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) September 1, 1998
Residential Funding Mortgage Securities I, Inc. (as company under a Pooling and
Servicing Agreement dated as of September 1, 1998 providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1998-S22)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-39665 75-2006294
(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (612) 832-7000
---------------------------------------------
(Former name or former address, if changed since last report)
Exhibit Index Located on Page 2
<PAGE>
Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies) - The following execution copies of Exhibits
to the Form S-3 Registration Statement of the Registrant are hereby filed:
Sequentially
Numbered
Exhibit Exhibit
Number Page
10.1 Pooling and Servicing Agreement, dated as of September 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as company, Residential Funding
Corporation, as master servicer, and The First National Bank of Chicago, as
trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
By: /s/Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: September 29, 1998
3
<PAGE>
Exhibit 10.1
Pooling and Servicing Agreement
4
<PAGE>
EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of September 1, 1998
Mortgage Pass-Through Certificates
Series 1998-S22
<PAGE>
This is a Pooling and Servicing Agreement, dated as of September 1,
1998, among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company
(together with its permitted successors and assigns, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with its permitted successors
and assigns, the "Master Servicer"), and THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association, as Trustee (together with its permitted successors
and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the 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-2, Class A-3, 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-4 Certificates, will be "regular
interests" in the REMIC, and the Class R Certificates will be the sole class of
"residual interests" therein for purposes of the REMIC Provisions (as defined
herein) under federal income tax law.
The following table sets forth the designation, type, Pass-Through
Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each Class of Certificates comprising the
interests in the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Designation Maturity
Aggregate Initial Date Fitch Standard & Poor's
Pass-Through Certificate Principal
Rate Balance Features
<S> <C> <C> <C> <C> <C>
Class A-1 6.50% $249,015,000.0Super Senior/SenioSeptember 25, 2013 AAA AAA
Class A-2 6.50% 1,000,000.00 Senior Support/SenSeptember 25, 2013 AAA AAA
Class A-3 0.00% 1,123,759.24 Principal Only/SenSeptember 25, 2013 AAA AAAr
Class A-4 Variable 0 Variable Strip/SenSeptember 25, 2013 AAA AAAr
Class R 6.50% 100.00 Residual/Senior September 25, 2013 AAA AAA
Class M-1 6.50% 1,922,000.00 Mezzanine September 25, 2013 N/A AA
Class M-2 6.50% 641,000.00 Mezzanine September 25, 2013 N/A A
Class M-3 6.50% 1,281,500.00 Mezzanine September 25, 2013 N/A BBB
Class B-1 6.50% 512,600.00 Subordinate September 25, 2013 N/A BB
Class B-2 6.50% 384,500.00 Subordinate September 25, 2013 N/A B
Class B-3 6.50% 384,547.66 Subordinate September 25, 2013 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $256,265,006.90. The Mortgage Loans are fixed rate mortgage loans having
terms to maturity at origination or modification of not more than 15 years.
In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class A Certificate (other than the Class A-3 Certificates and Class A-4
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-4 Certificates in the aggregate, interest accrued during
the related Interest Accrual Period at the related Pass-Through Rate on the
Class A-4 Notional Amount. With respect to each Distribution Date, as to any
Subclass of Class A-4 Certificates, interest accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the Class A-4 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-4 Certificates shall be allocated
among the Subclasses thereof, if any, in proportion to their respective amounts
of Accrued Certificate Interest payable on such Distribution Date which would
have resulted absent such reductions. In addition to that portion of the
reductions described in the second preceding sentence that are allocated to any
Class of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: With respect to any Mortgage 100SM Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100SM Loan and any related collateral. With respect to any Parent
PowerSM Loan, the third-party guarantee for such Parent PowerSM Loan, together
with (i) any marketable securities held from time to time as security for the
performance of such guarantee and any related collateral or (ii) any mortgaged
property securing the performance of such guarantee, the related home equity
line of credit loan and any related collateral.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated
September 29, 1998, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Certificate Account pursuant to
Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant
to Section 4.07, (v) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account or the Certificate Account pursuant to
Section 3.16(e) and (vi) any amount received by the Trustee pursuant to the
Surety Bond in respect of such Distribution Date reduced by (b) the sum as of
the close of business on the immediately preceding Determination Date of (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and
(y) amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05. As
of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of (1) the lesser of (a) the
Bankruptcy Amount calculated as of the close of business on the Business Day
immediately preceding the most recent anniversary of the Cut-off Date coinciding
with or preceding such date of determination (or, if such date of determination
is an anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal balance
of all the Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary (other than Additional Collateral Loans) having a
Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000;
and (B) the greater of (i) the product of (x) an amount equal to the
largest difference in the related Monthly Payment for any Non-Primary
Residence Loan remaining in the Mortgage Pool (other than Additional
Collateral Loans) which had an original Loan-to-Value Ratio of 80% or
greater that would result if the Net Mortgage Rate thereof was equal to
the weighted average (based on the principal balance of the Mortgage Loans
as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum, (y) a number
equal to the weighted average remaining term to maturity, in months, of
all Non-Primary Residence Loans remaining in the Mortgage Pool as of the
Relevant Anniversary, and (z) one plus the quotient of the number of all
Non-Primary Residence Loans remaining in the Mortgage Pool divided by the
total number of Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of
interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "The First National
Bank of Chicago, as trustee, in trust for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1998-S22" 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 Class A Certificate
(other than any Class A-4 Certificate) and Class R Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof, minus (ii) the sum of (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-4 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-4 Certificates and any Subclass thereof issued pursuant to
Section 5.01(c) shall be a single Class for the purposes of this Agreement.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3 and
Class A-4 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-4 Certificates) evidencing an
interest designated as a "regular interest" in the REMIC for purposes of the
REMIC Provisions. The Class A-4 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-4 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-4 Certificates pursuant to said Section.
Class A-3 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-3 Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class A-4 Certificates: The Class A Certificates designated as Class A-4
Certificates, including any Subclass thereof.
Class A-4 Notional Amount or Notional Amount: As of any Distribution Date,
with respect to the Class A-4 Certificates, the aggregate Stated Principal
Balance of the Mortgage Loans immediately prior to such date.
Class A-4 Subclass Notional Amount: As of any Distribution Date, with
respect to any Subclass of Class A-4 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 0.50%.
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 0.30%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-3
Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 0.15%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage and
Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 1.25%.
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 1.00%.
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: September 29, 1998.
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 One First National Plaza, Suite 0126, Chicago, IL
60670-0126, Attention: Residential Funding Corporation Series 1998-S22.
Credit Support Depletion Date: The first Distribution Date on which the
Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and maintained
pursuant to Section 3.07 in the name of a depository institution, as custodian
for the holders of the Certificates, for the holders of certain other interests
in mortgage loans serviced or sold by the Master Servicer and for the Master
Servicer, into which the amounts set forth in Section 3.07 shall be deposited
directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: September 1, 1998.
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 and Phelps Credit Rating Co. 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.
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, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of The First National Bank of Chicago, or (v) an account or
accounts of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the
Custodial Account or the Certificate Account will not reduce the rating assigned
to any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates, (ii) the Senior Principal Distribution Amount (determined without
regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-3 Principal
Distribution Amount (determined without regard to Section 4.02(b)(i)(E) hereof)
and (iv) the aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution Date
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the fidelity bond
and the errors and omissions insurance policy required to be maintained pursuant
to Section 3.12(b) but are in excess of the coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive contamination, all
whether controlled or uncontrolled, and whether such loss be direct or indirect,
proximate or remote or be in whole or in part caused by, contributed to or
aggravated by a peril covered by the definition of the term "Special Hazard
Loss";
(c) hostile or warlike action in time of peace or war, including action in
hindering, combating or defending against an actual, impending or expected
attack:
(i) by any government or sovereign power, de jure or de facto, or by any
authority maintaining or using military, naval or air forces; or
(ii) by military, naval or air forces; or
(iii) by an agent of any such government, power, authority or forces;
(d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or defending
against such an occurrence, seizure or destruction under quarantine or
customs regulations, confiscation by order of any government or public
authority; or risks of contraband or illegal transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
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 third anniversary of the Cut-off Date an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination, (Y) from the third to the fifth anniversary of the Cut-off Date,
an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the most
recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 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-4 Notional Amount: With respect to any Class A-4
Certificate, the Cut-off Date Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-4 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.
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-4 Certificates, which have no Certificate Principal Balance) would be
reduced to zero, is September 25, 2013, 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
September 25, 2013, which is the Distribution Date immediately following the
latest scheduled maturity date of any Mortgage Loan.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject of
a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00% and that is secured by Additional Collateral and
does not have a Primary Insurance Policy.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto as
Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) including state and zip
code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("STRIP");
(viii) the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV
FEE") and at which the Servicing Fee accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN FEATURE," indicating
that the Mortgage Loan is secured by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that
the Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held or deemed to be
held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage Loan
or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made
by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Officers' Certificate: A certificate signed by the Chairman of the Board,
the President or a Vice President or Assistant Vice President, or a Director or
Managing Director, and by the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee
and the Master Servicer, who may be counsel for the Company or the Master
Servicer, provided that any opinion of counsel (i) referred to in the definition
of "Disqualified Organization" or (ii) relating to the qualification of the
Trust Fund as a REMIC or compliance with the REMIC Provisions must, unless
otherwise specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed as a percentage, the
numerator of which is the aggregate Initial Certificate Principal Balance of the
Senior Certificates (other than the Class A-3 Certificates) and the denominator
of which is the aggregate Stated Principal Balance of the Mortgage Loans (other
than the Discount Fraction of the Discount Mortgage Loans), which is
approximately 97.99% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 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 Class A Certificates (other than
the Class A-3 and Class A-4 Certificates), Class M Certificates, Class B
Certificates and Class R Certificates and any Distribution Date, the per annum
rate set forth in the Preliminary Statement hereto. With respect to the Class
A-4 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 Holder 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-4 Certificates and
the initial Distribution Date, the Pass-Through Rate is equal to 0.1710% per
annum. With respect to any Subclass of Class A-4 Certificate 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-3 Certificates have no Pass-Through Rate and are not
entitled to Accrued Certificate Interest.
Paying Agent: The First National Bank of Chicago or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a Class R
Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Class A-4
Notional Amount thereof (in the case of any Class A-4 Certificate) divided by
the aggregate Initial Certificate Principal Balance or the aggregate of the
Initial Class A-4 Notional Amounts, as applicable, of all of the Certificates of
the same Class. With respect to a Class R Certificate, the interest in
distributions to be made with respect to such Class evidenced thereby, expressed
as a percentage, as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United
States;
(ii) repurchase agreements on obligations specified in clause (i) maturing
not more than one month from the date of acquisition thereof, provided
that the unsecured obligations of the party agreeing to repurchase
such obligations are at the time rated by each Rating Agency in its
highest short-term rating available;
(iii)federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than
365 days or a remaining maturity of more than 30 days) denominated in
United States dollars of any U.S. depository institution or trust
company incorporated under the laws of the United States or any state
thereof or of any domestic branch of a foreign depository institution
or trust company; provided that the debt obligations of such
depository institution or trust company (or, if the only Rating Agency
is Standard & Poor's, in the case of the principal depository
institution in a depository institution holding company, debt
obligations of the depository institution holding company) at the date
of acquisition thereof have been rated by each Rating Agency in its
highest short-term rating available; and provided further that, if the
only Rating Agency is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and,
provided further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository institution
or trust company shall exceed 30 days, the short-term rating of such
institution shall be A-1+ in the case of Standard & Poor's if Standard
& Poor's is the Rating Agency;
(iv) commercial paper and demand notes (having original maturities of not
more than 365 days) of any corporation incorporated under the laws of
the United States or any state thereof which on the date of
acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper or
demand notes shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each Rating
Agency as a Permitted Investment hereunder and will not reduce the
rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date by such Rating Agency, as
evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's, Fitch IBCA and
DCR and Aaa in the case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt obligations shall
mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's, D-1 in
the case of DCR and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by
Fitch IBCA in the case of Fitch IBCA.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate equal
to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) 6.50%
(but not less than 0.00%) per annum.
Prepayment Assumption: A prepayment assumption of 275% of the standard
prepayment assumption, used for determining the accrual of original issue
discount and market discount and premium on the Certificates for federal income
tax purposes. The standard prepayment assumption assumes a constant rate of
prepayment of mortgage loans of 0.2% per annum of the then outstanding principal
balance of such mortgage loans in the first month of the life of the mortgage
loans, increasing by an additional 0.2% per annum in each succeeding month until
the thirtieth month, and a constant 6% per annum rate of prepayment thereafter
for the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution Date
and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
(i) For any Distribution Date prior to the Distribution Date in October
2003 (unless the Certificate Principal Balances of the Class A Certificates,
other than the Class A-3 Certificates, have been reduced to zero), 0%.
(ii) For any Distribution Date on which any Class of Class M or Class B
Certificates are outstanding not discussed in clause (i) above:
(A) in the case of the Class of Class M Certificates then outstanding with
the lowest numerical designation, or in the event the Class M Certificates are
no longer outstanding, the Class of Class B Certificates then outstanding with
the lowest numerical designation and each other Class of Class M Certificates
and Class B Certificates for which the related Prepayment Distribution Trigger
has been satisfied, a fraction, expressed as a percentage, the numerator of
which is the Certificate Principal Balance of such Class immediately prior to
such date and the denominator of which is the sum of the Certificate Principal
Balances immediately prior to such date of (1) the Class of Class M Certificates
then outstanding with the lowest numerical designation, or in the event the
Class M Certificates are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical designation and (2) all
other Classes of Class M Certificates and Class B Certificates for which the
respective Prepayment Distribution Triggers have been satisfied; and
(B) in the case of each other Class of Class M Certificates and Class B
Certificates for which the Prepayment Distribution Triggers have not been
satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in
Section 4.02 (determined without regard to the proviso to the
definition of "Subordinate Principal Distribution Amount") would
result in a distribution in respect of principal of any Class or
Classes of Class M Certificates and Class B Certificates in an
amount greater than the remaining Certificate Principal Balance
thereof (any such class, a "Maturing Class ), then: (a) the
Prepayment Distribution Percentage of each Maturing Class shall be
reduced to a level that, when applied as described above, would
exactly reduce the Certificate Principal Balance of such Class to
zero; (b) the Prepayment Distribution Percentage of each other Class
of Class M Certificates and Class B Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the
provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such
percentage as recalculated, the "Recalculated Percentage"); (c) the
total amount of the reductions in the Prepayment Distribution
Percentages of the Maturing Class or Classes pursuant to clause (a)
of this sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to their
respective Recalculated Percentages (the portion of such aggregate
reduction so allocated to any Non-Maturing Class, the "Adjustment
Percentage"); and (d) for purposes of such Distribution Date, the
Prepayment Distribution Percentage of each Non-Maturing Class shall
be equal to the sum of (1) the Prepayment Distribution Percentage
thereof, calculated in accordance with the provisions in paragraph
(ii) above as if the Certificate Principal Balance of each Maturing
Class had not been reduced to zero, plus (2) the related Adjustment
Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide for
Residential Funding's mortgage loan purchase and conduit servicing program and
all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate on the Class A-4 Certificates and (ii) the excess of the Pool Strip Rate on
such Qualified Substitute Mortgage Loan as calculated pursuant to the definition
of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted Mortgage
Loan shall be payable to the Class R Certificates pursuant to Section 4.02
hereof.
Rating Agency: Standard & Poor's and Fitch IBCA with respect to the Class A
and Class R Certificates and Standard & Poor's with respect to the Class M-1,
Class M-2, Class M-3, Class B-1 and Class B-2 Certificates. If either agency or
a successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Company,
notice of which designation shall be given to the Trustee and the Master
Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced, and
(b) any such amount with respect to a Monthly Payment that was or would have
been due in the month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed
to have been received. With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the object of a
Debt Service Reduction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of business
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to real
estate mortgage investment conduits, which appear at Sections 860A through 860G
of Subchapter M of Chapter 1 of the Code, and related provisions, and temporary
and final regulations (or, to the extent not inconsistent with such temporary or
final regulations, proposed regulations) and published rulings, notices and
announcements promulgated thereunder, as the foregoing may be in effect from
time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property (or with respect to a Cooperative Loan, the related
Cooperative Apartment)) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of which are attached
as Exhibit H hereto or an electronic request in a form acceptable to the
Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Required Surety Payment: With respect to any Additional Collateral Mortgage
Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the principal
portion of the Realized Loss with respect to such Mortgage Loan and (ii) the
excess, if any, of (a) the amount of Additional Collateral required at
origination with respect to such Mortgage Loan over (b) the net proceeds
realized by MLCC from the related Additional Collateral.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
October 1998 through
September 2003 100%
October 2003 through Senior Percentage, plus 70% of the Subordinate Percentage
September 2004
October 2004 through Senior Percentage, plus 60% of the Subordinate Percentage
September 2005
October 2005 through Senior Percentage, plus 40% of the Subordinate Percentage
September 2006
October 2006 through Senior Percentage, plus 20% of the Subordinate Percentage
September 2007
October 2007 and
thereafter Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date, if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of
the Initial Certificate Principal Balances of the Class M Certificates and Class
B Certificates and (ii) that for any Distribution Date on which the Senior
Percentage is greater than the Original Senior Percentage, the Senior
Accelerated Distribution Percentage for such Distribution Date shall be 100%.
Notwithstanding the foregoing, upon the reduction of the aggregate Certificate
Principal Balance of the Senior Certificates (other than the Class A-3
Certificates) to zero, the Senior Accelerated Distribution Percentage shall
thereafter be 0%.
Senior Certificates: Any one of the Class A Certificates or Class R
Certificates.
Senior 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-3 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) and (b) the sum of the amounts required to
be distributed to the Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property or, with
respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the
fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or
for which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in
accordance with Section 3.07(a). Servicing Officer: Any officer of the
Master Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loans whose name and specimen signature appear
on a list of servicing officers furnished to the Trustee by the Master
Servicer, as such list may from time to time be amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$2,823,722 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 30.55% (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 Ratings Services, a division of the
McGraw-Hill Companies, 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-4 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-4 Certificates pursuant to Section 5.01(c).
Subordinate Percentage: As of any Distribution Date, 100% minus the Senior
Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Class A Certificates and Class R Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount Fraction of such
Principal Payments in Full and Curtailments with respect to a Discount Mortgage
Loan) to the extent not payable to the Class A Certificates and Class R
Certificates; (iv) if such Class is the most senior Class of Certificates then
outstanding (as established in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date,
that remain undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a subordinate Class of Class M
or Class B Certificates minus (b) any Excess Subordinate Principal Amount not
payable to such Class on such Distribution Date pursuant to the definition
thereof; provided, however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and interest
on a Mortgage Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. With respect to
Mortgage Loans subserviced by MLCC, the Subservicing Agreement shall also
include the Addendum and Assignment Agreement and the Pledged Asset Mortgage
Servicing Agreement.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan.
Super Senior Optimal Principal Distribution Amount: As of any Distribution
Date on or after the Credit Support Depletion Date the product of (a) the
then-applicable Super Senior Optimal Percentage and (b) the sum of the amounts
set forth in Section 4.02(a)(ii)(Y)(A), (B), (C), (D) and (E).
Super Senior Optimal Percentage: As of any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class A-1 Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Certificate
Principal Balance of all Senior Certificates (other than the Class A-3
Certificates) immediately prior to such Distribution Date.
Surety: Ambac Assurance Corporation, or its successors in interest.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated
February 28, 1996, issued by Ambac Assurance Corporation (formerly known as
AMBAC Indemnity Corporation) for the benefit of certain beneficiaries, including
the Trustee for the benefit of the Holders of the Certificates, but only to the
extent that such Limited Purpose Surety Bond covers any Additional Collateral
Mortgage Loans.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage Loans due
after the Cut-off Date as shall be on deposit in the Custodial Account or in the
Certificate Account and identified as belonging to the Trust Fund, but not
including amounts on deposit in the Initial Monthly Payment Fund;
(iii) property which secured a Mortgage Loan and which has been acquired
for the benefit of the Certificateholders by foreclosure or deed in lieu of
foreclosure,
(iv) the hazard insurance policies and Primary Insurance Policies, if any,
and the interest in the Surety Bond transferred to the Trustee pursuant to
Section 2.01, and
(v) all proceeds of clauses (i) through (iv) above.
Uncertificated REMIC Regular Interests: The 787 uncertificated partial
undivided beneficial ownership interests in the Trust Fund numbered sequentially
from 1 through787, each relating to the particular Mortgage Loan identified by
sequential number on the Mortgage Loan Schedule, each having no principal
balance, and each bearing 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 (treated as a corporation or
partnership for United States income tax purposes) 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 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-4 and Class R
Certificates, in proportion to the outstanding Certificate Principal Balances of
their respective Certificates; 1.0% of all Voting Rights shall be allocated
among the Holders of the Class A-4 Certificates and the Holders of the Class R
Certificates shall be entitled to 1.0% of all of the Voting Rights, allocated
among the Certificates of each such Class in accordance with their respective
Percentage Interests.
ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
SECTION 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and interest
of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the order
of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of the
related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording office
in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has been
recorded;
(iv) The original recorded assignment or assignments of the Mortgage
showing an unbroken chain of title from the originator thereof to the
Person assigning it to the Trustee or a copy of such assignment or
assignments of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the order
of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of the
related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed
in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of
title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master Servicer
as debtor, the Company as secured party and the Trustee as assignee and an
executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing
the interest of such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix)
and (x) to the Trustee or the Custodian or Custodians, deliver such
documents to the Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth below. Within ten
Business Days following the earlier of (i) the receipt of the original of
each of the documents or instruments set forth in Section 2.01(b)(I)(iv)
and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
thereof as permitted by such Section) for any Mortgage Loan and (ii) a
written request by the Trustee to deliver those documents with respect to
any or all of the Mortgage Loans then being held by the Master Servicer,
the Master Servicer shall deliver a complete set of such documents to the
Trustee or the Custodian or Custodians that are the duly appointed agent
or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in its
possession an original or copy of each of the documents referred to in Section
2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) which
has been delivered to it by the Company. Every six months after the Closing
Date, for so long as the Master Servicer is holding documents pursuant to this
Section 2.01(c), the Master Servicer shall deliver to (i) Moody's if it is one
of the Rating Agencies, (ii) the Trustee and (iii) each Custodian a report
setting forth the status of the documents which it is holding pursuant to this
Section 2.01(c).
(d) In the event that in connection with any Mortgage Loan the
Company cannot deliver the Mortgage, any assignment, modification,
assumption agreement or preferred loan agreement (or copy thereof
certified by the public recording office) with evidence of recording
thereon concurrently with the execution and delivery of this Agreement
solely because of a delay caused by the public recording office where such
Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, the
Company shall deliver or cause to be delivered to the Trustee or the
respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan
agreement.
The Company shall promptly cause to be recorded in the
appropriate public office for real property records the Assignment
referred to in clause (I)(iii) of Section 2.01(b), except in states where,
in the opinion of counsel acceptable to the Trustee and the Master
Servicer, such recording is not required to protect the Trustee's
interests in the Mortgage Loan against the claim of any subsequent
transferee or any successor to or creditor of the Company or the
originator of such Mortgage Loan and shall promptly cause to be filed the
Form UCC-3 assignment and UCC-1 financing statement referred to in clause
(II)(vii) and (x), respectively, of Section 2.01(b). If any Assignment,
Form UCC-3 or Form UCC-1, as applicable, is lost or returned unrecorded to
the Company because of any defect therein, the Company shall prepare a
substitute Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure
such defect, as the case may be, and cause such Assignment to be recorded
in accordance with this paragraph. The Company shall promptly deliver or
cause to be delivered to the Trustee or the respective Custodian such
Mortgage or assignment or Form UCC-3 or Form UCC-1, as applicable, (or
copy thereof certified by the public recording office) with evidence of
recording indicated thereon upon receipt thereof from the public recording
office or from the related Subservicer. In connection with its servicing
of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing
statement and assignment relating to Cooperative Loans as to which the
related Cooperative Apartment is located outside of the State of New York.
In the event that the Company delivers to the Trustee or
Custodian any Mortgage Note or Assignment of Mortgage in blank, the Company
shall, or shall cause the Custodian to, complete the endorsement of the Mortgage
Note and the Assignment of Mortgage in the name of the Trustee within 45 days
after the Closing Date, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v)
and (II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered in microfiche form.
(e) Residential Funding hereby assigns to the Trustee its security
interest in and to any Additional Collateral, its right to receive payments
in respect of any Additional Collateral Loans pursuant the Addendum and
Assignment Agreement and the Pledged Asset Mortgage Servicing Agreement,
and its rights as beneficiary under the Surety Bond in respect of any
Additional Collateral Loans. With respect to any Additional Collateral
Mortgage Loan, Residential Funding shall cause to be filed in the
appropriate recording office a UCC-3 statement giving notice of the
assignment of the related security interest to the Trust Fund and shall
thereafter cause the timely filing of all necessary continuation statements
with regard to such financing statements.
(f) It is intended that the conveyances by the Company to the Trustee
of the Mortgage Loans as provided for in this Section 2.01, be and be
construed as, a sale by the Company to the Trustee of the Mortgage Loans
for the benefit of the Certificateholders. Further, it is not intended
that such conveyance be deemed to be a pledge of the Mortgage Loans by the
Company to the Trustee to secure a debt or other obligation of the
Company. However, in the event that the Mortgage Loans are held to be
property of the Company or of Residential Funding, or if for any reason
this Agreement is held or deemed to create a security interest in the
Mortgage Loans, then it is intended that (a) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9
of the New York Uniform Commercial Code and the Uniform Commercial Code of
any other applicable jurisdiction; (b) the conveyance provided for in
Section 2.01 shall be deemed to be (1) a grant by the Company to the
Trustee of a security interest in all of the Company's right (including
the power to convey title thereto), title and interest, whether now owned
or hereafter acquired, in and to (A) the Mortgage Loans, including (i)
with respect to each Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate,
Cooperative Lease, any insurance policies and all other documents in the
related Mortgage File and (ii) with respect to each Mortgage Loan other
than a Cooperative Loan, the related Mortgage Note, the Mortgage, any
insurance policies and all other documents in the related Mortgage File,
(B) all amounts payable pursuant to the Mortgage Loans in accordance with
the terms thereof and (C) any and all general intangibles accounts,
chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of credit and
investment property consisting of, arising from or relating to any of the
foregoing, and all proceeds of the conversion, voluntary or involuntary,
of the foregoing into cash, instruments, securities or other property,
including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in
the form of cash, instruments, securities or other property and (2) an
assignment by the Company to the Trustee of any security interest in any
and all of Residential Funding's right (including the power to convey
title thereto), title and interest, whether now owned or hereafter
acquired, in and to the property described in the foregoing clauses
(1)(A), (B), (C) and (D) granted by Residential Funding to the Company
pursuant to the Assignment Agreement; (c) the possession by the Trustee,
the Custodian or any other agent of the Trustee of Mortgage Notes or such
other items of property as constitute instruments, money, negotiable
documents, investment property or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a
person designated by such secured party, for purposes of perfecting the
security interest pursuant to the Minnesota Uniform Commercial Code and
the Uniform Commercial Code of any other applicable jurisdiction
(including, without limitation, Section 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 $_________ (the "Initial Monthly Payment Fund"),
representing scheduled principal amortization and interest at the Net
Mortgage Rate for the Due Date in October 1998, 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 October
1998. 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 default (or an event which,
with notice or lapse of time, or both, would constitute a material
default) under, or result in the material breach of, any material
contract, agreement or other instrument to which the Master Servicer
is a party or which may be applicable to the Master Servicer or any
of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against
it in accordance with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
Federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which
would prohibit its entering into this Agreement or performing its
obligations under this Agreement;
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished
in writing or report delivered to the Company, any Affiliate of the
Company or the Trustee by the Master Servicer will, to the knowledge
of the Master Servicer, contain any untrue statement of a material
fact or omit a material fact necessary to make the information,
certificate, statement or report not misleading; and
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar
with the terms thereof. The terms of each existing Subservicing
Agreement and each designated Subservicer are acceptable to the Master
Servicer and any new Subservicing Agreements will comply with the
provisions of Section 3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in payment
of principal and interest as of the Cut-off Date and no Mortgage Loan
has been so delinquent more than once in the 12-month period prior to
the Cut-off Date;
(ii) The information set forth in Exhibit F hereto with respect
to each Mortgage Loan or the Mortgage Loans, as the case may be, is
true and correct in all material respects at the date or dates
respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day of
each month and terms to maturity at origination or modification of not
more than 15 years;
(iv) To the best of the Company's knowledge, if a Mortgage Loan
is secured by a Mortgaged Property with a Loan-to-Value Ratio at
origination in excess of 80%, such Mortgage Loan is the subject of a
Primary Insurance Policy that insures (a) at least 25% of the Stated
Principal Balance of the Mortgage Loan at origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least 12%
of such balance if the Loan-to-Value Ratio is between 90.00% and
85.01% and (c) at least 6% of such balance if the Loan-to-Value
Ratio is between 85.00% and 80.01%. To the best of the Company's
knowledge, each such Primary Insurance Policy is in full force and
effect and the Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to each Rating
Agency;
(vi) No more than 1.2% 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 0.9% 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 and
one Mortgage Loan, representing approximately 0.12% of the Mortgage
Loans by aggregate Stated Principal Balance as of the Cut-off Date
is a Cooperative Loan;
(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 8.81% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date were underwritten
under a reduced loan documentation program;
(x) Each Mortgagor represented in its loan application with
respect to the related Mortgage Loan that the Mortgaged Property would
be owner-occupied and therefore would not be an investor property as
of the date of origination of such Mortgage Loan. No Mortgagor is a
corporation or a partnership;
(xi) None of the Mortgage Loans are Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the
closing of each Mortgage Loan and is valid and binding and remains in
full force and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage
Loan is held by a person as a tenant-stockholder (as defined in
Section 216 of the Code) in a cooperative housing corporation (as
defined in Section 216 of the Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with
the refinancing thereof), the related Seller has represented that
either (a) the value of the related Mortgaged Property as of the
date the Mortgage Loan was originated was not less than the
appraised value of such property at the time of origination of the
refinanced Mortgage Loan or (b) the Loan-to-Value Ratio of the
Mortgage Loan as of the date of origination of the Mortgage Loan
generally meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the
basis of a 360-day year consisting of twelve 30-day months; and
(xvii) None of the Mortgage Loans contains in the related
Mortgage File a Destroyed Mortgage Note; and
(xviii) 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, except that if the breach would cause the Mortgage Loan to be other than a
"qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such cure
or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions, for the benefit of the Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Loan,
the amended Schedule of Discount Fractions, to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject
to the terms of this Agreement and the related Subservicing Agreement in all
respects, the related Seller shall be deemed to have made the representations
and warranties with respect to the Qualified Substitute Mortgage Loan contained
in the related Seller's Agreement as of the date of substitution, and the
Company and the Master Servicer shall be deemed to have made with respect to any
Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the
covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
SECTION 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to
any exceptions noted, together with the assignment to it of all other assets
included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage
Loans in accordance with the terms of this Agreement and the respective
Mortgage Loans and shall have full power and authority, acting alone or
through Subservicers as provided in Section 3.02, to do any and all things
which it may deem necessary or desirable in connection with such servicing
and administration. Without limiting the generality of the foregoing, the
Master Servicer in its own name or in the name of a Subservicer is hereby
authorized and empowered by the Trustee when the Master Servicer or the
Subservicer, as the case may be, believes it appropriate in its best
judgment, to execute and deliver, on behalf of the Certificateholders and
the Trustee or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, or of consent to
assumption or modification in connection with a proposed conveyance, or of
assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or
with respect to the modification or re-recording of a Mortgage for the
purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit
with powers of eminent domain, the taking of a deed in lieu of
foreclosure, the completion of judicial or non-judicial foreclosure, the
conveyance of a Mortgaged Property to the related Insurer, the acquisition
of any property acquired by foreclosure or deed in lieu of foreclosure, or
the management, marketing and conveyance of any property acquired by
foreclosure or deed in lieu of foreclosure with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. Notwithstanding the
foregoing, subject to Section 3.07(a), the Master Servicer shall not
permit any modification with respect to any Mortgage Loan that would both
constitute a sale or exchange of such Mortgage Loan within the meaning of
Section 1001 of the Code and any proposed, temporary or final regulations
promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a
Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause
the Trust Fund to fail to qualify as a REMIC under the Code. The Trustee
shall furnish the Master Servicer with any powers of attorney and other
documents necessary or appropriate to enable the Master Servicer to
service and administer the Mortgage Loans. The Trustee shall not be liable
for any action taken by the Master Servicer or any Subservicer pursuant to
such powers of attorney. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not inconsistent
with this Agreement, comply with the Program Guide as if it were the
originator of such Mortgage Loan and had retained the servicing rights and
obligations in respect thereof. In connection with servicing and
administering the Mortgage Loans, the Master Servicer and any Affiliate of
the Master Servicer (i) may perform services such as appraisals and
brokerage services that are not customarily provided by servicers of
mortgage loans, and shall be entitled to reasonable compensation therefor
in accordance with Section 3.10 and (ii) may, at its own discretion and on
behalf of the Trustee, obtain credit information in the form of a "credit
score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties
subject to the Mortgage Loans shall not, for the purpose of calculating
monthly distributions to the Certificateholders, be added to the amount
owing under the related Mortgage Loans, notwithstanding that the terms of
such Mortgage Loan so permit, and such costs shall be recoverable to the
extent permitted by Section 3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing
interests in one or more of the Certificates providing for the payment by
the Master Servicer of amounts received by the Master Servicer as servicing
compensation hereunder and required to cover certain Prepayment Interest
Shortfalls on the Mortgage Loans, which payment obligation will thereafter
be an obligation of the Master Servicer hereunder.
SECTION 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing
Agreements entered into by Residential Funding and Subservicers prior to
the execution and delivery of this Agreement, and may enter into new
Subservicing Agreements with Subservicers, for the servicing and
administration of all or some of the Mortgage Loans. Each Subservicer of a
Mortgage Loan shall be entitled to receive and retain, as provided in the
related Subservicing Agreement and in Section 3.07, the related
Subservicing Fee from payments of interest received on such Mortgage Loan
after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to
receive and retain an amount equal to the Subservicing Fee from payments
of interest. Unless the context otherwise requires, references in this
Agreement to actions taken or to be taken by the Master Servicer in
servicing the Mortgage Loans include actions taken or to be taken by a
Subservicer on behalf of the Master Servicer. Each Subservicing Agreement
will be upon such terms and conditions as are generally required or
permitted by the Program Guide and are not inconsistent with this
Agreement and as the Master Servicer and the Subservicer have agreed. A
representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a
Subservicer may delegate its servicing obligations to third-party
servicers, but such Subservicer will remain obligated under the related
Subservicing Agreement. The Master Servicer and a Subservicer may enter
into amendments thereto or a different form of Subservicing Agreement, and
the form referred to or included in the Program Guide is merely provided
for information and shall not be deemed to limit in any respect the
discretion of the Master Servicer to modify or enter into different
Subservicing Agreements; provided, however, that any such amendments or
different forms shall be consistent with and not violate the provisions of
either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee and the Certificateholders, shall
use its best reasonable efforts to enforce the obligations of each
Subservicer under the related Subservicing Agreement and of each Seller
under the related Seller's Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse
effect on a Mortgage Loan, including, without limitation, the obligation
to purchase a Mortgage Loan on account of defective documentation, as
described in Section 2.02, or on account of a breach of a representation
or warranty, as described in Section 2.04. Such enforcement, including,
without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the
pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ
in its good faith business judgment and which are normal and usual in its
general mortgage servicing activities. The Master Servicer shall pay the
costs of such enforcement at its own expense, and shall be reimbursed
therefor only (i) from a general recovery resulting from such enforcement
to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of
costs, expenses or attorneys fees against the party against whom such
enforcement is directed.
SECTION 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
SECTION 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
SECTION 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
SECTION 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be
the master servicer (including by reason of an Event of Default), the
Trustee, its designee or its successor shall thereupon assume all of the
rights and obligations of the Master Servicer under each Subservicing
Agreement that may have been entered into. The Trustee, its designee or the
successor servicer for the Trustee shall be deemed to have assumed all of
the Master Servicer's interest therein and to have replaced the Master
Servicer as a party to the Subservicing Agreement to the same extent as if
the Subservicing Agreement had been assigned to the assuming party except
that the Master Servicer shall not thereby be relieved of any liability or
obligations under the Subservicing Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents
and records relating to each Subservicing Agreement and the Mortgage Loans
then being serviced and an accounting of amounts collected and held by it
and otherwise use its best efforts to effect the orderly and efficient
transfer of each Subservicing Agreement to the assuming party.
SECTION 3.07. Collection of Certain Mortgage Loan Payments; Deposits
to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans,
and shall, to the extent such procedures shall be consistent with this
Agreement and the terms and provisions of any related Primary Insurance
Policy, follow such collection procedures as it would employ in its good
faith business judgment and which are normal and usual in its general
mortgage servicing activities. Consistent with the foregoing, the Master
Servicer may in its discretion (i) waive any late payment charge or any
prepayment charge or penalty interest in connection with the prepayment of
a Mortgage Loan and (ii) extend the Due Date for payments due on a
Mortgage Loan in accordance with the Program Guide; provided, however,
that the Master Servicer shall first determine that any such waiver or
extension will not impair the coverage of any related Primary Insurance
Policy or materially adversely affect the lien of the related Mortgage. In
the event of any such arrangement, the Master Servicer shall make timely
advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise
agreed to by the Holders of the Classes of Certificates affected thereby;
provided, however, that no such extension shall be made if any such
advance would be a Nonrecoverable Advance. Consistent with the terms of
this Agreement, the Master Servicer may also waive, modify or vary any
term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Master Servicer's determination such waiver,
modification, postponement or indulgence is not materially adverse to the
interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action); provided, however,
that the Master Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of
any principal or interest (unless in connection with the liquidation of
the related Mortgage Loan or except in connection with prepayments to the
extent that such reamortization is not inconsistent with the terms of the
Mortgage Loan), or extend the final maturity date of such Mortgage Loan,
unless such Mortgage Loan is in default or, in the judgment of the Master
Servicer, such default is reasonably foreseeable; and provided, further,
that no such modification shall reduce the interest rate on a Mortgage
Loan below the sum of the Pool Strip Rate and the sum of the rates at
which the Servicing Fee and the Subservicing Fee with respect to such
Mortgage Loan accrues. In connection with any Curtailment of a Mortgage
Loan, the Master Servicer, to the extent not inconsistent with the terms
of the Mortgage Note and local law and practice, may permit the Mortgage
Loan to be reamortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Balance
thereof by the original Maturity Date based on the original Mortgage Rate;
provided, that such re-amortization shall not be permitted if it would
constitute a reissuance of the Mortgage Loan for federal income tax
purposes.
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be deposited
on a daily basis, except as otherwise specifically provided herein, the
following payments and collections remitted by Subservicers or received by
it in respect of the Mortgage Loans subsequent to the Cut-off Date (other
than in respect of principal and interest on the Mortgage Loans due on or
before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received
in connection with an REO Property for which an REO Disposition has
occurred;
(ii) All payments on account of interest at the Adjusted Mortgage
Rate on the Mortgage Loans, including Buydown Funds, if any, and the
interest component of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for which an REO
Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any
related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to be
deposited in connection with the substitution of a Qualified
Substitute Mortgage Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section
3.07(c) or 3.21;
(vi) All amounts transferred from the Certificate Account to
the Custodial Account in accordance with Section 4.02(a); and
(vii) Any amounts realized by MLCC and received by the
Master Servicer in respect of any Additional Collateral.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted
Investments which shall mature not later than the Certificate Account
Deposit Date next following the date of such investment (with the
exception of the Amount Held for Future Distribution) and which shall not
be sold or disposed of prior to their maturities. All income and gain
realized from any such investment shall be for the benefit of the Master
Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments attributable to the investment of
amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately
as realized without any right of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the
Company of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
SECTION 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and
maintain one or more Subservicing Accounts which shall be an Eligible
Account or, if such account is not an Eligible Account, shall generally
satisfy the requirements of the Program Guide and be otherwise acceptable
to the Master Servicer and each Rating Agency. The Subservicer will be
required thereby to deposit into the Subservicing Account on a daily basis
all proceeds of Mortgage Loans received by the Subservicer, less its
Subservicing Fees and unreimbursed advances and expenses, to the extent
permitted by the Subservicing Agreement. If the Subservicing Account is
not an Eligible Account, the Master Servicer shall be deemed to have
received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late
charges or assumption fees. On or before the date specified in the Program
Guide, but in no event later than the Determination Date, the Master
Servicer shall cause the Subservicer, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial
Account all funds held in the Subservicing Account with respect to each
Mortgage Loan serviced by such Subservicer that are required to be
remitted to the Master Servicer. The Subservicer will also be required,
pursuant to the Subservicing Agreement, to advance on such scheduled date
of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans
for which payment was not received by the Subservicer. This obligation to
advance with respect to each Mortgage Loan will continue up to and
including the first of the month following the date on which the related
Mortgaged Property is sold at a foreclosure sale or is acquired by the
Trust Fund by deed in lieu of foreclosure or otherwise. All such advances
received by the Master Servicer shall be deposited promptly by it in the
Custodial Account.
(b) The Subservicer may also be required, pursuant to the
Subservicing Agreement, to remit to the Master Servicer for deposit in the
Custodial Account interest at the Adjusted Mortgage Rate (or Modified Net
Mortgage Rate plus the rate per annum at which the Servicing Fee accrues
in the case of a Modified Mortgage Loan) on any Curtailment received by
such Subservicer in respect of a Mortgage Loan from the related Mortgagor
during any month that is to be applied by the Subservicer to reduce the
unpaid principal balance of the related Mortgage Loan as of the first day
of such month, from the date of application of such Curtailment to the
first day of the following month. Any amounts paid by a Subservicer
pursuant to the preceding sentence shall be for the benefit of the Master
Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and
(v).
(c) In addition to the Custodial Account and the Certificate Account,
the Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall
cause the Subservicers for Subserviced Mortgage Loans to, establish and
maintain one or more Servicing Accounts and deposit and retain therein all
collections from the Mortgagors (or advances from Subservicers) for the
payment of taxes, assessments, hazard insurance premiums, Primary
Insurance Policy premiums, if applicable, or comparable items for the
account of the Mortgagors. Each Servicing Account shall satisfy the
requirements for a Subservicing Account and, to the extent permitted by
the Program Guide or as is otherwise acceptable to the Master Servicer,
may also function as a Subservicing Account. Withdrawals of amounts
related to the Mortgage Loans from the Servicing Accounts may be made only
to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections
for any payments made pursuant to Sections 3.11 (with respect to the
Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance),
to refund to any Mortgagors any sums as may be determined to be overages,
to pay interest, if required, to Mortgagors on balances in the Servicing
Account or to clear and terminate the Servicing Account at the termination
of this Agreement in accordance with Section 9.01 or in accordance with
the Program Guide. As part of its servicing duties, the Master Servicer
shall, and the Subservicers will, pursuant to the Subservicing Agreements,
be required to pay to the Mortgagors interest on funds in this account to
the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or
advanced by the Subservicers on the date when the tax, premium or other
cost for which such payment is intended is due, but the Master Servicer
shall be required so to advance only to the extent that such advances, in
the good faith judgment of the Master Servicer, will be recoverable by the
Master Servicer out of Insurance Proceeds, Liquidation Proceeds or
otherwise.
SECTION 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
SECTION 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein,
make withdrawals from the Custodial Account of amounts on deposit therein
pursuant to Section 3.07 that are attributable to the Mortgage Loans for
the following purposes:
(i) to make deposits into the Certificate Account in the amounts
and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to
Sections 3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or
otherwise reimbursable pursuant to the terms of this Agreement, such
withdrawal right being limited to amounts received on particular
Mortgage Loans (including, for this purpose, REO Proceeds, Insurance
Proceeds, Liquidation Proceeds and proceeds from the purchase of a
Mortgage Loan pursuant to Section 2.02, 2.03, 2.04 or 4.07) which
represent (A) Late Collections of Monthly Payments for which any
such advance was made in the case of Subservicer Advances or
Advances pursuant to Section 4.04 and (B) recoveries of amounts in
respect of which such advances were made in the case of Servicing
Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment
received by the Master Servicer on account of interest on a Mortgage
Loan as contemplated by Sections 3.14 and 3.16, an amount equal to
that remaining portion of any such payment as to interest (but not
in excess of the Servicing Fee and the Subservicing Fee, if not
previously retained) which, when deducted, will result in the
remaining amount of such interest being interest at the Net Mortgage
Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount specified in the amortization schedule
of the related Mortgage Loan as the principal balance thereof at the
beginning of the period respecting which such interest was paid
after giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the
Custodial Account that it is entitled to withdraw pursuant to Section
3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential
Funding, the Company or any other appropriate Person, as the case
may be, with respect to each Mortgage Loan or property acquired in
respect thereof that has been purchased or otherwise transferred
pursuant to Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts
received thereon and not required to be distributed to the
Certificateholders as of the date on which the related Stated
Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection
with a modification of a Mortgage Loan that is in default or, in the
judgment of the Master Servicer, default is reasonably foreseeable
pursuant to Section 3.07(a), to the extent the amount of the Advance
has been added to the outstanding principal balance of the Mortgage
Loan or any Advance reimbursable to the Master Servicer pursuant to
Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred
by and reimbursable to it or the Company pursuant to Sections 3.13,
3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing any
repurchase, substitution or indemnification obligation of any Seller
(other than an Affiliate of the Company) pursuant to the related
Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to
the extent not otherwise reimbursed pursuant to clause (ii) or (viii)
above; and
(x) to withdraw any amount deposited in the Custodial Account
that was not required to be deposited therein pursuant to Section
3.07.
(b) Since, in connection with withdrawals pursuant to clauses
(ii), (iii), (v) and (vi), the Master Servicer's entitlement thereto
is limited to collections or other recoveries on the related Mortgage
Loan, the Master Servicer shall keep and maintain separate accounting,
on a Mortgage Loan by Mortgage Loan basis, for the purpose of
justifying any withdrawal from the Custodial Account pursuant to such
clauses.
(c) The Master Servicer shall be entitled to reimburse itself or
the related Subservicer for any advance made in respect of a Mortgage
Loan that the Master Servicer determines to be a Nonrecoverable
Advance by withdrawal from the Custodial Account of amounts on deposit
therein attributable to the Mortgage Loans on any Certificate Account
Deposit Date succeeding the date of such determination. Such right of
reimbursement in respect of a Nonrecoverable Advance on any such
Certificate Account Deposit Date shall be limited to an amount not
exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master
Servicer or the related Subservicer).
SECTION 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable
Primary Insurance Policy of any loss which, but for the actions of the
Master Servicer or Subservicer, would have been covered thereunder. To the
extent coverage is available, the Master Servicer shall keep or cause to
be kept in full force and effect each such Primary Insurance Policy until
the principal balance of the related Mortgage Loan secured by a Mortgaged
Property is reduced to 80% or less of the Appraised Value in the case of
such a Mortgage Loan having a Loan-to-Value Ratio at origination in excess
of 80%, provided that such Primary Insurance Policy was in place as of the
Cut-off Date and the Company had knowledge of such Primary Insurance
Policy. The Master Servicer shall be entitled to cancel or permit the
discontinuation of any Primary Insurance Policy as to any Mortgage Loan,
if the Stated Principal Balance of the Mortgage Loan is reduced below an
amount equal to 80% of the appraised value of the related Mortgaged
Property as determined in any appraisal thereof after the Closing Date, or
if the Loan-to-Value Ratio is reduced below 80% as a result of principal
payments on the Mortgage Loan after the Closing Date. In the event that
the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the
subject of a Primary Insurance Policy (and was not included in any
exception to the representation in Section 2.03(b)(iv)) and that such
Mortgage Loan has a current Loan-to-Value Ratio in excess of 80% then the
Master Servicer shall use its reasonable efforts to obtain and maintain a
Primary Insurance Policy to the extent that such a policy is obtainable at
a reasonable price. The Master Servicer shall not cancel or refuse to
renew any such Primary Insurance Policy applicable to a Nonsubserviced
Mortgage Loan, or consent to any Subservicer canceling or refusing to
renew any such Primary Insurance Policy applicable to a Mortgage Loan
subserviced by it, that is in effect at the date of the initial issuance
of the Certificates and is required to be kept in force hereunder unless
the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass-through certificates
having a rating equal to or better than the lower of the then-current
rating or the rating assigned to the Certificates as of the Closing Date
by such Rating Agency.
(b) In connection with its activities as administrator and servicer
of the Mortgage Loans, the Master Servicer agrees to present or to cause
the related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the
Insurer under any Primary Insurance Policies, in a timely manner in
accordance with such policies, and, in this regard, to take or cause to be
taken such reasonable action as shall be necessary to permit recovery
under any Primary Insurance Policies respecting defaulted Mortgage Loans.
Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted
to the Master Servicer under any Primary Insurance Policies shall be
deposited in the Custodial Account, subject to withdrawal pursuant to
Section 3.10.
