SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 29, 1998
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of June 1, 1998, providing for, inter alia, the
issuance of Mortgage Pass-Through Certificates, Series 1998-S14)
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, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of June 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:
Name: Randy Van Zee
Title: Vice President
Dated: June 29, 1998
<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: June 29, 1998
<PAGE>
EXHIBITS
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1998
Mortgage Pass-Through Certificates
Series 1998-S14
<PAGE>
i
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS..........................................................3
Section 1.01. Definitions.....................................................3
Accrued Certificate Interest....................................3
Adjusted Mortgage Rate..........................................4
Advance.........................................................4
Affiliate.......................................................4
Agreement.......................................................4
Amount Held for Future Distribution.............................4
Appraised Value.................................................4
Assignment......................................................4
Assignment Agreement............................................4
Assignment of Proprietary Lease.................................5
Available Distribution Amount...................................5
Bankruptcy Amount...............................................5
Bankruptcy Code.................................................5
Bankruptcy Loss.................................................5
Book-Entry Certificate..........................................5
Business Day....................................................5
Buydown Funds...................................................6
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...................................7
Certificate Register and Certificate Registrar..................7
Class...........................................................7
Class A Certificate.............................................8
Class A-2 Collection Shortfall..................................8
Class A-2 Principal Distribution 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
Page
viii
Class B-2 Prepayment Distribution Trigger.......................9
Class B-3 Percentage............................................9
Class B-3 Prepayment Distribution Trigger.......................9
Class M Certificate.............................................9
Class M Percentage..............................................9
Class M-1 Percentage............................................9
Class M-2 Percentage............................................9
Class M-2 Prepayment Distribution Trigger.......................9
Class M-3 Percentage...........................................10
Class M-3 Prepayment Distribution Trigger......................10
Class R Certificate............................................10
Closing Date...................................................10
Code.......................................................... 10
Compensating Interest..........................................10
Cooperative....................................................10
Cooperative Apartment..........................................10
Cooperative Lease..............................................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.......................................................... 12
Debt Service Reduction.........................................12
Defaulted Mortgage Loss........................................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.........................................13
Disqualified Organization......................................13
Distribution Date..............................................13
Due Date.......................................................13
Due Period.....................................................13
Eligible Account...............................................13
Eligible Funds.................................................14
Event of Default...............................................14
Excess Bankruptcy Loss.........................................14
Excess Fraud Loss..............................................14
Excess Special Hazard Loss.....................................14
Excess Subordinate Principal Amount............................14
Extraordinary Events...........................................15
Extraordinary Losses...........................................15
FDIC.......................................................... 15
FHLMC..........................................................15
Final Distribution Date........................................16
FNMA ..........................................................16
Foreclosure Profits............................................16
Fraud Loss Amount..............................................16
Fraud Losses...................................................16
Independent....................................................16
Initial Certificate Principal Balance..........................17
Initial Notional Amount........................................17
Initial Monthly Payment Fund...................................17
Insurance Proceeds.............................................17
Insurer........................................................17
Interest Accrual Period........................................17
Late Collections...............................................17
Liquidation Proceeds...........................................17
Loan-to-Value Ratio............................................18
Maturity Date..................................................18
Modified Mortgage Loan.........................................18
Modified Net Mortgage Rate.....................................18
Monthly Payment................................................18
Moody's........................................................18
Mortgage.......................................................18
Mortgage File..................................................18
Mortgage Loan Schedule.........................................18
Mortgage Loans.................................................19
Mortgage Note..................................................19
Mortgage Rate..................................................19
Mortgaged Property.............................................20
Mortgagor......................................................20
Net Mortgage Rate..............................................20
Non-Discount Mortgage Loan.....................................20
Non-Primary Residence Loans....................................20
Non-United States Person.......................................20
Nonrecoverable Advance.........................................20
Nonsubserviced Mortgage Loan...................................20
Notional Amount................................................20
Opinion of Counsel.............................................20
Original Senior Percentage.....................................20
Outstanding Mortgage Loan......................................21
Ownership Interest.............................................21
Pass-Through Rate..............................................21
Paying Agent...................................................21
Percentage Interest............................................21
Permitted Investments..........................................22
Permitted Transferee...........................................23
Person.........................................................23
Pool Stated Principal Balance..................................23
Pool Strip Rate................................................23
Prepayment Assumption..........................................23
Prepayment Distribution Percentage.............................23
Prepayment Distribution Trigger................................25
Prepayment Interest Shortfall..................................25
Prepayment Period..............................................25
Primary Insurance Policy.......................................25
Principal Prepayment...........................................25
Principal Prepayment in Full...................................25
Program Guide..................................................25
Purchase Price.................................................25
Qualified Substitute Mortgage Loan.............................26
Rating Agency..................................................26
Realized Loss..................................................26
Record Date....................................................27
Regular Certificate............................................27
REMIC..........................................................27
REMIC Administrator............................................27
REMIC Provisions...............................................27
REO Acquisition................................................28
REO Disposition................................................28
REO Imputed Interest...........................................28
REO Proceeds...................................................28
REO Property...................................................28
Request for Release............................................28
Required Insurance Policy......................................28
Residential Funding............................................28
Responsible Officer............................................28
Schedule of Discount Fractions.................................28
Security Agreement.............................................28
Seller.........................................................29
Seller's Agreement.............................................29
Senior Accelerated Distribution Percentage.....................29
Senior Certificates............................................30
Senior Interest Distribution Amount............................30
Senior Percentage..............................................30
Senior Principal Distribution Amount...........................30