SECTION 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each
Mortgage Loan (other than a Cooperative Loan) fire insurance with extended
coverage in an amount which is equal to the lesser of the principal
balance owing on such Mortgage Loan or 100 percent of the insurable value
of the improvements; provided, however, that such coverage may not be less
than the minimum amount required to fully compensate for any loss or
damage on a replacement cost basis. To the extent it may do so without
breaching the related Subservicing Agreement, the Master Servicer shall
replace any Subservicer that does not cause such insurance, to the extent
it is available, to be maintained. The Master Servicer shall also cause to
be maintained on property acquired upon foreclosure, or deed in lieu of
foreclosure, of any Mortgage Loan (other than a Cooperative Loan), fire
insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section
3.07, any amounts collected by the Master Servicer under any such policies
(other than amounts to be applied to the restoration or repair of the
related Mortgaged Property or property thus acquired or amounts released
to the Mortgagor in accordance with the Master Servicer's normal servicing
procedures) shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10. Any cost incurred by the Master
Servicer in maintaining any such insurance shall not, for the purpose of
calculating monthly distributions to the Certificateholders, be added to
the amount owing under the Mortgage Loan, notwithstanding that the terms
of the Mortgage Loan so permit. Such costs shall be recoverable by the
Master Servicer out of related late payments by the Mortgagor or out of
Insurance Proceeds and Liquidation Proceeds to the extent permitted by
Section 3.10. It is understood and agreed that no earthquake or other
additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to
such applicable laws and regulations as shall at any time be in force and
as shall require such additional insurance. Whenever the improvements
securing a Mortgage Loan (other than a Cooperative Loan) are located at
the time of origination of such Mortgage Loan in a federally designated
special flood hazard area, the Master Servicer shall cause flood insurance
(to the extent available) to be maintained in respect thereof. Such flood
insurance shall be in an amount equal to the lesser of (i) the amount
required to compensate for any loss or damage to the Mortgaged Property on
a replacement cost basis and (ii) the maximum amount of such insurance
available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property
is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against
hazard losses on all of the Mortgage Loans, it shall conclusively be
deemed to have satisfied its obligations as set forth in the first
sentence of this Section 3.12(a), it being understood and agreed that such
policy may contain a deductible clause, in which case the Master Servicer
shall, in the event that there shall not have been maintained on the
related Mortgaged Property a policy complying with the first sentence of
this Section 3.12(a) and there shall have been a loss which would have
been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the
Certificate Account Deposit Date next preceding the Distribution Date
which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In
connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present, on behalf of
itself, the Trustee and the Certificateholders, claims under any such
blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense
and keep in full force and effect throughout the term of this Agreement a
blanket fidelity bond and an errors and omissions insurance policy
covering the Master Servicer's officers and employees and other persons
acting on behalf of the Master Servicer in connection with its activities
under this Agreement. The amount of coverage shall be at least equal to
the coverage that would be required by FNMA or FHLMC, whichever is
greater, with respect to the Master Servicer if the Master Servicer were
servicing and administering the Mortgage Loans for FNMA or FHLMC. In the
event that any such bond or policy ceases to be in effect, the Master
Servicer shall obtain a comparable replacement bond or policy from an
issuer or insurer, as the case may be, meeting the requirements, if any,
of the Program Guide and acceptable to the Company. Coverage of the Master
Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
SECTION 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the
Master Servicer or Subservicer, to the extent it has knowledge of such
conveyance, shall enforce any due-on-sale clause contained in any
Mortgage Note or Mortgage, to the extent permitted under applicable
law and governmental regulations, but only to the extent that such
enforcement will not adversely affect or jeopardize coverage under any
Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or
assumption which the Master Servicer is restricted by law from
preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does
bring, legal action to declare invalid or otherwise avoid
enforcement of a due-on-sale clause contained in any Mortgage
Note or Mortgage, the Master Servicer shall not be required to
enforce the due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such
Person is to enter into an assumption or modification agreement or
supplement to the Mortgage Note or Mortgage which requires the signature
of the Trustee, or if an instrument of release signed by the Trustee is
required releasing the Mortgagor from liability on the Mortgage Loan, the
Master Servicer is authorized, subject to the requirements of the sentence
next following, to execute and deliver, on behalf of the Trustee, the
assumption agreement with the Person to whom the Mortgaged Property is to
be conveyed and such modification agreement or supplement to the Mortgage
Note or Mortgage or other instruments as are reasonable or necessary to
carry out the terms of the Mortgage Note or Mortgage or otherwise to
comply with any applicable laws regarding assumptions or the transfer of
the Mortgaged Property to such Person; provided, however, none of such
terms and requirements shall both (i) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan
under the Code (or final, temporary or proposed Treasury Regulations
promulgated thereunder) and (ii) 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 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 without any right of reimbursement or other
similar matters if it has determined, exercising its good faith business
judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected
thereby and that the Trust Fund would not fail to continue to qualify as a
REMIC under the Code as a result thereof and (subject to Section 10.01(f))
that no tax on "prohibited transactions" or "contributions" after the
startup day would be imposed on the REMIC as a result thereof. Any fee
collected by the Master Servicer or the related Subservicer for processing
such a request will be retained by the Master Servicer or such Subservicer
as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan,
provided the obligee with respect to such Mortgage Loan following such
proposed assignment provides the Trustee and Master Servicer with a
"Lender Certification for Assignment of Mortgage Loan" in the form
attached hereto as Exhibit O, in form and substance satisfactory to the
Trustee and Master Servicer, providing the following: (i) that the
Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an assignment in lieu of satisfaction is required to preserve
lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is
intended to be, a refinancing of such Mortgage Loan and that the form of
the transaction is solely to comply with, or facilitate the transaction
under, such local laws; (iii) that the Mortgage Loan following the
proposed assignment will have a rate of interest at least 0.25 percent
below or above the rate of interest on such Mortgage Loan prior to such
proposed assignment; and (iv) that such assignment is at the request of
the borrower under the related Mortgage Loan. Upon approval of an
assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid
principal balance of and accrued interest on such Mortgage Loan and the
Master Servicer shall treat such amount as a Principal Prepayment in Full
with respect to such Mortgage Loan for all purposes hereof.
SECTION 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default
and as to which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.07. In connection with such
foreclosure or other conversion, the Master Servicer shall, consistent
with Section 3.11, follow such practices and procedures as it shall deem
necessary or advisable, as shall be normal and usual in its general
mortgage servicing activities and as shall be required or permitted by the
Program Guide; provided that the Master Servicer shall not be liable in
any respect hereunder if the Master Servicer is acting in connection with
any such foreclosure or other conversion in a manner that is consistent
with the provisions of this Agreement. The Master Servicer, however, shall
not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which
is not completed, or towards the restoration of any property unless it
shall determine (i) that such restoration and/or foreclosure will increase
the proceeds of liquidation of the Mortgage Loan to Holders of
Certificates of one or more Classes after reimbursement to itself for such
expenses or charges and (ii) that such expenses or charges will be
recoverable to it through Liquidation Proceeds, Insurance Proceeds, or REO
Proceeds (respecting which it shall have priority for purposes of
withdrawals from the Custodial Account pursuant to Section 3.10, whether
or not such expenses and charges are actually recoverable from related
Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the event of
such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such
amounts pursuant to Section 3.10. In addition to the foregoing, the Master
Servicer shall use its best reasonable efforts to realize upon any
Additional Collateral for such of the Additional Collateral Loans as come
into and continue in default and as to which no satisfactory arrangements
can be made for collection of delinquent payments pursuant to Section
3.07; provided that the Master Servicer shall not, on behalf of the
Trustee, obtain title to any such Additional Collateral as a result of or
in lieu of the disposition thereof or otherwise; and provided further that
(i) the Master Servicer shall not proceed with respect to such Additional
Collateral in any manner that would impair the ability to recover against
the related Mortgaged Property, and (ii) the Master Servicer shall proceed
with any REO Acquisition in a manner that preserves the ability to apply
the proceeds of such Additional Collateral against amounts owed under the
defaulted Mortgage Loan. Any proceeds realized from such Additional
Collateral (other than amounts to be released to the Mortgagor or the
related guarantor in accordance with procedures that the Master Servicer
would follow in servicing loans held for its own account, subject to the
terms and conditions of the related Mortgage and Mortgage Note and to the
terms and conditions of any security agreement, guarantee agreement,
mortgage or other agreement governing the disposition of the proceeds of
such Additional Collateral) shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 3.10. Any other payment received
by the Master Servicer in respect of such Additional Collateral shall be
deposited in the Custodial Account subject to withdrawal pursuant to
Section 3.10. Concurrently with the foregoing, the Master Servicer may
pursue any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in
accordance with Sections 2.03 and 2.04. However, the Master Servicer is
not required to continue to pursue both foreclosure (or similar remedies)
with respect to the Mortgage Loans and remedies in connection with a
breach of a representation and warranty if the Master Servicer determines
in its reasonable discretion that one such remedy is more likely to result
in a greater recovery as to the Mortgage Loan. Upon the occurrence of a
Cash Liquidation or REO Disposition, following the deposit in the
Custodial Account of all Insurance Proceeds, Liquidation Proceeds and
other payments and recoveries referred to in the definition of "Cash
Liquidation" or "REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing
Officer, the Trustee or any Custodian, as the case may be, shall release
to the Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by
the Master Servicer, in each case without recourse, as shall be necessary
to vest in the Master Servicer or its designee, as the case may be, the
related Mortgage Loan, and thereafter such Mortgage Loan shall not be part
of the Trust Fund. Notwithstanding the foregoing or any other provision of
this Agreement, in the Master Servicer's sole discretion with respect to
any defaulted Mortgage Loan or REO Property as to either of the following
provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer
to be received in connection with the related defaulted Mortgage Loan or
REO Property have been received, and (ii) for purposes of determining the
amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or
any other unscheduled collections or the amount of any Realized Loss, the
Master Servicer may take into account minimal amounts of additional
receipts expected to be received or any estimated additional liquidation
expenses expected to be incurred in connection with the related defaulted
Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by
the Trust Fund as an REO Property by foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be issued to the
Trustee or to its nominee on behalf of Certificateholders. Notwithstanding
any such acquisition of title and cancellation of the related Mortgage
Loan, such REO Property shall (except as otherwise expressly provided
herein) be considered to be an Outstanding Mortgage Loan held in the Trust
Fund until such time as the REO Property shall be sold. Consistent with
the foregoing for purposes of all calculations hereunder so long as such
REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by
the related Mortgage Note shall have been discharged, such Mortgage Note
and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace period) remain in
effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on
a Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall
dispose of such REO Property within three full years after the taxable
year of its acquisition by the Trust Fund for purposes of Section
860G(a)(8) of the Code (or such shorter period as may be necessary under
applicable state (including any state in which such property is located)
law to maintain the status of the Trust Fund as a REMIC under applicable
state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the
Trust Fund, request, more than 60 days before the day on which such grace
period would otherwise expire, an extension of such grace period unless
the Master Servicer (subject to Section 10.01(f)) obtains for the Trustee
an Opinion of Counsel, addressed to the Trustee and the Master Servicer,
to the effect that the holding by the Trust Fund of such REO Property
subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause
the Trust Fund to fail to qualify as a REMIC (for federal (or any
applicable State or local) income tax purposes) at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to
hold such REO Property (subject to any conditions contained in such
Opinion of Counsel). The Master Servicer shall be entitled to be
reimbursed from the Custodial Account for any costs incurred in obtaining
such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any
other provision of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise
used by or on behalf of the Trust Fund in such a manner or pursuant to any
terms that would (i) cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section 860G(a)(8) of the
Code or (ii) subject the Trust Fund to the imposition of any federal
income taxes on the income earned from such REO Property, including any
taxes imposed by reason of Section 860G(c) of the Code, unless the Master
Servicer has agreed to indemnify and hold harmless the Trust Fund with
respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase
or repurchase of any Mortgage Loan pursuant to the terms of this
Agreement, as well as any recovery resulting from a collection of
Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied
in the following order of priority: first, to reimburse the Master
Servicer or the related Subservicer in accordance with Section
3.10(a)(ii); second, to the Certificateholders to the extent of accrued
and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan) to the Due Date prior to the
Distribution Date on which such amounts are to be distributed; third, to
the Certificateholders as a recovery of principal on the Mortgage Loan (or
REO Property)(provided that if any such Class of Certificates to which
such Realized Loss was allocated is no longer outstanding, such subsequent
recovery shall be distributed to the persons who were the Holders of such
Class of Certificates when it was retired); fourth, to all Servicing Fees
and Subservicing Fees payable therefrom (and the Master Servicer and the
Subservicer shall have no claims for any deficiencies with respect to such
fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligor 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 the
related Net Mortgage Rate (or the Modified Net Mortgage Rate in the case
of a Modified Mortgage Loan), the Master Servicer shall be entitled to
retain therefrom and to pay to itself and/or the related Subservicer, any
Foreclosure Profits and any Servicing Fee or Subservicing Fee considered
to be accrued but unpaid.
(b) Additional servicing compensation in the form of
prepayment charges, assumption fees, late payment charges,
investment income on amounts in the Custodial Account or the
Certificate Account or otherwise shall be retained by the Master
Servicer or the Subservicer to the extent provided herein,
subject to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause
to be paid, all expenses incurred by it in connection with its
servicing activities hereunder (including payment of premiums for
the Primary Insurance Policies, if any, to the extent such
premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and
shall not be entitled to reimbursement therefor except as
specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing
compensation may not be transferred in whole or in part except in
connection with the transfer of all of its responsibilities and
obligations of the Master Servicer under this Agreement.
(e) Notwithstanding any other provision herein, the amount of
servicing compensation that the Master Servicer shall be entitled to
receive for its activities hereunder for the period ending on each
Distribution Date shall be reduced (but not below zero) by an amount equal
to Compensating Interest (if any) for such Distribution Date. Such
reduction shall be applied during such period as follows: first, to any
Servicing Fee or Subservicing Fee to which the Master Servicer is entitled
pursuant to Section 3.10(a)(iii); second, to any income or gain realized
from any investment of funds held in the Custodial Account or the
Certificate Account to which the Master Servicer is entitled pursuant to
Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts of
servicing compensation to which the Master Servicer is entitled pursuant
to Section 3.10(a)(v) or (vi). In making such reduction, the Master
Servicer (i) will not withdraw from the Custodial Account any such amount
representing all or a portion of the Servicing Fee to which it is entitled
pursuant to Section 3.10(a)(iii); (ii) will not withdraw from the
Custodial Account or Certificate Account any such amount to which it is
entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will not
withdraw from the Custodial Account any such amount of servicing
compensation to which it is entitled pursuant to Section 3.10(a)(v) or
(vi).
SECTION 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
SECTION 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
SECTION 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
SECTION 3.20. Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
SECTION 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for
a Subservicing Account (the "Buydown Account"). The Master Servicer shall
cause the Subservicing Agreement to require that upon receipt from the
Mortgagor of the amount due on a Due Date for each Buydown Mortgage Loan,
the Subservicer will withdraw from the Buydown Account the predetermined
amount that, when added to the amount due on such date from the Mortgagor,
equals the full Monthly Payment and transmit that amount in accordance
with the terms of the Subservicing Agreement to the Master Servicer
together with the related payment made by the Mortgagor or advanced by the
Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in
its entirety during the period (the "Buydown Period") when Buydown Funds
are required to be applied to such Buydown Mortgage Loan, the Subservicer
shall be required to withdraw from the Buydown Account and remit any
Buydown Funds remaining in the Buydown Account in accordance with the
related buydown agreement. The amount of Buydown Funds which may be
remitted in accordance with the related buydown agreement may reduce the
amount required to be paid by the Mortgagor to fully prepay the related
Mortgage Loan. If the Mortgagor on a Buydown Mortgage Loan defaults on
such Mortgage Loan during the Buydown Period and the property securing
such Buydown Mortgage Loan is sold in the liquidation thereof (either by
the Master Servicer or the insurer under any related Primary Insurance
Policy), the Subservicer shall be required to withdraw from the Buydown
Account the Buydown Funds for such Buydown Mortgage Loan still held in the
Buydown Account and remit the same to the Master Servicer in accordance
with the terms of the Subservicing Agreement for deposit in the Custodial
Account or, if instructed by the Master Servicer, pay to the insurer under
any related Primary Insurance Policy if the Mortgaged Property is
transferred to such insurer and such insurer pays all of the loss incurred
in respect of such default. Any amount so remitted pursuant to the
preceding sentence will be deemed to reduce the amount owed on the
Mortgage Loan.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to
be deposited on behalf of the Trustee on or before 2:00 P.M. New York time
on each Certificate Account Deposit Date by wire transfer of immediately
available funds an amount equal to the sum of (i) any Advance for the
immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a), (iii)
any amount required to be deposited in the Certificate Account pursuant to
Section 3.16(e) or Section 4.07, (iv) any amount required to be paid
pursuant to Section 9.01, and (v) all other amounts constituting the
Available Distribution Amount for the immediately succeeding Distribution
Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to
invest the funds in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit of the
Certificateholders, which shall mature not later than the Business Day
next preceding the Distribution Date next following the date of such
investment (except that (i) any investment in the institution with which
the Certificate Account is maintained may mature on such Distribution Date
and (ii) any other investment may mature on such Distribution Date if the
Trustee shall advance funds on such Distribution Date to the Certificate
Account in the amount payable on such investment on such Distribution
Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of
prior to maturity. Subject to Section 3.16(e), all income and gain
realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out
of its own funds immediately as realized without any right of
reimbursement.
SECTION 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of
the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to the Master Servicer, in the case of a distribution pursuant
to Section 4.02(a)(iii), the amount required to be distributed to the
Master Servicer or a Subservicer pursuant to Section 4.02(a)(iii), and to
each Certificateholder of record on the next preceding Record Date (other
than as provided in Section 9.01 respecting the final distribution) either
in immediately available funds (by wire transfer or otherwise) to the
account of such Certificateholder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder has so notified
the Master Servicer or the Paying Agent, as the case may be, or, if such
Certificateholder has not so notified the Master Servicer or the Paying
Agent by the Record Date, by check mailed to such Certificateholder at the
address of such Holder appearing in the Certificate Register such
Certificateholder's share (which share (A) with respect to each Class of
Certificates (other than any Subclass of the Class A-4 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-4 Certificates, shall be equal to
the amount (if any) distributed pursuant to Section 4.02(a)(i) below to
each Holder of a Subclass thereof) of the following amounts, in the
following order of priority (subject to the provisions of Section
4.02(b)), in each case to the extent of the Available Distribution Amount:
(i) to the Class A Certificateholders (other than the Class A-3
Certificateholders) and Class R Certificateholders, on a pro rata
basis based on Accrued Certificate Interest payable on such
Certificates with respect to such Distribution Date, Accrued
Certificate Interest on such Classes of Certificates (or Subclasses,
if any, with respect to the Class A-4 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-3 Certificateholders, the Class A-3
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class A-3
Certificateholders) and Class R Certificateholders, in the priorities
and amounts set forth in Section 4.02(b)(ii) and (iii) and Sections
4.02(c) and (d), the sum of the following (applied to reduce the
Certificate Principal Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such Distribution
Date times the sum of the following:
(i) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each
Discount Mortgage Loan) which together with other
Bankruptcy Losses exceeds the Bankruptcy Amount;
(ii) the Stated Principal Balance of any
Mortgage Loan repurchased during the related
Prepayment Period (or deemed to have been so
repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and
the amount of any shortfall deposited in the
Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant
to Section 2.03 or 2.04 during the related
Prepayment Period (other than the related Discount
Fraction of such Stated Principal Balance or
shortfall with respect to a Discount Mortgage
Loan); and
(iii) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or
REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B), including without
limitation Insurance Proceeds, Liquidation
Proceeds and REO Proceeds) received during the
related Prepayment Period (or deemed to have been
so received in accordance with Section 3.07(b)) to
the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage
Loan pursuant to Section 3.14 (other than the
related Discount Fraction of the principal portion
of such unscheduled, collections, with respect to
a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a
Cash Liquidation or a REO Disposition occurred during
the related Prepayment Period (or was deemed to have
occurred during such period in accordance with Section
3.07(b)) and did not result in any Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses, an amount equal to the lesser of
(a) the Senior Percentage for such Distribution Date
times the Stated Principal Balance of such Mortgage Loan
(other than the related Discount Fraction of such Stated
Principal Balance, with respect to a Discount Mortgage
Loan) and (b) the Senior Accelerated Distribution
Percentage for such Distribution Date times the related
unscheduled collections (including without limitation
Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) to the extent applied by the Master Servicer
as recoveries of principal of the related Mortgage Loan
pursuant to Section 3.14 (in each case other than the
portion of such unscheduled collections, with respect to
a Discount Mortgage Loan included in Section
4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal
Prepayments in Full and Curtailments received in the related
Prepayment Period (other than the related Discount Fraction of
such Principal Prepayments in Full and Curtailments, with respect
to a Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y), clauses (A)
through (C) of this Section 4.02(a), as determined for any
previous Distribution Date, which remain unpaid after application
of amounts previously distributed pursuant to this clause (E) to
the extent that such amounts are not attributable to Realized
Losses which have been allocated to the Class M Certificates or
Class B Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero,
to the Master Servicer or a Subservicer, by remitting for deposit to
the Custodial Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with respect to any
Mortgage Loan or REO Property which remain unreimbursed in whole or
in part following the Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property, minus any such Advances that were
made with respect to delinquencies that ultimately constituted
Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date, minus (y) the
amount of any Class A-3 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-3 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-3 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-3 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-3 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-3 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-3 Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous
Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining
after the foregoing distributions, applied to reduce the Certificate
Principal Balances of such Class A Certificates and Class R
Certificates, but in no event more than the aggregate of the
outstanding Certificate Principal Balances of each such Class of
Class A Certificates and Class R Certificates, and thereafter, to
each Class of Class M Certificates then outstanding beginning with
such Class with the lowest numerical designation, any portion of the
Available Distribution Amount remaining after the Class A
Certificates and Class R Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such Class of Class
M Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Class M
Certificates; and thereafter to each such Class of Class B
Certificates then outstanding beginning with such Class with the
lowest numerical designation, any portion of the Available
Distribution Amount remaining after the Class M Certificates have
been retired, applied to reduce the Certificate Principal Balance of
each such Class of Class B Certificates, but in no event more than
the outstanding Certificate Principal Balance of each such Class of
Class B Certificates; and
(xvii) to the Class R Certificateholders, the balance, if any,
of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with
respect to the Class of Class B Certificates outstanding on such
Distribution Date with the highest numerical designation, or in the event
the Class B Certificates are no longer outstanding, the Class of Class M
Certificates then outstanding with the highest numerical designation, or
in the event the Class B Certificates and Class M Certificates are no
longer outstanding, the Class A and Class R Certificates, Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest
shortfalls relating to Nonrecoverable Advances as determined by the Master
Servicer with respect to the related Mortgage Loan where such Mortgage
Loan has not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Class A Certificates (other than the
Class A-4 Certificates) and Class R Certificates on each Distribution Date
occurring prior to the occurrence of the Credit Support Depletion Date will be
made as follows:
(i) first, to the Class A-3 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-3
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-3 Collection Shortfalls
for such Distribution Date and the amount of any Class A-3
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; and
(iii) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clause (ii) above
shall be distributed to the Class A-1 Certificates and Class A-2
Certificates on a pro rata basis in accordance with the respective
Certificate Principal Balances thereof, until such Certificate Principal
Balances have been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date
but prior to the reduction of the Class A-2 Certificates to zero, 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-3 Certificates) will be disregarded, and an amount
equal to the Discount Fraction of the principal portion of scheduled
payments and unscheduled collections received or advanced in respect of
Discount Mortgage Loans will be distributed to the Class A-3 Certificates,
and the Senior Principal Distribution Amount will be distributed to all
classes of Senior Certificates (other than the Class A-3 Certificates) pro
rata in accordance with their respective outstanding Certificate Principal
Balances and the amount set forth in Section 4.02(a)(i) will be
distributed as set forth therein, provided that the aggregate amount
distributable to the Class A-1 Certificates and Class A-2 Certificates
will be distributed among such Certificates in the following priority:
first, to the Class A-1 Certificates, up to an amount equal to the Accrued
Certificate Interest thereon; second to the Class A-1 Certificates, up to
an amount equal to the Super Senior Optimal Principal Distribution Amount,
in reduction of the Certificate Principal Balance thereof, until such
Certificate Principal Balance has been reduced to zero; third, to the
Class A-2 Certificates, up to an amount equal to the Accrued Certificate
Interest thereon; and fourth, to the Class A-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero.
(d) On or after the occurrence of the Credit Support Depletion Date
and upon reduction of the Certificate Principal Balance of the Class A-2
Certificates to zero, all priorities relating to distributions as
described above in respect of principal among the various classes of
Senior Certificates (other than the Class A-3 Certificates) will be
disregarded, an amount equal to the Discount Fraction of the principal
portion of scheduled payments and unscheduled payments received or
advanced in respect of Discount Mortgage Loans will be distributed to the
Class A-3 Certificates, and the Senior Principal Distribution Amount will
be distributed to the Class A-1 Certificates in reduction of the
Certificate Principal Balance thereof until such Certificate Principal
Balance has been reduced to zero.
(e) After reduction of the Certificate Principal Balances of the
Class A Certificates (other than the Class A-3 Certificates) and Class R
Certificates to zero but prior to the occurrence of the Credit Support
Depletion Date, the Class A Certificates (other than the Class A-3
Certificates) and Class R 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-3, Class A-4, Class M
and Class B Certificates, in each case as described herein.
(f) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an
REO Disposition that resulted in a Realized Loss, in the event that within
two years of the date on which such Realized Loss was determined to have
occurred the Master Servicer receives amounts, which the Master Servicer
reasonably believes to represent subsequent recoveries (net of any related
liquidation expenses), or determines that it holds surplus amounts
previously reserved to cover estimated expenses, specifically related to
such Mortgage Loan (including, but not limited to, recoveries in respect
of the representations and warranties made by the related Seller pursuant
to the applicable Seller's Agreement), the Master Servicer shall
distribute such amounts to the applicable Certificateholders of the Class
or Classes to which such Realized Loss was allocated (with the amounts to
be distributed allocated among such Classes in the same proportions as
such Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding
the date of such distribution (or if such Class of Certificates is no
longer outstanding, to the Certificateholders of record at the time that
such Realized Loss was allocated); provided that no such distribution to
any Class of Certificates of subsequent recoveries related to a Mortgage
Loan shall exceed, either individually or in the aggregate and together
with any other amounts paid in reimbursement therefor, the amount of the
related Realized Loss that was allocated to such Class of Certificates.
Notwithstanding the foregoing, no such distribution shall be made with
respect to the Certificates of any Class to the extent that either (i)
such Class was protected against the related Realized Loss pursuant to any
instrument or fund established under Section 11.01(e) or (ii) such Class
of Certificates has been deposited into a separate trust fund or other
structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes,
and any of such separate certificates or other instruments was protected
against the related Realized Loss pursuant to any limited guaranty,
payment obligation, irrevocable letter of credit, surety bond, insurance
policy or similar instrument or a reserve fund, or a combination thereof.
Any amount to be so distributed shall be distributed by the Master
Servicer to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution (i) with respect to
the Certificates of any Class (other than the Class A-4 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-4 Certificates, to the Class A-4 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.
(g) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts
of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall
be responsible for disbursing funds to the Certificate Owners that it
represents. None of the Trustee, the Certificate Registrar, the Company or
the Master Servicer shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.
(h) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of such
final distribution, notify the Trustee and the Trustee shall, no later
than two (2) Business Days after such Determination Date, mail on such
date to each Holder of such Class of Certificates a notice to the effect
that: (i) the Trustee anticipates that the final distribution with respect
to such Class of Certificates will be made on such Distribution Date but
only upon presentation and surrender of such Certificates at the office of
the Trustee or as otherwise specified therein, and (ii) no interest shall
accrue on such Certificates from and after the end of the prior calendar
month. In the event that Certificateholders required to surrender their
Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow account for the
benefit of such Certificateholders as provided in Section 9.01(d).
SECTION 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer
shall forward to the Trustee and the Trustee shall forward by mail to each
Holder and the Company a statement setting forth the following information
as to each Class of Certificates to the extent applicable:
(i) (a) the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance
thereof, and (b) the aggregate amount included therein representing
Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable
to such Holders if there were sufficient funds available therefor, the
amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of principal on such
Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of
Certificates, and each of the Senior, Class M and Class B Percentages,
after giving effect to the amounts distributed on such Distribution
Date, separately identifying any reduction thereof due to Realized
Losses other than pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Mortgage
Loans that are delinquent (A) one month, (B) two months and (C) three
months 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-4
Certificates and each Subclass, if any, thereof;
(xiii) the Class A-4 Notional Amount and each Class A-4 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; and
(xx) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate with a
$1,000 denomination. In addition to the statement provided to the Trustee as set
forth in this Section 4.03(a), the Master Servicer shall provide to any manager
of a trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and
shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate, other than a
Class R Certificate, a statement containing the information set forth in
clauses (i) and (ii) of subsection (a) above aggregated for such calendar
year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer pursuant to any
requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and
shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Class R Certificate, a
statement containing the applicable distribution information provided
pursuant to this Section 4.03 aggregated for such calendar year or
applicable portion thereof during which such Person was the Holder of a
Class R Certificate. Such obligation of the Master Servicer shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer pursuant to any
requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master Servicer,
as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
SECTION 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next
succeeding each Determination Date, the Master Servicer shall furnish a
written statement to the Trustee, any Paying Agent and the Company (the
information in such statement to be made available to Certificateholders
by the Master Servicer on request) setting forth (i) the Available
Distribution Amount; and (ii) the amounts required to be withdrawn from
the Custodial Account and deposited into the Certificate Account on the
immediately succeeding Certificate Account Deposit Date pursuant to clause
(iii) of Section 4.01(a). The determination by the Master Servicer of such
amounts shall, in the absence of obvious error, be presumptively deemed to
be correct for all purposes hereunder and the Trustee shall be protected
in relying upon the same without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the
Certificate Account from its own funds, or funds received therefor from
the Subservicers, an amount equal to the Advances to be made by the Master
Servicer in respect of the related Distribution Date, which shall be in an
aggregate amount equal to the aggregate amount of Monthly Payments (with
each interest portion thereof adjusted to the Net Mortgage Rate), less the
amount of any related Servicing Modifications, Debt Service Reductions or
reductions in the amount of interest collectable from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which Monthly
Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be
a Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Certificate Account all or a portion
of the Amount Held for Future Distribution in discharge of any such
Advance, or (iii) make advances in the form of any combination of (i) and
(ii) aggregating the amount of such Advance. Any portion of the Amount
Held for Future Distribution so used shall be replaced by the Master
Servicer by deposit in the Certificate Account on or before 11:00 A.M. New
York time on any future Certificate Account Deposit Date to the extent
that funds attributable to the Mortgage Loans that are available in the
Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date.
The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the
Advance made by the Master Servicer pursuant to this Section 4.04. The
amount of any reimbursement pursuant to Section 4.02(a)(iii) in respect of
outstanding Advances on any Distribution Date shall be allocated to
specific Monthly Payments due but delinquent for previous Due Periods,
which allocation shall be made, to the extent practicable, to Monthly
Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the
Master Servicer from recoveries on related Mortgage Loans pursuant to
Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
SECTION 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due in the month in which such Distribution Date occurs. The
amount of each Realized Loss shall be evidenced by an Officers' Certificate. All
Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; second, to the Class B-2 Certificates until
the Certificate Principal Balance thereof has been reduced to zero; third, to
the Class B-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and, thereafter, if such
Realized Losses are on a Discount Mortgage Loan, to the Class A-3 Certificates,
in an amount equal to the Discount Fraction of the principal portion thereof,
and the remainder of such Realized Losses and the entire amount of such Realized
Losses on Non-Discount Mortgage Loans among all the Class A Certificates (other
than the Class A-3 Certificates) and Class R Certificates on a pro rata basis,
as described below, provided, however, that Realized Losses otherwise allocable
to the Class A-1 Certificates will be allocated to the Class A-2 Certificates
until the Certificate Principal Balance of the Class A-2 Certificates is reduced
to zero. Any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess
Fraud Losses and Extraordinary Losses on Non-Discount Mortgage Loans will be
allocated among the Class A (other than the Class A-3 Certificates), Class M,
Class B and Class R Certificates, on a pro rata basis, as described below,
provided, however, that Realized Losses otherwise allocable to the Class A-1
Certificates will be allocated to the Class A-2 Certificates until the
Certificate Principal Balance of the Class A-2 Certificates is reduced to zero.
The principal portion of such losses on Discount Mortgage Loans will be
allocated to the Class A-3 Certificates in an amount equal to the related
Discount Fraction thereof, and the remainder of such losses on Discount Mortgage
Loans will be allocated among the Class A Certificates (other than the Class A-3
Certificates), Class M, Class B and Class R Certificates on a pro rata basis, as
described below; provided, however, that Realized Losses otherwise allocable to
the Class A-1 Certificates will be allocated to the Class A-2 Certificates until
the Certificate Principal Balance of the Class A-2 Certificates is reduced to
zero.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon for such Distribution Date (without regard
to any Compensating Interest for such Distribution Date) in the case of an
interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the provisions of Section 4.02(a). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby; provided that if any Subclasses
of the Class A-4 Certificates have been issued pursuant to Section 5.01(c), such
Realized Losses and other losses allocated to the Class A-4 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, the Master Servicer shall
continue to service any such Mortgage Loan after the date of such 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. 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.
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.
The Trustee shall (i) receive as attorney-in-fact of each Holder of a
Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A,
B, C and D and shall, on original issue, be executed and delivered by the
Trustee to the Certificate Registrar for authentication and delivery to or
upon the order of the Company upon receipt by the Trustee or one or more
Custodians of the documents specified in Section 2.01. The Certificates,
other than the Class A-4 and Class R Certificates, shall be issuable in
minimum dollar denominations of $25,000 (or $250,000 in the case of the
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates) and
integral multiples of $1 (or $1,000 in the case of the Class A-3, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates) in excess thereof, except that one Certificate of each of
the Class A-3, Class M-3, 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-3 $ 25,759.24
Class M-3 $250,500.00
Class B-1 $250,600.00
Class B-2 $384,500.00
Class B-3 $384,547.66
The Class A-4 and Class R Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest; provided, however,
that one Class R Certificate will be issuable to Residential Funding as "tax
matters person" pursuant to Section 10.01(c) and (e) in a minimum denomination
representing a Percentage Interest of not less than 0.01%. Each Subclass of
Class A-4 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-3 Certificates
and Class A-4 Certificates, shall initially be issued as one or more
Certificates registered in the name of the Depository or its nominee and,
except as provided below, registration of such Certificates may not be
transferred by the Trustee except to another Depository that agrees to
hold such Certificates for the respective Certificate Owners with
Ownership Interests therein. The Certificateholders shall hold their
respective Ownership Interests in and to each of the Class A Certificates,
other than the Class A-3 Certificates and Class A-4 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-4 Certificates, may exchange such Holder's Class A-4
Certificates for Subclasses of Class A-4 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-4 Certificates so
surrendered for exchange. Any Subclass so issued shall bear a numerical
designation commencing with Class A-4-1 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-4 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-4 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 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 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) In the case of any Class A-2, Class M, Class B or Class R
Certificate presented for registration in the name of any Person, either
(i) the Trustee shall require an Opinion of Counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the Master
Servicer to the effect that the purchase or holding of such Class A-2,
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 (ii) the prospective transferee shall be required
to provide the Trustee, the Company and the Master Servicer with a
certification to the effect set forth in paragraph six of Exhibit J-1
(with respect to any Class B Certificate), Exhibit J-2 (with respect to
any Class A-2 or 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
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.
Notwithstanding the foregoing, an opinion of counsel or
certification will not be required with respect to the purchase of the
Class A-2 Certificates, provided that such certificates are DTC Registered
Certificates. Any transferee of a Class A-2 Certificate that is a DTC
Registered Certificate will be deemed to have represented by such purchase
that either (a) such transferee is not a Plan and is not purchasing the
Class A-2 Certificates by or on behalf of or with Plan Assets of any Plan
or (b) the purchase of the Class A-2 Certificate by or on behalf of or
with "Plan Assets" of any Plan is permissible under applicable law, will
not result in any non-exempt prohibited transaction under ERISA or Section
4975 of the Code and will not subject the Master Servicer, the Company or
the Trustee to any obligation in addition to those undertaken in this
Agreement.
(f) (i) Each Person who has or who acquires any Ownership Interest in
a Class R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee
under clause (iii)(A) below to deliver payments to a Person other than
such Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all
other things necessary in connection with any such sale. The rights of
each Person acquiring any Ownership Interest in a Class R Certificate are
expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any
change or impending change in its status as a Permitted
Transferee.
(B) In connection with any proposed Transfer of
any Ownership Interest in a Class R Certificate, the
Trustee shall require delivery to it, and shall not
register the Transfer of any Class R Certificate until
its receipt of, (I) an affidavit and agreement (a
"Transfer Affidavit and Agreement," in the form attached
hereto as Exhibit I-1) from the proposed Transferee, in
form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it
is a Permitted Transferee, that it is not acquiring its
Ownership Interest in the Class R Certificate that is
the subject of the proposed Transfer as a nominee,
trustee or agent for any Person who is not a Permitted
Transferee, that for so long as it retains its Ownership
Interest in a Class R Certificate, it will endeavor to
remain a Permitted Transferee, and that it has reviewed
the provisions of this Section 5.02(f) and agrees to be
bound by them, and (II) a certificate, in the form
attached hereto as Exhibit I-2, from the Holder wishing
to transfer the Class R Certificate, in form and
substance satisfactory to the Master Servicer,
representing and warranting, among other things, that no
purpose of the proposed Transfer is to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer
Affidavit and Agreement by a proposed Transferee under
clause (B) above, if a Responsible Officer of the Trustee
who is assigned to this Agreement has actual knowledge that
the proposed Transferee is not a Permitted Transferee, no
Transfer of an Ownership Interest in a Class R Certificate
to such proposed Transferee shall be effected. (D) Each
Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer
Affidavit and Agreement from any other Person to whom such
Person attempts to transfer its Ownership Interest in a
Class R Certificate and (y) not to transfer its Ownership
Interest unless it provides a certificate to the Trustee in
the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an
Ownership Interest in such Certificate, agrees to give
the Trustee written notice that it is a "pass-through
interest holder" within the meaning of Temporary
Treasury Regulations Section 1.67-3T(a)(2)(i)(A)
immediately upon acquiring an Ownership Interest in a
Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf
of, a " pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit
and Agreement, a certificate of the Holder requesting such transfer
in the form attached hereto as Exhibit I-2 and all of such other
documents as shall have been reasonably required by the Trustee as a
condition to such registration. Transfers of the Class R
Certificates to Non-United States Persons and Disqualified
Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(iii) (A) If any Disqualified Organization shall become a
holder of a Class R Certificate, then the last preceding Permitted
Transferee shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
Non-United States Person shall become a holder of a Class R
Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact
not permitted by this Section 5.02(f) or for making any payments due
on such Certificate to the holder thereof or for taking any other
action with respect to such holder under the provisions of this
Agreement.
(B) If any purported Transferee shall become a
Holder of a Class R Certificate in violation of the
restrictions in this Section 5.02(f) and to the extent
that the retroactive restoration of the rights of the
Holder of such Class R Certificate as described in
clause (iii)(A) above shall be invalid, illegal or
unenforceable, then the Master Servicer shall have the
right, without notice to the holder or any prior holder
of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master
Servicer on such terms as the Master Servicer may
choose. Such purported Transferee shall promptly endorse
and deliver each Class R Certificate in accordance with
the instructions of the Master Servicer. Such purchaser
may be the Master Servicer itself or any Affiliate of
the Master Servicer. The proceeds of such sale, net of
the commissions (which may include commissions payable
to the Master Servicer or its Affiliates), expenses and
taxes due, if any, will be remitted by the Master
Servicer to such purported Transferee. The terms and
conditions of any sale under this clause (iii)(B) shall
be determined in the sole discretion of the Master
Servicer, and the Master Servicer shall not be liable to
any Person having an Ownership Interest in a Class R
Certificate as a result of its exercise of such
discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Class R Certificate to any Person who
is a Disqualified Organization, including the information regarding
"excess inclusions" of such Class R Certificates required to be
provided to the Internal Revenue Service and certain Persons as
described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and (B) as a result of any regulated investment
company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381
of the Code that holds an Ownership Interest in a Class R
Certificate having as among its record holders at any time any
Person who is a Disqualified Organization. Reasonable compensation
for providing such information may be required by the Master
Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the
effect that the modification, addition to or elimination of
such provisions will not cause such Rating Agency to
downgrade its then-current ratings, if any, of any Class of
the Class A, Class M, Class B or Class R Certificates below
the lower of the then-current rating or the rating assigned
to such Certificates as of the Closing Date by such Rating
Agency; and
(B) subject to Section 10.01(f), a certificate of
the Master Servicer stating that the Master Servicer has
received an Opinion of Counsel, in form and substance
satisfactory to the Master Servicer, to the effect that
such modification, addition to or absence of such
provisions will not cause the Trust Fund to cease to
qualify as a REMIC and will not cause (x) the Trust Fund
to be subject to an entity-level tax caused by the
Transfer of any Class R Certificate to a Person that is
a Disqualified Organization or (y) a Certificateholder
or another Person to be subject to a REMIC-related tax
caused by the Transfer of a Class R Certificate to a
Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of " Certificateholder," and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
SECTION 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the
Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
SECTION 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal
Balance is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans, either the Master Servicer or the Company shall have
the right, at its option, to purchase the Certificates in whole, but not
in part, at a price equal to the outstanding Certificate Principal Balance
of such Certificates plus the sum of Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on
which the Master Servicer or the Company, as applicable, anticipates that
it will purchase the Certificates pursuant to Section 5.06(a). Notice of
any such purchase, specifying the Distribution Date upon which the Holders
may surrender their Certificates to the Trustee for payment in accordance
with this Section 5.06, shall be given promptly by the Master Servicer or
the Company, as applicable, by letter to Certificateholders (with a copy
to the Certificate Registrar and each Rating Agency) mailed not earlier
than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such Certificates
at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be
purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee
shall distribute to such Holders an amount equal to the outstanding
Certificate Principal Balance thereof plus the sum of Accrued Certificate
Interest thereon for the related Interest Accrual Period and any previously
unpaid Accrued Certificate Interest with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase
pursuant to this Section 5.06 is to be made, the Trustee shall on such
date cause all funds in the Certificate Account deposited therein by the
Master Servicer or the Company, as applicable, pursuant to Section 5.06(b)
to be withdrawn therefrom and deposited in a separate escrow account for
the benefit of such Certificateholders, and the Master Servicer or the
Company, as applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of the
purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee
shall take appropriate steps as directed by the Master Servicer or the
Company, as applicable, to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall
be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation in accordance with this Section 5.06, the
Trustee shall pay to the Master Servicer or the Company, as applicable,
all amounts distributable to the Holders thereof and the Master Servicer
or the Company, as applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the
Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that is not surrendered
on the Distribution Date on which a purchase pursuant to this Section 5.06
occurs as provided above will be deemed to have been purchased and the
Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated thereto. Any
Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer
or the Company, as applicable, shall be for all purposes the Holder
thereof as of such date.
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
SECTION 6.01. Respective Liabilities of the Company and the Master
Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
SECTION 6.02. Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be
merged or consolidated, or any corporation resulting from any merger or
consolidation to which the Company or the Master Servicer shall be a
party, or any Person succeeding to the business of the Company or the
Master Servicer, shall be the successor of the Company or the Master
Servicer, as the case may be, hereunder, without the execution or filing
of any paper or any further act on the part of any of the parties hereto,
anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person to the Master Servicer shall be
qualified to service mortgage loans on behalf of FNMA or FHLMC; and
provided further that each Rating Agency's ratings, if any, of the Class
A, Class M, Class B or Class R Certificates in effect immediately prior to
such merger or consolidation will not be qualified, reduced or withdrawn
as a result thereof (as evidenced by a letter to such effect from each
Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section
6.04 to the contrary, the Master Servicer may assign its rights and
delegate its duties and obligations under this Agreement; provided that
the Person accepting such assignment or delegation shall be a Person which
is qualified to service mortgage loans on behalf of FNMA or FHLMC, is
reasonably satisfactory to the Trustee and the Company, is willing to
service the Mortgage Loans and executes and delivers to the Company and
the Trustee an agreement, in form and substance reasonably satisfactory to
the Company and the Trustee, which contains an assumption by such Person
of the due and punctual performance and observance of each covenant and
condition to be performed or observed by the Master Servicer under this
Agreement; provided further that each Rating Agency's rating of the
Classes of Certificates that have been rated in effect immediately prior
to such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as evidenced by a
letter to such effect from each Rating Agency). In the case of any such
assignment and delegation, the Master Servicer shall be released from its
obligations under this Agreement, except that the Master Servicer shall
remain liable for all liabilities and obligations incurred by it as Master
Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.
SECTION 6.03. Limitation on Liability of the Company, the Master Servicer
and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any obligation
to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
SECTION 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the Certificates
of such Class and this Agreement and, in either case, such failure
shall continue unremedied for a period of 5 days after the date upon
which written notice of such failure, requiring such failure to be
remedied, shall have been given to the Master Servicer by the
Trustee or the Company or to the Master Servicer, the Company and
the Trustee by the Holders of Certificates of such Class evidencing
Percentage Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in
any material respect any other of the covenants or agreements on the
part of the Master Servicer contained in the Certificates of any
Class or in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such number of days
shall be 15 in the case of a failure to pay the premium for any
Required Insurance Policy) after the date on which written notice of
such failure, requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or the Company, or to
the Master Servicer, the Company and the Trustee by the Holders of
Certificates of any Class evidencing, in the case of any such Class,
Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency
or similar law or appointing a conservator or receiver or liquidator
in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the
Master Servicer and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a conservator
or receiver or liquidator in any insolvency, readjustment of debt, marshalling
of assets and liabilities, or similar proceedings of, or relating to, the Master
Servicer or of, or relating to, all or substantially all of the property of the
Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay its
debts generally as they become due, file a petition to take advantage of, or
commence a voluntary case under, any applicable insolvency or reorganization
statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section
4.04(b) that it is unable to deposit in the Certificate Account an amount equal
to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the Trustee may, and at the
direction of Holders of Certificates entitled to at least 51% of the Voting
Rights, the Trustee shall, by notice in writing to the Master Servicer (and to
the Company if given by the Trustee or to the Trustee if given by the Company),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee shall, by notice to the Master
Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
SECTION 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's consent (which shall not
be unreasonably withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers or Sellers as set forth in
such Sections, and its obligations to deposit amounts in respect of losses
incurred prior to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and
4.01(b) by the terms and provisions hereof); provided, however, that any failure
to perform such duties or responsibilities caused by the preceding Master
Servicer's failure to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation therefor, the
Trustee shall be entitled to all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to charge to the Custodial Account or
the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage servicing institution, having a
net worth of not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall become successor
to the Master Servicer and shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Master Servicer
hereunder. The Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. The Servicing Fee for any successor Master Servicer
appointed pursuant to this Section 7.02 will be lowered with respect to those
Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less
than 0.20% per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
SECTION 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
SECTION 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any -------- ------- such waiver of a default
or Event of Default by the Holders representing the requisite percentage of
Voting Rights affected by such default or Event of Default, such default or
Event of Default shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. No such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon except
to the extent expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically
set forth in this Agreement. In case an Event of Default has occurred
(which has not been cured or waived), the Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such investor's
own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement. The
Trustee shall notify the Certificateholders of any such documents which do
not materially conform to the requirements of this Agreement in the event
that the Trustee, after so requesting, does not receive satisfactorily
corrected documents.
The Trustee shall forward or cause to be forwarded in a timely
fashion the notices, reports and statements required to be forwarded by
the Trustee pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee
shall furnish in a timely fashion to the Master Servicer such information
as the Master Servicer may reasonably request from time to time for the
Master Servicer to fulfill its duties as set forth in this Agreement. The
Trustee covenants and agrees that it shall perform its obligations
hereunder in a manner so as to maintain the status of the Trust Fund as a
REMIC under the REMIC Provisions and (subject to Section 10.01(f)) to
prevent the imposition of any federal, state or local income, prohibited
transaction, contribution or other tax on the Trust Fund to the extent
that maintaining such status and avoiding such taxes are reasonably within
the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that:
-------- -------
(i) Prior to the occurrence of an Event of Default, and after
the curing or waiver of all such Events of Default which may have
occurred, the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement, the
Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to
the Trustee by the Company or the Master Servicer and which on their
face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith
in accordance with the direction of Certificateholders of any Class
holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified
in clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible
Officer of the Trustee assigned to and working in the Corporate
Trust Office obtains actual knowledge of such failure or event or
the Trustee receives written notice of such failure or event at its
Corporate Trust Office from the Master Servicer, the Company or any
Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision
in this Agreement shall require the Trustee to expend or risk its
own funds (including, without limitation, the making of any Advance)
or otherwise incur any personal financial liability in the
performance of any of its duties as Trustee hereunder, or in the
exercise of any of its rights or powers, if the Trustee shall have
reasonable grounds for believing that repayment of funds or adequate
indemnity against such risk or liability is not reasonably assured
to it.
(d) The Trustee shall timely pay, from its own funds, the amount of
any and all federal, state and local taxes imposed on the Trust Fund or
its assets or transactions including, without limitation, (A) "prohibited
transaction" penalty taxes as defined in Section 860F of the Code, if,
when and as the same shall be due and payable, (B) any tax on
contributions to a REMIC after the Closing Date imposed by Section 860G(d)
of the Code and (C) any tax on "net income from foreclosure property as
defined in Section 860G(c) of the Code, but only if such taxes arise out
of a breach by the Trustee of its obligations hereunder, which breach
constitutes negligence or willful misconduct of the Trustee.
SECTION 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of any of the
Certificateholders, pursuant to the provisions of this Agreement,
unless such Certificateholders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities which may be incurred therein or thereby; nothing
contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has
not been cured), to exercise such of the rights and powers vested in
it by this Agreement, and to use the same degree of care and skill
in their exercise as a prudent investor would exercise or use under
the circumstances in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder
and after the curing of all Events of Default which may have
occurred, the Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent,
order, approval, bond or other paper or document, unless requested
in writing so to do by Holders of Certificates of any Class
evidencing, as to such Class, Percentage Interests, aggregating not
less than 50%; provided, however, that if the payment within a
reasonable time to the Trustee of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee
by the security afforded to it by the terms of this Agreement, the
Trustee may require reasonable indemnity against such expense or
liability as a condition to so proceeding. The reasonable expense of
every such examination shall be paid by the Master Servicer, if an
Event of Default shall have occurred and is continuing, and
otherwise by the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to
be filed on behalf of the Trust Fund. The Trustee shall sign on behalf
of the Trust Fund and deliver to the Master Servicer in a timely
manner any Tax Returns prepared by or on behalf of the Master Servicer
that the Trustee is required to sign as determined by the Master
Servicer pursuant to applicable federal, state or local tax laws,
provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to
Section 10.01(f)) it shall have obtained or been furnished with an Opinion
of Counsel to the effect that such contribution will not (i) cause the
Trust Fund to fail to qualify as a REMIC at any time that any Certificates
are outstanding or (ii) cause the Trust Fund to be subject to any federal
tax as a result of such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under Section 860F(a) of
the Code).
SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
SECTION 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
SECTION 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee
and any co-trustee from time to time, and the Trustee and any co-trustee
shall be entitled to, reasonable compensation (which shall not be limited
by any provision of law in regard to the compensation of a trustee of an
express trust) for all services rendered by each of them in the execution
of the trusts hereby created and in the exercise and performance of any of
the powers and duties hereunder of the Trustee and any co-trustee, and the
Master Servicer will pay or reimburse the Trustee and any co-trustee upon
request for all reasonable expenses, disbursements and advances incurred
or made by the Trustee or any co-trustee in accordance with any of the
provisions of this Agreement (including the reasonable compensation and
the expenses and disbursements of its counsel and of all persons not
regularly in its employ, and the expenses incurred by the Trustee or any
co-trustee in connection with the appointment of an office or agency
pursuant to Section 8.12) except any such expense, disbursement or advance
as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to
hold the Trustee harmless against, any loss, liability or expense incurred
without negligence or willful misconduct on its part, arising out of, or
in connection with, the acceptance and administration of the Trust Fund,
including the costs and expenses (including reasonable legal fees and
expenses) of defending itself against any claim in connection with the
exercise or performance of any of its powers or duties under this
Agreement, 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 One First
National Plaza, Suite 0126, Chicago, IL 60670-0126 for the purpose of
keeping the Certificate Register. The Trustee will maintain an office at
the address stated in Section 11.05(c) hereof where notices and demands to
or upon the Trustee in respect of this Agreement may be served.
ARTICLE IX
TERMINATION
SECTION 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee
created hereby in respect of the Certificates (other than the obligation
of the Trustee to make certain payments after the Final Distribution Date
to Certificateholders and the obligation of the Company to send certain
notices as hereinafter set forth) shall terminate upon the last action
required to be taken by the Trustee on the Final Distribution Date
pursuant to this Article IX following the earlier of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in
the Trust Fund or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund at a price equal to 100% of the
unpaid principal balance of each Mortgage Loan or, if less than such
unpaid principal balance, the fair market value of the related
underlying property of such Mortgage Loan with respect to Mortgage
Loans as to which title has been acquired if such fair market value
is less than such unpaid principal balance (net of any unreimbursed
Advances attributable to principal) on the day of repurchase plus
accrued interest thereon at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of any Modified Mortgage Loan) to, but not
including, the first day of the month in which such repurchase price
is distributed, provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the Court of St. James,
living on the date hereof and provided further that the purchase
price set forth above shall be increased as is necessary, as
determined by the Master Servicer, to avoid disqualification of the
Trust Fund as a REMIC.
The right of the Master Servicer or the Company to purchase all the assets
of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool
Stated Principal Balance as of the Final Distribution Date being less than ten
percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets
of the Trust Fund, the Company shall give the Trustee not less than 60
days' prior notice of the Distribution Date on which the Master Servicer
or the Company, as applicable, anticipates that the final distribution
will be made to Certificateholders (whether as a result of the exercise by
the Master Servicer or the Company of its right to purchase the assets of
the Trust Fund or otherwise). Notice of any termination, specifying the
anticipated Final Distribution Date (which shall be a date that would
otherwise be a Distribution Date) upon which the Certificateholders may
surrender their Certificates to the Trustee (if so required by the terms
hereof) for payment of the final distribution and cancellation, shall be
given promptly by the Master Servicer or the Company, as applicable (if it
is exercising its right to purchase the assets of the Trust Fund), or by
the Trustee (in any other case) by letter to the Certificateholders mailed
not earlier than the 15th day and not later than the 25th day of the month
next preceding the month of such final distribution specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or agency of
the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the Class A
Certificates, Class M Certificates and Class R Certificates, that
payment will be made only upon presentation and surrender of the
Certificates at the office or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Class A, Class M, Class B and Class R
Certificates, upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's or the
Company's election to repurchase, or (ii) if the Master Servicer or the
Company elected to so repurchase, an amount determined as follows: (A)
with respect to each Certificate the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest for the related
Interest Accrual Period thereon and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in Section
4.02(a), and (B) with respect to the Class R Certificates, any excess of
the amounts available for distribution (including the repurchase price
specified in clause (ii) of subsection (a) of this Section) over the total
amount distributed under the immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender
their Certificates for final payment and cancellation on or before the
Final Distribution Date (if so required by the terms hereof), the Trustee
shall on such date cause all funds in the Certificate Account not
distributed in final distribution to Certificateholders to be withdrawn
therefrom and credited to the remaining Certificateholders by depositing
such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable
(if it exercised its right to purchase the assets of the Trust Fund), or
the Trustee (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If
within six months after the second notice any Certificate shall not have
been surrendered for cancellation, the Trustee shall take appropriate
steps as directed by the Master Servicer or the Company, as applicable, to
contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining the escrow account and
of contacting Certificateholders shall be paid out of the assets which
remain in the escrow account. If within nine months after the second
notice any Certificates shall not have been surrendered for cancellation,
the Trustee shall pay to the Master Servicer or the Company, as
applicable, all amounts distributable to the holders thereof and the
Master Servicer or the Company, as applicable, shall thereafter hold such
amounts until distributed to such holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the escrow account
or by the Master Servicer or the Company, as applicable, as a result of
such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01.
SECTION 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the
following additional requirements, unless (subject to Section 10.01(f))
the Trustee and the Master Servicer have received an Opinion of Counsel
(which Opinion of Counsel shall not be an expense of the Trustee) to the
effect that the failure of the Trust Fund as the case may be, to comply
with the requirements of this Section 9.02 will not (i) result in the
imposition on the Trust of taxes on "prohibited transactions," as
described in Section 860F of the Code, or (ii) cause the Trust Fund to
fail to qualify as a REMIC at any time that any Certificate is
outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for the Trust Fund and specify the first day of such period in
a statement attached to the Trust Fund's final Tax Return pursuant to
Treasury regulations Section 1.860F-1. The Master Servicer also shall
satisfy all of the requirements of a qualified liquidation for the
Trust Fund under Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final payment on the Certificates, the Trustee
shall sell or otherwise dispose of all of the remaining assets of the
Trust Fund in accordance with the terms hereof; and
(iii) If the Master Servicer or the Company is exercising its
right to purchase the assets of the Trust Fund, the Master Servicer
shall, during the 90-day liquidation period and at or prior to the
Final Distribution Date, purchase all of the assets of the Trust
Fund for cash; provided, however, that in the event that a calendar
quarter ends after the commencement of the 90-day liquidation period
but prior to the Final Distribution Date, the Master Servicer or the
Company shall not purchase any of the assets of the Trust Fund prior
to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby
irrevocably approves and appoints the Master Servicer as its
attorney-in-fact to adopt a plan of complete liquidation for the Trust
Fund at the expense of the Trust Fund in accordance with the terms and
conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
SECTION 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as a REMIC under the Code and, if necessary, under applicable state
law. Such election will be made on Form 1066 or other appropriate federal
tax or information return (including Form 8811) or any appropriate state
return for the taxable year ending on the last day of the calendar year in
which the Certificates are issued. For the purposes of the REMIC election
in respect of the Trust Fund, each of the Class A (except for Class A-4),
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
temporary Treasury regulations section 301.6231(a)(7)-1T. 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 each of the REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each of 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 10, or (iii)
otherwise against amounts on deposit in the Custodial Account as provided
by Section 3.10 and on the Distribution Date(s) following such
reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the
same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to the REMIC on a
calendar year and on an accrual basis or as otherwise may be required by
the REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to the REMIC unless
(subject to Section 10.01(f)) the Master Servicer and the Trustee shall
have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets
in the REMIC will not cause the REMIC to fail to qualify as REMICs 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-4 Certificates) representing a regular interest in the REMIC
would be reduced to zero is September 25, 2013, 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 September 25, 2013, which is the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage
Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator
shall prepare and file with the Internal Revenue Service Form 8811,
"Information Return for Real Estate Mortgage Investment Conduits (REMIC)
and Issuers of Collateralized Debt Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with
(i) the default, imminent default or foreclosure of a Mortgage Loan,
including but not limited to, the acquisition or sale of a Mortgaged
Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of
the REMIC (iii) the termination of the REMIC pursuant to Article IX of
this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II
or III of this Agreement) nor acquire any assets for the REMIC nor sell or
dispose of any investments in the Custodial Account or the Certificate
Account for gain nor accept any contributions to the REMIC after the
Closing Date unless it has received an Opinion of Counsel that such sale,
disposition, substitution or acquisition will not (a) affect adversely the
status of the REMIC as a REMIC or (b) unless the Master Servicer has
determined in its sole discretion to indemnify the Trust Fund against such
tax, cause the REMIC to be subject to a tax on "prohibited transactions"
or "contributions" pursuant to the REMIC Provisions.
SECTION 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Company or the Master Servicer, as a result
of a breach of the Trustee's covenants set forth in Article VIII or this
Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on
or incurred by the Trust Fund, the Company, the Master Servicer or the
Trustee, as a result of a breach of the REMIC Administrator's covenants
set forth in this Article X with respect to compliance with the REMIC
Provisions, including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the REMIC Administrator
that contain errors or omissions; provided, however, that such liability
will not be imposed to the extent such breach is a result of an error or
omission in information provided to the REMIC Administrator by the Master
Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on
or incurred by the Trust Fund, the Company, the REMIC Administrator or the
Trustee, as a result of a breach of the Master Servicer's covenants set
forth in this Article X or in Article III with respect to compliance with
the REMIC Provisions, including without limitation, any penalties arising
from the Trustee's execution of Tax Returns prepared by the Master
Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time
to time by the Company, the Master Servicer and the Trustee, without the
consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein
or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code that
would be a claim against the Trust Fund, provided that the Trustee
has received an Opinion of Counsel to the effect that (A) such
action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and
(B) such action will not adversely affect in any material respect
the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name
in which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder and (C) such change shall not
result in a reduction of the rating assigned to any Class of
Certificates below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the
Class R Certificates, by virtue of their being the "residual
interests" in the REMIC provided that (A) such change shall not
result in reduction of the rating assigned to any such Class of
Certificates below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect, and
(B) such change shall not (subject to Section 10.01(f)), as
evidenced by an Opinion of Counsel (at the expense of the party
seeking so to modify, eliminate or add such provisions), cause the
REMIC or any of the Certificateholders (other than the transferor)
to be subject to a federal tax caused by a transfer to a Person that
is not a Permitted Transferee, or
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended
from time to time by the Company, the Master Servicer and the Trustee with
the consent of the Holders of Certificates evidencing in the aggregate not
less than 66% of the Percentage Interests of each Class of Certificates
affected thereby for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Agreement or
such Custodial Agreement or of modifying in any manner the rights of the
Holders of Certificates of such Class; provided, however, that no such
amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate
without the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment, in
any such case without the consent of the Holders of all Certificates
of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the
Trustee shall not consent to any amendment to this Agreement unless it
shall have first received an Opinion of Counsel (subject to Section
10.01(f) and at the expense of the party seeking such amendment) to the
effect that such amendment or the exercise of any power granted to the
Master Servicer, the Company or the Trustee in accordance with such
amendment will not result in the imposition of a federal tax on the Trust
Fund or cause the Trust Fund to fail to qualify as a REMIC at any time
that any Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee
shall furnish written notification of the substance of such amendment to
each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 12.01 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining such consents and of
evidencing the authorization of the execution thereof by Certificateholders
shall be subject to such reasonable regulations as the Trustee may
prescribe.
(e) The Company shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment
obligation, irrevocable letter of credit, surety bond, insurance policy or
similar instrument or a reserve fund, or any combination of the foregoing,
for the purpose of protecting the Holders of the Class B Certificates
against any or all Realized Losses or other shortfalls. Any such
instrument or fund shall be held by the Trustee for the benefit of the
Class B Certificateholders, but shall not be and shall not be deemed to be
under any circumstances included in the Trust Fund. To the extent that any
such instrument or fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be an outside reserve
fund and not an asset of the Trust Fund, (ii) any such reserve fund shall
be owned by the Company, and (iii) amounts transferred by the Trust Fund
to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of
Treasury Regulations Section 1.860G-2(h) as it reads as of the Cut-off
Date. In connection with the provision of any such instrument or fund,
this Agreement and any provision hereof may be modified, added to, deleted
or otherwise amended in any manner that is related or incidental to such
instrument or fund or the establishment or administration thereof, such
amendment to be made by written instrument executed or consented to by the
Company but without the consent of any Certificateholder and without the
consent of the Master Servicer or the Trustee being required unless any
such amendment would impose any additional obligation on, or otherwise
adversely affect the interests of the Class A Certificateholders, the
Class R Certificateholders, the Class M Certificateholders, the Master
Servicer or the Trustee, as applicable; provided that the Company obtains
(subject to Section 10.01(f)) an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any such amendment will
not cause (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions"
under Section 860F(a)(1) of the Code or on "contributions after the
startup date" under Section 860G(d)(1) of the Code and (b) the REMIC to
fail to qualify as a REMIC at any time that any Certificate is
outstanding. In the event that the Company elects to provide such coverage
in the form of a limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such amendment to this
Agreement shall be substantially in the form attached hereto as Exhibit M
(in which case Residential Funding's Subordinate Certificate Loss
Obligation as described in such exhibit shall be established by
Residential Funding's consent to such amendment) and that the limited
guaranty shall be executed in the form attached hereto as Exhibit N, with
such changes as the Company shall deem to be appropriate; it being
understood that the Trustee has reviewed and approved the content of such
forms and that the Trustee's consent or approval to the use thereof is not
required.
SECTION 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any
or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation
to be effected by the Master Servicer and at its expense on direction by
the Trustee (pursuant to the request of Holders of Certificates entitled
to at least 25% of the Voting Rights), but only upon direction accompanied
by an Opinion of Counsel to the effect that such recordation materially
and beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute
but one and the same instrument.
SECTION 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or winding
up of the Trust Fund, nor otherwise affect the rights, obligations and
liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless
such Holder previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of Certificates of any Class evidencing in the
aggregate not less than 25% of the related Percentage Interests of such
Class, shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and
intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders
of Certificates of any Class shall have any right in any manner whatever
by virtue of any provision of this Agreement to affect, disturb or
prejudice the rights of the Holders of any other of such Certificates of
such Class or any other Class, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under
this Agreement, except in the manner herein provided and for the common
benefit of Certificateholders of such Class or all Classes, as the case
may be. For the protection and enforcement of the provisions of this
Section 11.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.
SECTION 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
SECTION 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be deemed
to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee which shall be deemed to have
been duly given only when received), to (a) in the case of the Company, 8400
Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota 55437, Attention:
President, or such other address as may hereafter be furnished to the Master
Servicer and the Trustee in writing by the Company, (b) in the case of the
Master Servicer, 10 Universal City Plaza, Suite 2100, Universal City, California
91608, Attention: Ms. Becker or such other address as may be hereafter furnished
to the Company and the Trustee by the Master Servicer in writing, (c) in the
case of the Trustee, Corporate Trust Services Division, One First National
Plaza, Suite 0126, Chicago, IL 60670-0126, Attention: Residential Funding
Corporation Series 1998-S22 or such other address as may hereafter be furnished
to the Company and the Master Servicer in writing by the Trustee, (d) in the
case of Fitch IBCA, One State Street Plaza, New York, New York 10004, or such
other address as may hereafter be furnished to the Company, the Trustee and the
Master Servicer in writing by Fitch IBCA, and (e) in the case of Standard &
Poor's, 25 Broadway, New York, New York 10004 or such other address as may be
hereafter furnished to the Company, the Trustee and the Master Servicer by
Standard & Poor's. Any notice required or permitted to be mailed to a
Certificateholder shall be given by first class mail, postage prepaid, at the
address of such holder as shown in the Certificate Register.
SECTION 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and
3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any
Class of Certificates resulting from the failure by the Master Servicer to make
an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan;
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
SECTION 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be
held by the Trustee pursuant to a Supplemental Article. The instrument adopting
such Supplemental Article shall be executed by the Company, the Master Servicer
and the Trustee; provided, that neither the Master Servicer nor the Trustee
shall withhold their consent thereto if their respective interests would not be
materially adversely affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any provisions of this Agreement
as to any of the Certificates initially issued hereunder, the adoption of the
Supplemental Article shall not constitute an "amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized and their respective seals, duly attested, to be hereunto
affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
[Seal]
By:
Name: Randy Van Zee
Title: Vice President
Attest:
Name: Diane S. Wold
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Diane S. Wold
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
[Seal]
By:
Name: Gary R. Vaughan
Title: Vice President
Attest:
Name: Whitney Iger
Title: Vice President
2
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of September, 1998 before me, a notary public in and
for said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
D
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of September, 1998 before me, a notary public in and for
said State, personally appeared Diane S. Wold, 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 September, 1998 before me, a notary public in and
for said State, personally appeared ________________, known to me to be a Vice
President of The First National Bank of Chicago, the 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>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
[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.]
[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 SEPTEMBER 29, 1998.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000] [$100,000] 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] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE], COMPUTED USING
THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
A-1
<PAGE>
Certificate No. ____ [___%] Pass-Through Rate [based on a Notional Amount]
Class A-__ Senior [Percentage Interest: ___%]
Date of Pooling and Servicing
Agreement and Cut-off Date:
September 1, 1998
Aggregate [Initial Certificate Principal Balance] [Notional Amount] of the
Class A-_____ Certificates:
First Distribution Date:
October 25, 1998
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Notional Amount] of this
Corporation Certificate: $_____________]
Assumed Final CUSIP _________-_____
Distribution Date:
September 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE
Series 1998-S22
evidencing a percentage interest in the distributions allocable to the
Class A-__ Certificates with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc.
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that _____________________________ 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 A-___ Certificates, both as
specified above)] in certain distributions with respect to the Trust Fund
consisting primarily of an interest in a pool of conventional one- to
four-family fixed interest rate first mortgage loans (the "Mortgage Loans"),
formed and sold by Residential Funding Mortgage Securities I, Inc. (hereinafter
called the "Company," which term includes any successor entity under the
Agreement referred to below). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and The First National Bank of Chicago, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount [(of interest and principal, if
any)] required to be distributed to Holders of Class A-__ Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. [The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.]
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
A-3
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto_________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:________________________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_______________________________________________________________________
____________________________________________for the account of
______________________ account number, or, if mailed by check, to
____________________ Applicable statements should be mailed
to______________________________________
This information is provided by ______________________________, the
assignee named above, or ______________________________________________, as its
agent.
A-4
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A CERTIFICATES
[AND CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS 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.
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.
[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 SEPTEMBER 29, 1998. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $ _________________OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS % AND THE AMOUNT OF OID ATTRIBUTABLE
TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $ _________________ PER $1,000 OF
INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
B-1
<PAGE>
Certificate No. ___ 6.50% Pass-Through Rate
Class M-_______ Subordinate Aggregate Certificate Principal Balance
of the Class M Certificates:
$---------------
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate:
September 1, 1998 $_______________
First Distribution Date: CUSIP: _________-_____
October 25, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
September 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S22
evidencing a percentage interest in any distributions allocable to the
Class M-__ Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class M-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class M Certificate will be made unless the
Trustee has received either (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 M Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (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 Section
III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-2
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
B-3
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto___________________________________________________________________________
(Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:______________________________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_________________________________________________________________for the account
of ________________________________________ account number
_______________________ or, if mailed by check,
to________________________________ ____________ statements should be mailed to
_____________________________________
This information is provided by________________________________
________________________________________________, the assignee named above,
or ___________________________________________, as its agent.
B-4
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS SEPTEMBER 29, 1998. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE
PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $___
OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO
MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
<PAGE>
Certificate No. __ 6.50 % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
$---------------
Date of Pooling and Servicing Agreement and CInitialDCertificate Principal
September 1, 1998 Balance of this Certificate:
$---------------
First Distribution Date:
October 25, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S22
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that Residential Funding Mortgage Securities I, Inc.
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the " Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing 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 Section III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto_____________________________________________________________(Please
print or typewrite name and address including postal zip code of assignee) a
Percentage Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:_________________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to ________________________________________________
______________________________________________________________ the account of
___________________number _____________ or, if mailed by check, to______________
statements should be mailed to______________________________________________
This information is provided by _______________________________, the
assignee named above, or
_______________________________________________________, as its agent.
<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 FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) AN
ELECTING LARGE PARTNERSHIP UNDER SECTION 775 OF THE CODE OR ANY ORGANIZATION
DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON DESCRIBED IN
THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL 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.
<PAGE>
Certificate No. ___ 6.50% Pass-Through Rate
Class R Senior Certificate Aggregate Initial
Principal Balance of the class R Certificates:
$100.00
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate: $____________
September 1, 1998
First Distribution Date: Percentage Interest:
October 25, 1998 ____________%
Master Servicer: CUSIP ____________ - ___________
Residential Funding Corporation
Assumed Final Distribution Date:
September 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S22
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Initial Certificate Principal Balance of this Certificate by the
aggregate Initial Certificate Principal Balance of all Class R Certificates,
both as specified above) in certain distributions with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class R Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, stating that the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975
of the Code (a "Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto_______________________________________________________________Please
print or typewrite name and address including postal zip code of assignee) a
Percentage Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:_________________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_____________________________________________________________________ the
account
of_______________________________________________________________________ number
_____________________, or, if mailed by check,
to______________________________________ statements should be mailed to
______________________________________________________.
This information is provided by ________________________________,
the assignee named above, or
____________________________________________________, as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of September 1, 1998, by and among THE FIRST
NATIONAL BANK OF CHICAGO, as Trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC. (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 September 1, 1998,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1998-S22 (as in effect on the date of
this agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE 1
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context herein.
ARTICLE 2
Custody of Mortgage Documents
SECTION 2.01 Custodian to Act as Agent; Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares
that it holds and will hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and future Certificateholders.
SECTION 2.02 Recordation of Assignments. If any Mortgage File includes one
or more assignments to the Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Company for the purpose of recording it in the appropriate public office
for real property records, and the Company, at no expense to the Custodian,
shall promptly cause to be recorded in the appropriate public office for real
property records each such assignment and, upon receipt thereof from such public
office, shall return each such assignment to the Custodian.
SECTION 2.03 Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to the
Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates,
the Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. In the event that any
Mortgage Note or Assignment of Mortgage has been delivered to the Custodian by
the Company in blank, the Custodian, upon the direction of the Company, shall
cause each such Mortgage Note to be endorsed to the Trustee and each such
Assignment of Mortgage to be completed in the name of the Trustee prior to the
date on which such Interim Certification is delivered to the Trustee. Within 45
days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a Servicing Officer, that the
Master Servicer or a Subservicer, as the case may be, has made a deposit into
the Certificate Account in payment for the purchase of the related Mortgage Loan
in an amount equal to the Purchase Price for such Mortgage Loan, the Custodian
shall release to the Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage Files the
Custodian shall deliver to the Trustee a Final Certification in the form annexed
hereto as Exhibit Three evidencing the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the Custodian shall as
soon as practicable supply the Trustee with a list of all of the documents
relating to the Mortgage Loans then contained in the Mortgage Files.
SECTION 2.04 Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Master Servicer or the Company as set forth in the Pooling Agreement
or by a Seller in a Seller's Agreement or by Residential Funding or the Company
in the Assignment Agreement with respect to a Mortgage Loan relating to a
Mortgage File, the Custodian shall give prompt written notice to the Company,
the Master Servicer and the Trustee.
SECTION 2.05 Custodian to Cooperate; Release of Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any of the Required Insurance Policies. With such certificate, the
Master Servicer shall deliver to the Custodian a trust receipt signed by a
Servicing Officer on behalf of the Master Servicer, and upon receipt of the
foregoing, the Custodian shall deliver the Mortgage File to the Master Servicer.
The Master Servicer shall cause each Mortgage File so released to be returned to
the Custodian when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or
(ii) the Mortgage File or any document therein has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver the Trust Receipt with respect thereto to the Master Servicer upon
deposit of the related Liquidation Proceeds in the Custodial Account as provided
in the Pooling Agreement. In addition, upon the request of the Master Servicer,
the Custodian will send to the Master Servicer copies of any documents contained
in the Mortgage File so requested.
SECTION 2.06 Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE 3
Concerning the Custodian
SECTION 3.01 Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 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 3.02 Indemnification. The Company hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reason of its acting as custodian under
this Agreement, including indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fee or charge shall have been
caused by reason of any negligent act, negligent failure to act or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
SECTION 3.03 Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
SECTION 3.04 Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
SECTION 3.05 Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 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 3.06 Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to
the contrary notwithstanding.
SECTION 3.07 Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE 4
Miscellaneous Provisions
SECTION 4.01 Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
SECTION 4.02 Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Company, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with
written copies thereof.
SECTION 4.03 Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
SECTION 4.04 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 4.05 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
One First National Plaza, Suite 0126
Chicago, IL 60670-0126
Attention: RFMSI, Series 1998-S22
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION,
as Master Servicer
8400 Normandale Lake Boulevard,
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title: Trust Officer
<PAGE>
STATE OF ______________ )
) ss.:
COUNTY OF ____________ )
On the 29th day of September, 1998, before me, a notary public in
and for said State, personally appeared _______________________, known to me to
be a Vice President of The First National Bank of Chicago, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of September, 1998, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
Trust Officer of Norwest Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of September, 1998, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
Vice President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 29th day of September, 1998, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
September 29, 1998
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, IL 60670-0126
Attention: Residential Funding Mortgage Securities I, Inc., Series 1998-S22
Re: Custodial Agreement dated as of September 1, 1998, by and among The
First National Bank of Chicago, Residential Funding Mortgage
Securities I, Inc., Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage Pass-Through Certificates,
Series 1998-S22
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) 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.
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
________________ ____, 1998
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, IL 60670-0126
Attention: Residential Funding Mortgage Securities I, Inc., Series 1998-S22
Re: Custodial Agreement dated as of September 1, 1998, by and among The
First National Bank of Chicago, Residential Funding Mortgage
Securities I, Inc., Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage Pass-Through Certificates,
Series 1998-S22
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
_____________ ___, 1998
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, IL 60670-0126
Attention: Residential Funding Mortgage Securities I, Inc., Series 1998-S22
Re: Custodial Agreement dated as of September 1, 1998, by and among The
First National Bank of Chicago, Residential Funding Mortgage
Securities I, Inc., Residential Funding Corporation and Norwest Bank
Minnesota, National Association, Mortgage Pass-Through Certificates,
Series 1998-S22
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;
(vi) 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;
(vii) 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;
(viii) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(ix) The Security Agreement;
(x) 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;
(xi) 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;
(xii) (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;
(xiii) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Cooperative Loan; and
(xiv) An executed UCC-1 financing statement showing the Master Servicer as
debtor, the Company as secured party and the Trustee as assignee and an executed
UCC-1 financing statement showing the Company as debtor and the Trustee as
secured party, each in a form sufficient for filing, evidencing the interest of
such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION
By:
Name:
Title:
6863-350 DM2
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 09/22/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 09.34.41 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1998-S22 CUTOFF : 09/01/98
POOL : 0004325
:
:
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 #
______________________________________________________________________________
1705327 943/943 F 416,000.00 ZZ
180 407,923.55 1
2560 MAYFAIR LANE 6.875 3,710.12 80
6.625 3,710.12 520,000.00
WESTON FL 33327 2 02/13/98 00
8515600114 03 04/01/98 0
8515600114 O 03/01/13
0
1709131 943/943 F 950,000.00 ZZ
180 931,945.20 1
10 AUGUSTUS LANE 7.125 8,605.40 74
6.875 8,605.40 1,300,000.00
GREENWICH CT 06830 2 02/16/98 00
7575000117 05 04/01/98 0
7575000117 O 03/01/13
0
1722231 E01/G01 F 285,000.00 ZZ
180 284,100.84 1
37 PICADILLY ROAD 7.000 2,561.66 75
6.750 2,561.66 380,000.00
GREAT NECK NY 11023 1 08/03/98 00
0430968230 05 09/01/98 0
982916 O 08/01/13
0
1726659 637/G01 F 610,000.00 T
180 602,480.71 1
848 ELDORADO AVENUE 7.375 5,611.54 75
7.125 5,611.54 813,415.00
CLEARWATER FL 33767 1 04/28/98 00
0430889246 05 06/01/98 0
1
40325 O 05/01/13
0
1732594 E22/G01 F 190,000.00 ZZ
180 187,708.04 1
18300 NW 82 COURT 7.625 1,774.85 54
7.375 1,774.85 353,000.00
MIAMI FL 33015 2 04/17/98 00
0410810113 05 06/01/98 0
410810113 O 05/01/13
0
1734608 882/G01 F 265,000.00 ZZ
180 261,768.54 1