Servicing Accounts.............................................30
Servicing Advances.............................................30
Servicing Fee..................................................31
Servicing Officer..............................................31
Servicing Modification.........................................31
Special Hazard Amount..........................................31
Special Hazard Loss............................................32
Standard & Poor's..............................................32
Stated Principal Balance.......................................32
Subclass.......................................................32
Subclass Notional Amount.......................................32
Subordinate Percentage.........................................32
Subordinate Principal Distribution Amount......................32
Subserviced Mortgage Loan......................................33
Subservicer....................................................33
Subservicer Advance............................................33
Subservicing Account...........................................33
Subservicing Agreement.........................................33
Subservicing Fee...............................................33
Tax Returns....................................................33
Transfer.......................................................34
Transferee.....................................................34
Transferor.....................................................34
Uncertificated Accrued Interest................................34
Uncertificated Notional Amount.................................34
Uncertificated Pass-Through Rate...............................35
Uncertificated REMIC Regular Interest Pool Strip Rate..........35
Uncertificated REMIC Regular Interests.........................35
Uncertificated REMIC Regular Interest Distribution Amount......35
Uniform Single Attestation Program for Mortgage Bankers........35
Uninsured Cause................................................35
United States Person...........................................35
Voting Rights..................................................35
ARTICLE II CONVEYANCE OF MORTGAGE LOANS;ORIGINAL ISSUANCE OF CERTIFICATES.....36
Section 2.01. Conveyance of Mortgage Loans...................................36
Section 2.02. Acceptance by Trustee..........................................40
Section 2.03. Representations, Warranties and Covenants of the Master Servicer
and the Company...............................................42
Section 2.04. Representations and Warranties of Sellers......................46
Section 2.05. Execution and Authentication of Certificates...................48
ARTICLE III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS....................49
Section 3.01. Master Servicer to Act as Servicer.............................49
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations...................................................50
Section 3.03. Successor Subservicers.........................................51
Section 3.04. Liability of the Master Servicer...............................51
Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders............................................52
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.......................................................52
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.............................................52
Section 3.08. Subservicing Accounts; Servicing Accounts......................55
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans................................................56
Section 3.10. Permitted Withdrawals from the Custodial Account...............56
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder....................................................58
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage. ...................................................59
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments..............................61
Section 3.14. Realization Upon Defaulted Mortgage Loans......................63
Section 3.15. Trustee to Cooperate; Release of Mortgage Files................65
Section 3.16. Servicing and Other Compensation; Compensating Interest........66
Section 3.17. Reports to the Trustee and the Company.........................67
Section 3.18. Annual Statement as to Compliance..............................67
Section 3.19. Annual Independent Public Accountants' Servicing Report........68
Section 3.20. Rights of the Company in Respect of the Master Servicer........68
Section 3.21. Administration of Buydown Funds................................69
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS.....................................70
Section 4.01. Certificate Account............................................70
Section 4.02. Distributions..................................................70
Section 4.03. Statements to Certificateholders...............................78
Section 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer..............................80
Section 4.05. Allocation of Realized Losses..................................82
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property..83
Section 4.07. Optional Purchase of Defaulted Mortgage Loans..................83
Section 4.08. Distributions on the Uncertificated REMIC Regular Interests....84
Section 4.09. Compliance with Withholding Requirements.......................84
ARTICLE V THE CERTIFICATES....................................................86
Section 5.01. The Certificates...............................................86
Section 5.02. Registration of Transfer and Exchange of Certificates..........88
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates..............93
Section 5.04. Persons Deemed Owners..........................................93
Section 5.05. Appointment of Paying Agent....................................93
Section 5.06. Optional Purchase of Certificates..............................94
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 Resign......................98
ARTICLE VII DEFAULT...........................................................99
Section 7.01. Events of Default..............................................99
Section 7.02. Trustee or Company to Act; Appointment of Successor...........101
Section 7.03. Notification to Certificateholders............................102
Section 7.04. Waiver of Events of Default...................................102
ARTICLE VIII CONCERNING THE TRUSTEE..........................................103
Section 8.01. Duties of Trustee.............................................103
Section 8.02. Certain Matters Affecting the Trustee.........................105
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.........106
Section 8.04. Trustee May Own Certificates..................................106
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification..............................................107
Section 8.06. Eligibility Requirements for Trustee..........................108
Section 8.07. Resignation and Removal of the Trustee........................108
Section 8.08. Successor Trustee.............................................109
Section 8.09. Merger or Consolidation of Trustee............................109
Section 8.10. Appointment of Co-Trustee or Separate Trustee.................109
Section 8.11. Appointment of Custodians.....................................111
Section 8.12. Appointment of Office or Agency...............................111
ARTICLE IX TERMINATION.......................................................112
Section 9.01. Termination Upon Purchase by the Master Servicer or the Company
or Liquidation of All Mortgage Loans..........................112
Section 9.02. Additional Termination Requirements...........................114
ARTICLE X REMIC PROVISIONS...................................................116
Section 10.01. REMIC Administration..........................................116
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification..............................................119
ARTICLE XI [RESERVED]........................................................121
ARTICLE XII MISCELLANEOUS PROVISIONS.........................................122
Section 12.01. Amendment.....................................................122
Section 12.02. Recordation of Agreement; Counterparts........................124
Section 12.03. Limitation on Rights of Certificateholders....................125
Section 12.04. Governing Law.................................................125
Section 12.05. Notices.......................................................126
Section 12.06. Notices to Rating Agency......................................126
Section 12.07. Severability of Provisions....................................127
Section 12.08. Supplemental Provisions for Resecuritization..................127
ix
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
<PAGE>
This is a Pooling and Servicing Agreement, dated as of June 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, as
Trustee (together with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the REMIC
Administrator will make an election to treat the entire segregated pool of
assets described in the definition of Trust Fund (as defined herein), and
subject to this Agreement (including the Mortgage Loans but excluding the
Initial Monthly Payment Fund), as a real estate mortgage investment conduit (a
"REMIC") for federal income tax purposes and such segregated pool of assets will
be designated as the "REMIC." The Class A-1, Class A-2, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates and the
Uncertificated REMIC Regular Interests will be "regular interests" in the Trust
Fund, and the Class R Certificates will be the sole class of "residual
interests" in the Trust Fund in each case for purposes of the REMIC Provisions
(as defined herein) under federal income tax law. The Class A-3 Certificates
will represent the entire beneficial ownership interest in the Uncertificated
REMIC Regular Interests.
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates issued on the Closing Date
comprising the interests in the Trust Fund created hereunder.