2185 NORTH MERIDIAN AVENUE 7.500 2,456.58 71
7.250 2,456.58 378,000.00
MIAMI BEACH FL 33140 2 04/10/98 00
0430763664 05 06/01/98 0
980205 O 05/01/13
0
1736526 B75/G01 F 57,000.00 ZZ
180 56,156.21 1
744 QUINCE ORCHARD BLVD 7.875 540.62 95
#102 7.625 540.62 60,000.00
GAITHERSBURG MD 20878 2 03/30/98 01
0430988782 01 05/01/98 25
7578891 O 04/01/13
0
1740477 943/943 F 318,000.00 ZZ
120 312,418.38 1
343 EAST 74TH ST APT 10G 6.875 3,671.80 75
6.625 3,671.80 424,000.00
NEW YORK NY 10021 1 05/05/98 00
8090057252 10 07/01/98 0
8090057252 O 06/01/08
0
1741444 E22/G01 F 415,000.00 ZZ
180 409,884.44 1
34324 RAMBLE HILLS 7.375 3,817.68 70
7.125 3,817.68 600,000.00
FARMINGTON HILL MI 48331 5 04/29/98 00
0410821128 05 06/01/98 0
410821128 O 05/01/13
0
1
1746441 H22/G01 F 110,000.00 ZZ
120 110,000.00 2
21 - 17 37TH STREET 7.250 1,291.41 52
7.000 1,291.41 213,000.00
ASTORIA NY 11105 2 08/17/98 00
0430991893 05 10/01/98 0
9805009 O 09/01/08
0
1750233 025/025 F 308,000.00 ZZ
180 303,994.28 1
524 ALTARA AVENUE 6.750 2,725.52 86
6.500 2,725.52 360,000.00
CORAL GABLES FL 33146 2 04/22/98 14
176042 05 06/01/98 25
176042 O 05/01/13
0
1750283 025/025 F 307,000.00 ZZ
180 302,047.89 1
7410 MANASOTA KEY ROAD 6.875 2,737.99 61
6.625 2,737.99 505,000.00
ENGLEWOOD FL 34223 5 03/06/98 00
447084 05 05/01/98 0
447084 O 04/01/13
0
1750298 025/025 F 384,600.42 T
180 379,859.57 1
3780 BAY CREEK DRIVE 7.375 3,538.03 47
7.125 3,538.03 835,000.00
BONITA SPRINGS FL 34134 2 04/27/98 00
541745 03 06/01/98 0
541745 O 05/01/13
0
1751564 E22/G01 F 97,400.00 ZZ
180 96,467.00 1
129 FRENCH STREET 7.250 889.13 75
7.000 889.13 130,000.00
WATERTOWN CT 06795 2 05/19/98 00
0410858690 05 07/01/98 0
410858690 O 06/01/13
0
1751975 B24/G01 F 310,000.00 ZZ
180 308,080.32 1
23 INDIAN LEDGE DRIVE 7.250 2,829.87 78
7.000 2,829.87 400,000.00
1
TRUMBULL CT 06611 2 06/12/98 00
0430851469 05 08/01/98 0
1751975 O 07/01/13
0
1752202 E22/G01 F 294,000.00 ZZ
180 291,319.56 1
37 TIMBER TRAIL 7.500 2,725.42 62
7.250 2,725.42 475,000.00
RAMSEY NJ 07446 2 05/15/98 00
0410768436 05 07/01/98 0
410768436 O 06/01/13
0
1752626 952/G01 F 100,000.00 ZZ
180 99,691.31 1
160 GARY STREET 7.250 912.86 41
7.000 912.86 245,000.00
PARAMUS NJ 07652 2 07/06/98 00
0430919241 05 09/01/98 0
98002356 O 08/01/13
0
1753770 403/403 F 266,000.00 ZZ
180 264,316.66 1
121 WEST MEADOW ROAD 7.000 2,390.89 80
6.750 2,390.89 335,000.00
HAMDEN CT 06518 2 05/28/98 00
6642581 05 08/01/98 0
6642581 O 07/01/13
0
1756039 F28/G01 F 255,000.00 ZZ
180 252,649.78 1
9747 S CLAIRTON LN 7.375 2,345.80 73
7.125 2,345.80 350,000.00
HIGHLANDS RANCH CO 80126 2 05/15/98 00
0430850974 03 07/01/98 0
3806225 O 06/01/13
0
1756071 L82/G01 F 266,000.00 ZZ
180 265,187.79 1
605 COLOMA STREET 7.375 2,447.00 60
7.125 2,447.00 450,000.00
SAUSALITO CA 94965 2 07/09/98 00
0430933077 05 09/01/98 0
1756071 O 08/01/13
0
1
1757829 180/G01 F 350,000.00 ZZ
180 346,739.07 1
25 FRASER DRIVE 7.250 3,195.02 71
7.000 3,195.02 497,000.00
WALNUT CREEK CA 94596 5 05/08/98 00
0430910604 05 07/01/98 0
12806477 O 06/01/13
0
1758390 E22/G01 F 107,000.00 ZZ
180 105,981.34 1
3830 THORNTON AVE 7.000 961.75 38
6.750 961.75 282,000.00
DES MOINES IA 50321 2 05/27/98 00
0410858617 05 07/01/98 0
410858617 O 06/01/13
0
1758502 661/661 F 375,000.00 ZZ
180 370,327.46 1
3710 PINE MOUNTAIN CIRCLE 7.250 3,423.23 65
7.000 3,423.23 580,000.00
KENNESAW GA 30152 5 04/06/98 00
3328994 05 06/01/98 0
3328994 O 05/01/13
0
1760196 455/G01 F 428,000.00 ZZ
180 425,138.47 1
130 DOUBLETREE DRIVE 7.000 3,846.99 57
6.750 3,846.99 757,450.00
CALHOUN GA 30701 2 06/09/98 00
0430863746 05 08/01/98 0
59644 O 07/01/13
0
1761159 G19/G01 F 272,000.00 ZZ
180 271,160.34 1
251 EAST COUNTRY CLUB DRIVE 7.250 2,482.99 80
7.000 2,482.99 340,000.00
HENDERSON NV 89015 1 07/08/98 00
0430980581 05 09/01/98 0
1761159 O 08/01/13
0
1761802 956/G01 F 375,000.00 ZZ
180 372,575.13 1
1
125 GLEN PARK AVENUE 6.750 3,318.41 59
6.500 3,318.41 640,000.00
SAN RAFAEL CA 94901 2 06/03/98 00
0430996959 05 08/01/98 0
10802811 O 07/01/13
0
1761806 956/G01 F 324,000.00 ZZ
180 321,904.90 1
3291 CHERIMOYA GLEN 6.750 2,867.11 80
6.500 2,867.11 405,000.00
ESCONDIDO CA 92025 1 06/03/98 00
0430996090 05 08/01/98 0
108050631 O 07/01/13
0
1762067 638/G01 F 236,250.00 ZZ
180 233,976.55 1
5913 SOUTHLAND DRIVE 6.875 2,107.01 75
6.625 2,107.01 315,000.00
STONE MOUNTAIN GA 30087 2 05/22/98 00
0430871434 03 07/01/98 0
08752207 O 06/01/13
0
1762128 M27/G01 F 308,000.00 ZZ
180 296,993.65 1
44 CASEY LANE 7.000 2,768.40 74
6.750 2,768.40 420,000.00
RIDGEFIELD CT 06877 2 08/27/97 00
0430884213 05 11/01/97 0
00 O 10/01/12
0
1762141 M27/G01 F 300,000.00 ZZ
180 274,783.48 1
249 1/2 WEST NORWALK ROAD 6.625 2,633.99 80
6.375 2,633.99 375,000.00
NORWALK CT 06850 1 09/15/97 00
0430884148 05 11/01/97 0
00 O 10/01/12
0
1762151 M27/G01 F 270,000.00 ZZ
180 261,243.80 1
10 CROSSBOW LANE 6.750 2,389.26 34
6.500 2,389.26 800,000.00
EASTON CT 06612 2 12/30/97 00
0430884189 05 03/01/98 0
1
00 O 02/01/13
0
1762164 M27/G01 F 350,000.00 ZZ
180 343,133.43 1
170 EAST ROCKS ROAD 6.750 3,097.19 77
6.500 3,097.19 455,000.00
NORWALK CT 06851 2 02/09/98 00
0430884205 05 04/01/98 0
00 O 03/01/13
0
1763175 E22/G01 F 75,000.00 G
180 74,520.23 1
13 BEAVER LAKE CIRCLE 6.875 668.89 39
6.625 668.89 194,000.00
DIVIDE CO 80814 1 06/19/98 00
0410903801 05 08/01/98 0
410903801 O 07/01/13
0
1763960 F59/G01 F 265,000.00 ZZ
180 265,000.00 1
212 MARSHALL STREET 7.250 2,419.09 43
7.000 2,419.09 625,000.00
DUXBURY MA 02332 2 07/30/98 00
0430975177 05 10/01/98 0
0000 O 09/01/13
0
1765922 144/144 F 650,000.00 ZZ
180 650,000.00 1
19 ROCK HILL LANE 7.125 5,887.90 58
6.875 5,887.90 1,125,000.00
SCARSDALE NY 10583 2 08/05/98 00
160624320 05 10/01/98 0
160624320 O 09/01/13
0
1766399 F59/G01 F 360,000.00 ZZ
180 358,876.51 1
17 CHESTNUT ST 7.125 3,260.99 68
6.875 3,260.99 530,000.00
DEDHAM MA 02026 5 07/24/98 00
0430990580 05 09/01/98 0
0000 O 08/01/13
0
1
1767908 593/593 F 416,250.00 ZZ
180 411,063.40 1
3335 OREGON TRAIL DRIVE 7.250 3,799.80 75
7.000 3,799.80 555,000.00
KIMBERLY ID 83341 5 04/14/98 00
0007013691 05 06/01/98 0
0007013691 O 05/01/13
0
1769284 B24/G01 F 295,000.00 ZZ
180 294,079.36 1
224 WEST AVE 7.125 2,672.20 65
6.875 2,672.20 454,000.00
DARIEN CT 06820 2 07/16/98 00
0430950725 05 09/01/98 0
00 O 08/01/13
0
1769736 638/G01 F 250,000.00 ZZ
180 248,434.96 1
678 FARMSTEAD DRIVE 7.125 2,264.58 56
6.875 2,264.58 454,000.00
BIRMINGHAM TOWN PA 19382 1 06/26/98 00
0431001403 05 08/01/98 0
8751882 O 07/01/13
0
1770064 992/G01 F 380,000.00 ZZ
180 377,542.79 1
59 EMERALD LANE 6.750 3,362.66 55
6.500 3,362.66 700,000.00
STAMFORD CT 06905 2 06/03/98 00
0430888339 05 08/01/98 0
350110 O 07/01/13
0
1770126 480/G01 F 100,000.00 ZZ
180 99,394.09 1
13200 SW 54 COURT 7.500 927.01 65
7.250 927.01 155,940.00
MIRAMAR FL 33027 1 06/09/98 00
0430891853 03 08/01/98 0
2363596 O 07/01/13
0
1770481 707/707 F 587,000.00 ZZ
180 500,892.95 1
4595 WAIKUI STREET 6.875 5,235.18 47
6.625 5,235.18 1,275,000.00
1
HONOLULU HI 96821 2 04/30/98 00
5703069 05 07/01/98 0
5703069 O 06/01/13
0
1770490 707/707 F 482,350.00 ZZ
180 476,468.13 1
1805 IWI WAY 7.500 4,471.44 70
7.250 4,471.44 690,000.00
HONOLULU HI 96816 2 04/01/98 00
602795 05 06/01/98 0
602795 O 05/01/13
0
1771351 757/G01 F 800,000.00 ZZ
180 797,420.72 1
1761 SMOKERISE EAST ROAD 6.750 7,079.28 64
6.500 7,079.28 1,250,000.00
LITHONIA GA 30058 4 07/02/98 00
0430900043 05 09/01/98 0
3497526 O 08/01/13
0
1773179 E76/G01 F 550,450.00 ZZ
180 548,713.35 1
2915 FAIRWAY VIEW COURT 7.000 4,947.61 80
6.750 4,947.61 688,094.00
CASTLE ROCK CO 80104 1 07/02/98 00
0430900878 03 09/01/98 0
9801054 O 08/01/13
0
1773334 E33/G01 F 350,000.00 ZZ
180 348,871.56 1
4646 LAKE POINT CIRCLE 6.750 3,097.19 77
6.500 3,097.19 455,000.00
LONG GROVE IL 60047 2 07/10/98 00
0430911206 03 09/01/98 0
457967770 O 08/01/13
0
1773579 E22/G01 F 375,000.00 ZZ
180 371,960.42 1
525 SOUTH CAROLINA DRIVE 7.125 3,396.87 75
6.875 3,396.87 500,000.00
STUART FL 34994 5 06/25/98 00
0410914774 05 08/01/98 0
410914774 O 07/01/13
0
1
1774310 E22/G01 F 115,700.00 ZZ
180 115,338.92 1
1221 DEFOORS COURT 7.125 1,048.05 65
6.875 1,048.05 178,000.00
ATLANTA GA 30318 5 07/01/98 00
0410912737 09 09/01/98 0
410912737 O 08/01/13
0
1774756 664/G01 F 180,000.00 ZZ
180 179,432.10 1
506 ROBLE FINO 7.000 1,617.90 64
6.750 1,617.90 283,730.00
SAN ANTONIO TX 78258 1 07/10/98 00
0430995514 03 09/01/98 0
2643690 O 08/01/13
0
1774848 976/976 F 62,900.00 T
180 62,326.51 1
1108 SAIL CREEK DR. 7.500 583.10 56
7.250 583.10 113,640.00
ORLANDO FL 32824 1 05/21/98 00
5152759 03 07/01/98 0
5152759 O 06/01/13
0
1774864 976/976 F 750,000.00 ZZ
120 741,367.62 1
31 HILLCREST PARK RD. 7.125 8,756.54 30
6.875 8,756.54 2,575,000.00
GREENWICH CT 06870 2 06/05/98 00
5254718 03 08/01/98 0
5254718 O 07/01/08
0
1774888 976/976 F 270,000.00 ZZ
180 267,457.09 1
43 SCOFIELD LANE 7.125 2,445.75 32
6.875 2,445.75 860,000.00
NEW CANAAN CT 06840 2 05/19/98 00
5311173 05 07/01/98 0
5311173 O 06/01/13
0
1775103 L86/G01 F 304,000.00 ZZ
180 303,061.57 1
1
13681 ESPIRIT WAY 7.250 2,775.10 83
7.000 2,775.10 370,000.00
IRVINE CA 92620 2 07/27/98 23
0430963611 05 09/01/98 0
60019 O 08/01/13
0
1775384 462/462 F 67,450.00 ZZ
180 67,045.74 1
5334 BUCKHEAD CIRCLE 7.625 630.08 66
7.375 630.08 103,000.00
BOCA RATON FL 33486 5 06/15/98 00
5670401 01 08/01/98 0
5670401 O 07/01/13
0
1776030 E22/G01 F 280,000.00 ZZ
180 279,135.65 1
746 ROCK RIMMON ROAD 7.250 2,556.02 75
7.000 2,556.02 375,000.00
STAMFORD CT 06905 5 07/08/98 00
0410897672 05 09/01/98 0
410897672 O 08/01/13
0
1776039 E22/G01 F 52,000.00 ZZ
180 51,841.22 1
62 POND STREET 7.375 478.36 80
7.125 478.36 65,000.00
NEW HAVEN CT 06511 2 07/09/98 00
0410932651 05 09/01/98 0
410932651 O 08/01/13
0
1776178 992/G01 F 150,000.00 ZZ
180 149,030.04 1
206 PURITAN ROAD 6.750 1,327.37 34
6.500 1,327.37 452,000.00
FAIRFIELD CT 06430 5 06/15/98 00
0430907857 05 08/01/98 0
350115 O 07/01/13
0
1776240 H51/G01 F 275,000.00 ZZ
180 275,000.00 1
5395 RIVER EDGE 7.000 2,471.78 62
6.750 2,471.78 450,000.00
COMMERCE TOWNSH MI 48382 5 08/11/98 00
0430991638 05 10/01/98 0
1
981023560 O 09/01/13
0
1776309 B65/G01 F 450,000.00 ZZ
180 450,000.00 1
1570 HEATHERWAE LOOP 7.000 4,044.73 70
6.750 4,044.73 647,000.00
POWELL OH 43065 5 08/17/98 00
0430980854 05 10/01/98 0
0000 O 09/01/13
0
1776448 E22/G01 F 643,000.00 ZZ
180 641,015.08 1
25762 NELLIE GAIL ROAD 7.250 5,869.71 59
7.000 5,869.71 1,100,000.00
LAGUNA HILLS CA 92653 2 07/06/98 00
0410933428 03 09/01/98 0
410933428 O 08/01/13
0
1776550 A06/G01 F 295,000.00 ZZ
180 294,079.35 1
1006 LAKESHORE 7.125 2,672.21 49
6.875 2,672.21 605,000.00
GROSSE POINTE S MI 48236 5 07/29/98 00
0430976589 05 09/01/98 0
0009809485 O 08/01/13
0
1776551 A06/G01 F 305,000.00 ZZ
180 304,027.24 1
3219 BLOOMFIELD SHORE DR 6.875 2,720.16 68
6.625 2,720.16 450,000.00
WEST BLOOMFIELD MI 48323 2 07/31/98 00
0430971069 05 09/01/98 0
0009809766 O 08/01/13
0
1776648 638/G01 F 216,750.00 ZZ
180 215,363.46 1
436 EAST ROCKAWAY DRIVE 6.875 1,933.09 75
6.625 1,933.09 289,000.00
PLACENTIA CA 92870 1 06/24/98 00
0430915892 03 08/01/98 0
8763103 O 07/01/13
0
1
1777606 637/G01 F 335,000.00 ZZ
180 332,925.49 1
9 BIRCH HOLLOW CT 7.250 3,058.09 77
7.000 3,058.09 437,500.00
STONY BROOK NY 11790 2 06/03/98 00
0431001205 05 08/01/98 0
8298168 O 07/01/13
0
1777615 593/593 F 386,800.00 ZZ
180 370,287.31 1
5405 EAST HACIENDA DRIVE 7.125 3,503.76 79
6.875 3,503.76 490,000.00
IDAHO FALLS ID 83406 2 02/27/98 00
0006230932 05 04/01/98 0
0006230932 O 03/01/13
0
1777760 A06/G01 F 240,000.00 ZZ
180 240,000.00 1
28749 HIDDEN TRAIL 7.000 2,157.19 61
6.750 2,157.19 398,000.00
FARMINGTON HILL MI 48331 2 08/11/98 00
0430986745 05 10/01/98 0
001000009809827 O 09/01/13
0
1777865 637/G01 F 525,000.00 ZZ
180 523,379.35 1
6015 OAK TRAIL DRIVE 7.250 4,792.53 77
7.000 4,792.53 685,000.00
WEST BLOOMFIELD MI 48322 2 08/03/98 00
0430989715 05 09/01/98 0
8890261 O 08/01/13
0
1778116 830/G01 F 265,500.00 ZZ
120 263,955.49 1
182-22 80TH ROAD 6.875 3,065.60 85
6.625 3,065.60 315,000.00
JAMAICA NY 11432 2 07/07/98 14
0431005719 05 09/01/98 12
534435 O 08/01/08
0
1778389 201/G01 F 303,200.00 ZZ
180 302,253.76 1
3001 PINE HILL ROAD 7.125 2,746.49 80
6.875 2,746.49 379,000.00
1
PALM HARBOR FL 34683 1 07/02/98 00
0430919266 05 09/01/98 0
5309079753 O 08/01/13
0
1778399 201/G01 F 350,000.00 ZZ
180 347,808.95 1
188 WEST COCONUT PALM ROAD 7.125 3,170.41 34
6.875 3,170.41 1,030,000.00
BOCA RATON FL 33432 5 06/19/98 00
0430919282 03 08/01/98 0
5009046342 O 07/01/13
0
1778470 A50/A50 F 415,250.00 T
180 412,622.18 1
211 PELICAN CIRCLE 7.000 3,732.38 43
6.750 3,732.38 975,000.00
PANAMA CITY BEA FL 32413 2 07/01/98 00
110123 05 08/01/98 0
110123 O 07/01/13
0
1778592 E22/G01 F 225,000.00 ZZ
180 224,320.47 1
709 MEADOW DRIVE 7.500 2,085.78 60
7.250 2,085.78 375,074.00
DES PLAINES IL 60639 1 07/20/98 00
0410715817 05 09/01/98 0
410715817 O 08/01/13
0
1779589 B23/G01 F 336,000.00 ZZ
180 336,000.00 1
31731 ISLE ROYAL DRIVE 7.125 3,043.59 80
6.875 3,043.59 420,000.00
LAGUNA NIGUEL CA 92677 1 08/03/98 00
0430976373 03 10/01/98 0
88002888 O 09/01/13
0
1779635 M39/G01 F 368,000.00 ZZ
180 368,000.00 1
1286 WEST LIONS HEAD DRIVE 6.875 3,282.02 64
6.625 3,282.02 575,000.00
WASHINGTON UT 84780 2 08/07/98 00
0430980441 03 10/01/98 0
0000 O 09/01/13
0
1
1779639 F62/G01 F 400,000.00 ZZ
180 398,738.01 1
1838 TREASURE POINT 7.000 3,595.32 80
6.750 3,595.32 500,000.00
STUART FL 34994 1 07/08/98 00
0430923813 05 09/01/98 0
0000 O 08/01/13
0
1779701 E22/G01 F 95,000.00 ZZ
180 94,716.23 1
882 LONGBOAT LANE 7.625 887.42 66
7.375 887.42 145,000.00
SCHAUMBURG IL 60194 2 07/16/98 00
0410945158 09 09/01/98 0
410945158 O 08/01/13
0
1779846 943/943 F 400,000.00 T
180 396,191.90 1
19653 ISLAND COURT DR 7.000 3,595.32 71
6.750 3,595.32 570,000.00
BOCA RATON FL 33434 2 05/11/98 00
8080080101 09 07/01/98 0
8080080101 O 06/01/13
0
1779879 943/943 F 280,000.00 ZZ
120 275,118.52 1
412 CASTLE ROAD 7.000 3,251.04 53
6.750 3,251.04 535,800.00
DALTON GA 30720 5 05/26/98 00
8080085579 05 07/01/98 0
8080085579 O 06/01/08
0
1779880 943/943 F 371,000.00 ZZ
180 358,618.09 1
241 NACOOCHEE DR NW 7.125 3,360.64 52
6.875 3,360.64 715,000.00
ATLANTA GA 30305 2 06/10/98 00
8080085737 05 08/01/98 0
8080085737 O 07/01/13
0
1779884 943/943 F 300,000.00 ZZ
180 298,142.22 1
1
1110 ANGELO CT NE 7.250 2,738.59 69
7.000 2,738.59 440,000.00
ATLANTA GA 30319 5 06/15/98 00
8080086146 05 08/01/98 0
8080086146 O 07/01/13
0
1779921 943/943 F 240,000.00 ZZ
180 238,448.07 1
12 PHEASANT RUN 6.750 2,123.79 75
6.500 2,123.79 320,000.00
GUILFORD CT 06437 5 06/17/98 00
8090059626 05 08/01/98 0
8090059626 O 07/01/13
0
1779967 943/943 F 255,000.00 ZZ
180 253,241.94 1
78 TOPAZ LANE 6.000 2,151.84 57
5.750 2,151.84 449,900.00
MONROE CT 06468 1 06/15/98 00
8111141779 05 08/01/98 0
8111141779 O 07/01/13
0
1779978 943/943 F 305,300.00 ZZ
180 303,409.39 1
20560 W EXETER RD 7.250 2,786.98 75
7.000 2,786.98 410,000.00
LAKE ZURICH IL 60047 2 06/08/98 00
8111144041 05 08/01/98 0
8111144041 O 07/01/13
0
1780000 943/943 F 247,000.00 ZZ
180 245,223.77 1
1420 W HOOD 7.000 2,220.11 73
6.750 2,220.11 340,000.00
CHICAGO IL 60660 2 06/10/98 00
8563300352 05 08/01/98 0
8563300352 O 07/01/13
0
1780014 943/943 F 300,000.00 ZZ
180 298,121.94 1
20 LICATA TERRACE 7.125 2,717.50 71
6.875 2,717.50 425,000.00
COS COB CT 06807 2 06/17/98 00
8575000223 05 08/01/98 0
1
8575000223 O 07/01/13
0
1780015 943/943 F 600,000.00 ZZ
180 596,243.90 1
69 HILLCREST PARK ROAD 7.125 5,434.99 48
6.875 5,434.99 1,275,000.00
OLD GREENWICH CT 06870 2 06/11/98 00
8575000257 05 08/01/98 0
8575000257 O 07/01/13
0
1780217 F96/G01 F 415,000.00 ZZ
180 413,690.69 1
14 NOTTINGHAM WAY 7.000 3,730.14 80
6.750 3,730.14 520,000.00
RANDOLPH TOWNSH NJ 07869 1 07/27/98 00
0430925362 05 09/01/98 0
2969 O 08/01/13
0
1780575 E62/G01 F 249,500.00 ZZ
180 248,686.86 1
1626 ANNAPOLIS WAY 6.625 2,190.59 73
6.375 2,190.59 345,000.00
GRAYSON GA 30221 2 07/21/98 00
0430925271 05 09/01/98 0
00 O 08/01/13
0
1780897 E84/G01 F 161,250.00 ZZ
180 160,752.23 1
3619 WAYNOKA DRIVE 7.250 1,471.99 75
7.000 1,471.99 215,000.00
CARROLLTON TX 75007 1 07/21/98 00
0430978205 05 09/01/98 0
26980356 O 08/01/13
0
1781039 638/G01 F 642,000.00 ZZ
180 639,952.43 1
26443 MACMILLAN RANCH ROAD 6.875 5,725.70 80
6.625 5,725.70 810,000.00
CANYON COUNTRY CA 91351 1 07/06/98 00
0430931162 05 09/01/98 0
8757096 O 08/01/13
0
1
1781637 F84/G01 F 125,000.00 ZZ
120 124,297.48 1
4101 PINE TREE DRIVE 7.500 1,483.77 50
APT 426 7.250 1,483.77 250,000.00
MIAMI FL 33140 2 07/21/98 00
0430953273 06 09/01/98 0
293213 O 08/01/08
0
1781953 E22/G01 F 375,000.00 ZZ
180 373,816.89 1
4610 NORTHEAST 125TH CIRCLE 7.000 3,370.61 75
6.750 3,370.61 500,000.00
VANCOUVER WA 98686 2 07/21/98 00
0410971402 05 09/01/98 0
410971402 O 08/01/13
0
1781995 F53/G01 F 240,000.00 ZZ
180 239,251.01 1
3804 VILLA GLEN WAY 7.125 2,173.99 76
6.875 2,173.99 318,000.00
SAN JOSE CA 95136 2 07/14/98 00
0430991067 05 09/01/98 0
ASA0630LEWI O 08/01/13
0
1782086 J95/J95 F 495,000.00 ZZ
180 491,867.49 1
3509 EAST KERESAN DRIVE 7.000 4,449.20 57
6.750 4,449.20 870,000.00
PHOENIX AZ 85044 2 06/17/98 00
0012920302 03 08/01/98 0
0012920302 O 07/01/13
0
1782087 J95/J95 F 450,000.00 ZZ
180 447,026.99 1
336 BOSTON POST ROAD 6.500 3,919.99 62
6.250 3,919.99 735,000.00
WESTON MA 02193 1 06/30/98 00
0016026007 05 08/01/98 0
0016026007 O 07/01/13
0
1782101 J95/J95 F 315,000.00 ZZ
180 312,065.16 1
3551 GOLFING GREEN DRIVE 7.250 2,875.52 75
7.000 2,875.52 420,000.00
1
FARMERS BRANCH TX 75234 5 05/21/98 00
12768651 05 07/01/98 0
12768651 O 06/01/13
0
1782102 J95/J95 F 362,800.00 ZZ
180 360,261.61 1
5674 GRAND FLORAL BOULEVARD 6.250 3,110.73 80
6.000 3,110.73 453,510.00
HOUSTON TX 77041 1 06/10/98 00
0012432985 03 08/01/98 0
0012432985 O 07/01/13
0
1782103 J95/J95 F 260,000.00 ZZ
180 258,117.64 1
2780 KENDRICK STREET 6.750 2,300.76 72
6.500 2,300.76 363,000.00
GOLDEN CO 80401 5 06/16/98 00
0012589180 05 08/01/98 0
0012589180 O 07/01/13
0
1782105 J95/J95 F 351,200.00 ZZ
180 348,680.82 1
1880 GILBERT DRIVE 7.125 3,181.28 75
6.875 3,181.28 470,000.00
LEBANON OR 97355 2 06/19/98 00
16001414 05 08/01/98 0
16001414 O 07/01/13
0
1782106 J95/J95 F 350,000.00 ZZ
180 347,712.32 1
20375 HOG ISLAND ROAD 6.625 3,072.98 57
6.375 3,072.98 620,000.00
PRESTON MD 21655 5 06/25/98 00
0009401910 05 08/01/98 0
0009401910 O 07/01/13
0
1782107 J95/J95 F 424,000.00 ZZ
180 421,345.70 1
1417 SHANNON PLACE 7.125 3,840.72 80
6.875 3,840.72 534,500.00
OLD HICKORY TN 37138 2 06/24/98 00
0015007453 03 08/01/98 0
0015007453 O 07/01/13
0
1
1782108 J95/J95 F 299,000.00 ZZ
180 297,087.28 1
2101 N RANDOLPH STREET 6.875 2,666.65 68
6.625 2,666.65 440,000.00
ARLINGTON VA 22207 2 06/25/98 00
9431586 05 08/01/98 0
9431586 O 07/01/13
0
1782109 E22/G01 F 292,000.00 ZZ
180 291,127.76 1
6384 CATALPA CT. 7.625 2,727.66 67
7.375 2,727.66 437,000.00
TROY MI 48098 2 07/14/98 00
0410951156 05 09/01/98 0
410951156 O 08/01/13
0
1782111 J95/J95 F 333,000.00 ZZ
180 330,869.80 1
2167 WESTGLEN COURT 6.875 2,969.87 75
6.625 2,969.87 445,000.00
VIENNA VA 22182 2 06/19/98 00
0012977690 03 08/01/98 0
0012977690 O 07/01/13
0
1782112 J95/J95 F 197,600.00 ZZ
180 196,349.54 1
14338 VISTA PANORAMA 7.000 1,776.08 80
6.750 1,776.08 247,000.00
LAKESIDE CA 92040 2 06/19/98 00
0012799243 05 08/01/98 0
0012799243 O 07/01/13
0
1782119 J95/J95 F 261,300.00 T
180 259,699.39 1
6112 NORTH 31ST STREET 7.375 2,403.76 48
7.125 2,403.76 550,000.00
PHOENIX AZ 85016 2 06/18/98 00
0016055493 03 08/01/98 0
0016055493 O 07/01/13
0
1782125 J95/J95 F 253,000.00 ZZ
180 251,398.93 1
1
1021 EAST ACACIA CIRCLE 7.000 2,274.04 57
6.750 2,274.04 450,000.00
LITCHFIELD PARK AZ 85340 2 06/16/98 00
0012754255 05 08/01/98 0
0012754255 O 07/01/13
0
1782126 J95/J95 F 340,000.00 ZZ
180 337,871.54 1
5794 S LIMA STREET 7.125 3,079.83 76
6.875 3,079.83 452,000.00
ENGLEWOOD CO 80111 2 06/25/98 00
9411836 03 08/01/98 0
9411836 O 07/01/13
0
1782127 J95/J95 F 357,000.00 ZZ
180 354,641.41 1
1401 NORTH OAK STREET # 909 6.500 3,109.86 80
6.250 3,109.86 450,000.00
ARLINGTON VA 22209 2 06/25/98 00
0016026502 06 08/01/98 0
0016026502 O 07/01/13
0
1782128 J95/J95 F 495,200.00 ZZ
180 492,032.19 1
402 BATHGATE LANE 6.875 4,416.46 80
6.625 4,416.46 619,000.00
CARY NC 27513 1 06/29/98 00
0012554879 03 08/01/98 0
0012554879 O 07/01/13
0
1782129 J95/J95 F 308,000.00 ZZ
180 305,986.83 1
1595 RIVERWOOD DRIVE 6.625 2,704.23 80
6.375 2,704.23 385,000.00
LANCASTER VA 22503 1 06/18/98 12
0009386475 03 08/01/98 12
0009386475 O 07/01/13
0
1782130 J95/J95 F 375,000.00 ZZ
180 372,601.13 1
1955 SPALDING DRIVE 6.875 3,344.45 49
6.625 3,344.45 775,000.00
DUNWOODY GA 30350 1 06/22/98 00
0012599213 05 08/01/98 0
1
0012599213 O 07/01/13
0
1782131 J95/J95 F 380,000.00 ZZ
180 377,646.82 1
9043 BOZMAN-NEAVITT ROAD 7.250 3,468.88 56
7.000 3,468.88 680,000.00
ST MICHAELS MD 21663 2 06/03/98 00
0009383951 05 08/01/98 0
0009383951 O 07/01/13
0
1782132 J95/J95 F 300,000.00 ZZ
180 298,162.33 1
285 EAST WESLEY ROAD 7.375 2,759.77 60
7.125 2,759.77 501,000.00
ATLANTA GA 30305 5 06/24/98 00
0012599841 05 08/01/98 0
0012599841 O 07/01/13
0
1782133 J95/J95 F 337,000.00 ZZ
180 334,447.07 1
2115 PERIWINKLE LANE 7.000 3,029.05 68
6.750 3,029.05 500,000.00
HIXSON TN 37343 5 06/12/98 00
0015046089 05 08/01/98 0
0015046089 O 07/01/13
0
1782228 637/G01 F 84,500.00 ZZ
180 84,233.41 1
1310 HERRICK AVENUE 7.000 759.51 63
6.750 759.51 134,500.00
EUREKA CA 95503 1 07/01/98 00
0430986075 05 09/01/98 0
0010123180 O 08/01/13
0
1782241 637/G01 F 100,000.00 ZZ
180 99,387.43 1
128 LYNBROOK AVENUE 7.375 919.93 26
7.125 919.93 389,000.00
PT LOOKOUT NY 11569 2 06/29/98 00
0430986059 05 08/01/98 0
8306730 O 07/01/13
0
1
1782378 562/G01 F 255,000.00 ZZ
180 254,195.00 1
84-13 249TH STREET 7.625 2,382.04 75
7.375 2,382.04 340,000.00
BELLEROSE NY 11426 1 07/30/98 00
0430954990 05 09/01/98 0
563486 O 08/01/13
0
1782678 E22/G01 F 54,650.00 ZZ
120 54,338.58 1
612 BERKE STREET 7.250 641.60 61
7.000 641.60 90,000.00
NEWARK TX 76071 2 07/17/98 00
0410959118 05 09/01/98 0
410959118 O 08/01/08
0
1782679 E22/G01 F 146,250.00 ZZ
180 145,813.14 1
8255 NORTH EAST PRAIRIE 7.625 1,366.16 75
7.375 1,366.16 195,000.00
SKOKIE IL 60076 1 07/15/98 00
0410934236 05 09/01/98 0
410934236 O 08/01/13
0
1782691 F18/G01 F 460,800.00 ZZ
180 460,800.00 1
21900 DOLORES AVENUE 6.375 3,982.47 80
6.125 3,982.47 576,000.00
CUPERTINO CA 95014 1 08/11/98 00
0430997064 05 10/01/98 0
0 O 09/01/13
0
1782698 025/025 F 358,882.00 ZZ
166 356,350.23 1
138 STONE HILL DRIVE 7.250 3,430.32 85
7.000 3,430.32 425,000.00
MAITLAND FL 32751 2 06/17/98 14
114868 03 08/01/98 25
114868 O 05/01/12
0
1782699 180/G01 F 281,250.00 ZZ
180 280,362.67 1
391 COLONIAL ROAD 7.000 2,527.95 75
6.750 2,527.95 375,000.00
1
MEMPHIS TN 38117 5 07/01/98 00
0430971788 03 09/01/98 0
0012617494 O 08/01/13
0
1782748 025/025 F 265,000.00 ZZ
180 262,504.21 1
3384 BLACK WILLOW TRAIL 7.125 2,400.45 80
6.875 2,400.45 335,000.00
DELAND FL 32724 5 05/18/98 00
757003 03 07/01/98 0
757003 O 06/01/13
0
1782774 025/025 F 258,800.00 ZZ
180 257,179.88 1
442 MIMOSA DR 7.125 2,344.29 60
6.875 2,344.29 435,000.00
SAINT SIMONS IS GA 31522 2 06/01/98 00
637031 05 08/01/98 0
637031 O 07/01/13
0
1782786 025/025 F 244,000.00 ZZ
180 241,701.97 1
635 PALOMINO TR 7.125 2,210.23 76
6.875 2,210.23 325,000.00
ENGLEWOOD FL 34223 2 05/22/98 00
559253 03 07/01/98 0
559253 O 06/01/13
0
1782804 025/025 F 250,000.00 ZZ
180 247,279.10 1
2518 PLAINFIELD AVENUE 7.125 2,264.58 71
6.875 2,264.58 355,000.00
ORANGE PARK FL 32073 1 06/02/98 00
119469 05 07/01/98 0
119469 O 06/01/13
0
1782819 025/025 F 378,000.00 ZZ
180 373,136.07 1
13779 NW 19TH STREET 6.875 3,371.21 88
6.625 3,371.21 431,000.00
PEMBROKE PINES FL 33028 1 04/15/98 10
382261 03 06/01/98 25
382261 O 05/01/13
0
1
1782822 025/025 F 335,000.00 ZZ
180 332,833.78 1
12017 GRIGSBY CHAPEL ROAD 6.750 2,964.45 49
6.500 2,964.45 685,000.00
KNOXVILLE TN 37922 1 06/19/98 00
373571 05 08/01/98 0
373571 O 07/01/13
0
1782924 025/025 F 400,000.00 T
180 396,109.28 1
213 FOREST COTTAGES 6.750 3,539.64 51
6.500 3,539.64 795,000.00
SEA ISLAND GA 31561 2 05/27/98 00
319029 03 07/01/98 0
319029 O 06/01/13
0
1782930 025/025 F 260,000.00 ZZ
180 257,603.69 1
2901 CYPRESS RIDGE TRAIL 7.375 2,391.80 80
7.125 2,391.80 326,500.00
DAYTONA BEACH FL 32124 1 05/29/98 00
887749 03 07/01/98 0
887749 O 06/01/13
0
1783416 F28/G01 F 274,400.00 ZZ
180 272,576.63 1
7102 PINEWOOD DRIVE 6.875 2,447.25 80
6.625 2,447.25 343,000.00
EVERGREEN CO 80439 1 06/26/98 00
0430952630 05 08/01/98 0
3888835 O 07/01/13
0
1783903 E22/G01 F 300,000.00 ZZ
180 299,083.98 1
3501 HENLEY 7.375 2,759.77 75
7.125 2,759.77 400,000.00
GLENVIEW IL 60025 5 07/16/98 00
0410928634 05 09/01/98 0
410928634 O 08/01/13
0
1783917 E76/G01 F 426,000.00 ZZ
180 424,641.33 1
1
25151 EAST KETTLE AVENUE 6.875 3,799.30 57
6.625 3,799.30 750,000.00
AURORA CO 80016 2 07/07/98 00
0430969261 05 09/01/98 0
UNKNOWN O 08/01/13
0
1783926 E22/G01 F 44,200.00 ZZ
180 44,069.42 1
8904 FULTON STREET 7.750 416.04 51
7.500 416.04 88,000.00
METAIRIE LA 70003 5 07/27/98 00
0410932123 05 09/01/98 0
410932123 O 08/01/13
0
1783928 E22/G01 F 600,000.00 ZZ
180 598,023.36 1
1511 NORTH BLVD 6.500 5,226.64 56
6.250 5,226.64 1,075,000.00
HOUSTON TX 77006 2 07/27/98 00
0410956569 05 09/01/98 0
410956569 O 08/01/13
0
1784174 707/707 F 620,000.00 ZZ
180 620,000.00 1
150 POOPOO PLACE 6.625 5,443.56 79
6.375 5,443.56 785,000.00
KAILUA HI 96734 2 07/30/98 00
616257 05 10/01/98 0
616257 O 09/01/13
0
1784215 A52/G01 F 295,000.00 ZZ
180 295,000.00 1
10290 BRIER MILL COURT 7.000 2,651.54 74
6.750 2,651.54 400,000.00
ALPHARETTA GA 30022 5 07/31/98 00
0430960807 03 10/01/98 0
00 O 09/01/13
0
1784244 975/G01 F 288,000.00 ZZ
180 287,091.37 1
520 MANHATTAN AVENUE 7.000 2,588.63 47
6.750 2,588.63 620,000.00
MANHATTAN BEACH CA 90266 5 07/17/98 00
0430994822 05 09/01/98 0
1
982269 O 08/01/13
0
1784270 A83/G01 F 310,000.00 ZZ
180 308,101.06 1
976 SCHIELE AVENUE 7.375 2,851.77 73
7.125 2,851.77 425,000.00
SAN JOSE CA 95126 5 06/19/98 00
0430989129 05 08/01/98 0
3005057 O 07/01/13
0
1784272 A83/G01 F 313,000.00 ZZ
180 312,001.72 1
628 BANCROFT STREET 6.875 2,791.51 73
6.625 2,791.51 430,000.00
SANTA CLARA CA 95051 5 07/08/98 00
0430988444 05 09/01/98 0
3005335 O 08/01/13
0
1784323 L81/G01 F 380,000.00 ZZ
180 380,000.00 1
1618 HIGHLAND DR. 6.875 3,389.05 53
6.625 3,389.05 725,000.00
NEWPORT BEACH CA 92660 2 08/06/98 00
0430984393 05 10/01/98 0
981818 O 09/01/13
0
1784417 A83/G01 F 91,400.00 ZZ
180 88,312.32 1
6817 HILLSIDE LANE 7.500 847.29 49
7.250 847.29 188,000.00
EDINA MN 55439 2 05/26/98 00
0430988402 05 07/01/98 0
1012509 O 06/01/13
0
1784419 A83/G01 F 298,000.00 ZZ
180 295,223.53 1
3583 OLSEN DR 7.250 2,720.34 68
7.000 2,720.34 440,000.00
SAN JOSE CA 95117 2 05/05/98 00
0430988329 05 07/01/98 0
3004370 O 06/01/13
0
1
1784424 A83/G01 F 153,800.00 ZZ
180 151,904.13 1
1603 HAVEN CREST COURT 7.375 1,414.85 72
7.125 1,414.85 215,000.00
POWDER SPRINGS GA 30073 2 04/28/98 00
0430988592 03 06/01/98 0
5004133 O 05/01/13
0
1784475 E22/G01 F 70,000.00 ZZ
180 69,786.26 1
14800 NE 12 AVENUE 7.375 643.95 70
7.125 643.95 101,000.00
NORTH MIAMI FL 33161 2 07/27/98 00
0410913040 05 09/01/98 0
410913040 O 08/01/13
0
1784618 E22/G01 F 101,400.00 ZZ
180 100,744.32 1
101 POLO DRIVE 6.750 897.30 60
6.500 897.30 169,000.00
MONTGOMERY PA 19454 1 06/15/98 00
0410752448 09 08/01/98 0
410752448 O 07/01/13
0
1784624 E22/G01 F 350,000.00 ZZ
180 348,883.72 1
723 CHATEAU DRIVE 6.875 3,121.49 39
6.625 3,121.49 900,000.00
HILLSBOROUGH CA 94010 2 07/24/98 00
0410976906 05 09/01/98 0
410976906 O 08/01/13
0
1784858 367/367 F 246,000.00 ZZ
180 245,232.29 1
1304 RIGGS STREET NW 7.125 2,228.34 95
6.875 2,228.34 259,000.00
WASHINGTON DC 20009 1 07/15/98 10
99302460 07 09/01/98 25
99302460 O 08/01/13
0
1785118 E22/G01 F 56,350.00 ZZ
180 56,176.05 1
10466 BOYNTON PLACE 7.250 514.40 76
7.000 514.40 75,000.00
1
BOYNTON BEACH FL 33437 2 07/23/98 00
0410837298 09 09/01/98 0
410837298 O 08/01/13
0
1785130 562/562 F 85,000.00 ZZ
180 84,743.28 1
94 KAMDA BOULEVARD 7.500 787.97 42
7.250 787.97 205,000.00
NEW HYDE PARK NY 11040 2 07/21/98 00
570051 05 09/01/98 0
570051 O 08/01/13
0
1785145 G32/G01 F 298,000.00 ZZ
180 298,000.00 1
1337 CHURCH STREET 7.375 2,741.37 41
7.125 2,741.37 730,000.00
NORTHBROOK IL 60062 5 08/05/98 00
0430988378 05 10/01/98 0
1003994 O 09/01/13
0
1785236 637/G01 F 246,000.00 ZZ
180 244,476.61 1
1422 WHITECLIFF WAY 7.250 2,245.65 69
7.000 2,245.65 360,000.00
WALNUT CREEK CA 94596 2 06/24/98 00
0430972893 05 08/01/98 0
0010925956 O 07/01/13
0
1785255 439/G01 F 323,000.00 ZZ
180 321,998.54 1
48 EVERGREEN R 7.200 2,939.46 53
6.950 2,939.46 614,000.00
ARMONK NY 10504 2 07/23/98 00
0430982249 05 09/01/98 0
1950161 O 08/01/13
0
1785256 439/G01 F 258,000.00 ZZ
180 257,189.55 1
5418 CAMINITO VISTA LUJO 7.050 2,326.20 67
6.800 2,326.20 390,000.00
SAN DIEGO CA 92130 2 07/01/98 00
0430986661 03 09/01/98 0
1967402 O 08/01/13
0
1
1785257 439/G01 F 360,000.00 ZZ
180 358,108.71 1
640 CALLE MIRAMAR 6.700 3,175.71 60
6.450 3,175.71 600,000.00
TORRANCE CA 90277 2 07/10/98 00
0430986604 05 09/01/98 0
1970171 O 08/01/13
0
1785258 439/G01 F 310,000.00 ZZ
180 308,991.85 1
155 SOUTH "G" STREET 6.650 2,726.07 79
6.400 2,726.07 395,000.00
OXNARD CA 93030 2 07/09/98 00
0430986612 05 09/01/98 0
1970427 O 08/01/13
0
1785259 439/G01 F 392,500.00 ZZ
180 391,229.06 1
915 OXFORD STREET 6.700 3,462.40 66
6.450 3,462.40 600,000.00
BERKELEY CA 94707 2 07/16/98 00
0430986620 05 09/01/98 0
1971201 O 08/01/13
0
1785261 439/G01 F 255,000.00 ZZ
180 254,198.98 1
3880 EDGEVIEW DRIVE 7.050 2,299.15 75
6.800 2,299.15 340,000.00
PASADENA CA 91107 1 07/15/98 00
0430986703 05 09/01/98 0
1972792 O 08/01/13
0
1785262 439/G01 F 308,000.00 ZZ
180 307,019.79 1
427 SIXTEENTH PLACE 6.900 2,751.21 73
6.650 2,751.21 425,000.00
COSTA MESA CA 92627 1 07/22/98 00
0430986711 05 09/01/98 0
1974048 O 08/01/13
0
1785263 439/G01 F 256,000.00 ZZ
180 255,185.28 1
1
5807 NORTH BALLANTRAE DRIVE 6.900 2,286.72 80
6.650 2,286.72 320,000.00
COLLEYVILLE TX 76034 2 07/17/98 00
0430986729 03 09/01/98 0
1974085 O 08/01/13
0
1785264 439/G01 F 381,000.00 ZZ
180 379,803.18 1
1105 FOREST AVE 7.050 3,435.20 67
6.800 3,435.20 570,000.00
RIVER FOREST IL 60305 2 07/22/98 00
0430986737 05 09/01/98 0
1975566 O 08/01/13
0
1785267 562/562 F 270,000.00 ZZ
180 269,175.57 1
51 MAYFLOWER DRIVE 7.375 2,483.80 51
7.125 2,483.80 535,000.00
WILTON CT 06897 2 07/31/98 00
569053 05 09/01/98 0
569053 O 08/01/13
0
1785368 637/G01 F 300,000.00 ZZ
180 299,032.77 1
4802 NORTH 400 WEST 6.750 2,654.73 45
6.500 2,654.73 671,000.00
PARK CITY UT 84098 5 07/17/98 00
0430972356 05 09/01/98 0
8657512 O 08/01/13
0
1785370 637/G01 F 90,000.00 ZZ
180 89,719.13 1
3105 MAGYAR PLACE 7.125 815.25 43
6.875 815.25 213,500.00
MARINA CA 93933 2 07/13/98 00
0430986588 05 09/01/98 0
0011164167 O 08/01/13
0
1785375 025/025 F 307,000.00 ZZ
180 304,013.89 1
236 PARKRIDGE COURT 6.750 2,716.67 61
6.500 2,716.67 510,000.00
KINGSPORT TN 37664 2 05/22/98 00
162369 05 07/01/98 0
1
162369 O 06/01/13
0
1785380 637/G01 F 330,000.00 ZZ
180 327,911.65 1
1300 OAK AVENUE 7.000 2,966.14 48
6.750 2,966.14 695,000.00
LOS ALTOS CA 94024 2 06/22/98 00
0430981522 05 08/01/98 0
0011184009 O 07/01/13
0
1785384 637/G01 F 62,000.00 ZZ
180 61,607.64 1
56 BENBURB STREET 7.000 557.28 42
6.750 557.28 148,000.00
AMITYVILLE NY 11701 2 06/24/98 00
0430966143 05 08/01/98 0
8303547 O 07/01/13
0
1785397 637/G01 F 428,000.00 ZZ
180 426,678.77 1
901 SAGE COURT 7.250 3,907.06 80
7.000 3,907.06 535,000.00
CUPERTINO CA 95014 2 07/01/98 00
0430981613 05 09/01/98 0
0011190063 O 08/01/13
0
1785398 637/G01 F 300,000.00 ZZ
180 299,073.91 1
10480 FLORA VISTA AVENUE 7.250 2,738.59 36
7.000 2,738.59 855,000.00
CUPERTINO CA 95014 2 07/01/98 00
0430972364 05 09/01/98 0
0011193935 O 08/01/13
0
1785403 637/G01 F 296,000.00 ZZ
180 295,076.24 1
1445 DE FALCO WAY 7.125 2,681.26 65
6.875 2,681.26 460,000.00
SAN JOSE CA 95131 2 07/01/98 00
0430972380 05 09/01/98 0
0011193786 O 08/01/13
0
1
1785406 637/G01 F 400,000.00 ZZ
180 398,710.36 1
16371 BELMONT AVENUE 6.750 3,539.64 40
6.500 3,539.64 1,000,000.00
MONTE SERENO CA 95030 2 07/06/98 00
0430972406 05 09/01/98 0
0011201340 O 08/01/13
0
1785409 637/G01 F 287,960.00 ZZ
180 287,061.32 1
1889 FALCONRIDGE DRIVE 7.125 2,608.44 80
6.875 2,608.44 360,000.00
PETALUMA CA 94954 1 07/07/98 00
0430972398 03 09/01/98 0
0010925527 O 08/01/13
0
1785487 E82/G01 F 247,500.00 ZZ
180 247,500.00 1
408 VISTA ABIERTA 7.000 2,224.60 68
6.750 2,224.60 365,000.00
EL CAJON CA 92019 2 08/03/98 00
0400134326 05 10/01/98 0
400134326 O 09/01/13
0
1785735 025/025 F 248,000.00 ZZ
180 245,587.74 1
1303 HOPKINS TERRACE 6.750 2,194.58 80
6.500 2,194.58 310,000.00
ATLANTA GA 30324 2 05/29/98 00
389662 05 07/01/98 0
389662 O 06/01/13
0
1785737 E26/G01 F 333,000.00 ZZ
180 331,937.93 1
5900 PASEO DE LA RAMBLA 6.875 2,969.88 80
6.625 2,969.88 420,000.00
YORBA LINDA CA 92887 2 07/24/98 00
0430965160 05 09/01/98 0
34800774 O 08/01/13
0
1785741 025/025 F 637,500.00 ZZ
180 633,368.82 1
1122 JOHNS ROAD 6.875 5,685.57 75
6.625 5,685.57 850,000.00
1
AUGUSTA GA 30904 2 06/22/98 00
350439 05 08/01/98 0
350439 O 07/01/13
0
1785744 025/025 F 260,000.00 T
180 257,577.60 1
788 ASHBURTON DRIVE 7.250 2,373.44 68
7.000 2,373.44 385,000.00
NAPLES FL 34110 1 05/01/98 00
662038 03 07/01/98 0
662038 O 06/01/13
0
1785748 025/025 F 335,000.00 ZZ
180 332,857.00 1
9100 HUNTCLIFF TRACE 6.875 2,987.71 61
6.625 2,987.71 550,000.00
ATLANTA GA 30350 2 06/17/98 00
389470 03 08/01/98 0
389470 O 07/01/13
0
1785774 025/025 F 233,600.00 ZZ
180 231,327.81 1
209 ASHBURY LANE 6.750 2,067.15 77
6.500 2,067.15 305,000.00
MACON GA 31210 2 05/20/98 00
319111 05 07/01/98 0
319111 O 06/01/13
0
1785794 025/025 F 41,500.00 ZZ
180 40,977.32 1
4510 PICADILLY STREET 7.125 375.92 80
6.875 375.92 52,020.00
TAMPA FL 33634 1 04/20/98 00
814994 05 06/01/98 0
814994 O 05/01/13
0
1785797 025/025 F 300,000.00 T
180 298,162.33 1
14282 CYPRESS ISLAND CIRCLE 7.375 2,759.77 80
7.125 2,759.77 375,000.00
PALM BEACH GARD FL 33410 2 06/16/98 00
493661 09 08/01/98 0
493661 O 07/01/13
0
1
1785800 025/025 F 261,501.49 ZZ
180 254,926.08 1
100 HARBOUR TOWN COURT 6.875 2,332.21 75
6.625 2,332.21 350,000.00
KATHLEEN GA 31047 5 03/23/98 00
401016 05 05/01/98 0
401016 O 04/01/13
0
1785803 025/025 F 400,000.00 T
180 396,050.52 1
208 WATERWAYS AVE 7.125 3,623.32 77
6.875 3,623.32 525,000.00
BOCA GRANDE FL 33921 2 05/06/98 00
391190 05 07/01/98 0
391190 O 06/01/13
0
1785812 025/025 F 285,000.00 ZZ
180 281,332.76 1
2575 HABERSHAM ROAD NW 6.875 2,541.78 50
6.625 2,541.78 570,000.00
ATLANTA GA 30305 2 04/27/98 00
388795 05 06/01/98 0
388795 O 05/01/13
0
1785819 E22/G01 F 200,000.00 ZZ
180 199,369.01 1
9957 PEBBLE CREEK 7.000 1,797.66 55
6.750 1,797.66 369,000.00
SPRINGFIELD TOW MI 48350 2 07/29/98 00
0410968051 05 09/01/98 0
410968051 O 08/01/13
0
1785821 025/025 F 311,800.00 ZZ
180 309,826.82 1
958 GRAND CANAL 7.000 2,802.55 76
6.750 2,802.55 411,000.00
GULF BREEZE FL 32561 5 06/22/98 00
167502 05 08/01/98 0
167502 O 07/01/13
0
1785838 025/025 F 325,000.00 ZZ
180 322,036.94 1
1
2374 HAVEN RIDGE DRIVE 7.500 3,012.79 55
7.250 3,012.79 600,000.00
ATLANTA GA 30305 2 06/01/98 00
186609 05 07/01/98 0
186609 O 06/01/13
0
1785854 025/025 F 46,800.00 ZZ
180 46,510.19 1
1602 PINE AVENUE 7.250 427.22 74
7.000 427.22 64,000.00
DELAND FL 32724 5 06/15/98 00
757036 05 08/01/98 0
757036 O 07/01/13
0
1785865 E22/G01 F 160,000.00 ZZ
180 159,516.78 1
12001 PAWNEE LANE 7.500 1,483.22 34
7.250 1,483.22 480,000.00
LEAWOOD KS 66209 5 07/15/98 00
0410968291 03 09/01/98 0
410968291 O 08/01/13
0
1785872 025/025 F 490,000.00 ZZ
180 485,335.11 1
8116 SW 110 TERRACE 7.000 4,404.26 75
6.750 4,404.26 660,000.00
MIAMI FL 33156 2 05/22/98 00
451553 05 07/01/98 0
451553 O 06/01/13
0
1785909 025/025 F 263,334.00 ZZ
180 260,052.80 1
2442 RIDGEWIND WAY 7.250 2,403.88 75
7.000 2,403.88 352,000.00
WINDERMERE FL 34786 2 05/08/98 00
462508 03 06/01/98 0
462508 O 05/01/13
0
1785914 J95/J95 F 240,000.00 ZZ
180 237,788.00 1
2704 WATERVIEW CIRCLE 7.375 2,207.82 75
7.125 2,207.82 320,000.00
GAINESVILLE GA 30504 5 05/22/98 00
9261 05 07/01/98 0
1
9261 O 06/01/13
0
1785922 025/025 F 479,000.00 ZZ
163 475,454.41 1
7876 LANTANA CREEK ROAD 7.000 4,561.81 77
6.750 4,561.81 630,010.00
LARGO FL 33777 4 07/02/98 00
809298 03 08/01/98 0
809298 O 02/01/12
0
1785948 025/025 F 264,107.49 ZZ
180 260,518.37 1
1705 PATRIOTS WAY 6.875 2,355.45 74
6.625 2,355.45 360,000.00
KENNESAW GA 30152 2 04/10/98 00
136926 03 06/01/98 0
136926 O 05/01/13
0
1786039 025/025 F 398,000.00 ZZ
180 396,744.33 1
2449 SOUTH PALMETTO CIRCLE 7.000 3,577.34 90
6.750 3,577.34 442,500.00
SOUTH DAYTONA FL 32119 1 07/10/98 04
887803 05 09/01/98 25
887803 O 08/01/13
0
1786049 025/025 F 999,999.00 ZZ
180 996,878.19 1
3988 W ALHAMBRA DRIVE 7.125 9,058.30 62
6.875 9,058.30 1,637,500.00
JACKSONVILLE FL 32207 1 07/27/98 00
660550 05 09/01/98 0
660550 O 08/01/13
0
1786054 025/025 F 272,000.00 ZZ
180 271,160.34 1
5617 GRANNY WHITE PIKE 7.250 2,482.99 73
7.000 2,482.99 375,000.00
BRENTWOOD TN 37027 2 07/20/98 00
343317 05 09/01/98 0
343317 O 08/01/13
0
1
1786058 025/025 F 246,500.00 ZZ
180 245,705.26 1
1810 EAST BROW ROAD 6.750 2,181.30 51
6.500 2,181.30 492,000.00
SIGNAL MTN TN 37377 2 07/24/98 00
371343 05 09/01/98 0
371343 O 08/01/13
0
1786107 893/G01 F 425,000.00 ZZ
180 425,000.00 1
701 SANTA CRUZ LANE 6.875 3,790.39 68
6.625 3,790.39 630,000.00
FOSTER CITY CA 94404 2 08/03/98 00
0430966051 03 10/01/98 0
198703 O 09/01/13
0
1786112 638/G01 F 130,000.00 ZZ
180 129,585.38 1
6461 DANIEL COURT 6.875 1,159.41 79
6.625 1,159.41 165,000.00
ELDERSBURG MD 21784 1 07/29/98 00
0430961995 03 09/01/98 0
8775495 O 08/01/13
0
1786204 550/550 F 1,100,000.00 ZZ
180 1,100,000.00 1
35 MISSION TRAIL 6.950 9,856.39 53
6.700 9,856.39 2,100,000.00
WOODSIDE CA 94062 2 07/29/98 00
120250589 05 10/01/98 0
120250589 O 09/01/13
0
1786326 A83/G01 F 277,200.00 ZZ
180 275,520.41 1
107 ROYSTER DRIVE 7.500 2,569.68 90
7.250 2,569.68 308,000.00
CRAWFORDVILLE FL 32327 1 07/01/98 01
0430977264 03 08/01/98 25
5004658 O 07/01/13
0
1786358 E82/G01 F 300,000.00 ZZ
180 300,000.00 1
1918 LONE PINE ROAD 6.375 2,592.75 70
6.125 2,592.75 430,000.00
1
BLOOMFIELD TOWN MI 48302 2 08/05/98 00
0400130910 05 10/01/98 0
0400130910 O 09/01/13
0
1786432 E16/G01 F 297,800.00 ZZ
180 297,800.00 1
18 BRIER ROAD 7.375 2,739.54 64
7.125 2,739.54 472,500.00
WHITEHOUSE STAT NJ 08889 2 08/26/98 00
0431007541 05 10/01/98 0
118801442 O 09/01/13
0
1786770 E62/G01 F 439,000.00 ZZ
180 437,584.63 1
1290 W WESLEY 6.750 3,884.75 52
6.500 3,884.75 850,000.00
ATLANTA GA 30327 2 07/23/98 00
0430964775 05 09/01/98 0
00 O 08/01/13
0
1786779 E22/G01 F 140,000.00 ZZ
180 140,000.00 1
32096 PASEO PARALLON 6.875 1,248.60 59
6.625 1,248.60 240,000.00
TEMECULA CA 92592 2 07/30/98 00
0410939441 05 10/01/98 0
410939441 O 09/01/13
0
1786945 356/G01 F 309,000.00 ZZ
180 308,035.67 1
1800 ALAMEDA DIABLO 7.125 2,799.02 38
6.875 2,799.02 815,000.00
DIABLO CA 94528 2 07/16/98 00
0430970756 05 09/01/98 0
2557429 O 08/01/13
0
1787155 369/G01 F 495,000.00 ZZ
180 493,369.27 1
112 LUMAHAI STREET 6.500 4,311.98 59
6.250 4,311.98 850,000.00
HONOLULU HI 96825 2 07/16/98 00
0430972232 05 09/01/98 0
61856175 O 08/01/13
0
1
1787232 195/G01 F 350,000.00 ZZ
180 348,895.77 1
LOT 80 WHITRIDGE ROAD 7.000 3,145.90 52
6.750 3,145.90 679,900.00
NATICK MA 01760 1 07/31/98 00
0430972307 05 09/01/98 0
58774 O 08/01/13
0
1787256 367/367 F 274,000.00 ZZ
180 273,144.90 1
7201 MILLWOOD ROAD 7.125 2,481.98 80
6.875 2,481.98 343,000.00
BETHESDA MD 20817 1 07/10/98 00
9806000729 05 09/01/98 0
9806000729 O 08/01/13
0
1787292 369/G01 F 319,800.00 ZZ
180 318,780.03 1
105 PASQUOTANK DR 6.875 2,852.16 73
6.625 2,852.16 443,000.00
RALEIGH NC 27609 2 07/10/98 00
0430971721 05 09/01/98 0
0061419578 O 08/01/13
0
1788046 637/G01 F 451,000.00 ZZ
180 449,607.77 1
2128 REDBIRD DRIVE 7.250 4,117.02 73
7.000 4,117.02 625,000.00
LAS VEGAS NV 89134 2 07/27/98 00
0430967786 03 09/01/98 0
0011832037 O 08/01/13
0
1788067 654/G01 F 488,000.00 ZZ
180 488,000.00 1
1210 FOOTHILL ROAD 6.875 4,352.25 60
6.625 4,352.25 825,000.00
IN THE AREA OF CA 93023 1 08/05/98 00
0430973511 05 10/01/98 0
71001631 O 09/01/13
0
1788099 267/267 F 330,000.00 ZZ
180 328,912.84 1
1
1026 METRO CIRCLE 6.500 2,874.66 50
6.250 2,874.66 670,000.00
PALO ALTO CA 94303 2 07/24/98 00
4265597 05 09/01/98 0
4265597 O 08/01/13
0
1788103 637/G01 F 348,600.00 ZZ
180 347,523.89 1
7161 SCARSDALE PLACE 7.250 3,182.24 49
7.000 3,182.24 725,000.00
SAN JOSE CA 95120 2 07/17/98 00
0430986752 05 09/01/98 0
0010126498 O 08/01/13
0
1788108 637/G01 F 356,700.00 ZZ
180 355,586.81 1
20821 SCOFIELD DRIVE 7.125 3,231.10 58
6.875 3,231.10 620,000.00
CUPERTINO CA 95014 2 07/10/98 00
0430986794 05 09/01/98 0
0011184629 O 08/01/13
0
1788112 637/G01 F 280,000.00 ZZ
180 279,135.65 1
3766 ASHTON LANE 7.250 2,556.02 80
7.000 2,556.02 350,000.00
SAN JOSE CA 95111 1 07/13/98 00
0430979625 05 09/01/98 0
0010927762 O 08/01/13
0
1788114 637/G01 F 315,000.00 ZZ
180 313,962.26 1
924 W. CARMEL VALLEY RD. 6.500 2,743.99 63
6.250 2,743.99 500,000.00
CARMEL VALLEY CA 93924 2 07/23/98 00
0430986653 05 09/01/98 0
0011203486 O 08/01/13
0
1788115 637/G01 F 282,400.00 ZZ
180 281,547.11 1
201 DOLCITA COURT 7.500 2,617.89 80
7.250 2,617.89 353,000.00
DANVILLE CA 94526 2 07/22/98 00
0430981423 05 09/01/98 0
1
0011195831 O 08/01/13
0
1788117 637/G01 F 269,000.00 ZZ
180 268,169.60 1
2881 KLEIN ROAD 7.250 2,455.61 69
7.000 2,455.61 390,000.00
SAN JOSE CA 95148 2 07/13/98 00
0430986935 05 09/01/98 0
0011189669 O 08/01/13
0
1788119 637/G01 F 430,000.00 ZZ
180 428,643.36 1
738 HEBRIDES WAY 7.000 3,864.97 60
6.750 3,864.97 725,000.00
SUNNYVALE CA 94087 2 07/22/98 00
0430984138 05 09/01/98 0
0011211844 O 08/01/13
0
1788123 637/G01 F 152,500.00 ZZ
180 152,013.62 1
21320 GERMAIN STREET 6.875 1,360.08 50
6.625 1,360.08 305,000.00
(CHATSWORTH ARE CA 91311 1 07/15/98 00
0430986562 05 09/01/98 0
0010665446 O 08/01/13
0
1788127 637/G01 F 305,000.00 ZZ
180 304,027.24 1
861 LOS MOLINOS WAY 6.875 2,720.16 69
6.625 2,720.16 447,000.00
SACRAMENTO CA 95864 2 07/23/98 00
0430981548 05 09/01/98 0
0013362157 O 08/01/13
0
1788131 637/G01 F 281,950.00 ZZ
180 281,050.75 1
34135 SUMMERWIND TERRACE 6.875 2,514.59 74
6.625 2,514.59 381,950.00
FREMONT CA 94555 1 07/22/98 00
0430989236 03 09/01/98 0
0010127066 O 08/01/13
0
1
1788211 367/367 F 415,000.00 ZZ
180 413,647.48 1
3600 MILITARY ROAD 6.625 3,643.67 66
6.375 3,643.67 635,000.00
ARLINGTON VA 22207 1 07/08/98 00
99213380 05 09/01/98 0
99213380 O 08/01/13
0
1788271 E26/G01 F 334,000.00 ZZ
180 332,934.74 1
25092 EATON LANE 6.875 2,978.80 80
6.625 2,978.80 420,000.00
LAGUNA NIGUEL CA 92677 2 07/24/98 00
0430977058 03 09/01/98 0
34800732 O 08/01/13
0
1788339 267/267 F 495,000.00 ZZ
180 490,387.19 1
2270 ROANOKE RD 6.750 4,380.31 75
6.500 4,380.31 660,000.00
SAN MARINO CA 91108 2 07/30/98 00
4267735 05 09/01/98 0
4267735 O 08/01/13
0
1788343 267/267 F 343,920.00 ZZ
180 342,823.11 1
188 W 15TH ST 6.875 3,067.27 80
6.625 3,067.27 429,900.00
UPLAND CA 91786 1 07/24/98 00
4280050 05 09/01/98 0
4280050 O 08/01/13
0
1788521 638/G01 F 249,500.00 ZZ
180 248,721.36 1
2 S 530 STANTON ROAD 7.125 2,260.05 55
6.875 2,260.05 460,000.00
GLEN ELLYN IL 60137 2 07/24/98 00
0430968537 05 09/01/98 0
08767963 O 08/01/13
0
1788524 638/G01 F 115,000.00 ZZ
180 114,648.86 1
151 OLD ADOBE ROAD 7.375 1,057.91 33
7.125 1,057.91 355,000.00
1
WATSONVILLE CA 95076 1 07/24/98 00
0430968479 05 09/01/98 0
08765191 O 08/01/13
0
1788800 E26/G01 F 245,000.00 ZZ
180 244,218.60 1
2934 EAST 39TH STREET 6.875 2,185.05 80
6.625 2,185.05 310,000.00
TULSA OK 74105 2 07/08/98 00
0430993824 05 09/01/98 0
34800375 O 08/01/13
0
1788852 822/G01 F 262,500.00 ZZ
180 262,500.00 1
1625 HIGHLAND AVE 7.125 2,377.81 75
6.875 2,377.81 350,000.00
WEST CHESTER PA 19380 5 07/29/98 00
0430976928 05 10/01/98 0
13006011626 O 09/01/13
0
1788978 195/G01 F 350,000.00 ZZ
180 350,000.00 1
35 DRAPER ROAD 7.125 3,170.41 43
6.875 3,170.41 815,000.00
DOVER MA 02030 2 07/29/98 00
0430974543 05 10/01/98 0
59046 O 09/01/13
0
1788991 356/G01 F 390,000.00 ZZ
180 390,000.00 1
250 GUADALUPE TERR 7.125 3,532.75 56
6.875 3,532.75 700,000.00
FREMONT CA 94539 2 08/04/98 00
0430972943 05 10/01/98 0
2571321 O 09/01/13
0
1788999 J95/J95 F 567,000.00 ZZ
180 565,191.63 1
5815 GARDEN OAK COVE 6.875 5,056.81 50
6.625 5,056.81 1,150,000.00
MEMPHIS TN 38120 2 07/07/98 00
0015010358 03 09/01/98 0
0015010358 O 08/01/13
0
1
1789035 356/G01 F 253,000.00 ZZ
180 252,210.43 1
3755 ARMOUR CT 7.125 2,291.76 61
6.875 2,291.76 420,000.00
FREMONT CA 94555 2 07/17/98 00
0430972976 05 09/01/98 0
2548725 O 08/01/13
0
1789060 J95/J95 F 418,000.00 ZZ
180 415,354.75 1
2817 CATHEDRAL AVENUE NW 7.000 3,757.11 75
6.750 3,757.11 560,000.00
WASHINGTON DC 20008 2 06/11/98 00
0016024853 05 08/01/98 0
0016024853 O 07/01/13
0
1789064 J95/J95 F 277,000.00 ZZ
180 276,106.93 1
11947 PINNACLE POINT LANE 6.750 2,451.20 65
6.500 2,451.20 430,000.00
CHARLOTTE NC 28276 1 07/08/98 00
0012835583 03 09/01/98 0
0012835583 O 08/01/13
0
1789075 J95/J95 F 250,000.00 ZZ
180 249,219.80 1
7085 MORNINGSIDE COURT 7.125 2,264.58 73
6.875 2,264.58 346,000.00
BRENTWOOD TN 37027 2 07/08/98 00
19947 05 09/01/98 0
19947 O 08/01/13
0
1789085 593/593 F 240,000.00 ZZ
180 238,497.55 1
5600 SOUTH SOLITUDE LANE 7.125 2,174.00 73
6.875 2,174.00 329,000.00
IDAHO FALLS ID 83406 5 06/25/98 00
0006233696 05 08/01/98 0
0006233696 O 07/01/13
0
1789102 883/G01 F 250,000.00 ZZ
180 249,211.25 1
1
222 CAMELOT DRIVE 7.000 2,247.08 67
6.750 2,247.08 374,900.00
MORGANTON NC 28655 2 07/31/98 00
0430985325 05 09/01/98 0
10003986 O 08/01/13
0
1789134 J95/J95 F 257,000.00 ZZ
180 256,162.40 1
18 PUTNAM ROAD 6.625 2,256.45 61
6.375 2,256.45 425,000.00
ACTON MA 01720 2 07/07/98 00
0016045023 05 09/01/98 0
0016045023 O 08/01/13
0
1789184 E29/G01 F 425,000.00 ZZ
180 425,000.00 1
27638 MISTY ROAD 7.125 3,849.78 29
6.875 3,849.78 1,475,000.00
GOLDEN CO 80403 2 08/06/98 00
0430996744 03 10/01/98 0
19806228 O 09/01/13
0
1789214 638/G01 F 240,000.00 ZZ
180 240,000.00 1
1531 EAST CAVALAR DRIVE 6.875 2,140.45 64
6.625 2,140.45 380,000.00
PHOENIX AZ 85022 2 08/06/98 00
0430973990 03 10/01/98 0
8765266 O 09/01/13
0
1789216 638/G01 F 154,000.00 ZZ
180 153,519.40 1
35 IVY STREET 7.125 1,394.98 66
6.875 1,394.98 235,000.00
STAMFORD CT 06902 2 07/27/98 00
0430970137 05 09/01/98 0
8770924 O 08/01/13
0
1789235 J95/J95 F 300,000.00 ZZ
180 299,022.26 1
3209 POLO PLACE 6.625 2,633.99 44
6.375 2,633.99 685,000.00
PLANT CITY FL 33566 5 07/10/98 00
0016065062 05 09/01/98 0
1
0016065062 O 08/01/13
0
1789241 J95/J95 F 315,000.00 ZZ
180 313,995.35 1
6408 LEDGE MOUNTAIN DRIVE 6.875 2,809.34 62
6.625 2,809.34 515,000.00
AUSTIN TX 78731 1 07/08/98 00
0012869624 05 09/01/98 0
0012869624 O 08/01/13
0
1789249 J95/J95 F 285,000.00 ZZ
180 283,176.85 1
205 WALHALLA COURT 6.875 2,541.78 66
6.625 2,541.78 435,000.00
ATLANTA GA 30350 2 06/24/98 00
0012599726 05 08/01/98 0
0012599726 O 07/01/13
0
1789260 J95/J95 F 300,000.00 ZZ
180 298,101.52 1
7 VALORE DRIVE 7.000 2,696.48 59
6.750 2,696.48 515,000.00
NEWPORT COAST A CA 92657 1 06/24/98 00
0012988747 01 08/01/98 0
0012988747 O 07/01/13
0
1789272 J95/J95 F 306,400.00 ZZ
180 304,481.88 1
10693 QUARTERSTAFF ROAD 7.125 2,775.47 80
6.875 2,775.47 383,000.00
COLUMBIA MD 21044 1 06/30/98 00
0000 05 08/01/98 0
0000 O 07/01/13
0
1789280 J95/J95 F 307,000.00 ZZ
180 304,455.73 1
10708 FORESTGATE PLACE 6.875 2,737.99 88
6.625 2,737.99 350,000.00
GLENN DALE MD 20769 2 07/01/98 04
0012974507 05 08/01/98 12
0012974507 O 07/01/13
0
1
1789281 J95/J95 F 257,500.00 ZZ
180 256,651.68 1
5349 KERGER ROAD 6.500 2,243.11 80
6.250 2,243.11 325,000.00
ELLICOTT CITY MD 21043 2 07/10/98 00
0000 05 09/01/98 0
0000 O 08/01/13
0
1789284 J95/J95 F 236,000.00 ZZ
180 234,506.51 1
3207 NE 19TH AVENUE 7.000 2,121.24 80
6.750 2,121.24 296,000.00
PORTLAND OR 97212 1 06/24/98 00
16003287 05 08/01/98 0
16003287 O 07/01/13
0
1789288 J95/J95 F 300,000.00 ZZ
180 299,063.75 1
10701 POT SPRING ROAD 7.125 2,717.50 75
6.875 2,717.50 400,000.00
COCKEYSVILLE MD 21030 1 07/09/98 00
0000 03 09/01/98 0
0000 O 08/01/13
0
1789318 J95/J95 F 272,000.00 ZZ
180 270,241.17 1
5870 VISTA DEL MAR 6.750 2,406.95 52
6.500 2,406.95 525,000.00
YORBA LINDA CA 92887 1 06/24/98 00
0012799730 03 08/01/98 0
0012799730 O 07/01/13
0
1789327 J95/J95 F 395,000.00 ZZ
180 386,827.23 1
23961 LYNNEWOOD ROAD 7.000 3,550.38 53
6.750 3,550.38 750,000.00
ST. MICHAELS MD 21663 2 04/01/98 00
0000 05 06/01/98 0
0000 O 05/01/13
0
1789332 J95/J95 F 265,000.00 ZZ
180 263,358.96 1
8 VALLEYWOOD ROAD 7.250 2,419.09 69
7.000 2,419.09 388,000.00
1
HOPKINTON MA 01748 2 07/02/98 00
0007817398 05 08/01/98 0
0007817398 O 07/01/13
0
1789341 J95/J95 F 236,000.00 ZZ
180 235,255.43 1
3640 CHURCHWELL COURT 7.000 2,121.24 80
6.750 2,121.24 295,000.00
TUCKER GA 30084 1 07/08/98 00
0010504512 05 09/01/98 0
0010504512 O 08/01/13
0
1789354 J95/J95 F 400,000.00 ZZ
180 396,490.16 1
1663 HIGHCREST DRIVE 6.750 3,539.64 73
6.500 3,539.64 550,000.00
MEDFORD OR 97504 5 06/24/98 00
0016039216 05 08/01/98 0
0016039216 O 07/01/13
0
1789359 J95/J95 F 289,500.00 ZZ
180 287,667.95 1
7246 SOUTH CHAPPARAL CIRCLE EA 7.000 2,602.11 73
6.750 2,602.11 400,000.00
AURORA CO 80016 2 06/30/98 00
0012899316 05 08/01/98 0
0012899316 O 07/01/13
0
1789373 J95/J95 F 265,000.00 ZZ
180 264,163.94 1
30801 SEMINOLE PLACE 7.000 2,381.89 59
6.750 2,381.89 450,000.00
LAGUNA NIGUEL CA 92677 2 07/16/98 00
0013085790 05 09/01/98 0
0013085790 O 08/01/13
0
1789468 E22/G01 F 119,000.00 ZZ
180 118,620.46 1
53 TURTLE CREEK DRIVE 6.875 1,061.31 66
6.625 1,061.31 183,000.00
TEQUESTA FL 33469 2 07/29/98 00
0410948384 03 09/01/98 0
410948384 O 08/01/13
0
1
1789568 964/G01 F 308,000.00 ZZ
180 308,000.00 1
2 GIVERNY 7.250 2,811.62 52
7.000 2,811.62 600,000.00
NEWPORT COAST ( CA 92657 2 08/06/98 00
0430970145 03 10/01/98 0
39646 O 09/01/13
0
1789609 136/136 F 245,000.00 ZZ
180 244,243.69 1
263 BIRCHWOOD PARK DRIVE 7.250 2,236.52 70
7.000 2,236.52 350,000.00
JERICHO NY 11753 1 07/31/98 00
1115754 05 09/01/98 0
1115754 O 08/01/13
0
1789622 B57/G01 F 287,900.00 ZZ
180 287,900.00 1
970 SOUTH LADAN LANE 6.875 2,567.65 78
6.625 2,567.65 370,000.00
ANAHEIM CA 92808 2 08/04/98 00
0430990416 03 10/01/98 0
9812486 O 09/01/13
0
1789631 E82/G01 F 252,000.00 ZZ
180 252,000.00 1
138 11TH STREET 6.875 2,247.47 76
6.625 2,247.47 335,000.00
SEAL BEACH CA 90740 2 08/12/98 00
0400135489 05 10/01/98 0
400135489 O 09/01/13
0
1789686 J95/J95 F 330,000.00 ZZ
180 327,911.65 1
7360 SW WESTGATE WAY 7.000 2,966.14 66
6.750 2,966.14 505,000.00
PORTLAND OR 97225 5 06/25/98 00
0016053597 05 08/01/98 0
0016053597 O 07/01/13
0
1789696 J95/J95 F 298,850.00 ZZ
180 296,958.78 1
1
11155 SW 40TH STREET 7.000 2,686.15 75
6.750 2,686.15 398,500.00
DAVIE FL 33328 5 07/03/98 00
0016042608 05 08/01/98 0
0016042608 O 07/01/13
0
1789697 E82/G01 F 370,000.00 ZZ
180 370,000.00 1
8716 SEVEN LOCKS ROAD 6.875 3,299.86 49
6.625 3,299.86 759,000.00
BETHESDA MD 20817 2 08/12/98 00
0400136578 05 10/01/98 0
400136578 O 09/01/13
0
1789702 E82/G01 F 318,000.00 ZZ
180 318,000.00 1
2897 SUNSET VIEW 6.875 2,836.10 90
6.625 2,836.10 355,000.00
SIGNAL HILL CA 90804 2 08/11/98 04
0400137428 05 10/01/98 12
0400137428 O 09/01/13
0
1789714 J95/J95 F 250,000.00 ZZ
180 248,400.73 1
4619 WOODLAND BROOK DRIVE 6.875 2,229.64 59
6.625 2,229.64 430,000.00
ATLANTA GA 30339 1 06/30/98 00
0012962221 03 08/01/98 0
0012962221 O 07/01/13
0
1789727 J95/J95 F 305,350.00 ZZ
180 304,365.52 1
7686 SOUTH MYRTLE AVENUE 6.750 2,702.07 90
6.500 2,702.07 339,296.00
TEMPE AZ 85284 1 07/24/98 10
0012366506 03 09/01/98 12
0012366506 O 08/01/13
0
1789732 J95/J95 F 325,000.00 ZZ
172 321,706.71 1
901 EVERETT ROAD 7.125 3,020.96 65
6.875 3,020.96 500,000.00
KNOXVILLE TN 37932 4 05/21/98 00
5903596 05 07/01/98 0
1
5903596 O 10/01/12
0
1789765 356/G01 F 232,500.00 ZZ
180 231,774.41 1
148 ENCHANTED WAY 7.125 2,106.06 79
6.875 2,106.06 298,000.00
SAN RAMON CA 94583 2 07/21/98 00
0430974600 09 09/01/98 0
2545580 O 08/01/13
0
1789769 356/G01 F 389,000.00 ZZ
180 387,786.00 1
623 BECADO PL 7.125 3,523.69 60
6.875 3,523.69 650,000.00
FREMONT CA 94539 2 07/21/98 00
0430974550 05 09/01/98 0
2556322 O 08/01/13
0
1789964 F28/G01 F 320,000.00 ZZ
180 284,197.81 1
3719 FAIRWAY POINT 7.250 2,921.17 64
7.000 2,921.17 503,215.00
WOODBURY MN 55125 1 12/21/95 00
0430973818 05 02/01/96 0
1962962 O 01/01/11
0
1789965 F28/G01 F 252,000.00 ZZ
180 241,976.72 1
700 S GARFIELD STREET 7.500 2,336.08 75
7.250 2,336.08 336,000.00
DENVER CO 80209 5 10/22/97 00
0430982587 03 12/01/97 0
3508856 O 11/01/12
0
1789968 F28/G01 F 295,000.00 ZZ
120 293,295.62 1
901 SW 88TH TERRACE 7.000 3,425.21 75
6.750 3,425.21 395,000.00
PLANTATION FL 33324 2 07/09/98 00
0430978734 03 09/01/98 0
3742238 O 08/01/08
0
1
1789969 F28/G01 F 268,000.00 ZZ
180 265,421.02 1
2800 WOODHAVEN DRIVE 6.875 2,390.17 80
6.625 2,390.17 335,000.00
GRANGER TOWNSHI OH 44256 1 05/11/98 00
0430982397 05 07/01/98 0
3757337 O 06/01/13
0
1789970 F28/G01 F 240,000.00 ZZ
120 235,900.27 1
1736 N HONORE ST 7.375 2,833.21 80
7.125 2,833.21 300,000.00
CHICAGO IL 60622 2 05/14/98 00
0430978718 05 07/01/98 0
3785173 O 06/01/08
0
1789971 F28/G01 F 296,000.00 ZZ
180 295,045.66 1
14 FORGE ROAD 6.750 2,619.34 80
6.500 2,619.34 370,000.00
SHARON MA 02146 1 07/31/98 00
0430982454 05 09/01/98 0
3803891 O 08/01/13
0
1789972 F28/G01 F 410,000.00 ZZ
180 408,663.77 1
3768 SUNRIDGE DR 6.625 3,599.77 79
6.375 3,599.77 520,000.00
PARK CITY UT 84098 1 07/17/98 00
0430982439 05 09/01/98 0
3822808 O 08/01/13
0
1789973 F28/G01 F 430,000.00 ZZ
180 425,950.21 1
9252 FALLING WATER DRIVE WEST 7.125 3,895.07 62
6.875 3,895.07 695,000.00
BURR RIDGE IL 60521 1 05/27/98 00
0430982520 03 07/01/98 0
3830025 O 06/01/13
0
1789974 F28/G01 F 242,000.00 ZZ
180 239,671.22 1
11733 EAST CORTEZ DRIVE 6.875 2,158.29 68
6.625 2,158.29 360,000.00
1
SCOTTSDALE AZ 85259 2 05/21/98 00
0430973271 03 07/01/98 0
3830231 O 06/01/13
0
1789975 F28/G01 F 271,200.00 ZZ
180 269,502.25 1
3905 STONEBRIDGE ROAD 7.125 2,456.61 80
6.875 2,456.61 339,000.00
SPRINGFIELD IL 62707 1 06/05/98 00
0430973065 05 08/01/98 0
3833377 O 07/01/13
0
1789976 F28/G01 F 264,800.00 ZZ
180 263,160.18 1
23202 SHEPHERDS POINT #66 7.250 2,417.27 80
7.000 2,417.27 331,000.00
BAY VILLAGE OH 44140 1 06/29/98 00
0430974998 01 08/01/98 0
3833904 O 07/01/13
0
1789977 F28/G01 F 249,000.00 ZZ
180 247,407.13 1
1230 PINCH VALLEY ROAD 6.875 2,220.72 65
6.625 2,220.72 384,000.00
WESTMINSTER MD 21158 2 06/19/98 00
0430974824 05 08/01/98 0
3838592 O 07/01/13
0
1789978 F28/G01 F 420,000.00 ZZ
180 416,052.20 1
80 ISLAND BAY 7.125 3,804.50 80
6.875 3,804.50 525,000.00
SPRINGFIELD IL 62707 1 05/27/98 00
0430973305 05 07/01/98 0
3844762 O 06/01/13
0
1789979 F28/G01 F 255,000.00 ZZ
180 253,368.76 1
7517 HACKMORE DRIVE 6.875 2,274.23 43
6.625 2,274.23 605,000.00
POTOMAC MD 20854 5 07/02/98 00
0430973198 05 08/01/98 0
3845421 O 07/01/13
0
1
1789980 F28/G01 F 510,000.00 ZZ
180 506,772.57 1
5 ARLINGTON STREET, UNIT #2 7.000 4,584.02 41
6.750 4,584.02 1,250,000.00
BOSTON MA 02116 1 06/23/98 00
0430982462 01 08/01/98 0
3846213 O 07/01/13
0
1789981 F28/G01 F 490,000.00 ZZ
180 488,437.20 1
2107 CLUB VISTA PLACE 6.875 4,370.09 49
6.625 4,370.09 1,010,000.00
LOUISVILLE KY 40220 2 07/30/98 00
0430982421 05 09/01/98 0
3869017 O 08/01/13
0
1789982 F28/G01 F 295,000.00 ZZ
180 293,153.25 1
345 W FRONT ST 7.125 2,672.20 54
6.875 2,672.20 552,000.00
PERRYSBURG OH 43551 2 06/18/98 00
0430973974 05 08/01/98 0
3872888 O 07/01/13
0
1789983 F28/G01 F 340,000.00 ZZ
180 337,894.53 1
12 HOVEY STREET 7.250 3,103.74 61
7.000 3,103.74 565,000.00
GLOUSTER MA 01930 1 06/24/98 00
0430973750 05 08/01/98 0
3878448 O 07/01/13
0
1789984 F28/G01 F 333,450.00 ZZ
180 332,409.36 1
22455 N55TH STREET 7.125 3,020.50 80
6.875 3,020.50 418,491.00
PHOENIX AZ 85024 1 07/23/98 00
0430973735 05 09/01/98 0
3897901 O 08/01/13
0
1789985 F28/G01 F 300,000.00 ZZ
180 298,121.96 1
1
564 WINDSPIRIT CIR 7.125 2,717.49 74
6.875 2,717.49 410,000.00
PRESCOTT AZ 86303 5 06/24/98 00
0430973362 03 08/01/98 0
3899105 O 07/01/13
0
1789986 F28/G01 F 290,000.00 ZZ
180 289,085.06 1
4 INWOOD LANE 7.000 2,606.61 75
6.750 2,606.61 390,000.00
ANDOVER MA 01810 1 07/15/98 00
0430974055 05 09/01/98 0
3899121 O 08/01/13
0
1789987 F28/G01 F 303,600.00 ZZ
180 302,642.15 1
2700 LINCOLN STREET 7.000 2,728.85 41
6.750 2,728.85 750,000.00
EVANSTON IL 60201 2 07/08/98 00
0430973404 05 09/01/98 0
3904333 O 08/01/13
0
1789988 F28/G01 F 400,000.00 ZZ
180 395,060.72 1
152 BUCKS MILL ROAD 7.500 3,708.05 24
7.250 3,708.05 1,700,000.00
COLTS NECK NJ 07722 5 07/02/98 00
0430982199 05 09/01/98 0
3905126 O 08/01/13
0
1789989 F28/G01 F 340,000.00 ZZ
180 338,938.92 1
70 TENNYSON DRIVE 7.125 3,079.83 67
6.875 3,079.83 510,000.00
LONGMEADOW MA 01106 2 07/24/98 00
0430973099 05 09/01/98 0
3916800 O 08/01/13
0
1789990 F28/G01 F 608,000.00 ZZ
180 606,039.75 1
5338 E. ARCADIA LANE 6.750 5,380.25 62
6.500 5,380.25 990,000.00
PHOENIX AZ 85018 2 07/13/98 00
0430974428 05 09/01/98 0
1
3923911 O 08/01/13
0
1789994 F28/G01 F 340,000.00 ZZ
180 337,871.54 1
6329 N. 44TH STREET 7.125 3,079.83 68
6.875 3,079.83 500,000.00
PARADISE VALLEY AZ 85253 5 06/25/98 00
0430973438 05 08/01/98 0
3933797 O 07/01/13
0
1789995 F28/G01 F 255,000.00 ZZ
180 254,177.86 1
12608 EAST LUPINE AVENUE 6.750 2,256.52 80
6.500 2,256.52 319,900.00
SCOTTSDALE AZ 85259 1 07/13/98 00
0430974840 03 09/01/98 0
3934926 O 08/01/13
0
1789996 F28/G01 F 400,000.00 ZZ
180 398,710.36 1
6446 SILVERTON WAY 6.750 3,539.64 64
6.500 3,539.64 625,000.00
INDIANOPOLIS IN 46237 2 07/17/98 00
0430972950 05 09/01/98 0
3937426 O 08/01/13
0
1789997 F28/G01 F 322,600.00 ZZ
120 320,710.40 1
201 AVINGER LN 6.750 3,704.23 44
6.500 3,704.23 735,000.00
DAVIDSON NC 28036 2 07/24/98 00
0430978809 03 09/01/98 0
3937758 O 08/01/08
0
1789998 F28/G01 F 368,000.00 ZZ
180 365,645.89 1
11367 EAST DESERT VISTA 6.875 3,282.02 70
6.625 3,282.02 530,000.00
SCOTTSDALE AZ 85255 2 06/24/98 00
0430974949 03 08/01/98 0
3937830 O 07/01/13
0
1
1790000 F28/G01 F 300,000.00 ZZ
180 299,063.75 1
1401 E NORTH SHORE DR 7.125 2,717.50 57
6.875 2,717.50 530,000.00
SYRACUSE IN 46567 1 07/15/98 00
0430973149 05 09/01/98 0
3955212 O 08/01/13
0
1790001 F28/G01 F 400,000.00 ZZ
180 398,724.25 1
718 TAMENEND TRACE 6.875 3,567.42 65
6.625 3,567.42 620,000.00
FISHERS IN 46038 1 07/10/98 00
0430973842 03 09/01/98 0
3959933 O 08/01/13
0
1790002 F28/G01 F 341,440.00 ZZ
180 340,362.77 1
7212 OAK HILL 7.000 3,068.96 80
6.750 3,068.96 426,800.00
SYLVANIA OH 43560 1 07/30/98 00
0430982413 05 09/01/98 0
3994243 O 08/01/13
0
1790240 952/G01 F 395,000.00 ZZ
180 395,000.00 2
2461 ROSSETT STREET 7.125 3,578.03 61
6.875 3,578.03 650,000.00
FORT LEE NJ 07024 2 08/06/98 00
0430978791 05 10/01/98 0
98002418 O 09/01/13
0
1790241 952/G01 F 320,000.00 ZZ
180 320,000.00 1
3 OLNEY ROAD 7.125 2,898.66 68
6.875 2,898.66 471,764.00
MAHWAH NJ 07430 1 08/04/98 00
0430997122 05 10/01/98 0
97112063 O 09/01/13
0
1790289 E22/G01 F 236,800.00 ZZ
180 236,069.01 1
13044 BROOKMEAD DRIVE 7.250 2,161.66 80
7.000 2,161.66 296,000.00
1
MANASSAS VA 20112 2 07/31/98 00
0410987077 03 09/01/98 0
410987077 O 08/01/13
0
1790324 E22/G01 F 115,000.00 ZZ
180 115,000.00 1
459 STARR DRIVE 7.375 1,057.91 66
7.125 1,057.91 176,000.00
TROY MI 48083 2 08/07/98 00
0410963052 05 10/01/98 0
410963052 O 09/01/13
0
1790475 E33/G01 F 340,000.00 ZZ
180 340,000.00 1
133 W ONWENTSIA ROAD 6.750 3,008.70 44
6.500 3,008.70 775,000.00
LAKE FOREST IL 60045 5 08/13/98 00
0430985200 05 10/01/98 0
001281376 O 09/01/13
0
1790483 943/943 F 231,500.00 ZZ
180 230,753.62 1
94 VINEYARD ROAD 6.750 2,048.57 79
6.500 2,048.57 295,500.00
HUNTINGTON NY 11743 2 06/29/98 00
8111143181 05 09/01/98 0
8111143181 O 08/01/13
0
1790498 943/943 F 257,500.00 ZZ
180 256,669.79 1
116 WILDER DRIVE 6.750 2,278.65 67
6.500 2,278.65 390,000.00
SIGNAL MOUNTAIN TN 37377 5 07/07/98 00
8080091802 05 09/01/98 0
8080091802 O 08/01/13
0
1790517 943/943 F 336,000.00 T
180 326,027.34 1
316 HILLSIDE DRIVE 6.750 2,973.30 80
6.500 2,973.30 420,000.00
WALESKA GA 30183 1 01/14/98 00
8080071031 03 03/01/98 0
8080071031 O 02/01/13
0
1
1790766 E82/G01 F 600,000.00 ZZ
180 600,000.00 1
12530 BEACH CIRCLE 6.875 5,351.13 78
6.625 5,351.13 770,000.00
EDEN PRAIRIE MN 55344 2 08/13/98 00
0400140737 05 10/01/98 0
400140737 O 09/01/13
0
1790801 A50/A50 F 279,000.00 ZZ
180 277,164.62 1
410 MANN ROAD 6.750 2,468.90 79
6.500 2,468.90 355,000.00
TYRINE GA 30290 2 06/25/98 00
111501 05 08/01/98 0
111501 O 07/01/13
0
1790820 A50/A50 F 279,000.00 ZZ
180 279,000.00 1
1170 WILLOW RIDGE 6.750 2,468.90 90
6.500 2,468.90 310,000.00
ATHENS GA 30606 1 08/07/98 19
111139 03 10/01/98 12
111139 O 09/01/13
0
1790828 E22/G01 F 94,500.00 ZZ
180 94,500.00 1
32816 26TH PLACE SOUTHWEST 7.375 869.33 69
7.125 869.33 138,000.00
FEDERAL WAY WA 98023 2 07/31/98 00
0410984454 05 10/01/98 0
410984454 O 09/01/13
0
1790830 E22/G01 F 244,000.00 ZZ
180 244,000.00 1
4962 JADEITE AVENUE 7.250 2,227.39 70
7.000 2,227.39 350,000.00
RANCHO CUCAMONG CA 91737 2 08/04/98 00
0410942148 05 10/01/98 0
410942148 O 09/01/13
0
1790840 893/G01 F 285,500.00 ZZ
180 285,500.00 1
1
706 BARNESON AVENUE 6.875 2,546.25 46
6.625 2,546.25 630,000.00
SAN MATEO CA 94402 5 08/03/98 00
0430990366 05 10/01/98 0
RFCW1980721 O 09/01/13
0
1790844 A50/A50 F 400,000.00 ZZ
180 400,000.00 1
1111 RIDGE ROAD 6.875 3,567.42 80
6.625 3,567.42 504,000.00
VALDOSTA GA 31602 2 08/05/98 00
103919 05 10/01/98 0
103919 O 09/01/13
0
1790927 M07/G01 F 379,300.00 ZZ
180 379,300.00 1
326 EDGEMONT DRIVE 6.875 3,382.80 79
6.625 3,382.80 486,000.00
REDLANDS CA 92373 2 08/11/98 00
0430981159 03 10/01/98 0
1790927 O 09/01/13
0
1790988 E22/G01 F 68,800.00 ZZ
180 68,596.73 1
8565 HARTWELL 7.750 647.60 80
7.500 647.60 86,000.00
DETROIT MI 48228 2 07/29/98 00
0410951362 05 09/01/98 0
410951362 O 08/01/13
0
1790998 638/G01 F 195,000.00 ZZ
180 195,000.00 1
1801 EAST MICHAEL WAY 7.500 1,807.67 61
7.250 1,807.67 320,000.00
SANDY UT 84093 2 08/04/98 00
0430980953 05 10/01/98 0
8778986 O 09/01/13
0
1791005 638/G01 F 182,000.00 ZZ
180 181,438.17 1
12330 SHADOW ISLAND DRIVE 7.250 1,661.41 72
7.000 1,661.41 254,000.00
HOUSTON TX 77082 1 07/31/98 00
0430980896 03 09/01/98 0
1
8776824 O 08/01/13
0
1791008 638/G01 F 189,900.00 ZZ
180 189,900.00 1
35 LANCASTER COUNTY ROAD #3A 7.375 1,746.93 63
7.125 1,746.93 303,000.00
HARVARD MA 01451 1 08/06/98 00
0430980466 01 10/01/98 0
8775050 O 09/01/13
0
1791073 356/G01 F 343,000.00 ZZ
180 341,941.17 1
3665 RAMONA ST 7.250 3,131.12 53
7.000 3,131.12 648,000.00
PALO ALTO CA 94306 5 07/21/98 00
0430985853 05 09/01/98 0
2558609 O 08/01/13
0
1791079 356/G01 F 430,000.00 ZZ
180 428,672.60 1
1420 BRADDALE AVE 7.250 3,925.32 65
7.000 3,925.32 670,000.00
LOS ALTOS CA 94042 5 07/22/98 00
0430985838 05 09/01/98 0
2542967 O 08/01/13
0
1791128 822/G01 F 75,000.00 ZZ
180 74,778.41 1
89 ROUTE 537 COUNTY ROAD EAST 7.750 705.96 30
7.500 705.96 255,000.00
COLTS NECK NJ 07722 5 07/17/98 00
0430976779 05 09/01/98 0
1196001103 O 08/01/13
0
1791177 637/G01 F 257,900.00 ZZ
180 257,095.14 1
4931 EAST CHOLLA STREET 7.125 2,336.14 77
6.875 2,336.14 339,000.00
SCOTTSDALE AZ 85254 2 07/30/98 00
0431004035 05 09/01/98 0
0012770434 O 08/01/13
0
1
1791181 637/G01 F 364,000.00 ZZ
180 362,826.43 1
15 WARFORD TERRACE 6.750 3,221.07 80
6.500 3,221.07 455,000.00
ORINDA CA 94563 1 07/02/98 00
0431011709 05 09/01/98 0
0011186178 O 08/01/13
0
1791189 637/G01 F 333,850.00 ZZ
180 332,808.11 1
582 SHELLEY COURT 7.125 3,024.12 66
6.875 3,024.12 510,000.00
MILPITAS CA 95035 2 07/23/98 00
0431001163 05 09/01/98 0
0013355227 O 08/01/13
0
1791192 637/G01 F 255,000.00 ZZ
180 254,186.71 1
33 E OAKWOOD HILLS DR 6.875 2,274.23 28
6.625 2,274.23 922,000.00
CHANDLER AZ 85248 2 07/29/98 00
0430997544 03 09/01/98 0
8494429 O 08/01/13
0
1791194 637/G01 F 388,000.00 ZZ
180 386,802.26 1
925 PEREGRINE COURT 7.250 3,541.91 70
7.000 3,541.91 560,000.00
SANTA CLARA CA 95051 2 07/21/98 00
0431001213 05 09/01/98 0
0011206141 O 08/01/13
0
1791287 A50/A50 F 308,000.00 ZZ
180 307,028.28 1
7432 ROLLING BEND COURT 7.000 2,768.39 77
6.750 2,768.39 405,000.00
COLUMBUS GA 31904 2 08/10/98 00
110153 05 09/01/98 0
110153 O 08/01/13
0
1791383 J95/J95 F 322,500.00 ZZ
180 321,482.53 1
52 OLIVE AVENUE 7.000 2,898.72 52
6.750 2,898.72 625,000.00
1
LARKSPUR CA 94939 2 07/10/98 00
0012983102 05 09/01/98 0
0012983102 O 08/01/13
0
1791410 195/G01 F 650,000.00 ZZ
180 650,000.00 1
36 LAKE DRIVE SOUTH 7.000 5,842.39 48
6.750 5,842.39 1,365,000.00
RIVERSIDE CT 06878 1 08/10/98 00
0430985366 05 10/01/98 0
58788 O 09/01/13
0
1791463 830/G01 F 283,000.00 ZZ
180 282,107.15 1
2303 TERREBONNE AVENUE 7.000 2,543.68 75
6.750 2,543.68 380,000.00
SAN DIMAS CA 91773 2 08/04/98 00
0430981001 05 09/01/98 0
538957 O 08/01/13
0
1791580 F28/G01 F 500,000.00 ZZ
180 498,422.52 1
8725 KELLER ROAD 7.000 4,494.15 67
6.750 4,494.15 756,000.00
CINCINNATI OH 45243 5 07/27/98 00
0430979252 05 09/01/98 0
3959497 O 08/01/13
0
1791581 F28/G01 F 252,300.00 ZZ
180 251,521.16 1
14234 NORTH 14TH STREET 7.250 2,303.15 79
7.000 2,303.15 320,000.00
PHOENIX AZ 85022 2 07/22/98 00
0430979070 03 09/01/98 0
3979311 O 08/01/13
0
1791611 F28/G01 F 297,500.00 ZZ
180 296,561.41 1
656 JUPITER AVENUE 7.000 2,674.01 32
6.750 2,674.01 950,000.00
BOULDER CO 80304 5 07/10/98 00
0430980698 05 09/01/98 0
3925175 O 08/01/13
0
1
1791613 F28/G01 F 360,000.00 ZZ
180 358,876.50 1
505 BANBURY ROAD 7.125 3,261.00 72
6.875 3,261.00 500,000.00
ARLINGTON HEIGH IL 60005 2 07/15/98 00
0430980730 05 09/01/98 0
3932805 O 08/01/13
0
1791614 F28/G01 F 256,000.00 ZZ
180 254,308.71 1
9703 EAST SHARON DRIVE 6.500 2,230.03 80
6.250 2,230.03 320,000.00
SCOTTSDALE AZ 85260 1 07/07/98 00
0430980722 03 09/01/98 0
3924638 O 08/01/13
0
1791649 664/G01 F 283,500.00 ZZ
180 282,595.81 1
124 SHEETS DRIVE 6.875 2,528.41 55
6.625 2,528.41 520,000.00
MOORESVILLE NC 28115 2 08/03/98 00
0430992438 05 09/01/98 0
2696425 O 08/01/13
0
1791652 B37/G01 F 300,000.00 ZZ
180 300,000.00 1
5708 THACKERY DRIVE 6.875 2,675.56 61
6.625 2,675.56 495,000.00
PLANO TX 75093 1 08/13/98 00
0431008317 03 10/01/98 0
299603 O 09/01/13
0
1791742 E22/G01 F 262,950.00 ZZ
180 262,950.00 1
10441 NW 48TH STREET 7.000 2,363.47 80
6.750 2,363.47 330,000.00
MIAMI FL 33178 2 08/07/98 00
0410986855 03 10/01/98 0
410986855 O 09/01/13
0
1791743 E22/G01 F 249,000.00 ZZ
180 249,000.00 1
1
1000 ROSEWOOD DRIVE 7.500 2,308.26 74
7.250 2,308.26 340,000.00
WEST CHICAGO IL 60185 2 08/11/98 00
0410981948 05 10/01/98 0
410981948 O 09/01/13
0
1791799 830/G01 F 235,300.00 ZZ
180 235,300.00 1
2244 FOSTER AVENUE 6.750 2,082.19 57
6.500 2,082.19 420,000.00
VENTURA CA 93001 2 08/10/98 00
0430980995 05 10/01/98 0
538979 O 09/01/13
0
1791857 J95/J95 F 243,000.00 ZZ
180 240,583.02 1
10963 NORTH CHATFIELD DRIVE 7.000 2,184.15 54
6.750 2,184.15 450,000.00
LITTLETON CO 80125 5 05/15/98 00
0012775375 03 07/01/98 0
0012775375 O 06/01/13
0
1791862 J95/J95 F 500,000.00 ZZ
180 496,801.49 1
1757 FRANKLIN CANYON DRIVE 6.875 4,459.27 53
6.625 4,459.27 945,000.00
LOS ANGELES CA 90210 1 06/24/98 00
0012724837 05 08/01/98 0
0012724837 O 07/01/13
0
1791870 J95/J95 F 291,900.00 ZZ
180 189,478.92 1
1954 SHADOW VALLEY DRIVE 7.125 2,644.12 70
6.875 2,644.12 417,000.00
PRESCOTT AZ 86301 5 06/26/98 00
0012922530 05 08/01/98 0
0012922530 O 07/01/13
0
1791879 J95/J95 F 280,000.00 ZZ
180 279,116.61 1
26491 HIGHWAY 135 7.000 2,516.72 51
6.750 2,516.72 550,000.00
CRESTED BUTTE CO 81224 2 07/06/98 00
0012861068 05 09/01/98 0
1
0012861068 O 08/01/13
0
1791886 K21/G01 F 374,000.00 ZZ
180 374,000.00 1
1790 BRONZEWOOD COURT 6.875 3,335.54 74
6.625 3,335.54 510,000.00
THOUSAND OAKS CA 91320 2 08/11/98 00
0431000660 05 10/01/98 0
9810022 O 09/01/13
0
1791890 J95/J95 F 375,000.00 ZZ
120 372,818.49 2
308 ALVARADO PLACE 6.875 4,329.95 61
6.625 4,329.95 620,000.00
NEWPORT BEACH CA 92661 2 07/20/98 00
0013082441 05 09/01/98 0
0013082441 O 08/01/08
0
1791907 765/G01 F 107,500.00 ZZ
180 107,157.14 1
520 NORTH MORRIS AVENUE 6.875 958.75 61
6.625 958.75 178,000.00
WEST COVINA CA 91790 2 07/28/98 00
0430981332 05 09/01/98 0
143296 O 08/01/13
0
1792016 575/G01 F 650,000.00 ZZ
180 647,904.33 1
5436 HOLLY SPRINGS DRIVE 6.750 5,751.92 72
6.500 5,751.92 915,000.00
HOUSTON TX 77056 2 07/24/98 00
0430993261 03 09/01/98 0
0009164997 O 08/01/13
0
1792154 K13/G01 F 322,500.00 ZZ
180 322,500.00 1
409 ELMHURST PLACE 7.375 2,966.76 75
7.125 2,966.76 430,000.00
FULLERTON CA 92835 5 08/06/98 00
0430985630 03 10/01/98 0
39807297 O 09/01/13
0
1
1792162 664/G01 F 307,000.00 ZZ
180 306,062.60 1
4716 EAST BRADFORD AVENUE 7.375 2,824.17 74
7.125 2,824.17 420,000.00
ORANGE CA 92867 2 07/24/98 00
0430997304 05 09/01/98 0
2611127 O 08/01/13
0
1792284 356/G01 F 312,000.00 ZZ
180 312,000.00 1
120 ESPARITO AVE 7.250 2,848.14 65
7.000 2,848.14 480,000.00
FREMONT CA 94539 5 07/28/98 00
0430986174 05 10/01/98 0
2552081 O 09/01/13
0
1792287 356/G01 F 295,000.00 ZZ
180 295,000.00 1
2936 ALICE CT 7.125 2,672.21 68
6.875 2,672.21 440,000.00
FREMONT CA 94539 2 07/27/98 00
0430986224 05 10/01/98 0
2507481 O 09/01/13
0
1792369 E22/G01 F 440,000.00 ZZ
180 440,000.00 1
4024 GLENWICK LANE 7.250 4,016.60 74
7.000 4,016.60 600,000.00
UNIVERSITY PARK TX 75205 2 08/07/98 00
0410917546 05 10/01/98 0
410917546 O 09/01/13
0
1792409 E82/G01 F 440,000.00 ZZ
180 440,000.00 1
927 ROSE DRIVE 6.875 3,924.16 80
6.625 3,924.16 550,000.00
GLENDORA CA 91741 2 08/12/98 00
0400133211 05 10/01/98 0
0400133211 O 09/01/13
0
1792538 893/G01 F 325,000.00 ZZ
180 325,000.00 1
1508 DAVIS DRIVE 7.500 3,012.80 57
7.250 3,012.80 575,000.00
1
BURLINGAME CA 94010 5 08/06/98 00
0430999029 05 10/01/98 0
W1980678 O 09/01/13
0
1792544 E33/G01 F 620,000.00 ZZ
180 620,000.00 1
507 FOREST COVE ROAD 6.875 5,529.50 70
6.625 5,529.50 890,000.00
LAKE BLUFF IL 60044 1 08/18/98 00
0430997338 05 10/01/98 0
350663433 O 09/01/13
0
1792604 470/G01 F 288,000.00 ZZ
180 287,091.37 1
888 STEWART ROAD 7.000 2,588.63 80
6.750 2,588.63 360,000.00
GRANTS PASS OR 97526 1 07/16/98 00
0430989046 05 09/01/98 0
76010156 O 08/01/13
0
1792703 893/G01 F 427,000.00 ZZ
180 427,000.00 1
37 BOTANY COURT 7.250 3,897.93 52
7.000 3,897.93 835,000.00
REDWOOD CITY CA 94062 5 08/07/98 00
0431003284 03 10/01/98 0
980691 O 09/01/13
0
1792746 813/813 F 400,000.00 ZZ
180 398,724.25 1
61-741 PAPAILOA ROAD 6.875 3,567.42 51
6.625 3,567.42 788,500.00
HALEIWA HI 96712 5 07/27/98 00
980715002 05 09/01/98 0
980715002 O 08/01/13
0
1792750 270/G01 F 544,000.00 ZZ
180 542,283.70 1
17001 MOONCREST DRIVE 7.000 4,889.63 80
6.750 4,889.63 680,000.00
ENCINO AREA CA 91436 2 07/06/98 00
0430991216 05 09/01/98 0
2611515 O 08/01/13
0
1
1792757 575/G01 F 145,000.00 ZZ
180 144,537.54 1
6080 BIGGS FARM PLACE 6.875 1,293.19 42
6.625 1,293.19 350,000.00
LAPLATA MD 20646 2 07/27/98 00
0430985903 05 09/01/98 0
9173147 O 08/01/13
0
1792759 E33/G01 F 387,000.00 ZZ
180 387,000.00 1
1000 WEST NEWCASTLE DRIVE 6.750 3,424.60 37
6.500 3,424.60 1,050,000.00
LAKE FOREST IL 60045 2 08/17/98 00
0431007285 05 10/01/98 0
322541022 O 09/01/13
0
1792770 267/267 F 570,000.00 ZZ
180 570,000.00 1
35411 CAMINO CAPISTRANO 6.875 5,083.57 45
6.625 5,083.57 1,275,000.00
DANA POINT CA 92624 2 07/31/98 00
4268587 05 10/01/98 0
4268587 O 09/01/13
0
1792804 K13/G01 F 260,000.00 ZZ
180 260,000.00 1
648 SOUTH PATHFINDER TRAIL 7.375 2,391.81 80
7.125 2,391.81 325,000.00
ANAHEIM CA 92807 2 08/06/98 00
0430995936 03 10/01/98 0
39807268 O 09/01/13
0
1792872 267/267 F 456,000.00 ZZ
180 456,000.00 1
8601 E REMUDA DR 6.875 4,066.86 80
6.625 4,066.86 570,000.00
SCOTTSDALE AZ 85255 2 07/29/98 00
4257926 03 10/01/98 0
4257926 O 09/01/13
0
1792874 638/G01 F 62,200.00 ZZ
120 62,200.00 1
1
48 OLD CARRIAGE ROAD 7.250 730.23 50
7.000 730.23 125,000.00
WEST WARWICK RI 02993 2 08/03/98 00
0430986364 05 10/01/98 0
08776535 O 09/01/08
0
1792907 267/267 F 266,000.00 ZZ
180 266,000.00 1
2426 LEEWARD CIR 6.875 2,372.34 50
6.625 2,372.34 540,000.00
WESTLAKE VILLAG CA 91361 2 07/29/98 00
4268171 03 10/01/98 0
4268171 O 09/01/13
0
1792931 E82/G01 F 327,000.00 ZZ
180 327,000.00 1
16000 SUNRISE WATCH ROAD 6.875 2,916.36 55
6.625 2,916.36 605,000.00
APPLEGATE CA 95703 2 08/07/98 00
0400132817 05 10/01/98 0
0400132817 O 09/01/13
0
1793055 A06/G01 F 235,200.00 ZZ
180 231,446.21 1
3014 CAIRCROSS DR 7.000 2,114.05 73
6.750 2,114.05 325,000.00
OAKLAND TOWNSHI MI 48363 2 03/18/98 00
0431006592 05 05/01/98 0
001000009801869 O 04/01/13
0
1793082 367/367 F 330,000.00 ZZ
180 330,000.00 1
3637 WINFIELD LANE NW 7.125 2,989.24 75
6.875 2,989.24 440,000.00
WASHINGTON DC 20007 5 08/12/98 00
985680 07 10/01/98 0
985680 O 09/01/13
0
1793143 195/G01 F 518,000.00 ZZ
180 518,000.00 1
25701 NELLIE GAIL RD 7.000 4,655.94 55
6.750 4,655.94 950,000.00
LAGUNA HILLS CA 92653 5 08/12/98 00
0430996009 03 10/01/98 0
1
59173 O 09/01/13
0
1793203 E22/G01 F 108,000.00 ZZ
180 108,000.00 1
873 BARRINGTON COURT 6.875 963.20 84
6.625 963.20 130,000.00
TRENTON OH 45067 2 08/13/98 04
0410994990 05 10/01/98 12
410994990 O 09/01/13
0
1793288 964/G01 F 243,300.00 ZZ
180 243,300.00 1
826 SUTRO AVENUE 6.875 2,169.88 59
6.625 2,169.88 415,000.00
NOVATO CA 94947 1 08/11/98 00
0430988105 05 10/01/98 0
37608 O 09/01/13
0
1793300 964/G01 F 82,000.00 ZZ
180 82,000.00 1
11143 ALLERTON STREET 7.625 765.99 51
7.375 765.99 161,000.00
WHITTIER CA 90606 2 08/12/98 00
0430986406 05 10/01/98 0
39678 O 09/01/13
0
1793344 637/G01 F 300,000.00 ZZ
180 299,043.18 1
3133 DEER FERN COURT 6.875 2,675.57 80
6.625 2,675.57 375,000.00
ARCATA CA 95521 2 07/30/98 00
0431007368 05 09/01/98 0
0013366315 O 08/01/13
0
1793349 637/G01 F 282,000.00 ZZ
180 281,110.30 1
1337 TANAKA DRIVE 7.000 2,534.70 67
6.750 2,534.70 427,000.00
SAN JOSE CA 95131 2 07/28/98 00
0430990937 05 09/01/98 0
0013355714 O 08/01/13
0
1
1793351 637/G01 F 365,000.00 ZZ
180 363,823.21 1
1266 BROOKINGS LANE 6.750 3,229.92 67
6.500 3,229.92 550,000.00
SUNNYVALE CA 94087 2 07/27/98 00
0430990929 05 09/01/98 0
0010930006 O 08/01/13
0
1793377 637/G01 F 52,000.00 ZZ
180 52,000.00 1
24653 SURREY WAY 7.000 467.39 18
6.750 467.39 300,000.00
HAYWARD CA 94544 2 08/04/98 00
0431008333 05 10/01/98 0
0013366950 O 09/01/13
0
1793380 637/G01 F 289,200.00 ZZ
180 288,277.63 1
5945 EAST LEISURE LANE 6.875 2,579.25 49
6.625 2,579.25 600,000.00
CAREFREE AZ 85377 2 07/30/98 00
0431003938 03 09/01/98 0
0011185527 O 08/01/13
0
1793383 637/G01 F 361,000.00 ZZ
180 359,885.60 1
227 VIEWPOINT DRIVE 7.250 3,295.44 66
7.000 3,295.44 550,000.00
DANVILLE CA 94506 2 07/20/98 00
0431003904 03 09/01/98 0
0011208121 O 08/01/13
0
1793384 637/G01 F 500,000.00 ZZ
180 498,439.59 1
4173 HUBBARTT DRIVE 7.125 4,529.16 63
6.875 4,529.16 800,000.00
PALO ALTO CA 94306 5 07/28/98 00
0431008382 05 09/01/98 0
0011212628 O 08/01/13
0
1793385 H47/G01 F 270,000.00 ZZ
180 270,000.00 1
5400 WEST PRENTICE CIRCLE 7.375 2,483.79 75
7.125 2,483.79 360,000.00
1
LITTLETON CO 80123 1 08/07/98 00
0430984252 03 10/01/98 0
10300115 O 09/01/13
0
1793388 637/G01 F 325,000.00 ZZ
180 325,000.00 1
1035 CAMERO WAY 6.875 2,898.53 67
6.625 2,898.53 490,000.00
FREMONT CA 94539 2 07/30/98 00
0431008374 05 10/01/98 0
0013360128 O 09/01/13
0
1793448 992/G01 F 400,000.00 ZZ
180 400,000.00 1
208 BEAR WOODS ROAD 7.250 3,651.46 68
7.000 3,651.46 589,900.00
PARK RIDGE NJ 07656 1 08/13/98 00
0430994665 01 10/01/98 0
350692 O 09/01/13
0
1793492 638/G01 F 442,350.00 ZZ
180 440,939.18 1
22262 S W STAFFORD RD 6.875 3,945.12 64
6.625 3,945.12 700,000.00
TUALITAN OR 97062 2 07/24/98 00
0430984534 05 09/01/98 0
08769560 O 08/01/13
0
1793497 J95/J95 F 300,000.00 ZZ
180 299,053.52 1
920 SARATOGA DRIVE 7.000 2,696.48 73
6.750 2,696.48 415,000.00
BRENTWOOD TN 37027 1 07/17/98 00
0012783635 05 09/01/98 0
0012783635 O 08/01/13
0
1793518 195/G01 F 292,000.00 ZZ
180 292,000.00 1
328 W NORTHVIEW AVE 6.750 2,583.94 80
6.500 2,583.94 365,000.00
PHOENIX AZ 85021 1 08/18/98 00
0430997965 05 10/01/98 0
59210 O 09/01/13
0
1
1793682 975/G01 F 300,000.00 ZZ
180 300,000.00 1
205 NORTH BUCKSKIN WAY 7.000 2,696.48 69
6.750 2,696.48 440,000.00
ORANGE CA 92869 2 08/11/98 00
0431004795 05 10/01/98 0
982424 O 09/01/13
0
1793704 638/G01 F 245,000.00 ZZ
180 245,000.00 1
87 INVERNESS DRIVE 7.000 2,202.13 59
6.750 2,202.13 420,000.00
SAN FRANCISCO CA 94132 2 08/05/98 00
0430992487 05 10/01/98 0
08771786 O 09/01/13
0
1793707 638/G01 F 455,000.00 ZZ
180 453,595.43 1
2518 MEADOWMIST LANE 7.250 4,153.53 70
7.000 4,153.53 655,000.00
ENCINITAS CA 92024 2 07/13/98 00
0430992925 05 09/01/98 0
08764376 O 08/01/13
0
1793754 638/G01 F 101,200.00 ZZ
180 100,894.36 1
16306 CIMARRON ROAD 7.500 938.14 66
7.250 938.14 155,000.00
LAKE ELSINORE CA 92530 2 07/20/98 00
0430990820 05 09/01/98 0
08755936 O 08/01/13
0
1793763 638/G01 F 143,000.00 ZZ
180 142,543.92 1
2124 WILDWOOD COURT 6.875 1,275.35 43
6.625 1,275.35 340,000.00
FULLERTON CA 92831 2 07/22/98 00
0430988170 05 09/01/98 0
8769536 O 08/01/13
0
1793788 638/G01 F 177,300.00 ZZ
180 177,300.00 1
1
414 LEMARC STREET 7.125 1,606.04 66
6.875 1,606.04 270,000.00
FREMONT CA 94539 2 07/29/98 00
0430988220 05 10/01/98 0
8770427 O 09/01/13
0
1793790 638/G01 F 152,000.00 ZZ
180 151,520.45 1
816 BERKENSTOCK CIRCLE 7.000 1,366.22 54
6.750 1,366.22 283,900.00
PLACENTIA CA 92870 2 07/30/98 00
0430991604 05 09/01/98 0
08770014 O 08/01/13
0
1793798 638/G01 F 152,000.00 ZZ
180 152,000.00 1
1940 PARADISE VALLEY COURT 7.375 1,398.28 73
7.125 1,398.28 210,000.00
TRACY CA 95376 2 07/31/98 00
0430988121 05 10/01/98 0
8777789 O 09/01/13
0
1793844 E22/G01 F 115,000.00 ZZ
180 115,000.00 1
12201 FLORIDA AVENUE 7.125 1,041.71 69
6.875 1,041.71 168,000.00
STUART FL 34994 5 08/14/98 00
0411004153 05 10/01/98 0
411004153 O 09/01/13
0
1793857 638/G01 F 330,000.00 ZZ
180 328,924.49 1
12815 CHAPARRAL RIDGE ROAD 6.625 2,897.38 66
6.375 2,897.38 505,000.00
SAN DIEGO CA 92130 2 07/28/98 00
0430992560 05 09/01/98 0
8768853 O 08/01/13
0
1793896 367/367 F 272,000.00 ZZ
180 271,132.49 1
3808 THORNAPPLE STREET 6.875 2,425.84 67
6.625 2,425.84 410,000.00
CHEVY CHASE MD 20815 5 07/06/98 00
9805000687 05 09/01/98 0
1
9805000687 O 08/01/13
0
1793955 638/G01 F 458,000.00 ZZ
180 454,600.21 1
276 MONTE PLACE 6.875 4,084.69 66
6.625 4,084.69 700,000.00
ARCADIA CA 91006 2 06/25/98 00
0430993733 05 08/01/98 0
8759879 O 07/01/13
0
1793966 E66/E66 F 282,000.00 ZZ
180 281,090.81 1
1017 BLENHEIM DRIVE 6.750 2,495.44 75
6.500 2,495.44 380,000.00
RALEIGH NC 27612 5 07/17/98 00
600422684 05 09/01/98 0
600422684 O 08/01/13
0
1793969 638/G01 F 332,000.00 ZZ
180 332,000.00 1
29112 DEAN STREET 6.875 2,960.96 73
6.625 2,960.96 455,000.00
LAGUNA NIGUEL CA 92667 5 07/30/98 00
0430993683 05 10/01/98 0
8774167 O 09/01/13
0
1793982 B60/G01 F 320,000.00 ZZ
180 320,000.00 1
1669 LOS ALTOS ROAD 7.000 2,876.25 80
6.750 2,876.25 400,000.00
SAN DIEGO CA 92109 2 07/31/98 00
0431003474 05 10/01/98 0
252276 O 09/01/13
0
1794023 550/550 F 500,000.00 ZZ
180 500,000.00 2
7004 W. OCEAN FRONT #A & #B 7.000 4,494.14 47
6.750 4,494.14 1,065,000.00
NEWPORT BEACH CA 92663 1 08/03/98 00
120253898 05 10/01/98 0
120253898 O 09/01/13
0
1
1794345 765/G01 F 300,000.00 ZZ
180 300,000.00 1
4864 EAST CAIDA DEL SOL DRIVE 7.125 2,717.50 69
6.875 2,717.50 435,000.00
PARADISE VALLEY AZ 85253 5 08/03/98 00
0431003201 05 10/01/98 0
106089 O 09/01/13
0
1794358 470/G01 F 272,000.00 ZZ
180 271,160.34 1
945 CANNON ROAD 7.250 2,482.99 80
7.000 2,482.99 340,000.00
RIVERSIDE CA 92506 2 07/23/98 00
0430990861 05 09/01/98 0
931004 O 08/01/13
0
1794513 136/136 F 400,000.00 ZZ
180 400,000.00 1
100 AMBER LANE 6.875 3,567.42 56
6.625 3,567.42 725,000.00
OYSTER BAY COVE NY 11771 1 08/10/98 00
4533600 05 10/01/98 0
4533600 O 09/01/13
0
1794593 E22/G01 F 257,000.00 ZZ
120 257,000.00 1
12305 PROSPECT LANDING 7.125 3,000.57 57
6.875 3,000.57 455,000.00
MITCHELLVILLE MD 20721 2 08/19/98 00
0410972533 03 10/01/98 0
410972533 O 09/01/08
0
1794597 E22/G01 F 311,950.00 ZZ
180 311,950.00 1
1721 ALLIUM DRIVE 6.500 2,717.42 80
6.250 2,717.42 390,000.00
AUSTIN TX 78733 1 08/20/98 00
0411015324 03 10/01/98 0
411015324 O 09/01/13
0
1794603 A50/A50 F 352,000.00 ZZ
180 350,877.34 1
1129 GORDON AVE 6.875 3,139.33 80
6.625 3,139.33 440,000.00
1
THOMASVILLE GA 31792 2 07/24/98 00
113062 05 09/01/98 0
113062 O 08/01/13
0
1794611 E22/G01 F 151,000.00 ZZ
180 151,000.00 1
19098 REDLAND ROAD #1 7.125 1,367.81 68
6.875 1,367.81 225,000.00
SAN ANTONIO TX 78259 2 08/19/98 00
0410920086 05 10/01/98 0
410920086 O 09/01/13
0
1794649 E22/G01 F 94,700.00 ZZ
180 94,700.00 1
2091 WINNETKA COURT 7.250 864.48 79
7.000 864.48 120,000.00
ORLANDO FL 32818 2 08/14/98 00
0410994404 05 10/01/98 0
410994404 O 09/01/13
0
1794711 195/G01 F 1,000,000.00 ZZ
180 1,000,000.00 1
181 LA MONTAGNE COURT 6.375 8,642.51 64
6.125 8,642.51 1,580,000.00
LOS GATOS CA 95030 1 08/17/98 00
0430994525 05 10/01/98 0
59360 O 09/01/13
0
1795006 811/G01 F 503,200.00 ZZ
180 503,200.00 1
763 SAN CARLOS AVENUE 7.250 4,593.53 80
7.000 4,593.53 629,000.00
EL GRANADA CA 94018 1 08/10/98 00
0431000686 05 10/01/98 0
FM02103152 O 09/01/13
0
1795037 654/G01 F 50,000.00 ZZ
180 50,000.00 1
54664 WILLOW COVE 6.875 445.93 36
6.625 445.93 140,000.00
BASS LAKE CA 93604 2 08/14/98 00
0431002039 05 10/01/98 0
71001650 O 09/01/13
0
1
1795039 356/G01 F 370,000.00 ZZ
180 370,000.00 1
3339 TREE SWALLOW PL 7.125 3,351.58 68
6.875 3,351.58 552,000.00
FREMONT CA 94555 2 08/04/98 00
0430993303 05 10/01/98 0
2560068 O 09/01/13
0
1795081 550/550 F 650,000.00 ZZ
180 650,000.00 1
385 LIBERTY STREET 7.150 5,897.03 48
6.900 5,897.03 1,358,000.00
SAN FRANCISCO CA 94114 2 08/13/98 00
120268649 05 10/01/98 0
120268649 O 09/01/13
0
1795099 664/G01 F 246,000.00 ZZ
180 246,000.00 1
3672 HILLCREST AVE. SW 7.000 2,211.12 38
6.750 2,211.12 650,000.00
SEATTLE WA 98116 2 08/12/98 00
0431003409 05 10/01/98 0
2672228 O 09/01/13
0
1795222 F62/G01 F 160,000.00 ZZ
180 160,000.00 1
14214 SW 14TH STREET 7.250 1,460.59 69
7.000 1,460.59 235,000.00
MIAMI FL 33184 1 08/11/98 00
0430996124 05 10/01/98 0
0000 O 09/01/13
0
1795248 195/G01 F 650,000.00 ZZ
180 650,000.00 1
9725 WENDOVER DRIVE 7.000 5,842.39 54
6.750 5,842.39 1,225,000.00
BEVERLY HILLS CA 90210 5 08/06/98 00
0431000215 05 10/01/98 0
59299 O 09/01/13
0