<PAGE>
<TABLE>
<CAPTION>
Aggregate Initial
Certificate
Pass-Through Principal Maturity
Designation Rate Balance Features Date S&P DCR
----------- ------ --------- -------- ------ ----- ---
<S> <C> <C> <C> <C> <C>
Class A-1 6.50% $ 336,573,000.00 Senior June 25, 2013 AAA AAA
Class A-2 0.00% $ 682,081.67 Principal Only/Senior June 25, 2013 AAAr AAA
Class A-3 Variable $ 0.00 Variable Strip/Interest June 25, 2013 AAAr AAA
Only/Senior
Class R 6.50% $ 100.00 Residual/Senior June 25, 2013 AAA AAA
Class M-1 6.50% $ 2,581,500.00 Mezzanine June 25, 2013 AA N/A
Class M-2 6.50% $ 1,720,700.00 Mezzanine June 25, 2013 A N/A
Class M-3 6.50% $ 860,400.00 Mezzanine June 25, 2013 BBB N/A
Class B-1 6.50% $ 688,300.00 Subordinate June 25, 2013 BB N/A
Class B-2 6.50% $ 516,300.00 Subordinate June 25, 2013 B N/A
Class B-3 6.50% $ 516,235.55 Subordinate June 25, 2013 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $344,138,617.22. 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:
2
<PAGE>
ARTICLE
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-2 and Class A-3 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-3 Certificates (other than any Subclass of the Class A-3 Certificates),
interest during the related Interest Accrual Period at the related Pass-Through
Rate on the related Notional Amount thereof. With respect to each Distribution
Date, as to any Subclass of the Class A-3 Certificates issued pursuant to
Section 5.01(c), interest accrued during the related Interest Accrual Period at
the related Pass-Through Rate on the Subclass Notional Amount. Accrued
Certificate Interest will be calculated on the basis of a 360-day year
consisting of twelve 30-day months. In each case Accrued Certificate Interest on
any Class of Certificates will be reduced by the amount of (i) Prepayment
Interest Shortfalls (to the extent not offset by the Master Servicer with a
payment of Compensating Interest as provided in Section 4.01), (ii) the interest
portion (adjusted to the Net Mortgage Rate) of Realized Losses (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more specific Classes of
Certificates pursuant to Section 4.05, (iii) the interest portion of Advances
previously made with respect to a Mortgage Loan or REO Property which remained
unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property that were made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses and (iv) any other interest
shortfalls not covered by the subordination provided by the Class M Certificates
and Class B Certificates, including interest that is not collectible from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect from time to time,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date which would have resulted absent such reductions. Any portion
of the reductions described in the immediately preceding sentence that are
allocated to the Class A-3 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.
3
<PAGE>
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the total
of the amounts held in the Custodial Account at the close of business on the
preceding Determination Date on account of (i) Liquidation Proceeds, Insurance
Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant to
Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Master Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or equivalent
instrument, in recordable form, sufficient under the laws of the jurisdiction
wherein the related Mortgaged Property is located to reflect of record the sale
of the Mortgage Loan to the Trustee for the benefit of the Certificateholders,
which assignment, notice of transfer or equivalent instrument may be in the form
of one or more blanket assignments covering Mortgages secured by Mortgaged
Properties located in the same county, if permitted by law and accompanied by an
Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated June
29, 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.
4
<PAGE>
Available Distribution Amount: As to any Distribution Date, an amount equal
to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit in
the Custodial Account as of the close of business on the immediately preceding
Determination Date and amounts deposited in the Custodial Account in connection
with the substitution of Qualified Substitute Mortgage Loans, (ii) the amount of
any Advance made on the immediately preceding Certificate Account Deposit Date,
(iii) any amount deposited in the Custodial Account pursuant to Section 3.12(a)
and (iv) any amount deposited in the Certificate Account pursuant to Section
4.07, reduced by (b) the sum as of the close of business on the immediately
preceding Determination Date of (w) aggregate Foreclosure Profits, (x) the
Amount Held for Future Distribution, and (y) amounts permitted to be withdrawn
by the Master Servicer from the Custodial Account in respect of the Mortgage
Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination an amount equal to the
excess, if any, of (A) $100,000 over (B) the aggregate amount of Bankruptcy
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be
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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-S14" 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 the Class A-3 Certificates) 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
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predecessor Certificate) and applied to reduce the Certificate Principal Balance
or amount 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-3 Certificates (or any Subclass thereof) will have no Certificate
Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same designation.
The initial Class A-3 Certificates and any Subclass thereof issued pursuant to
Section 5.01(c) shall be a single Class for purposes of this Agreement.
Class A Certificate: Any one of the Class A-1, Class A-2, or Class A-3
Certificates, each such Certificate (other than the Class A-3 Certificates)
evidencing an interest designated as a "regular interest" in the Trust Fund for
purposes of the REMIC Provisions and, in each case 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-3
Certificates) evidencing an interest designated as a "regular interest" in the
Trust Fund for purposes of the REMIC Provisions. The Class A-3 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-3 Certificates
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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-3 Certificates.
Class A-2 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-2 Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in the Trust
Fund for purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage and
Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-1 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-1
Certificates, Class B-2 Certificates and Class B-3 Certificates immediately
prior to such Distribution Date divided by the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties) immediately
prior to such Distribution Date is greater than or equal to 0.50%.
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
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Principal Balance of all the Mortgage Loans (or related REO Properties) (other
than the related Discount Fraction of each Discount Mortgage Loan) immediately
prior to such Distribution Date.
Class B-3 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class B-3
Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 0.15%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in the Trust
Fund for purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage and
Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class M-2
Certificates, Class M-3 Certificates, Class B-1 Certificates, Class B-2
Certificates and Class B-3 Certificates immediately prior to such Distribution
Date divided by the aggregate Stated Principal Balance of all of the Mortgage
Loans (or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 1.25%.
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
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Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to 0.75%.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest designated as a "residual
interest" in the Trust Fund for purposes of the REMIC Provisions.
Closing Date: June 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.
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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, Illinois
60670-0126, Attention: Residential Funding Corporation Series 1998-S14.
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: June 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 & 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.
Defaulted Mortgage Loss: With respect to any Mortgage Loan, any loss that
is attributable to the Mortgagor's failure to make any payment of principal or
interest as required under the Mortgage Note, except that such loss shall not
include any Special Hazard Loss, Fraud Loss, Bankruptcy Loss, Extraordinary Loss
or other loss resulting from damage to the related Mortgaged Property.
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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(3) 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
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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 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
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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-2 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.
ERISA: The Employment Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution Date
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to
be maintained pursuant to Section 3.12(b) but are in excess of the
coverage maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in
part caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war,
including action in hindering, combating or defending against an
actual, impending or expected attack:
1. by any government or sovereign power, de jure or de facto,
or by any authority maintaining or using military, naval or
air forces; or
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2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or
forces;
(d) any weapon of war employing atomic fission or
radioactive force whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped
power or action taken by governmental authority in hindering, combating
or defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any
government or public authority; or risks of contraband or illegal
transportation or trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01 which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (Y) prior to the third anniversary of the Cut-off Date an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the third to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
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outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the 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.
Indirect Depository Participant: An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Notional Amount: With respect to any Class A-3 Certificates, the
Cut-off Date Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Class A-3
Certificates.
Initial Monthly Payment Fund: As defined in Section 2.01(f).
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans pursuant
to any Primary Insurance Policy or any other related insurance policy covering a
Mortgage Loan, to the extent such proceeds are payable to the mortgagee under
the Mortgage, any Subservicer, the Master Servicer or the Trustee and are not
applied to the restoration of the related Mortgaged Property or released to the
Mortgagor in accordance with the procedures that the Master Servicer would
follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
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Interest Accrual Period: With respect to any Certificate, and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs. Notwithstanding the foregoing, the distributions of
interest on any Distribution Date and the calculation of Accrued Certificate
Interest for all Classes of Certificates will reflect interest accrued, and
receipts with respect thereto, on the Mortgage Loans for the preceding calendar
month, as may be reduced in accordance with the definition of Accrued
Certificate Interest.
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-3 Certificates and the Uncertificated REMIC Regular Interests which have
no Certificate Principal Balance) representing a regular interest in the Trust
Fund would be reduced to zero, which is June 25, 2013, the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject of
a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
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Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto as
Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("SPREAD");
(viii) the initial scheduled monthly payment of principal,
if any, and interest ("ORIGINAL P & I");
(ix) the Cut-off Date Principal Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues
("SUBSERV FEE") and at which the Servicing Fee
accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN
FEATURE," indicating that the Mortgage Loan is
secured by a second or vacation residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating
that the Mortgage Loan is secured by a non-owner
occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
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Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held or deemed to be
held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage Loan.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made
by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: As of any Distribution Date, with respect to the Class A-3
Certificates, the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests Pool Strip Rates
represented by such Class A-3 Certificate immediately prior to such date.
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Officers' Certificate: A certificate signed by the Chairman of the Board,
the President or a Vice President or Assistant Vice President, or a Director or
Managing Director, and by the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee
and the Master Servicer, who may be counsel for the Company or the Master
Servicer, provided that any opinion of counsel (i) referred to in the definition
of "Permitted Transferee" or (ii) relating to the qualification of the Trust
Fund as a REMIC or compliance with the REMIC Provisions must, unless otherwise
specified, be an opinion of Independent counsel.
Original Senior Percentage: The fraction, expressed as a percentage, the
numerator of which is the aggregate Initial Certificate Principal Balance of the
Senior Certificates (other than the Class A-2 Certificates) and the denominator
of which is the aggregate Stated Principal Balance of the Mortgage Loans (other
than the Discount Fraction of the Discount Mortgage Loans), which is
approximately 98.00% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03 or 2.04.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-2 Certificates and Class A-3 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-3 Certificates (other than any Subclass thereof) and any Distribution
Date, a rate equal to the weighted average, expressed as a percentage, of the
Pool Strip Rates of all Mortgage Loans as of the Due Date in the month next
preceding the month in which such Distribution Date occurs, weighted on the
basis of the respective Stated Principal Balances of such Mortgage Loans, which
Stated Principal Balances shall be the Stated Principal Balances of such
Mortgage Loans at the close of business on the immediately preceding
Distribution Date after giving effect to distributions thereon allocable to
principal to the Holders of the Certificates. With respect to the Class A-3
Certificates and the initial Distribution Date, the Pass-Through Rate is equal
to 0.3174% per annum. With respect to any Subclass of the Class A-3 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 Holder of such Certificate (or with
respect to the initial
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Distribution Date, at the close of business on the Cut-off Date). The Class A-2
Certificates have no Pass-Through Rate and are not entitled to Accrued
Certificate Interest.
Paying Agent: The First National Bank of Chicago or any successor Paying
Agent appointed by the Trustee.
Percentage Interest: With respect to any Certificate (other than a Class R
Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Notional
Amount thereof (in the case of any Class A-3 Certificates) divided by the
aggregate Initial Certificate Principal Balance or Initial Notional Amount, as
applicable, of all of the Certificates of the same Class. With respect to a
Class R Certificate, the interest in distributions to be made with respect to
such Class evidenced thereby, expressed as a percentage, as stated on the face
of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and
interest by the United States or any agency or instrumentality thereof
when such obligations are backed by the full faith and credit of the
United States;
(ii) repurchase agreements on obligations specified in
clause (i) maturing not more than one month from the date of
acquisition thereof, provided that the unsecured obligations of the
party agreeing to repurchase such obligations are at the time rated by
each Rating Agency in its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand
deposits, time deposits and bankers' acceptances (which shall each have
an original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original maturity of
more than 365 days or a remaining maturity of more than 30 days)
denominated in United States dollars of any U.S. depository institution
or trust company incorporated under the laws of the United States or
any state thereof or of any domestic branch of a foreign depository
institution or trust company; provided that the debt obligations of
such depository institution or trust company (or, if the only Rating
Agency is Standard & Poor's, in the case of the principal depository
institution in a depository institution holding company, debt
obligations of the depository institution holding company) at the date
of acquisition thereof have been rated by each Rating Agency in its
highest short-term rating available; and provided further that, if the
only Rating Agency is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the
debt obligations of such subsidiary are not separately rated, the
applicable rating shall be that of the bank holding company; and,
provided further that, if the original maturity of such short-term
obligations of a domestic branch of a foreign depository institution or
trust company shall exceed 30 days, the short-term rating of such
institution shall be A-1+ in the case of Standard & Poor's if Standard
& Poor's is the Rating Agency;
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(iv) commercial paper and demand notes (having original
maturities of not more than 365 days) of any corporation incorporated
under the laws of the United States or any state thereof which on the
date of acquisition has been rated by each Rating Agency in its highest
short-term rating available; provided that such commercial paper or
demand notes shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated
by each Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will not
reduce the rating assigned to any Class of Certificates by such Rating
Agency below the lower of the then-current rating or the rating
assigned to such Certificates as of the Closing Date by such Rating
Agency, as evidenced in writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and 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 and either A-1 by Standard
& Poor's, P-1 by Moody's or D-1 by DCR in the case of DCR.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization, any "electing large partnership" as defined in
Section 775(a) of the Code, or a Non-United States Person.
Person: Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate equal
to the excess, if any, of (a) the Net Mortgage Rate of such Mortgage Loan on the
Cut-off Date over (b) 6.50% per annum (but not less than 0.00% per annum).