1795563 K65/G01 F 650,000.00 ZZ
180 650,000.00 1
1
4850 JETT ROAD 6.750 5,751.91 65
6.500 5,751.91 1,000,000.00
ATLANTA GA 30327 2 08/19/98 00
0431007004 05 10/01/98 0
0000000 O 09/01/13
0
1795660 111/111 F 575,000.00 ZZ
180 575,000.00 1
11423 GRAVELLY LAKE DR SW 6.750 5,088.23 65
6.500 5,088.23 885,000.00
TACOMA WA 98499 2 08/03/98 00
789523 05 10/01/98 0
789523 O 09/01/13
0
1795682 225/225 F 165,000.00 ZZ
180 163,462.69 1
4053 TIMRICK LANE 7.250 1,506.23 57
7.000 1,506.23 290,000.00
BONITA CA 91902 5 05/05/98 00
7021671 05 07/01/98 0
7021671 O 06/01/13
0
1795842 E82/G01 F 649,000.00 ZZ
180 649,000.00 1
912 SOUTH LUMINA AVENUE 6.875 5,788.13 78
6.625 5,788.13 837,500.00
WRIGHTSVILLE BE NC 28480 2 08/24/98 00
0400133252 05 10/01/98 0
0400133252 O 09/01/13
0
1795914 E22/G01 F 206,000.00 ZZ
180 206,000.00 1
43460 CHARDONNAY 7.750 1,939.03 75
7.500 1,939.03 275,000.00
STERLING HEIGHT MI 48214 2 08/20/98 00
0411008576 05 10/01/98 0
411008576 O 09/01/13
0
1795975 638/G01 F 300,000.00 ZZ
180 300,000.00 1
60 CARPENTER STREET 7.125 2,717.49 59
6.875 2,717.49 515,000.00
REHOBOTH MA 02769 5 08/11/98 00
0430994954 05 10/01/98 0
1
08775983 O 09/01/13
0
1796163 638/G01 F 416,500.00 ZZ
180 416,500.00 1
8429 EAST YEARLING ROAD 7.125 3,772.79 76
6.875 3,772.79 550,000.00
SCOTTSDALE AZ 85255 2 08/17/98 00
0431000041 03 10/01/98 0
08783721 O 09/01/13
0
1796168 E66/E66 F 400,000.00 ZZ
180 396,232.76 1
1139 PINE KNOLL DRIVE 7.125 3,623.32 77
6.875 3,623.32 520,000.00
YADKINVILLE NC 27055 2 07/28/97 00
600334541 05 07/01/98 0
600334541 O 06/01/13
0
1796192 367/367 F 316,000.00 ZZ
180 316,000.00 1
24 SANDALFOOT COURT 6.875 2,818.26 48
6.625 2,818.26 665,000.00
POTOMAC MD 20854 2 08/13/98 00
986766 03 10/01/98 0
986766 O 09/01/13
0
1796231 638/G01 F 363,000.00 ZZ
180 363,000.00 1
150 SOUTH CHERRY STREET 6.750 3,212.22 69
6.500 3,212.22 530,000.00
DENVER CO 80246 2 08/12/98 00
0430998211 05 10/01/98 0
08778583 O 09/01/13
0
1796234 638/G01 F 306,500.00 ZZ
180 306,500.00 1
118 SUGARBERRY 6.750 2,712.25 78
6.500 2,712.25 398,000.00
HOUSTON TX 77024 2 08/14/98 00
0430999573 03 10/01/98 0
08772755 O 09/01/13
0
1
1796244 638/G01 F 216,000.00 ZZ
180 215,311.09 1
13239 BEACH STREET 6.875 1,926.41 64
6.625 1,926.41 340,000.00
CERRITOS CA 90703 2 07/08/98 00
0430999748 05 09/01/98 0
08764405 O 08/01/13
0
1796258 E22/G01 F 295,000.00 ZZ
180 295,000.00 1
2000 CAMPBELL AVENUE 7.500 2,734.69 75
7.250 2,734.69 394,000.00
THOUSAND OAKS CA 91360 2 08/19/98 00
0411005184 05 10/01/98 0
411005184 O 09/01/13
0
1796308 638/G01 F 250,000.00 ZZ
180 250,000.00 1
12 OBTUSE ROAD 7.625 2,335.32 65
7.375 2,335.32 385,000.00
NEWTOWN CT 06470 2 08/13/98 00
0430997874 05 10/01/98 0
08779433 O 09/01/13
0
1796317 638/G01 F 258,000.00 ZZ
180 258,000.00 1
959 ORIOLE DRIVE 7.750 2,428.49 79
7.500 2,428.49 330,000.00
LAGUNA BEACH CA 92651 5 08/04/98 00
0431000363 05 10/01/98 0
08778576 O 09/01/13
0
1796333 638/G01 F 70,000.00 ZZ
180 70,000.00 1
10321 OAKLAND AVENUE NE 7.250 639.00 21
7.000 639.00 345,000.00
ALBUQUERQUE NM 87122 2 08/10/98 00
0430999243 05 10/01/98 0
8767666 O 09/01/13
0
1796348 638/G01 F 418,000.00 ZZ
180 418,000.00 1
18401 OLD LAMPLIGHTER CIR 6.875 3,727.95 51
6.625 3,727.95 830,000.00
1
VILLA PARK CA 92861 2 08/06/98 00
0430997825 05 10/01/98 0
8769406 O 09/01/13
0
1796356 638/G01 F 400,000.00 ZZ
180 398,724.25 1
127 CALLE HUERTO 6.875 3,567.42 50
6.625 3,567.42 800,000.00
VISTA CA 92084 5 07/27/98 00
0430997783 05 09/01/98 0
8770125 O 08/01/13
0
1796363 638/G01 F 76,000.00 ZZ
180 75,760.22 1
2906 N BISKRA ROAD 7.000 683.11 80
6.750 683.11 95,000.00
PALM SPRINGS CA 92262 2 07/28/98 00
0430997817 05 09/01/98 0
8771267 O 08/01/13
0
1796369 638/G01 F 300,000.00 ZZ
180 300,000.00 1
12245 LOUISE AVE 6.250 2,572.27 75
6.000 2,572.27 400,000.00
NORTHRIDGE CA 91326 1 08/13/98 00
0430999292 05 10/01/98 0
8776141 O 09/01/13
0
1796742 B60/G01 F 275,000.00 ZZ
180 275,000.00 1
3022 NORTH LAMER STREET 6.500 2,395.55 70
6.250 2,395.55 395,000.00
BURBANK CA 91504 5 08/05/98 00
0431009505 05 10/01/98 0
252981 O 09/01/13
0
1796991 772/G01 F 373,000.00 ZZ
180 373,000.00 1
820 LIVINGSTON LANE 7.000 3,352.63 50
6.750 3,352.63 750,000.00
INVERNESS IL 60010 2 08/05/98 00
0431011006 05 10/01/98 0
71002344 O 09/01/13
0
1
1797139 E82/G01 F 100,000.00 ZZ
180 100,000.00 1
1633 CRAFT DRIVE 6.875 891.85 52
6.625 891.85 193,000.00
WOODLAND CA 95776 2 08/24/98 00
0400142451 05 10/01/98 0
0400142451 O 09/01/13
0
1797169 E82/G01 F 304,000.00 ZZ
180 304,000.00 1
218 KINSEY WAY 7.000 2,732.44 80
6.750 2,732.44 380,000.00
GENOA NV 89411 2 08/27/98 00
0400138392 03 10/01/98 0
0400138392 O 09/01/13
0
1797176 964/G01 F 111,000.00 ZZ
180 111,000.00 1
2319 RIO VERDE DRIVE 6.875 989.96 75
6.625 989.96 148,000.00
RIVERBANK CA 95367 1 08/20/98 00
0431002161 05 10/01/98 0
39933 O 09/01/13
0
1797180 E82/G01 F 265,000.00 ZZ
180 265,000.00 1
2535 DEKOVEN 6.875 2,363.41 44
AVENUE 6.625 2,363.41 613,000.00
BELMONT CA 94002 2 08/26/98 00
0400140604 05 10/01/98 0
0400140604 O 09/01/13
0
1797194 E82/G01 F 261,500.00 ZZ
180 261,500.00 1
2870 OAK TREE COURT 7.000 2,350.44 80
6.750 2,350.44 329,000.00
FORT LAUDERDALE FL 33309 2 08/26/98 00
0400139192 03 10/01/98 0
0400139192 O 09/01/13
0
1797529 356/G01 F 250,000.00 ZZ
180 250,000.00 1
1
5349 BEECHWOOD LN 7.250 2,282.16 30
7.000 2,282.16 860,000.00
LOS ALTOS CA 94024 5 08/04/98 00
0431001866 05 10/01/98 0
2556264 O 09/01/13
0
1797597 B98/G01 F 102,000.00 ZZ
180 102,000.00 1
4301 SEDGE STREET 7.375 938.33 38
7.125 938.33 275,000.00
FREMONT CA 94555 2 08/18/98 00
0431004704 05 10/01/98 0
98240805 O 09/01/13
0
1797681 E22/G01 F 144,350.00 ZZ
180 144,350.00 1
5016 W. JEROME 7.625 1,348.42 75
7.375 1,348.42 192,500.00
SKOKIE IL 60077 1 08/26/98 00
0410994826 05 10/01/98 0
410994826 O 09/01/13
0
1797691 E22/G01 F 115,000.00 ZZ
180 115,000.00 1
412 MONT CLAIRE DRIVE S.E 7.375 1,057.91 59
7.125 1,057.91 195,000.00
ALBUQUERQUE NM 87108 5 08/19/98 00
0411002207 05 10/01/98 0
411002207 O 09/01/13
0
1797723 E82/G01 F 297,000.00 ZZ
180 297,000.00 1
20 MAPLE STREET 6.875 2,648.81 75
6.625 2,648.81 400,000.00
GARDEN CITY NY 11530 2 08/27/98 00
0400137162 05 10/01/98 0
0400137162 O 09/01/13
0
1797804 356/G01 F 260,000.00 ZZ
180 260,000.00 1
1129 GLENWOOD DR 7.125 2,355.17 52
6.875 2,355.17 500,000.00
MILBRAE CA 94030 2 08/12/98 00
0431005156 05 10/01/98 0
1
2551166 O 09/01/13
0
1797895 H44/G01 F 115,000.00 ZZ
180 115,000.00 1
2452 SEAFORD DRIVE 7.250 1,049.80 70
7.000 1,049.80 165,000.00
WELLINGTON FL 33414 1 08/28/98 00
0431002575 03 10/01/98 0
35000184 O 09/01/13
0
1797951 356/G01 F 428,200.00 ZZ
180 428,200.00 1
1681 CASTILLIJA AVENUE 7.000 3,848.79 52
6.750 3,848.79 835,000.00
PALO ALTO CA 94306 2 08/20/98 00
0431005297 05 10/01/98 0
2579183 O 09/01/13
0
1798233 E22/G01 F 84,000.00 ZZ
180 84,000.00 1
11211 EAGLE LN 7.625 784.67 80
7.375 784.67 105,000.00
OKLAHOMA CITY OK 73162 2 08/05/98 00
0410962492 05 10/01/98 0
410962492 O 09/01/13
0
1798235 E22/G01 F 127,500.00 ZZ
180 127,500.00 1
1225 RANGEVIEW DRIVE 7.125 1,154.93 75
6.875 1,154.93 170,000.00
BLACKHAWK CO 80422 5 08/26/98 00
0411021918 03 10/01/98 0
411021918 O 09/01/13
0
1798243 E22/G01 F 130,000.00 ZZ
180 130,000.00 1
1212 MEINEL ROAD 7.250 1,186.72 72
7.000 1,186.72 182,000.00
ABINGTON PA 19006 1 08/31/98 00
0410946834 05 10/01/98 0
410946834 O 09/01/13
0
1
1798305 E82/G01 F 257,500.00 ZZ
180 257,500.00 1
76 GLENVIEW ROAD 6.250 2,207.86 60
6.000 2,207.86 433,000.00
SOUTH ORANGE NJ 07079 2 08/28/98 00
0400138004 05 10/01/98 0
0400138004 O 09/01/13
0
1798421 E22/G01 F 75,000.00 ZZ
180 75,000.00 1
2000 COMMON ROAD 7.500 695.26 55
7.250 695.26 137,000.00
WARREN MI 48092 2 08/13/98 00
0410986731 05 10/01/98 0
410986731 O 09/01/13
0
1798517 638/G01 F 232,000.00 ZZ
180 232,000.00 1
16801 ADDISON STREET 6.875 2,069.10 68
6.625 2,069.10 345,000.00
ENCINO CA 91436 2 08/11/98 00
0431007962 05 10/01/98 0
8777614 O 09/01/13
0
1798611 H49/G01 F 22,000.00 ZZ
180 22,000.00 1
214 EAST CAMPO BELLO DRIVE 7.500 203.94 22
7.250 203.94 102,000.00
PHOENIX AZ 85022 5 08/11/98 00
0431010628 05 10/01/98 0
0012515256 O 09/01/13
0
1798775 893/G01 F 183,000.00 ZZ
180 183,000.00 1
763 22ND AVENUE 7.000 1,644.86 44
6.750 1,644.86 420,000.00
SAN FRANCISCO CA 94121 2 08/27/98 00
0431006766 05 10/01/98 0
00000000 O 09/01/13
0
1798779 893/G01 F 100,000.00 ZZ
180 100,000.00 1
127 SOUTH TEMPLE DRIVE 6.875 891.86 46
6.625 891.86 220,000.00
1
MILPITAS CA 95035 1 08/27/98 00
0431006717 05 10/01/98 0
98082327 O 09/01/13
0
1798826 B37/G01 F 93,600.00 ZZ
180 93,600.00 1
2202 DRISKELL DRIVE 7.125 847.86 80
6.875 847.86 117,000.00
CORINTH TX 76205 1 08/28/98 00
0431011147 05 10/01/98 0
0000 O 09/01/13
0
1798918 638/G01 F 247,500.00 ZZ
180 247,500.00 1
26 VISTA DEL MAR 7.000 2,224.60 90
6.750 2,224.60 275,000.00
DANA POINT CA 92629 2 08/12/98 10
0431005875 01 10/01/98 12
8776726 O 09/01/13
0
1798966 638/G01 F 267,750.00 ZZ
180 267,750.00 1
534 E CHESAPEAKE CIRCLE 7.375 2,463.09 85
7.125 2,463.09 315,000.00
FRESNO CA 93720 2 08/12/98 10
0431006576 03 10/01/98 6
8778651 O 09/01/13
0
1799009 E22/G01 F 230,000.00 ZZ
180 230,000.00 1
2931 BRIARWOOD 7.250 2,099.58 75
7.000 2,099.58 309,095.00
TROY MI 48098 1 08/26/98 00
0411008568 05 10/01/98 0
411008568 O 09/01/13
0
1799170 638/G01 F 440,000.00 ZZ
180 440,000.00 1
6148 AVALON COURT 7.500 4,078.85 80
7.250 4,078.85 550,000.00
LONG BEACH CA 90803 5 08/13/98 00
0431009471 05 10/01/98 0
8781274 O 09/01/13
0
1
1799195 638/G01 F 136,000.00 ZZ
180 136,000.00 1
130 NORTH 1440 EAST 7.500 1,260.74 64
7.250 1,260.74 213,000.00
SPRINGVILLE UT 84663 2 08/20/98 00
0431009281 05 10/01/98 0
8783603 O 09/01/13
0
1799335 201/G01 F 248,000.00 ZZ
180 248,000.00 1
660 DREAM ISLAND ROAD 7.000 2,229.10 80
6.750 2,229.10 310,000.00
LONGBOAT KEY FL 34228 1 08/21/98 00
0431011089 05 10/01/98 0
5490954608 O 09/01/13
0
1799619 E22/G01 F 150,000.00 ZZ
180 150,000.00 1
1015 CONGRESS 7.750 1,411.91 53
7.500 1,411.91 285,000.00
TROY MI 48098 5 07/28/98 00
0410964613 05 10/01/98 0
410964613 O 09/01/13
0
1799705 E22/G01 F 71,500.00 ZZ
120 71,500.00 1
9719 VALLEY FORGE LN. 7.375 844.06 69
7.125 844.06 105,000.00
MAPLE GROVE MN 55369 2 08/20/98 00
0410992549 05 10/01/98 0
410992549 O 09/01/08
0
1799706 J53/J53 F 275,000.00 ZZ
180 275,000.00 1
RT 3 BOX 469 7.250 2,510.37 66
7.000 2,510.37 421,000.00
KILLEEN TX 76542 2 08/24/98 00
000 05 10/01/98 0
000 O 09/01/13
0
1799732 E22/G01 F 650,000.00 ZZ
180 650,000.00 1
1
16525 PRESTON TRAIL 7.375 5,979.50 30
7.125 5,979.50 2,200,000.00
DALLAS TX 75248 4 08/12/98 00
0411009913 03 10/01/98 0
411009913 O 09/01/13
0
1799797 F28/G01 F 295,000.00 ZZ
180 293,148.95 1
W148 N13372 PLEASANT VIEW 6.875 2,630.97 76
DRIVE 6.625 2,630.97 390,000.00
VILLAGE OF GERM WI 53022 2 07/16/98 00
0431005446 05 09/01/98 0
3918616 O 08/01/13
0
1800421 992/G01 F 304,000.00 ZZ
180 304,000.00 1
164 ALDERBROOK ROAD 7.375 2,796.57 80
7.125 2,796.57 380,000.00
LITTLE SILVER NJ 07739 1 08/31/98 00
0431011238 01 10/01/98 0
345903 O 09/01/13
0
1801199 439/G01 F 155,000.00 ZZ
180 155,000.00 1
23621 LADEENE AVE 7.000 1,393.19 50
6.750 1,393.19 315,000.00
TORRANCE CA 90505 2 08/21/98 00
0431009547 05 10/01/98 0
1871130 O 09/01/13
0
1801208 439/G01 F 122,500.00 ZZ
180 122,500.00 1
4356 CHARGER BOULEVARD 7.000 1,101.07 70
6.750 1,101.07 176,000.00
SAN DIEGO CA 92117 1 08/24/98 00
0431009638 05 10/01/98 0
1982632 O 09/01/13
0
1801218 439/G01 F 150,000.00 ZZ
180 150,000.00 1
1051 TORREY PINES ROAD 6.900 1,339.88 72
6.650 1,339.88 208,900.00
CHULA VISTA CA 91915 1 08/11/98 00
0431009695 09 10/01/98 0
1
1978841 O 09/01/13
0
1801225 439/G01 F 159,600.00 ZZ
180 159,600.00 1
7315 ROCK CANYON DRIVE 7.050 1,439.00 66
6.800 1,439.00 245,000.00
SAN DIEGO CA 92126 2 08/21/98 00
0431009745 05 10/01/98 0
1981489 O 09/01/13
0
2663423 354/354 F 290,000.00 ZZ
180 284,511.05 1
6725 BLACKBURN PLACE 7.000 2,606.60 65
6.750 2,606.60 450,000.00
DOWNERS GROVE IL 60516 2 04/02/98 00
0021560065 05 06/01/98 0
0021560065 O 05/01/13
0
2663435 354/354 F 363,800.00 ZZ
180 358,055.45 1
130 NAPERVILLE ROAD 7.125 3,295.41 85
6.875 3,295.41 430,000.00
CLARENDON HILLS IL 60514 2 03/09/98 19
0021590112 05 05/01/98 12
0021590112 O 04/01/13
0
2663495 354/354 F 262,500.00 ZZ
180 258,128.65 1
6331 CATTAIL COURT 7.125 2,377.81 74
6.875 2,377.81 355,000.00
FORT COLLIN CO 80525 5 03/23/98 00
0021711544 03 05/01/98 0
0021711544 O 04/01/13
0
2663497 354/354 F 286,900.00 ZZ
180 283,247.56 1
135 SADDLEVIEW RUN 7.000 2,578.74 58
6.750 2,578.74 500,000.00
DUNWOODY GA 30350 2 04/03/98 00
0021718119 05 06/01/98 0
0021718119 O 05/01/13
0
1
2663505 354/354 F 475,000.00 ZZ
180 463,324.88 1
1122 ASCOTT VALLEY DRIVE 7.000 4,269.44 54
6.750 4,269.44 890,000.00
DULUTH GA 30155 2 03/20/98 00
0021732417 03 05/01/98 0
0021732417 O 04/01/13
0
2663560 354/354 F 322,000.00 ZZ
180 319,962.28 1
160 JACKSON DRIVE 7.000 2,894.23 75
6.750 2,894.23 435,000.00
ORANGE OH 44022 2 06/11/98 00
0021830732 05 08/01/98 0
0021830732 O 07/01/13
0
2663581 354/354 F 300,000.00 ZZ
180 296,221.55 1
3707 CAVU ROAD 7.125 2,717.49 80
6.875 2,717.49 379,000.00
GEORGETOWN TX 78628 2 04/13/98 10
0021849666 05 06/01/98 6
0021849666 O 05/01/13
0
2663590 354/354 F 280,800.00 ZZ
180 277,225.23 1
992 SOUTH FRANKLIN STREET 7.000 2,523.91 80
6.750 2,523.91 351,000.00
DENVER CO 80209 1 04/13/98 00
0021857552 05 06/01/98 0
0021857552 O 05/01/13
0
2663593 354/354 F 650,000.00 ZZ
180 645,841.94 1
452 MCSKIMMING ROAD 6.875 5,797.05 47
6.625 5,797.05 1,400,000.00
ASPEN CO 81611 5 06/01/98 00
0021859871 05 08/01/98 0
0021859871 O 07/01/13
0
2663606 354/354 F 650,000.00 ZZ
180 643,287.25 1
304 CASTLE PINES DRIVE SOUTH 6.750 5,751.91 78
6.500 5,751.91 835,000.00
1
CASTLE ROCK CO 80104 1 05/15/98 00
0021873344 05 07/01/98 0
0021873344 O 06/01/13
0
2663620 354/354 F 240,000.00 ZZ
180 237,690.46 1
141 EAST LAKE DRIVE 6.875 2,140.45 68
6.625 2,140.45 356,000.00
ANNAPOLIS MD 21403 2 05/11/98 00
0021886205 05 07/01/98 0
0021886205 O 06/01/13
0
2663649 354/354 F 247,000.00 ZZ
180 243,922.30 1
12442 PINE CREEK ROAD 7.250 2,254.78 90
7.000 2,254.78 275,000.00
CERRITOS CA 90703 2 04/27/98 10
0021913348 03 06/01/98 25
0021913348 O 05/01/13
0
2663656 354/354 F 297,000.00 ZZ
180 294,202.81 1
1580 WHITE EAGLE DRIVE 7.125 2,690.32 64
6.875 2,690.32 467,000.00
NAPERVILLE IL 60564 2 05/22/98 00
0021915731 03 07/01/98 0
0021915731 O 06/01/13
0
2663708 354/354 F 280,200.00 ZZ
180 278,388.13 1
5910 SOUTH MOLINE WAY 6.750 2,479.52 76
6.500 2,479.52 370,000.00
ENGLEWOOD CO 80111 2 05/28/98 00
0021937057 05 08/01/98 0
0021937057 O 07/01/13
0
2663715 354/354 F 515,850.00 ZZ
180 512,585.53 1
146 GRAYS CREEK DRIVE 7.000 4,636.61 61
6.750 4,636.61 850,000.00
SAVANNAH GA 31410 2 06/05/98 00
0021940077 03 08/01/98 0
0021940077 O 07/01/13
0
1
2663725 354/354 F 268,000.00 ZZ
180 265,421.02 1
3414 SCENIC ELM STREET 6.875 2,390.17 80
6.625 2,390.17 335,000.00
HOUSTON TX 77059 2 05/06/98 00
0021945142 05 07/01/98 0
0021945142 O 06/01/13
0
2663727 354/354 F 500,000.00 ZZ
180 496,766.83 1
1665 SUGARLOAF CLUB DRIVE 6.750 4,424.55 59
6.500 4,424.55 859,900.00
DULUTH GA 30097 1 06/08/98 00
0021948724 03 08/01/98 0
0021948724 O 07/01/13
0
2663731 354/354 F 600,000.00 ZZ
180 594,163.92 1
3613 WICKERSHAM LANE 6.750 5,309.46 76
6.500 5,309.46 790,000.00
HOUSTON TX 77027 1 05/21/98 00
0021954607 03 07/01/98 0
0021954607 O 06/01/13
0
2663740 354/354 F 523,550.00 ZZ
120 517,524.04 1
1C WEST OAK DRIVE NORTH 7.125 6,112.64 59
6.875 6,112.64 900,000.00
HOUSTON TX 77056 2 06/04/98 00
0021969399 03 08/01/98 0
0021969399 O 07/01/08
0
2663767 354/354 F 492,000.00 ZZ
180 488,784.19 1
1706 NORTH BOULEVARD 6.625 4,319.73 80
6.375 4,319.73 615,000.00
HOUSTON TX 77098 1 06/11/98 00
0022034953 05 08/01/98 0
0022034953 O 07/01/13
0
2663822 354/354 F 242,000.00 ZZ
180 239,720.79 1
1
5408 BURNT HICKORY DRIVE 7.125 2,192.12 80
6.875 2,192.12 302,500.00
VALRICO FL 33594 1 05/12/98 00
0026258566 03 07/01/98 0
0026258566 O 06/01/13
0
2663829 354/354 F 264,000.00 ZZ
180 261,513.60 1
4122 RIVERSIDE DRIVE 7.125 2,391.40 75
6.875 2,391.40 352,000.00
BRUNSWICK GA 31520 5 05/01/98 00
0026273573 05 07/01/98 0
0026273573 O 06/01/13
0
2663892 354/354 F 319,920.00 ZZ
180 316,841.37 1
246 ST JAMES AVENUE 6.875 2,853.23 80
6.625 2,853.23 399,900.00
SAINT SIMONS IS GA 31522 1 05/15/98 00
0026380840 03 07/01/98 0
0026380840 O 06/01/13
0
2663939 354/354 F 337,500.00 ZZ
180 335,317.62 1
4130 THREE GRACES DRIVE 6.750 2,986.57 67
6.500 2,986.57 510,000.00
COLORADO SPRING CO 80904 5 06/11/98 00
0026435388 05 08/01/98 0
0026435388 O 07/01/13
0
2664064 354/354 F 256,000.00 ZZ
180 254,414.70 1
10567 WHOPPING CRANE WAY 7.250 2,336.93 61
7.000 2,336.93 425,000.00
PALM CITY FL 34990 5 06/24/98 00
0026561944 03 08/01/98 0
0026561944 O 07/01/13
0
2668884 696/G01 F 326,250.00 ZZ
180 326,250.00 1
2637 NORTH RICHMOND STREET 7.125 2,955.27 70
6.875 2,955.27 469,000.00
ARLINGTON VA 22207 2 08/06/98 00
0430961532 05 10/01/98 0
1
2238137 O 09/01/13
0
2671269 696/G01 F 460,000.00 ZZ
180 460,000.00 1
246 SPRINGVALE ROAD 6.625 4,038.77 80
6.375 4,038.77 575,000.00
GREAT FALLS VA 22066 2 08/07/98 00
0430976415 05 10/01/98 0
1008034 O 09/01/13
0
2671838 696/G01 F 415,400.00 ZZ
180 415,400.00 1
7519 DETWILER DRIVE 6.875 3,704.76 80
6.625 3,704.76 519,285.00
CLIFTON VA 20124 1 08/19/98 00
0430982603 03 10/01/98 0
2378161 O 09/01/13
0
2673778 354/354 F 600,000.00 ZZ
180 596,243.90 1
6629 DAKOTA TRAIL 7.125 5,434.99 52
6.875 5,434.99 1,170,000.00
EDINA MN 55439 2 09/23/97 00
0020694626 05 08/01/98 0
0020694626 O 07/01/13
0
2673779 354/354 F 290,000.00 ZZ
180 289,085.07 1
834 W 59TH TERRACE 7.000 2,606.60 65
6.750 2,606.60 450,000.00
KANSAS CITY MO 64113 5 07/13/98 00
0021824339 03 09/01/98 0
0021824339 O 08/01/13
0
2673780 354/354 F 298,400.00 ZZ
180 295,444.86 1
219 MEACHAM 7.000 2,682.10 79
6.750 2,682.10 380,000.00
PARK RIDGE IL 60068 2 05/14/98 00
0021896402 05 07/01/98 0
0021896402 O 06/01/13
0
1
2673781 354/354 F 303,500.00 ZZ
180 301,440.88 1
6100 HIDDEN VALLEY 7.375 2,791.97 76
7.125 2,791.97 400,000.00
DOYLESTOWN PA 18901 2 06/11/98 00
0021913926 05 08/01/98 0
0021913926 O 07/01/13
0
2673782 354/354 F 300,000.00 ZZ
180 298,101.50 1
1543 HUNTSMAN DR 7.000 2,696.49 58
6.750 2,696.49 520,000.00
AIKEN SC 29803 5 06/23/98 00
0021914759 05 08/01/98 0
0021914759 O 07/01/13
0
2673783 354/354 F 453,750.00 ZZ
120 445,704.68 1
7036 ARBOR LANE 7.000 5,268.42 70
6.750 5,268.42 650,000.00
MCLEAN VA 22101 5 05/29/98 00
0021916713 05 07/01/98 0
0021916713 O 06/01/08
0
2673784 354/354 F 252,000.00 ZZ
180 250,473.08 1
425 AYNSLEY COURT 7.500 2,336.08 80
7.250 2,336.08 317,115.00
MORGANVILLE NJ 07751 1 06/19/98 00
0021922851 05 08/01/98 0
0021922851 O 07/01/13
0
2673786 354/354 F 464,000.00 ZZ
180 461,095.28 1
8 BACHMAN COURT 7.125 4,203.06 72
6.875 4,203.06 650,000.00
GREENVILLE SC 29605 2 06/15/98 00
0021932470 05 08/01/98 0
0021932470 O 07/01/13
0
2673787 354/354 F 250,000.00 ZZ
180 249,228.26 1
600 COVINGTON 7.250 2,282.16 43
7.000 2,282.16 595,000.00
1
BLOOMFIELD MI 48301 5 07/02/98 00
0021956305 05 09/01/98 0
0021956305 O 08/01/13
0
2673788 354/354 F 323,700.00 ZZ
180 322,645.02 1
12722 BARRETT LANE 6.625 2,842.07 65
6.375 2,842.07 500,000.00
SANTA ANA CA 92705 2 07/13/98 00
0021958228 05 09/01/98 0
0021958228 O 08/01/13
0
2673789 354/354 F 300,000.00 ZZ
180 298,060.10 1
4204 LAKEWAY BLVD 6.750 2,654.73 54
6.500 2,654.73 560,000.00
AUSTIN TX 78734 1 06/01/98 00
0021958319 03 08/01/98 0
0021958319 O 07/01/13
0
2673790 354/354 F 277,000.00 ZZ
180 275,247.07 1
8903 MONIFIETH COURT 7.000 2,489.75 76
6.750 2,489.75 365,000.00
DUBLIN OH 43017 2 06/24/98 00
0021959895 05 08/01/98 0
0021959895 O 07/01/13
0
2673791 354/354 F 494,400.00 ZZ
180 492,840.19 1
1975 NORTH ROSE TERRACE 7.000 4,443.81 80
6.750 4,443.81 618,000.00
RIVERWOODS IL 60015 1 07/06/98 00
0021961487 05 09/01/98 0
0021961487 O 08/01/13
0
2673793 354/354 F 289,600.00 ZZ
180 287,092.80 1
3010 FERNDALE STREET 6.750 2,562.70 57
6.500 2,562.70 511,000.00
HOUSTON TX 77098 2 06/18/98 00
0021965298 05 08/01/98 0
0021965298 O 07/01/13
0
1
2673794 354/354 F 468,750.00 ZZ
180 465,718.90 1
512 HERTFORD STREET 6.750 4,148.02 67
6.500 4,148.02 705,000.00
RALEIGH NC 27609 5 06/25/98 00
0021965728 05 08/01/98 0
0021965728 O 07/01/13
0
2673795 354/354 F 320,500.00 ZZ
180 319,466.68 1
1114 BELGRAVE PLACE 6.750 2,836.13 59
6.500 2,836.13 550,000.00
CHARLOTTE NC 28203 5 07/14/98 00
0021966585 05 09/01/98 0
0021966585 O 08/01/13
0
2673796 354/354 F 249,000.00 T
180 247,458.05 1
67 GOLD KING WAY 7.250 2,273.03 63
7.000 2,273.03 399,000.00
BRECKENRIDGE CO 80424 1 06/10/98 00
0021968797 05 08/01/98 0
0021968797 O 07/01/13
0
2673797 354/354 F 274,120.00 ZZ
180 271,341.84 1
10840 S. BOBCAT TERRACE 6.750 2,425.71 74
6.500 2,425.71 374,000.00
LITTLETON CO 80124 1 06/04/98 00
0021974837 03 08/01/98 0
0021974837 O 07/01/13
0
2673798 354/354 F 333,000.00 ZZ
180 330,846.72 1
10809 ROARING BROOK LANE 6.750 2,946.75 58
6.500 2,946.75 575,000.00
HOUSTON TX 77024 1 06/17/98 00
0021977319 05 08/01/98 0
0021977319 O 07/01/13
0
2673799 354/354 F 325,000.00 ZZ
180 322,965.46 1
1
608 GREAT SPRINGS ROAD 7.125 2,943.95 39
6.875 2,943.95 837,500.00
BRYN MAWR PA 19010 1 06/25/98 00
0021979372 05 08/01/98 0
0021979372 O 07/01/13
0
2673800 354/354 F 289,600.00 ZZ
180 287,686.46 1
10621 PALOS WEST DR 7.125 2,623.29 80
6.875 2,623.29 362,000.00
PALOS PARK IL 60464 2 06/24/98 00
21982426 05 08/01/98 0
21982426 O 07/01/13
0
2673801 354/354 F 260,000.00 ZZ
180 258,318.76 1
207 HOLLY RIDGE 6.750 2,300.76 78
6.500 2,300.76 337,000.00
DADEVILLE AL 36853 1 06/24/98 00
0021984448 05 08/01/98 0
0021984448 O 07/01/13
0
2673802 354/354 F 360,000.00 ZZ
180 358,864.21 1
1510 EDGCUMBE ROAD 7.000 3,235.79 80
6.750 3,235.79 450,000.00
SAINT PAUL MN 55116 1 07/15/98 00
0021985239 05 09/01/98 0
0021985239 O 08/01/13
0
2673803 354/354 F 650,000.00 ZZ
180 645,974.82 1
580 DUSTY LANE 7.250 5,933.61 60
7.000 5,933.61 1,100,000.00
VERDI NV 89439 2 06/19/98 00
0021986492 05 08/01/98 0
0021986492 O 07/01/13
0
2673804 354/354 F 270,000.00 ZZ
180 268,328.00 1
3307 BREIDALBLIK DRIVE 7.250 2,464.73 60
7.000 2,464.73 453,250.00
WILMINGTON DE 19807 1 06/30/98 00
0021988316 05 08/01/98 0
1
0021988316 O 07/01/13
0
2673805 354/354 F 348,000.00 T
180 345,797.76 1
106 UPLAND CIRCLE 7.000 3,127.92 80
6.750 3,127.92 435,000.00
BREWSTER MA 02631 1 06/26/98 00
0021990080 05 08/01/98 0
0021990080 O 07/01/13
0
2673806 354/354 F 251,000.00 ZZ
180 249,445.66 1
13659 SPINNING WHEEL DRIVE 7.250 2,291.29 74
7.000 2,291.29 340,000.00
GERMANTOWN MD 20874 2 06/23/98 00
0021990304 03 08/01/98 0
0021990304 O 07/01/13
0
2673807 354/354 F 325,000.00 ZZ
180 323,952.17 1
6863 N BALTUSROL LANE 6.750 2,875.96 63
6.500 2,875.96 516,250.00
CHARLOTTE NC 28210 1 07/15/98 00
0021993027 05 09/01/98 0
0021993027 O 08/01/13
0
2673808 354/354 F 328,050.00 ZZ
180 325,973.99 1
6358 ELM CREST COURT 7.000 2,948.61 80
6.750 2,948.61 410,069.00
FORT WORTH TX 76132 1 06/30/98 00
0021996699 03 08/01/98 0
0021996699 O 07/01/13
0
2673809 354/354 F 636,000.00 ZZ
180 632,061.52 1
12328 MICHAELSFORD ROAD 7.250 5,805.81 60
7.000 5,805.81 1,075,000.00
COCKEYSVILLE MD 21030 2 06/25/98 00
0021997226 05 08/01/98 0
0021997226 O 07/01/13
0
1
2673810 354/354 F 252,000.00 T
180 249,652.11 1
455 NORTH SHORE ROAD 7.250 2,300.42 80
7.000 2,300.42 315,000.00
LONGBOAT KEY FL 34228 1 05/27/98 00
0022000780 05 07/01/98 0
0022000780 O 06/01/13
0
2673812 354/354 F 434,150.00 ZZ
180 431,342.65 1
2740 ARBUCKLE STREET 6.750 3,841.83 73
6.500 3,841.83 600,000.00
HOUSTON TX 77005 2 06/26/98 00
0022001234 05 08/01/98 0
0022001234 O 07/01/13
0
2673813 354/354 F 490,000.00 ZZ
180 486,831.49 1
11830 DAN MAPLES DRIVE 6.750 4,336.06 70
6.500 4,336.06 700,000.00
CHARLOTTE NC 28277 1 06/29/98 00
0022001655 03 08/01/98 0
0022001655 O 07/01/13
0
2673815 354/354 F 254,000.00 ZZ
180 252,427.09 1
229 MAPLE 7.250 2,318.67 42
7.000 2,318.67 610,000.00
WILMETTE IL 60091 2 06/19/98 00
0022006019 05 08/01/98 0
0022006019 O 07/01/13
0
2673816 354/354 F 255,500.00 ZZ
180 254,658.28 1
28 JAMESTOWN CT 6.500 2,225.68 89
6.250 2,225.68 289,000.00
GLASTONBURY CT 06033 2 07/17/98 14
0022006415 05 09/01/98 25
0022006415 O 08/01/13
0
2673817 354/354 F 322,500.00 ZZ
180 320,459.10 1
6519 N LEOTI AVENUE 7.000 2,898.73 75
6.750 2,898.73 430,000.00
1
CHICAGO IL 60646 2 06/05/98 00
0022006571 05 08/01/98 0
0022006571 O 07/01/13
0
2673819 354/354 F 300,000.00 ZZ
180 293,534.79 1
13616 APPACHE PLUME PLACE NE 6.750 2,654.73 53
6.500 2,654.73 572,000.00
ALBUQUERQUE NM 87111 2 06/22/98 00
0022010110 05 08/01/98 0
0022010110 O 07/01/13
0
2673820 354/354 F 350,000.00 ZZ
180 348,919.56 1
49 RIDGEMOOR DR 7.250 3,195.02 57
7.000 3,195.02 620,000.00
CLAYTON MO 63105 2 07/13/98 00
0022010821 05 09/01/98 0
0022010821 O 08/01/13
0
2673821 354/354 F 467,000.00 ZZ
180 464,072.92 1
4921 EAGLE LAKE DRIVE 7.125 4,230.23 77
6.875 4,230.23 611,000.00
FORT COLLINS CO 80524 2 06/24/98 00
0022012181 03 08/01/98 0
0022012181 O 07/01/13
0
2673822 354/354 F 265,000.00 ZZ
180 263,286.43 1
29323 GRAY HAWK DRIVE 6.750 2,345.01 75
6.500 2,345.01 355,000.00
EVERGREEN CO 80439 2 06/23/98 00
0022015978 05 08/01/98 0
0022015978 O 07/01/13
0
2673823 354/354 F 258,900.00 ZZ
180 257,225.87 1
2000 MALVERN COURT 6.750 2,291.03 52
6.500 2,291.03 500,000.00
RALEIGH NC 27615 2 06/22/98 00
0022016760 05 08/01/98 0
0022016760 O 07/01/13
0
1
2673824 354/354 F 650,000.00 ZZ
180 645,796.89 1
6020 EAST SAPPHIRE LANE 6.750 5,751.91 66
6.500 5,751.91 990,000.00
PARADISE VALLEY AZ 85253 1 06/09/98 00
0022017735 03 08/01/98 0
0022017735 O 07/01/13
0
2673825 354/354 F 257,700.00 ZZ
180 256,878.10 1
5834 TANGLEWOOD PARK 6.875 2,298.31 65
6.625 2,298.31 400,000.00
HOUSTON TX 77057 2 07/23/98 00
0022019897 03 09/01/98 0
0022019897 O 08/01/13
0
2673826 354/354 F 267,600.00 ZZ
180 265,888.17 1
17423 TAMARON DRIVE 6.875 2,386.60 66
6.625 2,386.60 410,000.00
DALLAS TX 75287 2 06/24/98 00
0022021505 05 08/01/98 0
0022021505 O 07/01/13
0
2673827 354/354 F 240,000.00 ZZ
180 238,481.20 1
407 BEVERLY PLACE 7.000 2,157.19 75
6.750 2,157.19 320,000.00
GREENSBORO NC 27403 5 06/09/98 00
0022023311 05 08/01/98 0
0022023311 O 07/01/13
0
2673828 354/354 F 257,600.00 ZZ
180 255,952.12 1
226 MINNEHAHA PARKWAY WEST 6.875 2,297.42 80
6.625 2,297.42 322,000.00
MINNEAPOLIS MN 55419 1 06/29/98 00
0022023600 05 08/01/98 0
0022023600 O 07/01/13
0
2673829 354/354 F 240,000.00 ZZ
180 238,875.00 1
1
21 FAIRWAY DR 6.875 2,140.46 63
6.625 2,140.46 386,000.00
PIEDMONT SC 29673 5 07/17/98 00
0022023667 05 09/01/98 0
0022023667 O 08/01/13
0
2673830 354/354 F 250,000.00 ZZ
180 248,383.41 1
6807 SETON/ LANE 6.750 2,212.28 47
6.500 2,212.28 538,000.00
CHARLOTTE NC 28277 5 06/23/98 00
0022023964 03 08/01/98 0
0022023964 O 07/01/13
0
2673832 354/354 F 312,050.00 ZZ
180 310,117.60 1
5905 JOHNS WOOD DRIVE 7.250 2,848.59 80
7.000 2,848.59 390,080.00
PLANO TX 75093 1 06/11/98 00
0022025886 05 08/01/98 0
0022025886 O 07/01/13
0
2673834 354/354 F 245,000.00 ZZ
180 244,192.87 1
4610 COLONY POINT 6.500 2,134.21 62
6.250 2,134.21 401,000.00
SUWANEE GA 30174 2 07/21/98 00
0022026934 03 09/01/98 0
0022026934 O 08/01/13
0
2673835 354/354 F 420,000.00 ZZ
180 418,689.25 1
#4 GLENMARY ROAD 7.125 3,804.50 67
6.875 3,804.50 630,000.00
SAINT LOUIS MO 63132 2 07/09/98 00
0022028047 03 09/01/98 0
0022028047 O 08/01/13
0
2673836 354/354 F 515,000.00 ZZ
180 511,669.84 1
10905 ROARING BROOK LANE 6.750 4,557.29 76
6.500 4,557.29 683,000.00
HOUSTON TX 77024 1 06/26/98 00
0022029078 05 08/01/98 0
1
0022029078 O 07/01/13
0
2673837 354/354 F 388,000.00 T
180 385,517.95 1
9790 GULFSHORE DR. 6.875 3,460.40 80
#404 6.625 3,460.40 485,000.00
NAPLES FL 34108 1 06/29/98 00
0022029169 01 08/01/98 0
0022029169 O 07/01/13
0
2673838 354/354 F 508,700.00 ZZ
180 505,549.85 1
3611 ACORN WOOD WAY 7.250 4,643.73 80
7.000 4,643.73 636,000.00
HOUSTON TX 77059 2 06/10/98 00
0022033369 03 08/01/98 0
0022033369 O 07/01/13
0
2673839 354/354 F 315,000.00 T
180 314,016.94 1
99 CANTERBURY DRIVE 7.125 2,853.37 70
6.875 2,853.37 450,000.00
STAFFORD VA 22554 2 07/14/98 00
0022034359 05 09/01/98 0
0022034359 O 08/01/13
0
2673840 354/354 F 305,000.00 ZZ
180 304,037.74 1
107 WOOD DUCK COURT 7.000 2,741.43 71
6.750 2,741.43 435,000.00
NICHOLASVILLE KY 40356 2 07/20/98 00
0022034797 03 09/01/98 0
0022034797 O 08/01/13
0
2673841 354/354 F 244,000.00 ZZ
180 241,736.74 1
6416 CLUBSIDE DRIVE 6.750 2,159.18 80
6.500 2,159.18 305,000.00
STONEY CREEK NC 27377 1 06/30/98 00
0022036099 03 08/01/98 0
0022036099 O 07/01/13
0
1
2673842 354/354 F 268,000.00 ZZ
180 266,304.01 1
35 ROGERS WOOD 7.000 2,408.86 80
6.750 2,408.86 335,000.00
SAN ANTONIO TX 78248 1 06/16/98 00
0022037188 03 08/01/98 0
0022037188 O 07/01/13
0
2673843 354/354 F 247,000.00 ZZ
180 246,212.22 1
4321 WAKEFIELD 6.875 2,202.88 95
6.625 2,202.88 260,000.00
ALEXANDRIA LA 71301 1 07/08/98 11
0022037451 05 09/01/98 30
0022037451 O 08/01/13
0
2673844 354/354 F 310,000.00 ZZ
180 308,989.68 1
31 SHADEBERRY PLACE 6.625 2,721.78 65
6.375 2,721.78 480,000.00
THE WOODLANDS TX 77382 1 07/17/98 00
0022038210 03 09/01/98 0
0022038210 O 08/01/13
0
2673845 354/354 F 230,000.00 ZZ
120 226,530.03 1
2809 MIRAMAR DRIVE 6.625 2,626.26 79
6.375 2,626.26 293,500.00
CARROLLTON TX 75007 2 06/19/98 00
0022038640 05 08/01/98 0
0022038640 O 07/01/08
0
2673846 354/354 F 361,500.00 ZZ
180 359,261.38 1
2350 CROW'S NEST PARKWAY 7.250 3,300.00 79
7.000 3,300.00 463,087.00
RENO NV 89509 2 06/26/98 00
0022038905 03 08/01/98 0
0022038905 O 07/01/13
0
2673847 354/354 F 272,000.00 ZZ
180 271,132.49 1
2305 LAS BRISAS 6.875 2,425.84 80
6.625 2,425.84 340,000.00
1
ALTUS OK 75321 2 07/24/98 00
0022039747 05 09/01/98 0
0022039747 O 08/01/13
0
2673848 354/354 F 322,000.00 ZZ
180 319,811.19 1
16814 YAWL ROAD 6.875 2,871.77 70
6.625 2,871.77 464,000.00
CORNELIUS NC 28031 2 06/25/98 00
0022040398 03 08/01/98 0
0022040398 O 07/01/13
0
2673849 354/354 F 296,200.00 ZZ
180 295,245.02 1
3307 SEMINOLE COURT 6.750 2,621.11 65
6.500 2,621.11 460,000.00
SUGARLAND TX 77479 2 07/07/98 00
0022041008 03 09/01/98 0
0022041008 O 08/01/13
0
2673850 354/354 F 312,500.00 ZZ
180 311,481.52 1
844 KUHLMAN ROAD 6.625 2,743.74 50
6.375 2,743.74 625,000.00
HOUSTON TX 77024 1 07/06/98 00
0022041479 05 09/01/98 0
0022041479 O 08/01/13
0
2673852 354/354 F 346,000.00 ZZ
180 343,724.22 1
2027 PERSA STREET 6.750 3,061.79 80
6.500 3,061.79 435,000.00
HOUSTON TX 77019 2 06/29/98 00
0022042006 05 08/01/98 0
0022042006 O 07/01/13
0
2673853 354/354 F 395,600.00 ZZ
180 393,069.33 1
13803 EAGAN MILL DRIVE 6.875 3,528.18 80
6.625 3,528.18 494,543.00
HOUSTON TX 77077 1 06/16/98 00
0022042162 03 08/01/98 0
0022042162 O 07/01/13
0
1
2673854 354/354 F 247,900.00 ZZ
180 247,109.35 1
908 LOCHVIEW COURT 6.875 2,210.91 60
6.625 2,210.91 415,000.00
FORT COLLINS CO 80524 5 07/01/98 00
0022042360 03 09/01/98 0
0022042360 O 08/01/13
0
2673855 354/354 F 247,500.00 ZZ
180 246,710.63 1
39 CLUB FOREST LANE 6.875 2,207.34 75
6.625 2,207.34 330,000.00
GREENVILLE SC 29605 2 07/07/98 00
0022044036 05 09/01/98 0
0022044036 O 08/01/13
0
2673856 354/354 F 236,400.00 ZZ
180 235,637.82 1
1320 HILLSHIRE MEADOW AVENUE 6.750 2,091.93 80
6.500 2,091.93 295,500.00
MATTHEWS NC 28105 1 07/28/98 00
0022044077 03 09/01/98 0
0022044077 O 08/01/13
0
2673857 354/354 F 272,800.00 ZZ
180 220,781.96 1
400 MAC ARTHUR WAY 7.000 2,452.01 80
6.750 2,452.01 341,000.00
LAS VEGAS NV 89107 1 06/22/98 00
0022047278 03 08/01/98 0
0022047278 O 07/01/13
0
2673858 354/354 F 424,000.00 ZZ
180 422,632.98 1
14102 KIAMESHA COURT 6.750 3,752.02 80
6.500 3,752.02 530,000.00
HOUSTON TX 77069 1 07/31/98 00
0022048581 03 09/01/98 0
0022048581 O 08/01/13
0
2673859 354/354 F 351,250.00 ZZ
180 350,117.54 1
1
5478 DOLIVER DRIVE 6.750 3,108.24 38
6.500 3,108.24 925,000.00
HOUSTON TX 77056 2 07/21/98 00
0022049878 03 09/01/98 0
0022049878 O 08/01/13
0
2673860 354/354 F 500,000.00 ZZ
180 496,835.85 1
6 BRIERLEIGH COURT 7.000 4,494.14 50
6.750 4,494.14 1,000,000.00
LUTHERVILLE MD 21093 5 06/18/98 00
0022049894 05 08/01/98 0
0022049894 O 07/01/13
0
2673861 354/354 F 314,450.00 ZZ
180 313,436.18 1
10098 BRIDGEWATER PARKWAY 6.750 2,782.60 80
6.500 2,782.60 393,092.00
WOODBURY MN 55125 1 07/16/98 00
0022051544 05 09/01/98 0
0022051544 O 08/01/13
0
2673862 354/354 F 412,000.00 ZZ
180 410,685.98 1
335 BRIAR LANE 6.875 3,674.44 60
6.625 3,674.44 693,000.00
LAKE BLUFF IL 60044 2 07/06/98 00
0022051858 05 09/01/98 0
0022051858 O 08/01/13
0
2673863 354/354 F 378,750.00 ZZ
180 377,528.87 1
2135 SALEM COURT 6.750 3,351.60 75
6.500 3,351.60 505,000.00
ORONO MN 55356 5 07/02/98 00
0022052021 03 09/01/98 0
0022052021 O 08/01/13
0
2673864 354/354 F 366,950.00 ZZ
180 365,817.23 1
3116 WESTMINSTER AVENUE 7.250 3,349.76 68
7.000 3,349.76 545,000.00
UNIVERSITY PARK TX 75205 2 07/02/98 00
0022052047 05 09/01/98 0
1
0022052047 O 08/01/13
0
2673865 354/354 F 295,000.00 ZZ
180 294,069.28 1
11293 RIDERMARK ROW 7.000 2,651.55 75
6.750 2,651.55 395,000.00
COLUMBIA MD 21044 5 07/24/98 00
0022053839 03 09/01/98 0
0022053839 O 08/01/13
0
2673866 354/354 F 300,000.00 ZZ
180 299,043.19 1
1138 JOHNSON DRIVE 6.875 2,675.56 75
6.625 2,675.56 400,000.00
NAPERVILLE IL 60540 2 07/16/98 00
0022055180 05 09/01/98 0
0022055180 O 08/01/13
0
2673867 354/354 F 350,900.00 ZZ
180 349,768.66 1
5537 WOODACRE COURT 6.750 3,105.15 74
6.500 3,105.15 475,900.00
INDIANAPOLIS IN 46234 1 07/01/98 00
0022056642 03 09/01/98 0
0022056642 O 08/01/13
0
2673868 354/354 F 520,000.00 ZZ
180 518,341.53 1
41 THE OVAL STREET 6.875 4,637.64 79
6.625 4,637.64 660,000.00
SUGAR LAND TX 77479 1 07/09/98 00
0022057202 03 09/01/98 0
0022057202 O 08/01/13
0
2673869 354/354 F 460,000.00 ZZ
180 457,057.37 1
6811 HONORS COURT 6.875 4,102.53 64
6.625 4,102.53 730,000.00
CHARLOTTE NC 28210 2 06/24/98 00
0022057806 03 08/01/98 0
0022057806 O 07/01/13
0
1
2673870 354/354 F 237,100.00 ZZ
180 235,550.25 1
110 CHESTER STEVENS ROAD 6.625 2,081.73 80
6.375 2,081.73 297,000.00
FRANKLIN TN 37067 2 06/26/98 10
0022057897 03 08/01/98 12
0022057897 O 07/01/13
0
2673871 354/354 F 352,000.00 ZZ
180 349,699.25 1
6616 AVALON AVENUE 6.625 3,090.54 80
6.375 3,090.54 440,000.00
DALLAS TX 75214 1 06/17/98 00
0022058168 05 08/01/98 0
0022058168 O 07/01/13
0
2673872 354/354 F 464,000.00 ZZ
180 461,031.78 1
86 WINDSOR ROAD 6.875 4,138.20 80
6.625 4,138.20 580,000.00
NEEDHAM MA 02192 1 06/30/98 00
0022060164 05 08/01/98 0
0022060164 O 07/01/13
0
2673873 354/354 F 464,000.00 ZZ
180 461,031.76 1
4450 EAST PERRY PARKWAY 6.875 4,138.21 48
6.625 4,138.21 970,000.00
GREENWOOD VILLA CO 80111 2 06/24/98 00
0022060818 03 08/01/98 0
0022060818 O 07/01/13
0
2673874 354/354 F 255,800.00 ZZ
180 254,145.92 1
3721 PILOT DRIVE 6.750 2,263.60 80
6.500 2,263.60 320,212.00
PLANO TX 75025 1 06/23/98 00
0022062194 03 08/01/98 0
0022062194 O 07/01/13
0
2673875 354/354 F 584,000.00 ZZ
180 582,117.13 1
1313 WASHINGTON TERRACE 6.750 5,167.87 80
6.500 5,167.87 730,000.00
1
FT WORTH TX 76107 2 07/17/98 00
0022064117 05 09/01/98 0
0022064117 O 08/01/13
0
2673876 354/354 F 454,200.00 ZZ
180 451,231.25 1
2714 FENWOOD ROAD 6.625 3,987.85 78
6.375 3,987.85 585,000.00
HOUSTON TX 77005 2 06/26/98 00
0022064653 05 08/01/98 0
0022064653 O 07/01/13
0
2673877 354/354 F 298,250.00 ZZ
180 296,382.89 1
6201 SIMPSON PATENT COURT 7.125 2,701.65 80
6.875 2,701.65 375,000.00
FAIRFAX STATION VA 22039 2 06/26/98 00
0022064695 03 08/01/98 0
0022064695 O 07/01/13
0
2673878 354/354 F 300,000.00 ZZ
180 296,126.58 1
2108 DELANCEY PLACE 6.875 2,675.56 60
6.625 2,675.56 500,000.00
PHILADELPHIA PA 19103 2 07/10/98 00
0022065155 05 09/01/98 0
0022065155 O 08/01/13
0
2673879 354/354 F 430,000.00 ZZ
180 427,219.47 1
5500 SHIRLEY AVENUE 6.750 3,805.11 53
6.500 3,805.11 825,000.00
TARZANA CA 91356 5 06/24/98 00
0022066997 05 08/01/98 0
0022066997 O 07/01/13
0
2673880 354/354 F 277,600.00 ZZ
180 275,824.18 1
711 DARLINGTON ROAD NE 6.875 2,475.79 80
6.625 2,475.79 347,000.00
ATLANTA GA 30305 2 06/22/98 00
0022067755 05 08/01/98 0
0022067755 O 07/01/13
0
1
2673881 354/354 F 495,000.00 ZZ
180 491,867.48 1
2900 LAS GALLINAS AVENUE 7.000 4,449.20 43
6.750 4,449.20 1,175,000.00
SAN RAFAEL CA 94903 2 06/19/98 00
0022068167 05 08/01/98 0
0022068167 O 07/01/13
0
2673882 354/354 F 408,000.00 ZZ
180 406,698.73 1
5300 VALBURN CIRCLE 6.875 3,638.77 80
6.625 3,638.77 510,000.00
AUSTIN TX 78731 1 07/06/98 00
0022068787 05 09/01/98 0
0022068787 O 08/01/13
0
2673883 354/354 F 360,000.00 ZZ
180 358,839.33 1
5933 CARTER LANE 6.750 3,185.67 63
6.500 3,185.67 575,000.00
FRANKLIN TN 37064 5 07/15/98 00
0022070973 05 09/01/98 0
0022070973 O 08/01/13
0
2673884 354/354 F 300,000.00 ZZ
180 298,080.88 1
2620 SHERWOOD AVENUE 6.875 2,675.57 43
6.625 2,675.57 700,000.00
CHARLOTTE NC 28207 2 06/25/98 00
0022071633 05 08/01/98 0
0022071633 O 07/01/13
0
2673885 354/354 F 360,000.00 ZZ
120 357,948.56 1
2 BUCKWALTER ROAD 7.250 4,226.44 56
7.000 4,226.44 653,000.00
PHOENIXVILLE PA 19460 2 07/13/98 00
0022071641 05 09/01/98 0
0022071641 O 08/01/08
0
2673886 354/354 F 306,000.00 ZZ
180 305,002.72 1
1
2501 POWDER MILL LANE 6.625 2,686.66 70
6.375 2,686.66 443,000.00
CHAPEL HILL NC 27514 5 07/09/98 00
0022071807 05 09/01/98 0
0022071807 O 08/01/13
0
2673887 354/354 F 420,000.00 ZZ
180 417,313.25 1
4275 OLD BROOK TRAIL 6.875 3,745.79 68
6.625 3,745.79 620,000.00
BIRMINGHAM AL 35243 1 07/01/98 00
0022071922 05 08/01/98 0
0022071922 O 07/01/13
0
2673888 354/354 F 360,000.00 ZZ
180 354,130.96 1
905 10TH AVENUE DRIVE NW 6.750 3,185.67 88
6.500 3,185.67 410,000.00
HICKORY NC 28601 2 03/09/98 12
0022072367 05 05/01/98 25
0022072367 O 04/01/13
0
2673889 354/354 F 400,000.00 ZZ
180 398,710.36 1
6170 SIX MILE COVE 6.750 3,539.64 80
6.500 3,539.64 500,000.00
CUMMING GA 30041 1 07/10/98 00
0022075196 05 09/01/98 0
0022075196 O 08/01/13
0
2673890 354/354 F 292,650.00 ZZ
180 291,706.47 1
216 MERRIE WAY 6.750 2,589.69 59
6.500 2,589.69 500,000.00
HOUSTON TX 77024 2 07/10/98 00
0022075865 03 09/01/98 0
0022075865 O 08/01/13
0
2673891 354/354 F 242,600.00 ZZ
180 239,607.70 1
198 CLIFFTOP DRIVE 6.750 2,146.80 53
6.500 2,146.80 460,000.00
HENDERSONVI TN 37075 2 07/07/98 00
0022080238 05 09/01/98 0
1
0022080238 O 08/01/13
0
2673893 354/354 F 320,000.00 ZZ
180 319,012.16 1
318 INDIAN BAYOU 7.250 2,921.17 62
7.000 2,921.17 520,000.00
HOUSTON TX 77057 2 07/27/98 00
0022081327 03 09/01/98 0
0022081327 O 08/01/13
0
2673894 354/354 F 336,000.00 ZZ
180 333,850.58 1
18840 GREYTON LANE 6.875 2,996.64 80
6.625 2,996.64 420,000.00
DAVIDSON NC 28036 2 06/26/98 00
0022081608 03 08/01/98 0
0022081608 O 07/01/13
0
2673895 354/354 F 358,600.00 ZZ
180 356,304.20 1
91 COBBLESTONE COURT 6.875 3,198.19 68
6.625 3,198.19 531,000.00
NOVATO CA 94949 2 06/23/98 00
0022082424 03 08/01/98 0
0022082424 O 07/01/13
0
2673896 354/354 F 389,000.00 ZZ
180 387,759.34 1
6522 GLENDORA STREET 6.875 3,469.31 61
6.625 3,469.31 640,000.00
DALLAS TX 75230 2 07/01/98 00
0022082507 05 09/01/98 0
0022082507 O 08/01/13
0
2673897 354/354 F 310,000.00 ZZ
180 309,011.29 1
2298 HOLLY COURT 6.875 2,764.75 80
6.625 2,764.75 389,000.00
GOLDEN CO 80401 1 07/02/98 00
0022084602 03 09/01/98 0
0022084602 O 08/01/13
0
1
2673898 354/354 F 295,000.00 ZZ
180 294,038.56 1
748 CARO COURT 6.625 2,590.09 70
6.375 2,590.09 425,000.00
CHAPIN SC 29036 5 07/20/98 00
0022085195 05 09/01/98 0
0022085195 O 08/01/13
0
2673899 354/354 F 281,150.00 ZZ
180 280,243.55 1
4001 BENNEDICT LANE 6.750 2,487.92 42
6.500 2,487.92 675,000.00
AUSTIN TX 78746 2 07/23/98 00
0022087894 05 09/01/98 0
0022087894 O 08/01/13
0
2673900 354/354 F 319,500.00 ZZ
180 317,434.00 1
3227 SIBLEY MILL COURT 6.750 2,827.29 75
6.500 2,827.29 426,000.00
MARIETTA GA 30067 5 06/29/98 00
0022088264 03 08/01/98 0
0022088264 O 07/01/13
0
2673901 354/354 F 248,000.00 ZZ
180 246,413.53 1
234 WEST DRIVE 6.875 2,211.80 68
6.625 2,211.80 367,000.00
GOLDEN CO 80403 2 06/25/98 00
0022088405 03 08/01/98 0
0022088405 O 07/01/13
0
2673902 354/354 F 241,600.00 ZZ
180 240,821.06 1
5375 CHAVERSHAM LANE 6.750 2,137.94 80
6.500 2,137.94 302,000.00
NORCROSS GA 30092 2 07/07/98 00
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0
2673903 354/354 F 276,000.00 ZZ
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6.375 2,423.27 390,000.00
1
HOUSTON TX 77004 2 07/22/98 00
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0
2673904 354/354 F 573,300.00 ZZ
180 571,491.27 1
13508 DURANT ROAD 7.000 5,152.98 70
6.750 5,152.98 819,000.00
RALEIGH NC 27614 5 07/17/98 00
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0022092654 O 08/01/13
0
2673905 354/354 F 500,000.00 ZZ
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604 LAKE COLONY POINT 6.875 4,459.28 80
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BIRMINGHAM AL 35242 1 07/14/98 00
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0
2673906 354/354 F 310,000.00 ZZ
180 309,011.29 1
8 WESTELM CIRCLE 6.875 2,764.75 80
6.625 2,764.75 387,500.00
SAN ANTONIO TX 78230 1 07/20/98 00
0022093918 03 09/01/98 0
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0
2673907 354/354 F 267,500.00 ZZ
180 266,628.19 1
225 RIDGEWOOD AVENUE 6.625 2,348.63 60
6.375 2,348.63 450,000.00
CHARLOTTE NC 28209 2 07/24/98 00