Prepayment Assumption: A prepayment assumption of 250% 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 0.20% per annum of the then
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outstanding principal balance of such mortgage loans in the first month of the
life of the mortgage loans, increasing by an additional 0.20% per annum in each
succeeding month until the thirtieth month, and a constant 6% per annum rate of
prepayment thereafter for the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution Date
and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
(i) For any Distribution Date prior to the Distribution Date in July, 2003
(unless the Certificate Principal Balances of the Class A
Certificates, other than the Class A-2 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
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had been reduced to zero (such percentage as recalculated, the
"Recalculated Percentage"); (c) the total amount of the reductions in
the Prepayment Distribution Percentages of the Maturing Class or
Classes pursuant to clause (a) of this sentence, expressed as an
aggregate percentage, shall be allocated among the Non-Maturing
Classes in proportion to their respective Recalculated Percentages
(the portion of such aggregate reduction so allocated to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes
of such Distribution Date, the Prepayment Distribution Percentage of
each Non-Maturing Class shall be equal to the sum of (1) the
Prepayment Distribution Percentage thereof, calculated in accordance
with the provisions in paragraph (ii) above as if the Certificate
Principal Balance of each Maturing Class had not been reduced to zero,
plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage
Loan (other than a Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate on the amount of such Curtailment.
Prepayment 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.
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Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage rate plus the rate per annum at which the Servicing
Fee is calculated in the case of a Modified Mortgage Loan) in the case of a
purchase made by the Master Servicer) on the Stated Principal Balance thereof to
the first day of the month following the month of purchase from the Due Date to
which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate for the Class A-3 Certificates and (ii) the excess of the Pool Strip Rate
on such Qualified Substitute Mortgage Loan as calculated pursuant to the
definition of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates pursuant to Section
4.02 hereof.
Rating Agency: DCR and Standard & Poor's with respect to the 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.
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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: (i) to the extent constituting a reduction of the
principal balance of such Mortgage Loan, the amount of such reduction; and (ii)
to the extent constituting a reduction of the interest rate borne by the
Mortgage Note, and with respect to each respective Monthly Payment (determined
by taking into account such Servicing Modification) the interest portion of
which was reduced by such Servicing Modification, including any Monthly Payment
that was or would have been due in the month immediately following the month in
which a Principal Prepayment or the Purchase Price of such Mortgage Loan is
received or is deemed to have been received, the amount of such reduction of the
interest portion thereof. With respect to each Mortgage Loan which has become
the subject of a Deficient Valuation, the difference between the principal
balance of the Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the principal balance of the Mortgage Loan as reduced by the
Deficient Valuation. With respect to each Mortgage Loan which has become the
object of a Debt Service Reduction, the amount of such Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of business
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
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.
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REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of which are attached
as Exhibit H hereto, or an electronic request in a form acceptable to the
Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any insurance
policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
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Seller's Agreement: An agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans consistent in all respects with those set
forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
July 1998 through
June 2003........................................ 100%
July 2003 through
June 2004................................... Senior Percentage, plus 70% of the
Subordinate Percentage
July 2004 through
June 2005................................... Senior Percentage, plus 60% of the
Subordinate Percentage
July 2005 through
June 2006................................... Senior Percentage, plus 40% of the
Subordinate Percentage
July 2006 through
June 2007.....................................Senior Percentage, plus 20% of the
Subordinate Percentage
July 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
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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 any Distribution Date are less
than 10% 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-2 Certificates) to zero, the Senior Accelerated Distribution Percentage shall
thereafter be 0%.
Senior Certificates: Any one of the Class A Certificates or Class R
Certificates.
Senior Interest Distribution Amount: As defined in Section 4.02(a)(i).
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the
Certificate Principal Balance of the Class A-2 Certificates) immediately prior
to such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans or related REO Properties (other
than the Discount Fraction of the Discount Mortgage Loans) immediately prior to
such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to
be distributed to the Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in connection with a default, delinquency or other
unanticipated event by the Master Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property, (ii) any enforcement or
judicial proceedings, including foreclosures, (iii) the management and
liquidation of any REO Property and (iv) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any
Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the
fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
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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.
Servicing Modification: Any reduction of the interest rate or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Special Hazard Amount: As of any Distribution Date, an amount equal to
$3,681,947 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 39.96% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property located in
the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss, exclusive of (i) any loss
of a type covered by a hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to Section 3.12(a),
except
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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-3 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-3 Certificates pursuant to Section 5.01(c).
Subclass Notional Amount: As of any Distribution Date, with respect to any
Subclass of the Class A-3 Certificates issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interest Pool Strip Rates represented by such
Subclass immediately prior to such date.
Subordinate Percentage: As of any Distribution Date, 100% minus the Senior
Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any Distribution
Date and each Class of Class M Certificates and Class B Certificates, (a) the
sum of (i) the product of (x) the related Class M Percentage or Class B
Percentage for such Class and (y) the aggregate of the amounts calculated for
such Distribution Date under clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the Certificate
Principal Balance of each Class of Class M Certificates and Class B Certificates
then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Senior Certificates; (iii) the product of (x) the related
Prepayment Distribution Percentage and (y) the aggregate of all Principal
Prepayments in Full and Curtailments received in the related Prepayment Period
(other than the related Discount Fraction of such Principal Prepayments in Full
and Curtailments with respect to a Discount Mortgage Loan) to the extent not
payable to the Senior Certificates; (iv) if such Class is the most senior Class
of Certificates then outstanding (as established in Section 4.05 hereof), any
Excess Subordinate Principal Amount for such Distribution Date; and (v) any
amounts described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a subordinate
Class of Class M or Class B Certificates minus (b) any Excess Subordinate
Principal Amount not payable to such Class on such Distribution Date
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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.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan.
Tax Returns: The federal income tax return on Internal Revenue Service Form
1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return, including
Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC
Taxable Income or Net Loss Allocation, or any successor forms, to be filed on
behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
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Trust Fund: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date as shall
be on deposit in the Custodial Account or in the
Certificate Account and identified as belonging to
the Trust Fund,
(iii) property which secured a Mortgage Loan and which has
been acquired for the benefit of the
Certificateholders by foreclosure or deed in lieu of
foreclosure, and
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and certain proceeds thereof.
Uncertificated Accrued Interest: With respect to each Distribution
Date, as to each Uncertificated REMIC Regular Interest, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on each such uncertificated interest, if the
Pass-Through Rate on such uncertificated interest was equal to the related
Uncertificated Pass-Through Rate and the notional amount of such uncertificated
interest was equal to the related Uncertificated Notional Amount; provided, that
any reduction in the amount of Accrued Certificate Interest resulting from the
allocation of Prepayment Interest Shortfalls, Realized Losses or other amounts
to the Class A-3 Certificateholders pursuant to Sections 4.02(a) and 4.05 hereof
shall be allocated to the Uncertificated REMIC Regular Interests pro rata in
accordance with the amount of interest accrued with respect to each related
Uncertificated Notional Amount and such Distribution Date.
Uncertificated Notional Amount: With respect to each Uncertificated REMIC
Regular Interest, the aggregate Stated Principal Balance of the related
Non-Discount Mortgage Loan.
Uncertificated Pass-Through Rate: With respect to each Uncertificated REMIC
Regular Interest, the related Uncertificated REMIC Regular Interest Pool Strip
Rate.
Uncertificated REMIC Regular Interest Pool Strip Rate: With respect to each
Uncertificated REMIC Regular Interest, the Pool Strip Rate for the related
Mortgage Loan.
Uncertificated REMIC Regular Interests: The 1168 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, each relating to a
particular Mortgage Loan, each having no principal balance, and each bearing
interest at the respective Uncertificated Pass-Through Rate on the
Uncertificated Notional Amount.
Uncertificated REMIC Regular Interest Distribution Amount: With respect to
any Distribution Date, the sum of the amounts deemed to be distributed on the
Uncertificated REMIC Regular Interest for such Distribution Date pursuant to
Section 4.08(a).
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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% of all of the Voting Rights shall be
allocated among Holders of Certificates, other than the Class A-3 Certificates
and Class R Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates; 1% of all Voting Rights shall be
allocated among the Holders of the Class A-3 Certificates (and any Subclass
thereof); and 1% of all Voting Rights shall be allocated among Holders of the
Class R Certificates allocated among the Certificates of each such Class in
accordance with their respective Percentage Interests.
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ARTICLE
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01 Conveyance of Mortgage Loans.
The Company, concurrently with the execution and delivery
hereof, does hereby assign to the Trustee without recourse all the right, title
and interest of the Company in and to the Mortgage Loans, including all interest
and principal received on or with respect to the Mortgage Loans after the
Cut-off Date (other than payments of principal and interest due on the Mortgage
Loans on or before the Cut-off Date).
In connection with such 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):
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;
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;
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;
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
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:
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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;
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;
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;
The original recognition agreement by the Cooperative of the interests of
the mortgagee with respect to the related Cooperative Loan;
The Security Agreement;
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;
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;
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;
The original of each modification, assumption agreement or preferred loan
agreement, if any, relating to such Cooperative Loan; and
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.
The Company may, in lieu of delivering the documents set forth in Section
2.01(b)(I)(iv) and (v) and Section 2.01(b)(II)(ii), (iv), (vii), (ix) and (x) to
the Trustee or the Custodian or Custodians, deliver such documents to the Master
Servicer, and the Master Servicer
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shall hold such documents in trust for the use and benefit of all present and
future Certificateholders until such time as is set forth below. Within ten
Business Days following the earlier of (i) the receipt of the original of each
of the documents or instruments set forth in Section 2.01(b)(I)(iv) and (v) and
Section 2.01(b)(II)(ii), (iv), (vii), (ix) and (x) (or copies thereof as
permitted by such Section) for any Mortgage Loan and (ii) a written request by
the Trustee to deliver those documents with respect to any or all of the
Mortgage Loans then being held by the Master Servicer, the Master Servicer shall
deliver a complete set of such documents to the Trustee or the Custodian or
Custodians that are the duly appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in
its possession an original or copy of each of the documents referred to in
Section 2.01(b)(I)(iv) and (v) and Section (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.
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
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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
2.01(b)(II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered in microfiche form.
It is intended that the conveyances by the Company to the Trustee of the
Mortgage Loans as provided for in this Section 2.01 be construed as a sale by
the Company to the Trustee of the Mortgage Loans for the benefit of the
Certificateholders. Further, it is not intended that any such conveyance be
deemed to be a pledge of the Mortgage Loans by the Company to the Trustee to
secure a debt or other obligation of the Company. However, in the event that the
Mortgage Loans are held to be property of the Company or of Residential Funding,
or if for any reason this Agreement is held or deemed to create a security
interest in the Mortgage Loans, then it is intended that (a) this Agreement
shall also be deemed to be a security agreement within the meaning of Articles 8
and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of
any other applicable jurisdiction; (b) the conveyance provided for in Section
2.01 shall be deemed to be (1) a grant by the Company to the Trustee of a
security interest in all of the Company's right (including the power to convey
title thereto), title and interest, whether now owned or hereafter acquired, in
and to (A) the Mortgage Loans, including (i) with respect to each Cooperative
Loan, the related Mortgage Note, Security Agreement, Assignment of Proprietary
Lease, Cooperative Stock Certificate, Cooperative Lease, any insurance policies
and all other documents in the related Mortgage File and (ii) with respect to
each Mortgage Loan other than a Cooperative Loan, the related Mortgage Note, the
Mortgage, any insurance policies and all other documents in the related Mortgage
File, (B) all amounts payable pursuant to the Mortgage Loans in accordance with
the terms thereof and (C) any and all general intangibles, accounts, chattel
paper, instruments, documents, money, deposit accounts, certificates of deposit,
goods, letters of credit, advices of credit and investment property, consisting
of, arising from or relating to any of the foregoing, and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts from time
to time held or invested in the Certificate Account or the Custodial Account,
whether in the form of cash, instruments, securities or other property and (2)
an assignment by the Company to the Trustee of any security interest in any and
all of Residential Funding's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to
the property described in the foregoing clauses (1)(A), (B), (C) and (D) granted
by Residential Funding to the Company pursuant to the Assignment Agreement; (c)
the possession by the Trustee, the Custodian or any other agent of the Trustee
of Mortgage Notes or such other items of property as constitute instruments,
money, negotiable documents, goods, letters of credit, advices of credit,
certificated securities or chattel paper shall be deemed to be "possession by
the secured party," or possession by a purchaser for purposes of perfecting the
security interest pursuant to the Minnesota Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction (including, without
limitation, Sections 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.
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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.