0022094130 05 09/01/98 0
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0
2673908 354/354 F 520,000.00 ZZ
180 518,323.47 1
813 ST STEPHENS GREEN 6.750 4,601.53 68
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OAK BROOK IL 60521 5 07/22/98 00
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0
1
2673909 354/354 F 447,250.00 ZZ
180 445,776.57 1
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ATLANTA GA 30306 2 07/24/98 00
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0
2673910 354/354 F 319,150.00 ZZ
180 318,121.03 1
26 SADDLEBROOK LANE 6.750 2,824.19 64
6.500 2,824.19 500,000.00
HOUSTON TX 77024 2 07/17/98 00
0022097588 03 09/01/98 0
0022097588 O 08/01/13
0
2673911 354/354 F 400,000.00 ZZ
180 398,751.68 1
8052 BELLFLOWER COURT 7.125 3,623.32 47
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NIWOT CO 80503 2 07/09/98 00
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0
2673912 354/354 F 474,000.00 ZZ
180 472,455.19 1
1346 PRAIRIE GROVE 6.625 4,161.69 72
6.375 4,161.69 660,000.00
VALLEY VIEW TX 76272 2 07/27/98 00
0022099451 03 09/01/98 0
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0
2673913 354/354 F 270,300.00 ZZ
180 268,937.90 1
262 ARAPAHOE EAST 6.875 2,410.69 68
6.625 2,410.69 400,000.00
LAKE QUIVIR KS 66106 2 07/28/98 00
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0
2673914 354/354 F 321,000.00 ZZ
180 319,965.07 1
1
2022 W 49TH STREET 6.750 2,840.56 75
6.500 2,840.56 428,000.00
MINNEAPOLIS MN 55410 5 07/21/98 00
0022101067 05 09/01/98 0
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0
2673915 354/354 F 581,000.00 ZZ
180 579,126.80 1
2023 BRIDGE LAKE DRIVE 6.750 5,141.33 69
6.500 5,141.33 850,000.00
BIRMINGHAM AL 35244 2 07/28/98 00
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0
2673916 354/354 F 255,500.00 ZZ
180 254,711.28 1
1732 HICKORY GATE 7.250 2,332.37 79
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DUNEDIN FL 34698 2 07/16/98 00
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0
2673917 354/354 F 396,500.00 ZZ
180 395,249.06 1
2434 HERMITAGE HILL LANE 7.000 3,563.86 72
6.750 3,563.86 555,000.00
ST LOUIS MO 63131 2 07/29/98 00
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0
2673918 354/354 F 616,000.00 ZZ
180 614,056.54 1
25014 PEDERNALES CANYON TRAIL 7.000 5,536.79 80
6.750 5,536.79 770,000.00
SPICEWOOD TX 78669 1 07/17/98 00
0022107676 05 09/01/98 0
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0
2673920 354/354 F 450,000.00 ZZ
180 448,549.15 1
6448 MANOR DRIVE 6.750 3,982.10 68
6.500 3,982.10 670,000.00
BURR RIDGE IL 60521 5 07/28/98 00
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1
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0
2673921 354/354 F 337,500.00 ZZ
180 336,411.87 1
242 MIDDLETON PLACE 6.750 2,986.57 75
6.500 2,986.57 450,000.00
PROSPERITY SC 29127 5 07/20/98 00
0022110597 05 09/01/98 0
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0
2673922 354/354 F 333,000.00 ZZ
180 331,926.38 1
5110 SAN FELIPE STREET 6.750 2,946.75 40
6.500 2,946.75 836,000.00
HOUSTON TX 77056 2 07/28/98 00
0022115653 06 09/01/98 0
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0
2673923 354/354 F 645,800.00 ZZ
180 643,499.90 1
74 FOX TRAIL 6.875 5,759.60 68
6.625 5,759.60 950,000.00
LINCOLNSHIRE IL 60069 2 07/20/98 00
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0
2673925 354/354 F 374,700.00 ZZ
180 371,016.17 1
32345 NORTHWEST PADGETT ROAD 6.625 3,289.84 65
6.375 3,289.84 576,500.00
HILLSBORO OR 97124 5 05/13/98 00
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0
2673926 354/354 F 250,000.00 ZZ
180 246,002.33 1
8825 NORTH FLINT WAY 7.000 2,247.07 57
6.750 2,247.07 440,000.00
PARK CITY UT 84098 2 03/31/98 00
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1
2673927 354/354 F 285,250.00 ZZ
180 281,500.44 1
6201 92ND AVENUE S.E. 6.625 2,504.48 54
6.375 2,504.48 535,000.00
MERCER ISLAND WA 98040 2 04/27/98 00
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0
2673928 354/354 F 252,000.00 ZZ
180 251,187.52 1
5100 SANIBEL COURT 6.750 2,229.98 80
6.500 2,229.98 315,000.00
PLANO TX 75093 1 07/17/98 00
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0
2673929 354/354 F 400,000.00 ZZ
180 398,696.35 1
14367 NOLEN LANE 6.625 3,511.98 71
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CHARLOTTE NC 28277 1 07/30/98 00
0022122196 03 09/01/98 0
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0
2673930 354/354 F 483,425.00 ZZ
180 481,883.17 1
5128 WATER HAVEN LANE 6.875 4,311.45 80
6.625 4,311.45 610,000.00
PLANO TX 75093 2 07/17/98 00
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0
2673931 354/354 F 284,000.00 ZZ
180 283,084.36 1
411 VANDERWALL 6.750 2,513.14 53
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PEACHTREE CITY GA 30269 2 07/15/98 00
0022128243 03 09/01/98 0
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0
2673932 354/354 F 300,000.00 ZZ
180 299,043.19 1
50 RUE FORET 6.875 2,675.56 24
6.625 2,675.56 1,260,000.00
1
LAKE FOREST IL 60045 2 07/16/98 00
0022131999 05 09/01/98 0
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0
2673933 354/354 F 410,000.00 ZZ
180 408,734.34 1
5838 JOYCE WAY 7.250 3,742.74 49
7.000 3,742.74 850,000.00
DALLAS TX 75225 2 07/21/98 00
0022133649 05 09/01/98 0
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0
2673934 354/354 F 260,000.00 ZZ
180 258,318.74 1
970 MORAGA DRIVE 6.750 2,300.77 15
6.500 2,300.77 1,750,000.00
LOS ANGELES CA 90049 2 06/04/98 00
0022134894 05 08/01/98 0
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0
2673935 354/354 F 400,000.00 T
180 396,191.91 1
57985 MULLIGAN LANE 7.000 3,595.32 59
6.750 3,595.32 682,000.00
SUNRIVER OR 97707 1 05/11/98 00
0022134928 03 07/01/98 0
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0
2673936 354/354 F 280,000.00 ZZ
180 278,208.82 1
7320 SWHUNT CLUB DRIVE 6.875 2,497.20 75
6.625 2,497.20 374,000.00
PORTLAND OR 97223 5 05/20/98 00
0022135107 05 08/01/98 0
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0
2673937 354/354 F 596,800.00 ZZ
180 594,896.58 1
1805 CLIFFVIEW DRIVER 6.875 5,322.59 80
6.625 5,322.59 746,000.00
PLANO TX 75093 2 07/29/98 00
0022135958 03 09/01/98 0
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0
1
2673938 354/354 F 288,000.00 ZZ
180 287,071.46 1
1396 ANNAPOLIS WAY 6.750 2,548.54 72
6.500 2,548.54 400,000.00
GRAYSON GA 30221 2 07/31/98 00
0022137228 03 09/01/98 0
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0
2673939 354/354 F 284,000.00 ZZ
180 283,094.21 1
1340 BENT TRAIL CIRCLE 6.875 2,532.87 64
6.625 2,532.87 445,000.00
SOUTHLAKE TX 76092 2 07/06/98 00
0022141394 03 09/01/98 0
0022141394 O 08/01/13
0
2673940 354/354 F 260,000.00 ZZ
180 257,497.97 1
502 EDGEVALE ROAD 6.875 2,318.83 80
6.625 2,318.83 325,000.00
BALTIMORE MD 21210 1 05/26/98 00
0022141915 05 07/01/98 0
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0
2673941 354/354 F 341,950.00 ZZ
180 338,623.92 1
15506 CHESDIN LAND 7.125 3,097.49 53
6.875 3,097.49 650,000.00
CHESTERFIEL VA 23838 1 02/27/98 00
0022141923 03 07/01/98 0
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0
2673942 354/354 F 487,000.00 ZZ
180 485,412.82 1
17234 E 57TH PL 6.625 4,275.83 50
6.375 4,275.83 987,000.00
BELLEVUE WA 98006 1 07/16/98 00
0022145379 05 09/01/98 0
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0
2673943 354/354 F 350,000.00 ZZ
180 348,883.72 1
1
9305 BELL MOUNTAIN DRIVE 6.875 3,121.49 54
6.625 3,121.49 650,000.00
AUSTIN TX 78730 1 07/21/98 00
0022147128 03 09/01/98 0
0022147128 O 08/01/13
0
2673944 354/354 F 450,000.00 ZZ
180 448,564.79 1
4809 NEPTUNE COURT 6.875 4,013.34 75
6.625 4,013.34 602,000.00
FLOWER MOUND TX 75028 1 08/03/98 00
0022148738 03 09/01/98 0
0022148738 O 08/01/13
0
2673945 354/354 F 275,000.00 ZZ
180 274,141.77 1
412 CRAIG CT 7.125 2,491.04 69
6.875 2,491.04 400,000.00
MT PROSPECT IL 60056 5 07/27/98 00
0022153050 05 09/01/98 0
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0
2673946 354/354 F 254,000.00 ZZ
180 252,357.53 1
16603 91ST AVENUE EAST 6.750 2,247.68 73
6.500 2,247.68 350,000.00
PUYALLUP WA 98373 2 06/04/98 00
0022161863 05 08/01/98 0
0022161863 O 07/01/13
0
2673947 354/354 F 399,000.00 ZZ
180 397,768.31 1
26 REGENT DRIVE 7.250 3,642.32 75
7.000 3,642.32 532,500.00
OAKBROOK IL 60521 5 07/29/98 00
0022163554 05 09/01/98 0
0022163554 O 08/01/13
0
2673948 354/354 F 271,200.00 ZZ
180 270,325.62 1
13502 PEBBLEBROOK DRIVE 6.750 2,399.88 80
6.500 2,399.88 339,000.00
HOUSTON TX 77079 1 07/31/98 00
0022179881 03 09/01/98 0
1
0022179881 O 08/01/13
0
2673950 354/354 F 348,000.00 ZZ
180 346,878.01 1
385 POND LANE 6.750 3,079.49 80
6.500 3,079.49 435,000.00
HARDY VA 24101 1 07/15/98 00
0026389999 05 09/01/98 0
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0
2673951 354/354 F 584,000.00 ZZ
180 580,264.13 1
841 OAKDALE RD NE 6.875 5,208.43 80
6.625 5,208.43 730,000.00
ATLANTA GA 30307 1 06/30/98 00
0026403709 05 08/01/98 0
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0
2673952 354/354 F 382,000.00 ZZ
180 378,479.25 1
17343 VIA DEL CAMPO 7.375 3,514.11 62
7.125 3,514.11 625,000.00
SAN DIEGO CA 92127 2 05/19/98 00
0026412627 03 07/01/98 0
0026412627 O 06/01/13
0
2673953 354/354 F 250,000.00 ZZ
180 249,211.25 1
3022 SEABROOK ISLAND RO 7.000 2,247.08 72
6.750 2,247.08 349,000.00
SEABROOK IS SC 29455 1 07/29/98 00
0026430892 03 09/01/98 0
0026430892 O 08/01/13
0
2673954 354/354 F 231,200.00 ZZ
180 229,704.97 1
12465 MAGNOLIA CIRCLE 6.750 2,045.92 80
6.500 2,045.92 289,000.00
ALPHARETTA GA 30005 1 06/23/98 00
0026431775 03 08/01/98 0
0026431775 O 07/01/13
0
1
2673955 354/354 F 584,000.00 ZZ
180 580,264.13 1
1731 HOBAN ROAD NW 6.875 5,208.43 80
6.625 5,208.43 730,000.00
WASHINGTON DC 20007 1 06/25/98 00
0026437665 05 08/01/98 0
0026437665 O 07/01/13
0
2673956 354/354 F 254,000.00 ZZ
180 252,392.60 1
7515 BALTUSROL LANE 7.000 2,283.03 41
6.750 2,283.03 630,000.00
CHARLOTTE NC 28210 2 06/25/98 00
0026440750 03 08/01/98 0
0026440750 O 07/01/13
0
2673957 354/354 F 369,600.00 ZZ
180 367,158.16 1
5195 VIA CARRETAS 6.500 3,219.62 80
6.250 3,219.62 462,000.00
YORBA LINDA CA 92886 1 06/22/98 00
0026460287 05 08/01/98 0
0026460287 O 07/01/13
0
2673958 354/354 F 517,000.00 ZZ
180 511,792.38 1
13 THE POINT 7.250 4,719.51 52
7.000 4,719.51 1,000,000.00
CORONADO CA 92118 2 06/24/98 00
0026461616 05 08/01/98 0
0026461616 O 07/01/13
0
2673959 354/354 F 438,000.00 ZZ
180 436,618.13 1
21105 GOLF ESTATES DR 7.000 3,936.87 76
6.750 3,936.87 578,000.00
LAYTONSVILLE MD 20882 2 07/06/98 00
0026464511 05 09/01/98 0
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0
2673960 354/354 F 438,500.00 ZZ
180 435,725.03 1
15566 SMITHFIELD PLACE 7.000 3,941.36 70
6.750 3,941.36 626,500.00
1
CENTREVILLE VA 20120 5 06/26/98 00
0026468512 05 08/01/98 0
0026468512 O 07/01/13
0
2673961 354/354 F 334,000.00 ZZ
180 331,702.39 1
124 NORTH HIGHLAND AVE 6.500 2,909.50 49
6.250 2,909.50 685,000.00
LOS ANGELES CA 90036 2 06/10/98 00
0026470690 05 08/01/98 0
0026470690 O 07/01/13
0
2673962 354/354 F 350,400.00 ZZ
180 349,282.44 1
3320 AVENIDA NIEVE 6.875 3,125.06 80
6.625 3,125.06 438,000.00
CARLSBAD CA 92009 5 07/20/98 00
0026473223 03 09/01/98 0
0026473223 O 08/01/13
0
2673963 354/354 F 296,000.00 ZZ
120 292,522.65 1
450 GUNSTON HALL DR 6.750 3,398.80 79
6.500 3,398.80 379,000.00
ALPHARETTA GA 30004 1 06/29/98 00
0026480152 03 08/01/98 0
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0
2673964 354/354 F 450,000.00 ZZ
180 447,121.33 1
912 PONTE VEDRA BLVD 6.875 4,013.35 53
6.625 4,013.35 850,000.00
PONTE VEDRA BEA FL 32082 1 06/26/98 00
0026480699 05 08/01/98 0
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0
2673965 354/354 F 405,000.00 ZZ
180 400,420.02 1
1 BAYVIEW AVENUE #9 6.500 3,527.99 68
6.250 3,527.99 600,000.00
LOS GATOS CA 95030 5 06/04/98 00
0026481093 05 08/01/98 0
0026481093 O 07/01/13
0
1
2673966 354/354 F 650,000.00 ZZ
180 645,841.92 1
72 DAPPLEGRAY LANE 6.875 5,797.06 35
6.625 5,797.06 1,900,000.00
ROLLING HILL ES CA 90274 5 06/24/98 00
0026484352 05 08/01/98 0
0026484352 O 07/01/13
0
2673967 354/354 F 425,000.00 ZZ
180 423,644.51 1
17505 SIR GALAHAD WAY 6.875 3,790.39 46
6.625 3,790.39 925,000.00
ASHTON MD 20861 1 07/13/98 00
0026497057 05 09/01/98 0
0026497057 O 08/01/13
0
2673968 354/354 F 392,000.00 T
180 389,492.36 1
136 SEA EIDER COURT 6.875 3,496.07 80
6.625 3,496.07 490,000.00
KITTY HAWK NC 27949 1 07/02/98 00
0026498568 03 08/01/98 0
0026498568 O 07/01/13
0
2673969 354/354 F 650,000.00 ZZ
180 645,930.91 1
1106 LANGLEY LANE 7.125 5,887.90 64
6.875 5,887.90 1,031,000.00
MCLEAN VA 22101 2 06/25/98 00
0026500181 05 08/01/98 0
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0
2673970 354/354 F 299,500.00 T
180 298,585.50 1
8 LOOKOUT ROAD 7.375 2,755.18 78
7.125 2,755.18 385,000.00
HILTON HEAD ISL SC 29928 2 07/02/98 00
0026508937 03 09/01/98 0
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0
2673971 354/354 F 333,750.00 ZZ
180 332,708.42 1
1
421 GRAYLYN PLACE 7.125 3,023.22 75
6.875 3,023.22 445,000.00
FAYETTEVILL NC 28314 5 07/09/98 00
0026516898 05 09/01/98 0
0026516898 O 08/01/13
0
2673972 354/354 F 350,000.00 ZZ
180 345,676.82 1
41621 MISSION CREEK DRIVE 6.500 3,048.88 54
6.250 3,048.88 650,000.00
FREMONT CA 94539 5 06/04/98 00
0026517078 05 08/01/98 0
0026517078 O 07/01/13
0
2673973 354/354 F 249,000.00 ZZ
180 248,214.41 1
2355 CANYON VISTA DRIVE 7.000 2,238.09 70
6.750 2,238.09 360,000.00
FALLBROOK CA 92028 2 07/10/98 00
0026522334 05 09/01/98 0
0026522334 O 08/01/13
0
2673974 354/354 F 642,000.00 ZZ
180 639,884.99 1
511 STARMONT COURT 6.500 5,592.51 45
6.250 5,592.51 1,450,000.00
DANVILLE CA 94526 2 07/16/98 00
0026522953 05 09/01/98 0
0026522953 O 08/01/13
0
2673975 354/354 F 412,000.00 ZZ
180 409,364.43 1
200 BAYBERRY RUN 6.875 3,674.44 80
6.625 3,674.44 515,000.00
FAIRBURN GA 30213 2 06/19/98 00
0026523860 03 08/01/98 0
0026523860 O 07/01/13
0
2673976 354/354 F 472,000.00 ZZ
180 470,445.04 1
28328 PASEO MICHELL 6.500 4,111.63 58
6.250 4,111.63 825,000.00
SAN JUAN CAPIST CA 92675 2 07/20/98 00
0026524595 05 09/01/98 0
1
0026524595 O 08/01/13
0
2673977 354/354 F 450,000.00 ZZ
180 447,034.19 1
138 LOCH LOMOND 6.875 4,013.35 79
6.625 4,013.35 574,950.00
RANCHO MIRAGE CA 92270 1 06/03/98 00
0026524892 03 08/01/98 0
0026524892 O 07/01/13
0
2673978 354/354 F 283,000.00 ZZ
180 282,116.80 1
174 LA VERNE AVENUE 7.125 2,563.51 73
6.875 2,563.51 390,000.00
LONG BEACH CA 90803 2 07/01/98 00
0026526889 05 09/01/98 0
0026526889 O 08/01/13
0
2673980 354/354 F 397,000.00 ZZ
180 395,761.04 1
81 BREVENSVILLE DRIVE 7.125 3,596.15 80
6.875 3,596.15 496,664.00
SAN RAMON CA 94583 1 07/01/98 00
0026535658 05 09/01/98 0
0026535658 O 08/01/13
0
2673981 354/354 F 294,000.00 ZZ
180 293,082.48 1
2905 HAMPTON CIRCLE EAST 7.125 2,663.15 80
6.875 2,663.15 367,500.00
DELRAY BEACH FL 33445 1 07/17/98 00
0026535781 03 09/01/98 0
0026535781 O 08/01/13
0
2673982 354/354 F 300,000.00 ZZ
180 298,060.10 1
2007 YACHT VINDEX 6.750 2,654.73 55
6.500 2,654.73 550,000.00
NEWPORT BEA CA 92660 5 06/25/98 00
0026536763 03 08/01/98 0
0026536763 O 07/01/13
0
1
2673983 354/354 F 371,250.00 ZZ
180 368,426.39 1
4116 KROLOP ROAD 6.500 3,233.99 75
6.250 3,233.99 495,000.00
CASTRO VALL CA 94546 5 06/12/98 00
0026536888 05 08/01/98 0
0026536888 O 07/01/13
0
2673984 354/354 F 288,000.00 ZZ
180 286,953.97 1
650 DOESKIN TRAIL 6.750 2,548.54 51
6.500 2,548.54 575,000.00
SANTA MARIA CA 93455 2 07/16/98 00
0026538322 03 09/01/98 0
0026538322 O 08/01/13
0
2673985 354/354 F 307,800.00 ZZ
120 306,033.87 1
1308 38TH STREET 7.125 3,593.69 54
6.875 3,593.69 575,000.00
SACRAMENTO CA 95816 2 07/20/98 00
0026540385 05 09/01/98 0
0026540385 O 08/01/08
0
2673986 354/354 F 570,000.00 ZZ
180 568,162.26 1
1894 DRY CREEK RD 6.750 5,043.99 75
6.500 5,043.99 760,000.00
SAN JOSE CA 95124 5 07/01/98 00
0026540674 05 09/01/98 0
0026540674 O 08/01/13
0
2673987 354/354 F 348,000.00 ZZ
180 346,865.83 1
242 SOUTH PECK DRIV 6.625 3,055.42 29
6.375 3,055.42 1,200,000.00
BEVERLY HIL CA 90212 2 07/02/98 00
0026542506 05 09/01/98 0
0026542506 O 08/01/13
0
2673988 354/354 F 385,000.00 ZZ
180 383,798.48 1
356 44TH AVENUE NW 7.125 3,487.46 69
6.875 3,487.46 560,000.00
1
HICKORY NC 28601 2 07/13/98 00
0026548487 05 09/01/98 0
0026548487 O 08/01/13
0
2673989 354/354 F 245,000.00 ZZ
180 243,415.75 1
3392 MCLAUGHLIN AVENUE 6.750 2,168.03 70
6.500 2,168.03 350,000.00
LOS ANGELES CA 90066 2 06/26/98 00
0026552380 05 08/01/98 0
0026552380 O 07/01/13
0
2673990 354/354 F 295,000.00 ZZ
180 293,173.18 1
18904 MT CASTILE CIRCLE 7.250 2,692.95 65
7.000 2,692.95 460,000.00
FOUNTAIN VALLEY CA 92708 2 06/25/98 00
0026555243 05 08/01/98 0
0026555243 O 07/01/13
0
2673991 354/354 F 384,000.00 ZZ
180 381,622.04 1
6972 SE HARBOR CIRCLE 7.250 3,505.40 34
7.000 3,505.40 1,150,000.00
STUART FL 34996 2 06/25/98 00
0026557421 03 08/01/98 0
0026557421 O 07/01/13
0
2673992 354/354 F 414,000.00 ZZ
180 410,338.60 1
1050 NORTH PECK AVENUE 6.875 3,692.28 55
6.625 3,692.28 755,000.00
MANHATTAN BEACH CA 90266 2 07/07/98 00
0026558627 05 09/01/98 0
0026558627 O 08/01/13
0
2673993 354/354 F 250,000.00 T
180 249,228.26 1
9119 PINNACLE COURT 7.250 2,282.16 69
7.000 2,282.16 363,000.00
NAPLES FL 34113 2 07/15/98 00
0026558783 03 09/01/98 0
0026558783 O 08/01/13
0
1
2673994 354/354 F 445,000.00 ZZ
180 441,668.66 1
20828 PACIFIC COAST 7.000 3,999.79 67
6.750 3,999.79 670,000.00
MALIBU CA 90265 2 06/25/98 00
0026559161 05 08/01/98 0
0026559161 O 07/01/13
0
2673995 354/354 F 346,000.00 ZZ
180 344,896.47 1
28028 BALKINS DRIVE 6.875 3,085.82 47
6.625 3,085.82 750,000.00
AGOURA HILL CA 91301 2 07/13/98 00
26559450 05 09/01/98 0
26559450 O 08/01/13
0
2673996 354/354 F 255,000.00 ZZ
180 253,437.97 1
7837 PASEO SANTA CRUZ 7.375 2,345.81 59
7.125 2,345.81 435,000.00
PLEASANTON CA 94566 2 06/25/98 00
0026561928 05 08/01/98 0
0026561928 O 07/01/13
0
2673997 354/354 F 345,000.00 ZZ
180 340,899.66 1
884 NORFOLK PINE AVENUE 6.875 3,076.90 54
6.625 3,076.90 640,000.00
SUNNYVALE CA 94087 2 07/09/98 00
0026566687 05 09/01/98 0
0026566687 O 08/01/13
0
2673998 354/354 F 330,000.00 ZZ
180 328,958.86 1
2630 WINROW COURT 7.000 2,966.14 77
6.750 2,966.14 430,000.00
ROWLAND HEIGHTS CA 91748 2 07/03/98 00
0026569145 05 09/01/98 0
0026569145 O 08/01/13
0
2673999 354/354 F 345,000.00 ZZ
180 343,887.69 1
1
19202 SIERRA ISABELLE ROAD 6.750 3,052.94 63
6.500 3,052.94 550,000.00
IRVINE CA 92715 5 07/22/98 00
0026578393 03 09/01/98 0
0026578393 O 08/01/13
0
2674000 354/354 F 360,000.00 ZZ
180 358,851.82 1
24807 AVENIDA ASOLEADA 6.875 3,210.68 50
6.625 3,210.68 725,000.00
CALABASAS CA 91302 5 07/02/98 00
0026578781 03 09/01/98 0
0026578781 O 08/01/13
0
2674001 354/354 F 249,500.00 ZZ
180 248,695.59 1
3740 NEWHAVEN ROAD 6.750 2,207.85 60
6.500 2,207.85 420,000.00
PASADENA CA 91107 2 07/09/98 00
0026582288 05 09/01/98 0
0026582288 O 08/01/13
0
2674002 354/354 F 296,000.00 ZZ
180 294,085.95 1
21 CYPRESS TREE LANE 6.750 2,619.34 71
6.500 2,619.34 420,000.00
IRVINE CA 92612 2 06/25/98 00
0026589747 03 08/01/98 0
0026589747 O 07/01/13
0
2674003 354/354 F 249,000.00 ZZ
180 248,197.20 1
15464 BORGES DRIVE 6.750 2,203.43 78
6.500 2,203.43 320,000.00
MOORPARK CA 93021 2 07/14/98 00
0026589820 03 09/01/98 0
0026589820 O 08/01/13
0
2674004 354/354 F 265,000.00 ZZ
180 264,163.93 1
1122 BARTLETT CREEK COURT 7.000 2,381.90 51
6.750 2,381.90 525,000.00
SAN JOSE CA 95120 5 07/01/98 00
0026591107 05 09/01/98 0
1
0026591107 O 08/01/13
0
2674005 354/354 F 470,000.00 ZZ
180 468,500.99 1
1189 STARLING VIEW DRIVE 6.875 4,191.72 70
6.625 4,191.72 671,900.00
SAN JOSE CA 95120 1 07/08/98 00
0026594911 05 09/01/98 0
0026594911 O 08/01/13
0
2674006 354/354 F 272,000.00 ZZ
180 271,132.48 1
2828 EUROPA DRIVE 6.875 2,425.85 80
6.625 2,425.85 340,000.00
COSTA MESA CA 92626 1 07/08/98 00
0026597476 05 09/01/98 0
0026597476 O 08/01/13
0
2674007 354/354 F 278,400.00 ZZ
180 277,492.66 1
308 BENNET PLACE 6.625 2,444.34 80
6.375 2,444.34 348,000.00
CLAREMONT CA 91711 2 07/23/98 00
0026597773 03 09/01/98 0
0026597773 O 08/01/13
0
2674008 354/354 F 324,000.00 ZZ
180 322,966.64 1
107 COUNTRY CLUB DRIVE 6.875 2,889.61 80
6.625 2,889.61 405,000.00
BURBANK CA 91501 2 07/06/98 00
0026603324 05 09/01/98 0
0026603324 O 08/01/13
0
2674009 354/354 F 593,000.00 ZZ
180 590,959.17 1
40 MONTCLAIRE DRIVE 7.000 5,330.06 64
6.750 5,330.06 930,000.00
FREMONT CA 94539 2 07/01/98 00
0026604330 05 09/01/98 0
0026604330 O 08/01/13
0
1
2674010 354/354 F 500,000.00 ZZ
180 498,422.52 1
1016 SANDPIPER DRIVE 7.000 4,494.15 63
6.750 4,494.15 800,000.00
NEWPORT BEACH CA 92625 2 07/03/98 00
0026604355 05 09/01/98 0
0026604355 O 08/01/13
0
2674011 354/354 F 287,000.00 ZZ
180 286,084.64 1
3615 BUCHANAN STREET 6.875 2,559.63 65
UNIT: 304 6.625 2,559.63 445,000.00
SAN FRANCISCO CA 94123 2 07/22/98 00
0026607556 01 09/01/98 0
0026607556 O 08/01/13
0
2674012 354/354 F 572,000.00 ZZ
180 568,340.89 1
218 HILLSDALE WAY 6.875 5,101.41 67
6.625 5,101.41 862,000.00
REDWOOD CITY CA 94062 2 06/29/98 00
0026608216 05 08/01/98 0
0026608216 O 07/01/13
0
2674013 354/354 F 276,000.00 ZZ
180 275,119.73 1
77 VIRGINIA ROAD 6.875 2,461.52 80
6.625 2,461.52 345,000.00
ARCADIA CA 91006 2 07/21/98 00
0026610063 05 09/01/98 0
0026610063 O 08/01/13
0
2674014 354/354 F 433,000.00 ZZ
180 431,619.00 1
129 BAY VIEW AVENUE 6.875 3,861.73 56
6.625 3,861.73 780,000.00
BELVEDERE CA 94920 2 07/01/98 00
0026610980 05 09/01/98 0
0026610980 O 08/01/13
0
2674015 354/354 F 320,000.00 ZZ
180 316,739.02 1
690 GLEN COURT 6.875 2,853.94 73
6.625 2,853.94 440,000.00
1
MILPITAS CA 95035 2 06/24/98 00
0026613356 05 08/01/98 0
0026613356 O 07/01/13
0
2674016 354/354 F 546,000.00 ZZ
180 544,258.60 1
1 PASEO LINARES 6.875 4,869.53 73
6.625 4,869.53 750,000.00
MORAGA CA 94556 2 07/07/98 00
0026617282 05 09/01/98 0
0026617282 O 08/01/13
0
2674017 354/354 F 285,000.00 ZZ
180 284,061.09 1
3703 SEAHORN DRIVE 6.500 2,482.66 44
6.250 2,482.66 650,000.00
MALIBU CA 90265 2 07/01/98 00
0026621680 05 09/01/98 0
0026621680 O 08/01/13
0
2674018 354/354 F 625,000.00 ZZ
180 622,940.99 1
4246 CASTERSON COURT 6.500 5,444.43 60
6.250 5,444.43 1,050,000.00
PLEASANTON CA 94566 2 07/02/98 00
0026622712 03 09/01/98 0
0026622712 O 08/01/13
0
2674019 354/354 F 373,500.00 ZZ
180 372,282.72 1
353 SOUTH HIGHLAND AVENUE 6.625 3,279.31 75
6.375 3,279.31 498,000.00
LOS ANGELES CA 90036 5 07/03/98 00
0026629063 05 09/01/98 0
0026629063 O 08/01/13
0
2674020 354/354 F 285,000.00 ZZ
180 284,071.15 1
399 OAK PARK DRIVE 6.625 2,502.29 68
6.375 2,502.29 425,000.00
SAN FRANCISCO CA 94131 2 07/01/98 00
0026630459 05 09/01/98 0
0026630459 O 08/01/13
0
1
2674021 354/354 F 348,000.00 ZZ
180 346,890.09 1
3220 SHELBY DRIVE 6.875 3,103.66 67
6.625 3,103.66 525,000.00
LOS ANGELES CA 90034 2 07/15/98 00
0026631069 05 09/01/98 0
0026631069 O 08/01/13
0
2674022 354/354 F 280,000.00 ZZ
180 279,087.44 1
4281 MARBLE RIDGE ROAD 6.625 2,458.39 77
6.375 2,458.39 365,000.00
SHINGLE SPRINGS CA 95682 5 07/09/98 00
0026631358 05 09/01/98 0
0026631358 O 08/01/13
0
2674023 354/354 F 277,000.00 ZZ
180 276,126.07 1
112 ROSS CREEK COURT 7.000 2,489.76 53
6.750 2,489.76 525,000.00
LOS GATOS CA 95032 2 07/07/98 00
0026640631 05 09/01/98 0
0026640631 O 08/01/13
0
2674024 354/354 F 340,000.00 ZZ
180 334,879.90 1
951 SPENCER WAY 6.500 2,961.77 40
6.250 2,961.77 855,000.00
LOS ALTOS CA 94024 2 07/02/98 00
0026641621 05 09/01/98 0
0026641621 O 08/01/13
0
2674025 354/354 F 365,000.00 ZZ
180 362,024.34 1
928 SPRINGWOOD LANE 6.875 3,255.27 77
6.625 3,255.27 475,000.00
ENCINITAS CA 92024 2 07/13/98 00
0026642470 05 09/01/98 0
0026642470 O 08/01/13
0
2674026 354/354 F 464,000.00 ZZ
180 462,520.12 1
1
1639 BEACH STREET 6.875 4,138.21 65
6.625 4,138.21 715,000.00
SAN FRANCISCO CA 94123 5 07/09/98 00
0026648808 05 09/01/98 0
0026648808 O 08/01/13
0
2674027 354/354 F 278,000.00 ZZ
180 276,905.83 1
734 TURQUOISE DRIVE 6.500 2,421.68 80
6.250 2,421.68 348,000.00
HERCULES CA 94547 2 07/01/98 00
0026649426 05 09/01/98 0
0026649426 O 08/01/13
0
2674028 354/354 F 440,700.00 ZZ
180 439,248.15 1
311 EL CERRITO AVENUE 6.500 3,838.98 62
6.250 3,838.98 720,000.00
PIEDMONT CA 94611 2 07/27/98 00
0026654590 05 09/01/98 0
0026654590 O 08/01/13
0
2674029 354/354 F 340,000.00 ZZ
180 338,879.90 1
10148 CASS PLACE 6.500 2,961.77 46
6.250 2,961.77 750,000.00
CUPERTINO CA 95014 2 07/02/98 00
0026654863 05 09/01/98 0
0026654863 O 08/01/13
0
2674030 354/354 F 303,000.00 ZZ
180 301,044.05 1
2718 STARBIRD DRIVE 7.000 2,723.45 74
6.750 2,723.45 410,000.00
COSTA MESA CA 92626 5 07/09/98 00
0026671008 05 09/01/98 0
0026671008 O 08/01/13
0
2674031 354/354 F 385,000.00 ZZ
180 383,772.09 1
13621 SPRINGHILL COURT 6.875 3,433.64 49
6.625 3,433.64 800,000.00
SARATOGA CA 95070 2 07/09/98 00
0026677625 05 09/01/98 0
1
0026677625 O 08/01/13
0
2674032 354/354 F 400,000.00 ZZ
180 398,738.01 1
79 WEST CLAY STREET 7.000 3,595.32 36
6.750 3,595.32 1,125,000.00
SAN FRANCISCO CA 94121 5 07/13/98 00
0026677880 05 09/01/98 0
0026677880 O 08/01/13
0
2674033 354/354 F 320,000.00 ZZ
180 318,979.39 1
13655 WINSTANLEY WAY 6.875 2,853.94 50
6.625 2,853.94 650,000.00
SAN DIEGO CA 92130 2 07/21/98 00
0026678268 03 09/01/98 0
0026678268 O 08/01/13
0
2674034 354/354 F 368,000.00 ZZ
180 366,813.53 1
11690 LAUREL CREST DRIVE 6.750 3,256.47 61
6.500 3,256.47 610,000.00
STUDIO CITY CA 91604 1 07/10/98 00
0026678763 05 09/01/98 0
0026678763 O 08/01/13
0
2674035 354/354 F 285,000.00 ZZ
180 284,100.83 1
7917 FESTIVAL COURT 7.000 2,561.67 54
6.750 2,561.67 534,000.00
CUPERTINO CA 95014 2 07/08/98 00
0026684118 05 09/01/98 0
0026684118 O 08/01/13
0
2674036 354/354 F 575,000.00 ZZ
180 573,146.15 1
4037 SAN REMO WAY 6.750 5,088.23 50
6.500 5,088.23 1,150,000.00
TARZANA CA 91356 2 07/22/98 00
0026684316 05 09/01/98 0
0026684316 O 08/01/13
0
1
2674037 354/354 F 370,000.00 ZZ
180 368,819.92 1
849 WEST COVE WAY 6.875 3,299.87 70
6.625 3,299.87 536,000.00
SACRAMENTO CA 95831 2 07/13/98 00
0026685974 03 09/01/98 0
0026685974 O 08/01/13
0
2674038 354/354 F 400,000.00 ZZ
180 398,710.36 1
470 DENSLOW AVENUE 6.750 3,539.64 69
6.500 3,539.64 580,000.00
LOS ANGELES CA 90049 2 07/16/98 00
0026695809 05 09/01/98 0
0026695809 O 08/01/13
0
2674039 354/354 F 261,000.00 ZZ
180 260,167.57 1
15034 RIDGEVIEW COURT 6.875 2,327.74 78
6.625 2,327.74 335,000.00
CHINO HILLS CA 91709 2 07/28/98 00
0026708388 05 09/01/98 0
0026708388 O 08/01/13
0
2674040 354/354 F 312,000.00 ZZ
180 311,004.91 1
1608 SOUTH 6TH AVENUE 6.875 2,782.59 80
6.625 2,782.59 390,000.00
ARCADIA CA 91006 1 07/20/98 00
0026711275 05 09/01/98 0
0026711275 O 08/01/13
0
2674041 354/354 F 400,000.00 ZZ
180 398,710.36 1
1327 ASHLAND AVENUE 6.750 3,539.64 62
6.500 3,539.64 650,400.00
SANTA MONICA CA 90405 2 07/24/98 00
0026718387 05 09/01/98 0
0026718387 O 08/01/13
0
2674042 354/354 F 430,000.00 ZZ
180 428,628.56 1
17321 PARKSIDE COURT 6.875 3,834.98 50
6.625 3,834.98 860,000.00
1
MONTE SERENO CA 95030 2 07/16/98 00
0026724534 05 09/01/98 0
0026724534 O 08/01/13
0
2674043 354/354 F 450,000.00 ZZ
180 448,580.27 1
8140 EAST OXLEY COURT 7.000 4,044.73 60
6.750 4,044.73 750,000.00
ANAHEIM CA 92808 2 07/23/98 00
0026736561 01 09/01/98 0
0026736561 O 08/01/13
0
2674044 354/354 F 310,000.00 ZZ
180 309,000.53 1
3717 EAST MANDEVILLE PLACE 6.750 2,743.22 35
6.500 2,743.22 900,000.00
ORANGE CA 92867 2 07/24/98 00
0026736967 03 09/01/98 0
0026736967 O 08/01/13
0
2674045 354/354 F 285,000.00 ZZ
180 284,081.13 1
147 ELSIE STREET 6.750 2,522.00 52
6.500 2,522.00 550,000.00
SAN FRANCISCO CA 94110 5 07/27/98 00
0026742999 05 09/01/98 0
0026742999 O 08/01/13
0
2674046 354/354 F 288,000.00 ZZ
180 286,091.37 1
7616 MARINA COVE DRIVE 7.000 2,588.63 60
6.750 2,588.63 488,000.00
SACRAMENTO CA 95831 2 07/20/98 00
0026745679 05 09/01/98 0
0026745679 O 08/01/13
0
2674047 354/354 F 315,000.00 ZZ
180 313,597.13 1
806 SAN LUIS ROAD 6.750 2,787.47 69
6.500 2,787.47 460,000.00
BERKELEY CA 94707 2 07/29/98 00
0026748699 05 09/01/98 0
0026748699 O 08/01/13
0
1
2674048 354/354 F 380,900.00 ZZ
180 379,671.93 1
1305 GREENWOOD AVENUE 6.750 3,370.63 51
6.500 3,370.63 755,000.00
PALO ALTO CA 94301 2 07/27/98 00
0026748954 05 09/01/98 0
0026748954 O 08/01/13
0
2674049 354/354 F 420,000.00 ZZ
180 418,645.88 1
19465 MILLER COURT 6.750 3,716.62 58
6.500 3,716.62 729,000.00
SARATOGA CA 95070 2 07/27/98 00
0026763342 05 09/01/98 0
0026763342 O 08/01/13
0
2674226 286/286 F 146,000.00 ZZ
180 145,544.36 1
738 BANBURY 7.125 1,322.52 49
6.875 1,322.52 300,700.00
MUNDELEIN IL 60060 2 07/27/98 00
0008717526 05 09/01/98 0
0008717526 O 08/01/13
0
2674227 286/286 F 412,500.00 ZZ
180 408,572.92 1
2226 CHEROKEE BLVD 7.000 3,707.67 75
6.750 3,707.67 550,000.00
KNOXVILLE TN 37919 2 05/15/98 00
0008973002 05 07/01/98 0
0008973002 O 06/01/13
0
2674228 286/286 F 468,000.00 ZZ
180 461,913.36 1
106 PEBBLESTUMP POINT 6.750 4,141.38 84
6.500 4,141.38 560,000.00
PEACHTREE CITY GA 30269 2 04/28/98 11
0008997721 05 06/01/98 22
0008997721 O 05/01/13
0
2674229 286/286 F 304,000.00 ZZ
180 302,055.30 1
1
1311 VALLEY RESERVE DR 6.875 2,711.24 80
6.625 2,711.24 380,000.00
KENNESAW GA 30152 2 07/01/98 00
0008998225 03 08/01/98 0
0008998225 O 07/01/13
0
2674230 286/286 F 350,000.00 ZZ
180 347,832.58 1
4208 WALNUT CREEK LN 7.250 3,195.03 62
7.000 3,195.03 570,000.00
SANDUSKY OH 44870 2 06/15/98 00
0009023311 05 08/01/98 0
0009023311 O 07/01/13
0
2674231 286/286 F 357,000.00 ZZ
180 355,849.00 1
1690 BERKSHIRE RD 6.750 3,159.13 38
6.500 3,159.13 940,000.00
GATES MILLS OH 44040 2 07/15/98 00
0009027815 05 09/01/98 0
0009027815 O 08/01/13
0
2674232 286/286 F 500,000.00 ZZ
180 496,903.70 1
3 PRIMROSE LN 7.250 4,564.32 24
7.000 4,564.32 2,100,000.00
NANTUCKET MA 02554 2 06/30/98 00
0009036618 05 08/01/98 0
0009036618 O 07/01/13
0
2674233 286/286 F 412,000.00 ZZ
180 410,700.15 1
3655 SANCTUARY DR 7.000 3,703.18 80
6.750 3,703.18 515,000.00
AKRON OH 44333 1 07/10/98 00
0009050704 05 09/01/98 0
0009050704 O 08/01/13
0
2674653 696/G01 F 245,000.00 ZZ
180 245,000.00 1
3 BIG TREE COURT 7.250 2,236.51 70
7.000 2,236.51 350,000.00
ROCKVILLE MD 20854 2 08/24/98 00
0430995423 03 10/01/98 0
1
3018208 O 09/01/13
0
TOTAL NUMBER OF LOANS : 787
TOTAL ORIGINAL BALANCE : 257,827,959.40
TOTAL PRINCIPAL BALANCE : 256,265,006.90
TOTAL ORIGINAL P+I : 2,327,125.16
TOTAL CURRENT P+I : 2,327,125.16
***************************
* END OF REPORT *
***************************
1
RUN ON : 09/22/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.34.41 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1998-S22 CUTOFF : 09/01/98
POOL : 0004325
:
:
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
------------------------------------------------------------------------
1705327 .2500
407,923.55 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1709131 .2500
931,945.20 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1722231 .2500
284,100.84 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1726659 .2500
602,480.71 .0800
7.3750 .0000
7.1250 .0000
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2673944 .2500
448,564.79 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2673945 .2500
274,141.77 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2673946 .2500
252,357.53 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2673947 .2500
397,768.31 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
2673948 .2500
270,325.62 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2673950 .2500
346,878.01 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2673951 .2500
580,264.13 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2673952 .2500
378,479.25 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2673953 .2500
249,211.25 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2673954 .2500
229,704.97 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2673955 .2500
580,264.13 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2673956 .2500
252,392.60 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
2673957 .2500
367,158.16 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2673958 .2500
511,792.38 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2673959 .2500
436,618.13 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2673960 .2500
435,725.03 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2673961 .2500
331,702.39 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2673962 .2500
349,282.44 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2673963 .2500
292,522.65 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2673964 .2500
447,121.33 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
2673965 .2500
400,420.02 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2673966 .2500
645,841.92 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2673967 .2500
423,644.51 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2673968 .2500
389,492.36 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2673969 .2500
645,930.91 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2673970 .2500
298,585.50 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2673971 .2500
332,708.42 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2673972 .2500
345,676.82 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
2673973 .2500
248,214.41 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2673974 .2500
639,884.99 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2673975 .2500
409,364.43 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2673976 .2500
470,445.04 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2673977 .2500
447,034.19 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2673978 .2500
282,116.80 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2673980 .2500
395,761.04 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2673981 .2500
293,082.48 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
2673982 .2500
298,060.10 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2673983 .2500
368,426.39 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2673984 .2500
286,953.97 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2673985 .2500
306,033.87 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2673986 .2500
568,162.26 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2673987 .2500
346,865.83 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2673988 .2500
383,798.48 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2673989 .2500
243,415.75 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
2673990 .2500
293,173.18 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2673991 .2500
381,622.04 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2673992 .2500
410,338.60 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2673993 .2500
249,228.26 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2673994 .2500
441,668.66 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2673995 .2500
344,896.47 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2673996 .2500
253,437.97 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2673997 .2500
340,899.66 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
2673998 .2500
328,958.86 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2673999 .2500
343,887.69 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674000 .2500
358,851.82 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674001 .2500
248,695.59 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674002 .2500
294,085.95 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674003 .2500
248,197.20 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674004 .2500
264,163.93 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2674005 .2500
468,500.99 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
2674006 .2500
271,132.48 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674007 .2500
277,492.66 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2674008 .2500
322,966.64 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674009 .2500
590,959.17 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2674010 .2500
498,422.52 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2674011 .2500
286,084.64 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674012 .2500
568,340.89 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674013 .2500
275,119.73 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
2674014 .2500
431,619.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674015 .2500
316,739.02 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674016 .2500
544,258.60 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674017 .2500
284,061.09 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2674018 .2500
622,940.99 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2674019 .2500
372,282.72 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2674020 .2500
284,071.15 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2674021 .2500
346,890.09 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
2674022 .2500
279,087.44 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2674023 .2500
276,126.07 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2674024 .2500
334,879.90 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2674025 .2500
362,024.34 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674026 .2500
462,520.12 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674027 .2500
276,905.83 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2674028 .2500
439,248.15 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2674029 .2500
338,879.90 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
2674030 .2500
301,044.05 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2674031 .2500
383,772.09 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674032 .2500
398,738.01 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2674033 .2500
318,979.39 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674034 .2500
366,813.53 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674035 .2500
284,100.83 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2674036 .2500
573,146.15 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674037 .2500
368,819.92 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
2674038 .2500
398,710.36 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674039 .2500
260,167.57 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674040 .2500
311,004.91 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674041 .2500
398,710.36 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674042 .2500
428,628.56 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2674043 .2500
448,580.27 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2674044 .2500
309,000.53 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674045 .2500
284,081.13 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
2674046 .2500
286,091.37 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2674047 .2500
313,597.13 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674048 .2500
379,671.93 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674049 .2500
418,645.88 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674226 .2500
145,544.36 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2674227 .2500
408,572.92 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2674228 .2500
461,913.36 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674229 .2500
302,055.30 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
2674230 .2500
347,832.58 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2674231 .2500
355,849.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674232 .2500
496,903.70 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2674233 .2500
410,700.15 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2674653 .2500
245,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
TOTAL NUMBER OF LOANS: 787
TOTAL BALANCE........: 256,265,006.90
1
RUN ON : 09/22/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.34.41 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1998-S22 FIXED SUMMARY REPORT CUTOFF : 09/01/98
POOL : 0004325
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------
CURR NOTE RATE 6.9592 6.0000 7.8750
RFC NET RATE 6.7092 5.7500 7.6250
NET MTG RATE(INVSTR RATE) 6.6425 5.7200 7.5450
POST STRIP RATE 6.4715 5.7200 6.5000
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0666 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .1710 .0000 1.0450
TOTAL NUMBER OF LOANS: 787
TOTAL BALANCE........: 256,265,006.90
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this _________
day of _______, 19____, by and between Residential Funding Corporation, its
successors and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or
service Loans for, Residential Funding, and Residential Funding desires to
purchase Loans from the Seller/Servicer and/or have the Seller/Servicer service
various of its Loans, pursuant to the terms of this Contract and the Residential
Funding Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
(1) Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the Guides.