The Master Servicer hereby acknowledges the receipt by it of cash in an
amount equal to $413,684.84 (the "Initial Monthly Payment Fund"), representing
scheduled principal amortization and interest at the Net Mortgage Rate for the
Due Date in July 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 July 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)(i) through (iii) above (except that for purposes of such
acknowledgment only, a Mortgage Note may be endorsed in blank and an Assignment
of Mortgage may be in blank) and declares that it, or a Custodian as its agent,
holds and will hold such documents and the other documents constituting a part
of the Mortgage Files delivered to it, or a Custodian as its agent, in trust for
the use and benefit of all present and future Certificateholders. The Trustee or
Custodian (such Custodian being so obligated under a Custodial Agreement)
agrees, for the benefit of the Certificateholders, to review each Mortgage File
delivered to it pursuant to Section 2.01(b) within 45 days after the Closing
Date to ascertain that all required documents (specifically as set forth in
Section 2.01(b)), have been executed and received, and that such documents
relate to the Mortgage Loans identified on the Mortgage Loan Schedule, as
supplemented, that have been conveyed to it. Upon delivery of the Mortgage Files
by the Company or the Master Servicer, the Trustee shall
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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 (except that with respect to any document or documents
constituting a part of a Mortgage File not delivered by the Company to the
Custodian on the Closing Date, the Company shall undertake, with all reasonable
efforts, to substitute a Qualified Substitute Mortgage Loan to replace the
related Mortgage Loans), 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 the Certificateholders or the Trustee on behalf
of the Certificateholders. In addition, it is understood and agreed that the
Master Servicer may, at its discretion, substitute Qualified Substitute Mortgage
Loans to replace the Mortgage Loans identified on Schedule 1 attached hereto.
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Section 2.03 Representations, Warranties and Covenants of the Master
Servicer and the Company.
The Master Servicer hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that:
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;
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;
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;
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;
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;
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;
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
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of a material fact or omit a material fact necessary to make the information,
certificate, statement or report not misleading; and
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.
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):
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;
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;
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;
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
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the principal balance of the Mortgage Loan at origination if the
Loan-to-Value Ratio is between 95% and 90.01%, (b) at least 12% of
such balance if the Loan-to-Value Ratio is between 90% and 85.01% and
(c) at least 6% of such balance if the Loan-to-Value Ratio is between
85% 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;
The issuers of the Primary Insurance Policies are insurance companies
whose claims-paying abilities are currently acceptable to each Rating
Agency;
No more than 1.1% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date are secured by Mortgaged Properties located
in any one zip code area in California and no more than 1.0% 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. Three Mortgage Loans, representing approximately 0.27%
of the Mortgage Loans by aggregate Stated Principal Balance as of the
Cut-off Date, are Cooperative Loans;
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);
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;
No more than 0.9% of the Mortgage Loans were underwritten under a
reduced loan documentation program requiring no income verification and no
asset verification;
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;
None of the Mortgage Loans were Buydown Mortgage Loans;
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);
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;
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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);
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;
Interest on each Mortgage Loan is calculated on the basis of a 360-day
year consisting of twelve 30-day months; and
None of the Mortgage Loans contains in the related Mortgage File a
Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties set forth
in this Section 2.03(b) which materially and adversely affects the interests of
the Certificateholders in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that in the event of
a breach of the representation and warranty set forth in Section 2.03(b)(xii),
the party discovering such breach 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.
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Section 2.04 Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan.
Insofar as the Assignment Agreement or such Seller's Agreement relates to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, such right, title and interest
may be enforced by the Master Servicer on behalf of the Trustee and the
Certificate- holders. Upon the discovery by the Company, the Master Servicer,
the Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify the related Seller or Residential Funding, as the case may be, of such
breach and request that such Seller or Residential Funding, as the case may be,
either (i) cure such breach in all material respects within 90 days from the
date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that, in the case of a breach under the
Assignment Agreement, Residential Funding shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided that
if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
substitution must occur within 90 days from the date the breach was discovered.
In the event that Residential Funding elects to substitute a Qualified
Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this
Section 2.04, Residential Funding shall deliver to the Trustee for the benefit
of the Certificateholders with respect to such Qualified Substitute Mortgage
Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the
Mortgage in recordable form, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed as required by Section
2.01. No substitution will be made in any calendar month after the Determination
Date for such month. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution shall not be part of the Trust Fund
and will be retained by the Master Servicer and remitted by the Master Servicer
to Residential Funding on the next succeeding Distribution Date. For the month
of substitution, distributions to the Certificateholders will include the
Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter
Residential Funding shall be entitled to retain all amounts received in respect
of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be
amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a
Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of
the Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the substitution of the Qualified Substitute Mortgage Loan or Loans and the
Master Servicer shall deliver the amended Mortgage Loan Schedule, and, if the
Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of
Discount Fractions, to the Trustee. Upon such substitution, the Qualified
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement and the related Subservicing Agreement in all respects, the related
Seller shall be deemed to have made the representations and warranties with
respect to
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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 the Certificateholders. If the Master Servicer is Residential
Funding, then the Trustee shall also have the right to give the notification and
require the purchase or substitution provided for in the second preceding
paragraph in the event of such a breach of a representation or warranty made by
Residential Funding in the Assignment Agreement. In connection with the purchase
of or substitution for any such Mortgage Loan by Residential Funding, the
Trustee shall assign to Residential Funding all of the right, title and interest
in respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
Section 2.05 Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and the
delivery of the Mortgage Files to it, or any Custodian on its behalf, subject to
any exceptions noted, together with the assignment to it of all other assets
included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
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ARTICLE
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01 Master Servicer to Act as Servicer.
The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to an
Insurer, the acquisition of any property acquired by foreclosure or deed in lieu
of foreclosure, or the management, marketing and conveyance of any property
acquired by foreclosure or deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding the
foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a sale
or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code
and any proposed, temporary or final regulations promulgated thereunder (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and cause the Trust Fund to fail to qualify as such 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 customarily provided
by Persons other than servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in
the form of a "credit score" from a credit repository.
All costs incurred by the Master Servicer or by Subservicers in effecting
the timely payment of taxes and assessments on the properties subject to the
Mortgage Loans shall not, for the
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purpose of calculating monthly distributions to the Certificateholders, be added
to the amount owing under the related Mortgage Loans, notwithstanding that the
terms of such Mortgage Loan so permit, and such costs shall be recoverable to
the extent permitted by Section 3.10(a)(ii).
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.
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.
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
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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,
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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.
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.
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.
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 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
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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.
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):
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;
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;
Insurance Proceeds and Liquidation Proceeds (net of any related
expenses of the Subservicer);
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;
Any amounts required to be deposited pursuant to Section 3.07(c) or
3.21; and
All amounts transferred from the Certificate Account to the Custodial
Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the
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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.
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.
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.
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
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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.
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).
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,
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pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
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.