All provisions of the Guides are incorporated by reference into and made a part
of this Contract, and shall be binding upon the parties; provided, however, that
the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for
Residential Funding only if and for so long as it shall have been authorized to
do so by Residential Funding in writing. Specific reference in this Contract to
particular -------- ------- provisions of the Guides and not to other provisions
does not mean that those provisions of the Guides not specifically cited in this
Contract are not applicable. All terms used herein shall have the same meanings
as such terms have in the Guides, unless the context clearly requires otherwise.
(2) Amendments.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
(3) Representations and Warranties.
(A) Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
(i) Each party is duly organized, validly existing, and in good standing
under the laws of its jurisdiction of organization, is qualified, if necessary,
to do business and in good standing in each jurisdiction in which it is required
to be so qualified, and has the requisite power and authority to enter into this
Contract and all other agreements which are contemplated by this Contract and to
carry out its obligations hereunder and under the Guides and under such other
agreements.
(ii) This Contract has been duly authorized, executed and delivered by each
party and constitutes a valid and legally binding agreement of each party
enforceable in accordance with its terms.
(iii) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either party, that could affect
the validity or prospective validity of this Contract.
(iv) Insofar as its capacity to carry out any obligation under this
Contract is concerned, neither party is in violation of any charter, articles of
incorporation, bylaws, mortgage, indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or regulation and none of the foregoing
adversely affects its capacity to fulfill any of its obligations under this
Contract. Its execution of, and performance pursuant to, this Contract will not
result in a violation of any of the foregoing.
(B) Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by
the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the representations, warranties and covenants set forth in
the Guides and, upon request, agrees to deliver to Residential Funding the
certified Resolution of Board of Directors which authorizes the execution and
delivery of this Contract.
(4) Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall
occur, Residential Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
(5) Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
(6) Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior
Seller Contracts or Servicer Contracts between the parties except that any
subservicing agreement executed by the Seller/Servicer in connection with any
loan-security exchange transaction shall not be affected.
(7) Assignment.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
(8) Notices.
All notices, requests, demands or other communications that are to
be given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate
address or telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (_____) _____-________
(9) Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any
state or federal court located in Hennepin County, Minnesota, over any action,
suit or proceeding to enforce or defend any right under this Contract or
otherwise arising from any loan sale or servicing relationship existing in
connection with this Contract, and each of the parties irrevocably agrees that
all claims in respect of any such action or proceeding may be heard or
determined in such state or federal court. Each of the parties irrevocably
waives the defense of an inconvenient forum to the maintenance of any such
action or proceeding and any other substantive or procedural rights or remedies
it may have with respect to the maintenance of any such action or proceeding in
any such forum. Each of the parties agrees that a final judgment in any such
action or proceeding shall be conclusive and may be enforced in any other
jurisdiction by suit on the judgment or in any other manner provided by law.
Each of the parties further agrees not to institute any legal actions or
proceedings against the other party or any director, officer, employee,
attorney, agent or property of the other party, arising out of or relating to
this Contract in any court other than as hereinabove specified in this paragraph
9.
(10) Miscellaneous.
This Contract, including all documents incorporated by reference
herein, constitutes the entire understanding between the parties hereto and
supersedes all other agreements, covenants, representations, warranties,
understandings and communications between the parties, whether written or oral,
with respect to the transactions contemplated by this Contract. All paragraph
headings contained herein are for convenience only and shall not be construed as
part of this Contract. Any provision of this Contract that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction, and, to this end, the provisions hereof are
severable. This Contract shall be governed by, and construed and enforced in
accordance with, applicable federal laws and the laws of the State of Minnesota.
DOCSNY1:496491.4
6863-350 DM2 G-1
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the
Seller/Servicer and Residential Funding have executed this Seller/Servicer
Contract as of the date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By: By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING
CORPORATION
By: By:
(Signature) (Signature)
By: By:
(Typed Name) (Typed Name)
Title: Title:
<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 Pass-Through Certificates, Series 1998-S22, 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.
(11) That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer], (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).
(12) That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations under the Code,
that applies to all transfers of Class R Certificates after March 31, 1988; (ii)
that such tax would be on the transferor (or, with respect to transfers to
electing large partnerships, on 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
transfers with respect 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.
(13) That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R Certificates if at any time during the taxable year of the
pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
(14) 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, 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.
(15) 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.
(16) 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.
(17) 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.
(18) The Owner's Taxpayer Identification Number is ______________.
(19) 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.
(20) 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.
(21) 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.
(22) 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.
(23) The Purchaser is not an employee benefit plan or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or an investment manager, named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.
I-1-1
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ________ day of _______________, 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 Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, IL 60670-0126
Attention: Residential Funding Corporation Series 1998-S22
Re: Mortgage Pass-Through Certificates,
Series 1998-S22, Class R
Ladies and Gentlemen:
This letter is delivered to you in connection with the transfer by
_______________________________ (the "Seller") to
_______________________________ (the "Purchaser") of $_____________ Initial
Certificate Principal Balance of Mortgage Pass-Through Certificates, Series
1998-S22, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
September 1, 1998 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee that:
(1) No purpose of the Seller relating to the transfer of the Certificate by
the Seller to the Purchaser is or will be to impede the assessment or collection
of any tax.
(24) 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.
(25) 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.
(26) The Seller has no actual knowledge that the proposed Transferee is not
both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
I-2-1
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, IL 60670-0126
Attention: Residential Funding Corporation Series 1998-S22
Re: Mortgage Pass-Through Certificates,
Series 1998-S22, [Class B-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S22, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of September 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
(1) The Purchaser understands that (a) the Certificates have not been
and will not be registered or qualified under the Securities Act of 1933,
as amended (the "Act") or any state securities law, (b) the Company is not
required to so register or qualify the Certificates, (c) the Certificates
may be resold only if registered and qualified pursuant to the provisions
of the Act or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and Servicing
Agreement contains restrictions regarding the transfer of the Certificates
and (e) the Certificates will bear a legend to the foregoing effect.
(27) 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.
(28) 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.
(29) 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.]
(30) 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.
(31) 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 (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. '
2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account" (within the
meaning of DOL Prohibited Transaction Class Exemption ("PTCE") 95-60), and the
purchase is being made in reliance upon the availability of the exemptive relief
afforded under Sections I and III of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either 6(a) or (b)
above.
Very truly yours,
By:
Name:
Title:
J-1-1
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
____________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, IL 60670-0126-0126
Attention: Residential Funding Corporation Series 1998-S22
Re: Mortgage Pass-Through Certificates,
Series 1998-S22, [Class M-]
Ladies and Gentlemen:
____________________ (the "Purchaser") intends to purchase from
________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S22, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of September 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
(a) The Purchaser is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan within the
meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. '
2510.3-101; or
(b) The Purchaser is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company general
account" (within the meaning of DOL Prohibited Transaction Class Exemption
("PTCE") 95-60), and the 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 (a) or (b) above.
Very truly yours,
By:
Name:
Title:
J-2-1
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
____________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, IL 60670-0126
Attention: Residential Funding Corporation Series 1998-S22
Re: Mortgage Pass-Through Certificates,
Series 1998-S22, [Class B-]
Ladies and Gentlemen:
In connection with the sale by ____________ the "Seller") to ______________
the "Purchaser") of $ _________________ Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 1998-S22, Class (the "Certificates"),
issued pursuant to the Pooling and Servicing Agreement (the "Pooling and
Servicing Agreement"), dated as of September 1, 1998 among Residential Funding
Mortgage Securities I, Inc., as seller (the "Company"), Residential Funding
Corporation, as master servicer, and - The First National Bank of Chicago, as
trustee (the "Trustee"). The Seller hereby certifies, represents and warrants
to, and covenants with, the Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not 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 September 1, 1998 among Residential
Funding Corporation as Master Servicer, Residential Funding Mortgage Securities
I, Inc. as depositor pursuant to Section 5.02 of the Agreement and The First
National Bank of Chicago, as trustee, as follows:
(A) The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
(B) The Buyer considers itself a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business matters
that it is capable of evaluating the merits and risks of investment in the Rule
144A Securities.
(C) The Buyer has been furnished with all information regarding the Rule
144A Securities that it has requested from the Seller, the Trustee or the
Servicer.
(D) Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A Securities,
any interest in the Rule 144A Securities or any other similar security to, or
solicited any offer to buy or accept a transfer, pledge or other disposition of
the Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security from, or otherwise approached or negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or taken
any other action, that would constitute a distribution of the Rule 144A
Securities under the 1933 Act or that would render the disposition of the Rule
144A Securities a violation of Section 5 of the 1933 Act or require registration
pursuant thereto, nor will it act, nor has it authorized or will it authorize
any person to act, in such manner with respect to the Rule 144A Securities.
(E) The Buyer is a "qualified institutional buyer" as that term is defined
in Rule 144A under the 1933 Act and has completed either of the forms of
certification to that effect attached hereto as Annex 1 or Annex 2. The Buyer is
aware that the sale to it is being made in reliance on Rule 144A. The Buyer is
acquiring the Rule 144A Securities for its own account or the accounts of other
qualified institutional buyers, understands that such Rule 144A Securities may
be resold, pledged or transferred only (i) to a person reasonably believed to be
a qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
(3) The Buyer
a. is not an employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan; or
b. is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account" (within the
meaning of Department of Labor Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability of the
exemptive relief afforded under Section III of PTCE 95-60.]
(4) This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
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:
DOCSNY1:496491.4
6863-350 DM2 L-1
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
(1) As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
(2) In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar
business trust, partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is supervised by
the State or territorial banking commission or similar official or is a
foreign bank or equivalent institution, and (b) has an audited net worth of
at least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto.
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan association, building
and loan association, cooperative bank, homestead association or similar
institution, which is supervised and examined by a State or Federal
authority having supervision over any such institutions or is a foreign
savings and loan association or equivalent institution and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the reinsuring
of risks underwritten by insurance companies and which is subject to
supervision by the insurance commissioner or a similar official or agency
of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small
Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit
of its employees, or (b) employee benefit plans within the meaning of Title
I of the Employee Retirement Income Security Act of 1974, but is not a
trust fund that includes as participants individual retirement accounts or
H.R. 10 plans.
(3) The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer, (ii) securities
that are part of an unsold allotment to or subscription by the Buyer, if
the Buyer is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi)
securities owned but subject to a repurchase agreement and (vii) currency,
interest rate and commodity swaps.
(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:
<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:
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 13.01(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).
(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 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.
(b) 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 13.02.
Residential Funding's obligations as described in this Section are referred
to herein as the "Subordinate Certificate Loss Obligation."
(c) 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.
(d) 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.
(e) 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 13.01: (i) the provisions of this Article 13 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 13 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 13.01(e) and, provided further
that the Company obtains (subject to the provisions of Section 10.01(f) as if
the Company was substituted for the Master Servicer solely for the purposes of
such provision), in the case of a material amendment or supersession (but not a
reduction, cancellation or deletion of the Limited Guaranty or the Subordinate
Certificate Loss Obligation), an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any such amendment or
supersession will not cause either (a) any federal tax to be imposed on the
Trust Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) the Trust Fund to
fail to qualify as a REMIC at any time that any Certificate is outstanding. A
copy of any such instrument shall be provided to the Trustee and the Master
Servicer together with an Opinion of Counsel that such amendment complies with
this Section 13.02.
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1998-S22
________, 199__
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, IL 60670-0126
Attention: Residential Funding Corporation Series 1998-S22
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 13.01 of the Pooling and Servicing
Agreement dated as of September 1, 1998 (the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential
Funding and The First National Bank of Chicago (the "Trustee") as amended by
Amendment No. ___ thereto, dated as of ________, with respect to the Mortgage
Pass-Through Certificates, Series 1998-S22 (the "Certificates"); and
WHEREAS, pursuant to Section 13.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to
the ability of Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
(1) Provision of Funds. GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available to Residential Funding),
either directly or through a subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by Residential Funding to
perform its Subordinate Certificate Loss Obligation when and as the same arises
from time to time upon the demand of the Trustee in accordance with Section
13.01 of the Servicing Agreement.
(A) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their
interest in Residential Funding, by any insolvency, bankruptcy,
dissolution or other proceeding affecting Residential Funding or any other
person, by any defense or right of counterclaim, set-off or recoupment
that GMAC may have against Residential Funding or any other person or by
any other fact or circumstance. Notwithstanding the foregoing, GMAC's
obligations under clause (a) shall terminate upon the earlier of (x)
substitution for this Limited Guaranty pursuant to Section 13.01(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 13.02 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:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, IL 60670-0126
Attention: Residential Funding Corporation Series 1998-S22
Re: Mortgage Pass-Through Certificates,
Series 1998-S22 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
September 1, 1998 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
the Trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants with, the Master Servicer
and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or
otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely
to comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above
the rate of interest on such Mortgage Loan prior to such proposed
assignment; and
(iv) such assignment is at the request of the borrower under the
related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1779967 253,241.94 5.720 12.0000000000% 30,389.03
1782102 360,261.61 5.970 8.1538461538% 29,375.18
1796369 300,000.00 5.970 8.1538461538% 24,461.54
1798305 257,500.00 5.970 8.1538461538% 20,996.15
1782691 460,800.00 6.095 6.2307692308% 28,711.38
1786358 300,000.00 6.095 6.2307692308% 18,692.31
1794711 1,000,000.00 6.095 6.2307692308% 62,307.69
1782087 447,026.99 6.220 4.3076923077% 19,256.55
1782127 354,641.41 6.220 4.3076923077% 15,276.86
1783928 598,023.36 6.220 4.3076923077% 25,761.01
1787155 493,369.27 6.220 4.3076923077% 21,252.83
1788099 328,912.84 6.220 4.3076923077% 14,168.55
1788114 313,962.26 6.220 4.3076923077% 13,524.53
1789281 256,651.68 6.220 4.3076923077% 11,055.76
1791614 254,308.71 6.220 4.3076923077% 10,954.84
1794597 311,950.00 6.220 4.3076923077% 13,437.85
1796742 275,000.00 6.220 4.3076923077% 11,846.15
2673816 254,658.28 6.220 4.3076923077% 10,969.90
2673834 244,192.87 6.220 4.3076923077% 10,519.08
2673909 445,776.57 6.220 4.3076923077% 19,202.68
2673957 367,158.16 6.220 4.3076923077% 15,816.04
2673961 331,702.39 6.220 4.3076923077% 14,288.72
2673965 400,420.02 6.220 4.3076923077% 17,248.86
2673972 345,676.82 6.220 4.3076923077% 14,890.69
2673974 639,884.99 6.220 4.3076923077% 27,564.28
2673976 470,445.04 6.220 4.3076923077% 20,265.32
2673983 368,426.39 6.220 4.3076923077% 15,870.68
2674017 284,061.09 6.220 4.3076923077% 12,236.48
2674018 622,940.99 6.220 4.3076923077% 26,834.38
2674024 334,879.90 6.220 4.3076923077% 14,425.60
2674027 276,905.83 6.220 4.3076923077% 11,928.25
2674028 439,248.15 6.220 4.3076923077% 18,921.46
2674029 338,879.90 6.220 4.3076923077% 14,597.90
1762141 274,783.48 6.345 2.3846153846% 6,552.53
1780575 248,686.86 6.345 2.3846153846% 5,930.23
1782106 347,712.32 6.345 2.3846153846% 8,291.60
1782129 305,986.83 6.345 2.3846153846% 7,296.61
1784174 620,000.00 6.345 2.3846153846% 14,784.62
1788211 413,647.48 6.345 2.3846153846% 9,863.90
1789134 256,162.40 6.345 2.3846153846% 6,108.49
1789235 299,022.26 6.345 2.3846153846% 7,130.53
1789972 408,663.77 6.345 2.3846153846% 9,745.06
1793857 328,924.49 6.345 2.3846153846% 7,843.58
2663767 488,784.19 6.345 2.3846153846% 11,655.62
2671269 460,000.00 6.345 2.3846153846% 10,969.23
2673788 322,645.02 6.345 2.3846153846% 7,693.84
2673844 308,989.68 6.345 2.3846153846% 7,368.22
2673845 226,530.03 6.345 2.3846153846% 5,401.87
2673850 311,481.52 6.345 2.3846153846% 7,427.64
2673870 235,550.25 6.345 2.3846153846% 5,616.97
2673871 349,699.25 6.345 2.3846153846% 8,338.98
2673876 451,231.25 6.345 2.3846153846% 10,760.13
2673886 305,002.72 6.345 2.3846153846% 7,273.14
2673898 294,038.56 6.345 2.3846153846% 7,011.69
2673903 275,100.48 6.345 2.3846153846% 6,560.09
2673907 266,628.19 6.345 2.3846153846% 6,358.06
2673912 472,455.19 6.345 2.3846153846% 11,266.24
2673925 371,016.17 6.345 2.3846153846% 8,847.31
2673927 281,500.44 6.345 2.3846153846% 6,712.70
2673929 398,696.35 6.345 2.3846153846% 9,507.37
2673942 485,412.82 6.345 2.3846153846% 11,575.23
2673987 346,865.83 6.345 2.3846153846% 8,271.42
2674007 277,492.66 6.345 2.3846153846% 6,617.13
2674019 372,282.72 6.345 2.3846153846% 8,877.51
2674020 284,071.15 6.345 2.3846153846% 6,774.00
2674022 279,087.44 6.345 2.3846153846% 6,655.16
1785258 308,991.85 6.370 2.0000000000% 6,179.84
1785257 358,108.71 6.420 1.2307692308% 4,407.49
1785259 391,229.06 6.420 1.2307692308% 4,815.13
1750233 303,994.28 6.470 0.4615384615% 1,403.05
1761802 372,575.13 6.470 0.4615384615% 1,719.58
1761806 321,904.90 6.470 0.4615384615% 1,485.71
1762151 261,243.80 6.470 0.4615384615% 1,205.74
1762164 343,133.43 6.470 0.4615384615% 1,583.69
1770064 377,542.79 6.470 0.4615384615% 1,742.51
1771351 797,420.72 6.470 0.4615384615% 3,680.40
1773334 348,871.56 6.470 0.4615384615% 1,610.18
1776178 149,030.04 6.470 0.4615384615% 687.83
1779921 238,448.07 6.470 0.4615384615% 1,100.53
1782103 258,117.64 6.470 0.4615384615% 1,191.31
1782822 332,833.78 6.470 0.4615384615% 1,536.16
1782924 396,109.28 6.470 0.4615384615% 1,828.20
1784618 100,744.32 6.470 0.4615384615% 464.97
1785368 299,032.77 6.470 0.4615384615% 1,380.15
1785375 304,013.89 6.470 0.4615384615% 1,403.14
1785406 398,710.36 6.470 0.4615384615% 1,840.20
1785735 245,587.74 6.470 0.4615384615% 1,133.48
1785774 231,327.81 6.470 0.4615384615% 1,067.67
1786058 245,705.26 6.470 0.4615384615% 1,134.02
1786770 437,584.63 6.470 0.4615384615% 2,019.62
1788339 490,387.19 6.470 0.4615384615% 2,263.33
1789064 276,106.93 6.470 0.4615384615% 1,274.34
1789318 270,241.17 6.470 0.4615384615% 1,247.27
1789354 396,490.16 6.470 0.4615384615% 1,829.95
1789727 304,365.52 6.470 0.4615384615% 1,404.76
1789971 295,045.66 6.470 0.4615384615% 1,361.75
1789990 606,039.75 6.470 0.4615384615% 2,797.11
1789995 254,177.86 6.470 0.4615384615% 1,173.13
1789996 398,710.36 6.470 0.4615384615% 1,840.20
1789997 320,710.40 6.470 0.4615384615% 1,480.20
1790475 340,000.00 6.470 0.4615384615% 1,569.23
1790483 230,753.62 6.470 0.4615384615% 1,065.02
1790498 256,669.79 6.470 0.4615384615% 1,184.63
1790517 326,027.34 6.470 0.4615384615% 1,504.74
1790801 277,164.62 6.470 0.4615384615% 1,279.22
1790820 279,000.00 6.470 0.4615384615% 1,287.69
1791181 362,826.43 6.470 0.4615384615% 1,674.58
1791799 235,300.00 6.470 0.4615384615% 1,086.00
1792016 647,904.33 6.470 0.4615384615% 2,990.33
1792759 387,000.00 6.470 0.4615384615% 1,786.15
1793351 363,823.21 6.470 0.4615384615% 1,679.18
1793518 292,000.00 6.470 0.4615384615% 1,347.69
1793966 281,090.81 6.470 0.4615384615% 1,297.34
1795563 650,000.00 6.470 0.4615384615% 3,000.00
1795660 575,000.00 6.470 0.4615384615% 2,653.85
1796231 363,000.00 6.470 0.4615384615% 1,675.38
1796234 306,500.00 6.470 0.4615384615% 1,414.62
2663606 643,287.25 6.470 0.4615384615% 2,969.02
2663708 278,388.13 6.470 0.4615384615% 1,284.87
2663727 496,766.83 6.470 0.4615384615% 2,292.77
2663731 594,163.92 6.470 0.4615384615% 2,742.30
2663939 335,317.62 6.470 0.4615384615% 1,547.62
2673789 298,060.10 6.470 0.4615384615% 1,375.66
2673793 287,092.80 6.470 0.4615384615% 1,325.04
2673794 465,718.90 6.470 0.4615384615% 2,149.47
2673795 319,466.68 6.470 0.4615384615% 1,474.46
2673797 271,341.84 6.470 0.4615384615% 1,252.35
2673798 330,846.72 6.470 0.4615384615% 1,526.98
2673801 258,318.76 6.470 0.4615384615% 1,192.24
2673807 323,952.17 6.470 0.4615384615% 1,495.16
2673812 431,342.65 6.470 0.4615384615% 1,990.81
2673813 486,831.49 6.470 0.4615384615% 2,246.91
2673819 293,534.79 6.470 0.4615384615% 1,354.78
2673822 263,286.43 6.470 0.4615384615% 1,215.17
2673823 257,225.87 6.470 0.4615384615% 1,187.20
2673824 645,796.89 6.470 0.4615384615% 2,980.60
2673830 248,383.41 6.470 0.4615384615% 1,146.38
2673836 511,669.84 6.470 0.4615384615% 2,361.55
2673841 241,736.74 6.470 0.4615384615% 1,115.71
2673849 295,245.02 6.470 0.4615384615% 1,362.67
2673852 343,724.22 6.470 0.4615384615% 1,586.42
2673856 235,637.82 6.470 0.4615384615% 1,087.56
2673858 422,632.98 6.470 0.4615384615% 1,950.61
2673859 350,117.54 6.470 0.4615384615% 1,615.93
2673861 313,436.18 6.470 0.4615384615% 1,446.63
2673863 377,528.87 6.470 0.4615384615% 1,742.44
2673867 349,768.66 6.470 0.4615384615% 1,614.32
2673874 254,145.92 6.470 0.4615384615% 1,172.98
2673875 582,117.13 6.470 0.4615384615% 2,686.69
2673879 427,219.47 6.470 0.4615384615% 1,971.78
2673883 358,839.33 6.470 0.4615384615% 1,656.18
2673888 354,130.96 6.470 0.4615384615% 1,634.45
2673889 398,710.36 6.470 0.4615384615% 1,840.20
2673890 291,706.47 6.470 0.4615384615% 1,346.34
2673891 239,607.70 6.470 0.4615384615% 1,105.88
2673899 280,243.55 6.470 0.4615384615% 1,293.43
2673900 317,434.00 6.470 0.4615384615% 1,465.08
2673902 240,821.06 6.470 0.4615384615% 1,111.48
2673908 518,323.47 6.470 0.4615384615% 2,392.26
2673910 318,121.03 6.470 0.4615384615% 1,468.25
2673914 319,965.07 6.470 0.4615384615% 1,476.76
2673915 579,126.80 6.470 0.4615384615% 2,672.89
2673920 448,549.15 6.470 0.4615384615% 2,070.23
2673921 336,411.87 6.470 0.4615384615% 1,552.67
2673922 331,926.38 6.470 0.4615384615% 1,531.97
2673928 251,187.52 6.470 0.4615384615% 1,159.33
2673931 283,084.36 6.470 0.4615384615% 1,306.54
2673934 258,318.74 6.470 0.4615384615% 1,192.24
2673938 287,071.46 6.470 0.4615384615% 1,324.95
2673946 252,357.53 6.470 0.4615384615% 1,164.73
2673948 270,325.62 6.470 0.4615384615% 1,247.66
2673950 346,878.01 6.470 0.4615384615% 1,600.98
2673954 229,704.97 6.470 0.4615384615% 1,060.18
2673963 292,522.65 6.470 0.4615384615% 1,350.10
2673982 298,060.10 6.470 0.4615384615% 1,375.66
2673984 286,953.97 6.470 0.4615384615% 1,324.40
2673986 568,162.26 6.470 0.4615384615% 2,622.29
2673989 243,415.75 6.470 0.4615384615% 1,123.46
2673999 343,887.69 6.470 0.4615384615% 1,587.17
2674001 248,695.59 6.470 0.4615384615% 1,147.83
2674002 294,085.95 6.470 0.4615384615% 1,357.32
2674003 248,197.20 6.470 0.4615384615% 1,145.53
2674034 366,813.53 6.470 0.4615384615% 1,692.99
2674036 573,146.15 6.470 0.4615384615% 2,645.29
2674038 398,710.36 6.470 0.4615384615% 1,840.20
2674041 398,710.36 6.470 0.4615384615% 1,840.20
2674044 309,000.53 6.470 0.4615384615% 1,426.16
2674045 284,081.13 6.470 0.4615384615% 1,311.14
2674047 313,597.13 6.470 0.4615384615% 1,447.37
2674048 379,671.93 6.470 0.4615384615% 1,752.33
2674049 418,645.88 6.470 0.4615384615% 1,932.21
2674228 461,913.36 6.470 0.4615384615% 2,131.91
2674231 355,849.00 6.470 0.4615384615% 1,642.38
$68,538,725.80 1.6395975077% $1,123,759.24
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[DATE]
The First National Bank of Chicago
One First National Plaza, Suite 0126
Chicago, IL 60670-0126
Re: Residential Funding Mortgage Securities I,
Inc., Mortgage Pass-Through Certificates, Series 1998-S22
Residential Funding Corporation, as the Holder of a ___% Percentage
Interest of the of Class A-4[-1] Certificates, hereby requests the Trustee to
exchange the above-referenced Certificates for the Subclasses referred to below:
(1) Class A-4-_ 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-4-_ Certificates will be $__________ and ____%, respectively.
(2) [Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate all
of the Uncertificated REMIC Regular Interests represented by the Class A-4[-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 September
1, 1998, among Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and The First National Bank of Chicago, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:______________________________
Name:
Title:
<PAGE>
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J-1: Form of Investor Representation Letter
Exhibit J-2: Form of ERISA Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement
Pursuant to Section 12.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
Exhibit R: Schedule of Targeted Principal Balances
6863-350 DM2
<PAGE>
ARTICLE I ....................................................DEFINITIONS 2
SECTION 1.01.................................................Definitions2
ACCRUED CERTIFICATE INTEREST.................................................2
ADDENDUM AND ASSIGNMENT AGREEMENT............................................3
ADDITIONAL COLLATERAL........................................................3
ADDITIONAL COLLATERAL LOAN...................................................3
ADJUSTED MORTGAGE RATE.......................................................3
ADVANCE ............................................................... 3
- -------
AFFILIATE ............................................................... 3
- ---------
AGREEMENT ............................................................... 3
- ---------
AMOUNT HELD FOR FUTURE DISTRIBUTION..........................................3
APPRAISED VALUE..............................................................3
ASSIGNMENT ............................................................... 4
- ----------
ASSIGNMENT AGREEMENT.........................................................4
ASSIGNMENT OF PROPRIETARY LEASE..............................................4
AVAILABLE DISTRIBUTION AMOUNT................................................4
BANKRUPTCY AMOUNT............................................................4
BANKRUPTCY CODE..............................................................5
BANKRUPTCY LOSS..............................................................5
BOOK-ENTRY CERTIFICATE.......................................................5
BUSINESS DAY ..............................................................5
BUYDOWN FUNDS ..............................................................5
BUYDOWN MORTGAGE LOAN........................................................6
CASH LIQUIDATION.............................................................6
CERTIFICATE ..............................................................6
CERTIFICATE ACCOUNT..........................................................6
CERTIFICATE ACCOUNT DEPOSIT DATE.............................................6
CERTIFICATEHOLDER OR HOLDER..................................................6
CERTIFICATE OWNER............................................................6
CERTIFICATE PRINCIPAL BALANCE................................................6
CERTIFICATE REGISTER AND CERTIFICATE REGISTRAR...............................7
CLASS ............................................................... 7
- -----
CLASS A CERTIFICATE..........................................................7
CLASS A-3 COLLECTION SHORTFALL...............................................8
CLASS A-3 PRINCIPAL DISTRIBUTION AMOUNT......................................8
CLASS A-4 CERTIFICATES.......................................................8
CLASS A-4 NOTIONAL AMOUNT OR NOTIONAL AMOUNT.................................8
CLASS A-4 SUBCLASS NOTIONAL AMOUNT...........................................8
CLASS B CERTIFICATE..........................................................8
CLASS B PERCENTAGE...........................................................8
CLASS B-1 PERCENTAGE.........................................................8
CLASS B-1 PREPAYMENT DISTRIBUTION TRIGGER....................................8
CLASS B-2 PERCENTAGE.........................................................8
CLASS B-2 PREPAYMENT DISTRIBUTION TRIGGER....................................8
CLASS B-3 PERCENTAGE.........................................................9
CLASS B-3 PREPAYMENT DISTRIBUTION TRIGGER....................................9
CLASS M CERTIFICATE..........................................................9
CLASS M PERCENTAGE...........................................................9
CLASS M-1 PERCENTAGE.........................................................9
CLASS M-2 PERCENTAGE.........................................................9
CLASS M-2 PREPAYMENT DISTRIBUTION TRIGGER....................................9
CLASS M-3 PERCENTAGE........................................................10
CLASS M-3 PREPAYMENT DISTRIBUTION TRIGGER...................................10
CLASS R CERTIFICATE.........................................................10
CLOSING DATE ............................................................ 10
CODE ............................................................ 10
COMPENSATING INTEREST.......................................................10
COOPERATIVE ............................................................ 10
COOPERATIVE APARTMENT.......................................................10
COOPERATIVE LEASE...........................................................10
COOPERATIVE LOANS...........................................................11
COOPERATIVE STOCK...........................................................11
COOPERATIVE STOCK CERTIFICATE...............................................11
CORPORATE TRUST OFFICE......................................................11
CREDIT SUPPORT DEPLETION DATE...............................................11
CURTAILMENT ............................................................ 11
CUSTODIAL ACCOUNT...........................................................11
CUSTODIAL AGREEMENT.........................................................11
CUSTODIAN ............................................................ 11
CUT-OFF DATE ............................................................ 11
CUT-OFF DATE PRINCIPAL BALANCE..............................................11
DCR ............................................................ 11
DEBT SERVICE REDUCTION......................................................12
DEFICIENT VALUATION.........................................................12
DEFINITIVE CERTIFICATE......................................................12
DELETED MORTGAGE LOAN.......................................................12
DEPOSITORY ............................................................ 12
DEPOSITORY PARTICIPANT......................................................12
DESTROYED MORTGAGE NOTE.....................................................12
DETERMINATION DATE..........................................................12
DISCOUNT FRACTION...........................................................12
DISCOUNT MORTGAGE LOAN......................................................12
DISQUALIFIED ORGANIZATION...................................................12
DISTRIBUTION DATE...........................................................13
DUE DATE ............................................................ 13
DUE PERIOD ........................................................... 13
ELIGIBLE ACCOUNT............................................................13
ELIGIBLE FUNDS .............................................................14
EVENT OF DEFAULT............................................................14
EXCESS BANKRUPTCY LOSS......................................................14
EXCESS FRAUD LOSS...........................................................14
EXCESS SPECIAL HAZARD LOSS..................................................14
EXCESS SUBORDINATE PRINCIPAL AMOUNT.........................................14
EXTRAORDINARY EVENTS........................................................14
EXTRAORDINARY LOSSES........................................................15
FASIT ............................................................ 15
FDIC ............................................................ 15
FHLMC ............................................................ 15
FINAL DISTRIBUTION DATE.....................................................15
FITCH IBCA ............................................................ 15
FNMA ............................................................ 15
FORECLOSURE PROFITS.........................................................15
FRAUD LOSS AMOUNT...........................................................16
FRAUD LOSSES ............................................................ 16
INDEPENDENT ............................................................ 16
INITIAL CERTIFICATE PRINCIPAL BALANCE.......................................16
INITIAL CLASS A-4 NOTIONAL AMOUNT...........................................16
INITIAL MONTHLY PAYMENT FUND................................................16
INSURANCE PROCEEDS..........................................................16
INSURER ............................................................ 17
INTEREST ACCRUAL PERIOD.....................................................17
LATE COLLECTIONS............................................................17
LIQUIDATION PROCEEDS........................................................17
LOAN-TO-VALUE RATIO.........................................................17
MATURITY DATE .............................................................17
MLCC ............................................................ 17
MODIFIED MORTGAGE LOAN......................................................17
MODIFIED NET MORTGAGE RATE..................................................17
MONTHLY PAYMENT.............................................................17
MOODY'S ............................................................ 18
MORTGAGE ............................................................ 18
MORTGAGE 100SM LOAN.........................................................18
MORTGAGE FILE .............................................................18
MORTGAGE LOAN SCHEDULE......................................................18
MORTGAGE LOANS .............................................................19
MORTGAGE NOTE .............................................................19
MORTGAGE RATE .............................................................19
MORTGAGED PROPERTY..........................................................19
MORTGAGOR ............................................................ 19
NET MORTGAGE RATE...........................................................19
NON-DISCOUNT MORTGAGE LOAN..................................................19
NON-PRIMARY RESIDENCE LOANS.................................................19
NON-UNITED STATES PERSON....................................................19
NONRECOVERABLE ADVANCE......................................................19
NONSUBSERVICED MORTGAGE LOAN................................................19
OFFICERS' CERTIFICATE.......................................................20
OPINION OF COUNSEL..........................................................20
ORIGINAL SENIOR PERCENTAGE..................................................20
OUTSTANDING MORTGAGE LOAN...................................................20
OWNERSHIP INTEREST..........................................................20
PARENT POWERSM LOAN.........................................................20
PARTICIPANT ............................................................ 20
PASS-THROUGH RATE...........................................................20
PAYING AGENT ............................................................ 21
PERCENTAGE INTEREST.........................................................21
PERMITTED INVESTMENTS.......................................................21
PERMITTED TRANSFEREE........................................................22
PERSON ............................................................ 22
PLEDGED ASSET MORTGAGE SERVICING AGREEMENT..................................22
POOL STATED PRINCIPAL BALANCE...............................................23
POOL STRIP RATE.............................................................23
PREPAYMENT ASSUMPTION.......................................................23
PREPAYMENT DISTRIBUTION PERCENTAGE..........................................23
PREPAYMENT DISTRIBUTION TRIGGER.............................................24
PREPAYMENT INTEREST SHORTFALL...............................................24
PREPAYMENT PERIOD...........................................................24
PRIMARY INSURANCE POLICY....................................................25
PRINCIPAL PREPAYMENT........................................................25
PRINCIPAL PREPAYMENT IN FULL................................................25
PROGRAM GUIDE .............................................................25
PURCHASE PRICE .............................................................25
QUALIFIED SUBSTITUTE MORTGAGE LOAN..........................................25
RATING AGENCY .............................................................26
REALIZED LOSS .............................................................26
RECORD DATE ............................................................ 27
REGULAR CERTIFICATE.........................................................27
REMIC ............................................................ 27
REMIC ADMINISTRATOR.........................................................27
REMIC PROVISIONS............................................................27
REO ACQUISITION.............................................................27
REO DISPOSITION.............................................................27
REO IMPUTED INTEREST........................................................27
REO PROCEEDS ............................................................ 27
REO PROPERTY ............................................................ 27
REQUEST FOR RELEASE.........................................................27
REQUIRED INSURANCE POLICY...................................................28
REQUIRED SURETY PAYMENT.....................................................28
RESIDENTIAL FUNDING.........................................................28
RESPONSIBLE OFFICER.........................................................28
SCHEDULE OF DISCOUNT FRACTIONS..............................................28
SECURITY AGREEMENT..........................................................28
SELLER ........................................................... 28
SELLER'S AGREEMENT..........................................................28
SENIOR ACCELERATED DISTRIBUTION PERCENTAGE..................................28
SENIOR CERTIFICATES.........................................................29
SENIOR PERCENTAGE...........................................................29
SENIOR PRINCIPAL DISTRIBUTION AMOUNT........................................29
SERVICING ACCOUNTS..........................................................30
SERVICING ADVANCES..........................................................30
SERVICING FEE ...............................................................30
SERVICING MODIFICATION......................................................30
SERVICING OFFICER...........................................................30
SPECIAL HAZARD AMOUNT.......................................................31
SPECIAL HAZARD LOSS.........................................................31
SPECIAL HAZARD PERCENTAGE...................................................31
STANDARD & POOR'S...........................................................32
STATED PRINCIPAL BALANCE....................................................32
SUBCLASS ............................................................ 32
SUBORDINATE PERCENTAGE......................................................32
SUBORDINATE PRINCIPAL DISTRIBUTION AMOUNT...................................32
SUBSERVICED MORTGAGE LOAN...................................................32
SUBSERVICER ............................................................ 33
SUBSERVICER ADVANCE.........................................................33
SUBSERVICING ACCOUNT........................................................33
SUBSERVICING AGREEMENT......................................................33
SUBSERVICING FEE............................................................33
SUPER SENIOR OPTIMAL PRINCIPAL DISTRIBUTION AMOUNT..........................33
SUPER SENIOR OPTIMAL PERCENTAGE.............................................33
SURETY ............................................................ 33
SURETY BOND ............................................................ 33
TAX RETURNS ............................................................ 33
TRANSFER ............................................................ 34
TRANSFEREE ............................................................ 34
TRANSFEROR ............................................................ 34
TRUST FUND ............................................................ 34
UNCERTIFICATED REMIC REGULAR INTERESTS......................................34
UNIFORM SINGLE ATTESTATION PROGRAM FOR MORTGAGE BANKERS.....................34
UNINSURED CAUSE.............................................................34
UNITED STATES PERSON........................................................34
VOTING RIGHTS .............................................................35
ARTICLE II ONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 35
SECTION 2.01................................Conveyance of Mortgage Loans35
SECTION 2.02.......................................Acceptance by Trustee40
SECTION 2.03.Representations, Warranties and Covenants of the Master
Servicer and the Company ...................................41
SECTION 2.04...................Representations and Warranties of Sellers46
SECTION 2.05................Execution and Authentication of Certificates47
ARTICLE III ................ADMINISTRATION AND SERVICING OF MORTGAGE LOANS 48
SECTION 3.01..........................Master Servicer to Act as Servicer48
SECTION 3.02.Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations ...............................................49
SECTION 3.03......................................Successor Subservicers50
SECTION 3.04............................Liability of the Master Servicer50
SECTION 3.05.No Contractual Relationship Between Subservicer and Trustee
or Certificateholders .....................................51
SECTION 3.06.Assumption or Termination of Subservicing Agreements by
Trustee ....................................................51
SECTION 3.07.Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account ..........................................51
SECTION 3.08...................Subservicing Accounts; Servicing Accounts54
SECTION 3.09.Access to Certain Documentation and Information Regarding
the Mortgage Loans ....................................55
SECTION 3.10............Permitted Withdrawals from the Custodial Account56
SECTION 3.11.Maintenance of the Primary Insurance Policies; Collections
Thereunder ........................................... 57
SECTION 3.12.Maintenance of Fire Insurance and Omissions and Fidelity
Coverage ..............................................58
SECTION 3.13.Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments ..........60
SECTION 3.14...................Realization Upon Defaulted Mortgage Loans62
SECTION 3.15.............Trustee to Cooperate; Release of Mortgage Files65
SECTION 3.16.....Servicing and Other Compensation; Compensating Interest66
SECTION 3.17......................Reports to the Trustee and the Company67
SECTION 3.18...........................Annual Statement as to Compliance67
SECTION 3.19.....Annual Independent Public Accountants' Servicing Report68
SECTION 3.20.....Rights of the Company in Respect of the Master Servicer68
SECTION 3.21.............................Administration of Buydown Funds69
ARTICLE IV ................................PAYMENTS TO CERTIFICATEHOLDERS 70
SECTION 4.01.........................................Certificate Account70
SECTION 4.02...............................................Distributions70
SECTION 4.03............................Statements to Certificateholders79
SECTION 4.04.Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer ............................81
SECTION 4.05...............................Allocation of Realized Losses83
SECTION 4.06.Reports of Foreclosures and Abandonment of Mortgaged
Property ..............................................84
SECTION 4.07...............Optional Purchase of Defaulted Mortgage Loans84
SECTION 4.08.................................................Surety Bond85
ARTICLE V ..............................................THE CERTIFICATES 85
SECTION 5.01............................................The Certificates85
SECTION 5.02.......Registration of Transfer and Exchange of Certificates88
SECTION 5.03...........Mutilated, Destroyed, Lost or Stolen Certificates93
SECTION 5.04.......................................Persons Deemed Owners94
SECTION 5.05.................................Appointment of Paying Agent94
SECTION 5.06...........................Optional Purchase of Certificates94
ARTICLE VI ...........................THE COMPANY AND THE MASTER SERVICER 96
SECTION 6.01.Respective Liabilities of the Company and the Master
Servicer ..............................................96
SECTION 6.02.Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties by
Master Servicer .......................................96
SECTION 6.03.Limitation on Liability of the Company, the Master Servicer
and Others ...........................................97
SECTION 6.04...................Company and Master Servicer Not to Resign98
ARTICLE VII .......................................................DEFAULT 98
SECTION 7.01...........................................Events of Default98
SECTION 7.02........Trustee or Company to Act; Appointment of Successor100
SECTION 7.03.........................Notification to Certificateholders101
SECTION 7.04................................Waiver of Events of Default101
ARTICLE VIII .......................................CONCERNING THE TRUSTEE 101
SECTION 8.01..........................................Duties of Trustee101
SECTION 8.02......................Certain Matters Affecting the Trustee103
SECTION 8.03......Trustee Not Liable for Certificates or Mortgage Loans105
SECTION 8.04...............................Trustee May Own Certificates105
SECTION 8.05.Master Servicer to Pay Trustee's Fees and Expenses; I
ndemnification ........................................105
SECTION 8.06.......................Eligibility Requirements for Trustee106
SECTION 8.07.....................Resignation and Removal of the Trustee106
SECTION 8.08..........................................Successor Trustee107
SECTION 8.09........................Merger or Consolidation of Trustee108
SECTION 8.10.............Appointment of Co-Trustee or Separate Trustee108
SECTION 8.11.................................Appointment of Custodians109
SECTION 8.12...........................Appointment of Office or Agency110
ARTICLE IX ..................................................TERMINATION 110
SECTION 9.01.Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans ...............110
SECTION 9.02.......................Additional Termination Requirements112
ARTICLE X .............................................REMIC PROVISIONS 113
SECTION 10.01.....................................REMIC Administration113
SECTION 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification ............................................117
ARTICLE XI .....................................MISCELLANEOUS PROVISIONS 118
SECTION 11.01...............................................Amendment118
SECTION 11.02..................Recordation of Agreement; Counterparts120
SECTION 11.03..............Limitation on Rights of Certificateholders121
SECTION 11.04...........................................Governing Law122
SECTION 11.05.................................................Notices122
SECTION 11.06................................Notices to Rating Agency122
SECTION 11.07..............................Severability of Provisions123
SECTION 11.08.............Supplemental Provisions for Resecuritization123
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