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:
to make deposits into the Certificate Account in the amounts and in the
manner provided for in Section 4.01;
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;
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
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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;
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);
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);
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;
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);
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;
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
to withdraw any amount deposited in the Custodial Account that was not
required to be deposited therein pursuant to Section 3.07.
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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.
The Master Servicer shall be entitled to reimburse itself or the related
Subservicer for any advance made in respect of a Mortgage Loan that the Master
Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to the
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.
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.
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In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and the Certificateholders, claims to the Insurer under any
Primary Insurance Policies, in a timely manner in accordance with such policies,
and, in this regard, to take or cause to be taken such reasonable action as
shall be necessary to permit recovery under any Primary Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance
Proceeds collected by or remitted to the Master Servicer under any Primary
Insurance Policies shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10.
Section 3.11. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
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).
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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.
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 3.12. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.
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:
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
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.
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Subject to the Master Servicer's duty to enforce any due-on-sale clause to
the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption or modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both (a) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (b) cause the Trust Fund to fail to qualify as a REMIC under the
Code or (subject to Section 10.01(f)), result in the imposition of any tax on
"prohibited transactions" or 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.
The Master Servicer or the related Subservicer, as the case may be, shall
be entitled to approve a request from a Mortgagor for a partial release of the
related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that the Trust Fund would fail to continue to qualify as a REMIC under the
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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.
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.
The Master Servicer shall foreclose upon or otherwise comparably convert
(which may include an REO Acquisition) the ownership of properties securing such
of the Mortgage Loans as come into and continue in default and as to which no
satisfactory arrangements can be made for collection of delinquent payments
pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to
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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.
In the event that title to any Mortgaged Property is acquired by the Trust
Fund as an REO Property by foreclosure or by deed in lieu of foreclosure, the
deed or certificate of sale shall be issued to the Trustee or to its nominee on
behalf of the Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in the Trust Fund until such time as the REO Property shall
be sold. Consistent with the foregoing for purposes of all calculations
hereunder so long as such REO Property shall be considered to be an Outstanding
Mortgage Loan it shall be assumed that, notwithstanding that the indebtedness
evidenced by the related Mortgage Note shall have been discharged, such Mortgage
Note and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy or similar proceeding
or any moratorium or similar waiver or grace period) remain in effect.
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, 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 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
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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 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.
The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date
on which such amounts are to be distributed; third, to the Certificateholders as
a recovery of principal on the Mortgage Loan (or REO Property)(provided that if
any such Class of Certificates to which such Realized Loss was allocated is no
longer outstanding, such subsequent recovery shall be distributed to the persons
who were the Holders of such Class of Certificates when it was retired); fourth,
to all Servicing Fees and Subservicing Fees payable therefrom (and the Master
Servicer and the Subservicer shall have no claims for any deficiencies with
respect to such fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
Section 3.15 Trustee to Cooperate; Release of Mortgage Files.
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
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satisfaction or deed of reconveyance shall be chargeable to the Custodial
Account or the Certificate Account.
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.
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.
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
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unpaid principal balance of such Mortgage Loan plus unpaid interest accrued
thereon (including REO Imputed Interest) at the related Net Mortgage Rate, the
Master Servicer shall be entitled to retain therefrom and to pay to itself
and/or the related Subservicer any Servicing Fee or Subservicing Fee considered
to be accrued but unpaid.
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.
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.
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.
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.
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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
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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.
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.
If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
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ARTICLE
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01 Certificate Account.
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.
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.
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-3 Certificates), shall be
based on the aggregate of the Percentage Interests represented by Certificates
of the applicable Class held by such Holder
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or (B) with respect to any Subclass of the Class A-3 Certificates, shall be
equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below to
the initial Holder of the Class A-3 Certificate or to each Holder of a Subclass
thereof, as applicable) of the following amounts, in the following order of
priority (subject to the provisions of Section 4.02(b)), in each case to the
extent of the Available Distribution Amount:
to the Class A Certificateholders (other than the Class A-2
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-3 Certificates), as applicable, for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of this Section
4.02(a) (the "Senior Interest Distribution Amount");
(X) to the Class A-2 Certificateholders, the Class A-2 Principal
Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class A-2 or Class A-3
or any Subclass of the Class A-3 Certificateholders) and Class R
Certificateholders, in the priorities and amounts set forth in Section
4.02(b)(ii) through (iii) and Section 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):
the Senior Percentage for such Distribution Date times the sum of the
following:
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;
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
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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);
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));
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);
any Excess Subordinate Principal Amount for such Distribution Date;
and
any amounts described in subsection (ii)(Y), clauses (A),
(B) and (C) of this Section 4.02(a), as determined for any
previous Distribution Date, which remain unpaid after application
of amounts previously distributed pursuant to this clause (E) to
the extent that such amounts are not attributable to Realized
Losses which have been allocated to the Class M Certificates or
Class B Certificates;
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
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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;
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;
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-2 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;
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;
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-2 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;
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;
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-2 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;
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;
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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-2 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;
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;
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-2 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;
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-2 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;
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-2 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;
to the Class A Certificateholders and Class R Certificateholders in the
priority set forth in Section 4.02(b), the portion, if any, of the
Available Distribution Amount remaining after the foregoing
distributions, applied to reduce the Certificate Principal Balances of
such Class A and Class R Certificates, but in no event more than the
aggregate of the outstanding Certificate Principal Balances of each
such Class of Class A and Class R Certificates, and thereafter, to each
Class of Class M Certificates then outstanding beginning with such
Class with the lowest numerical designation, any portion of the
Available Distribution Amount remaining after the Class A Certificates
and Class R Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Class M
Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Class M Certificates; and
thereafter to each such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class
M Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of
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Class B Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Class B
Certificates; and
to the Class R Certificateholders, the balance, if any, of the Available
Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Class B Certificates outstanding on such Distribution Date with the
highest numerical designation, or in the event the Class B Certificates are no
longer outstanding, the Class of Class M Certificates then outstanding with the
highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest shortfalls
relating to the failure of the Master Servicer to make any required Advance, or
the determination by the Master Servicer that any proposed Advance would be a
Nonrecoverable Advance with respect to the related Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash Liquidation or REO
Disposition.
Distributions of principal on the Class A Certificates (other than the
Class A-3 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:
first, to the Class A-2 Certificates, until the Certificate Principal
Balance thereof is reduced to zero, an amount (the "Class A-2 Principal
Distribution Amount") equal to the aggregate of:
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;
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);
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
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Principal Balance of such Discount Mortgage Loan immediately
prior to such Distribution Date and (2) the aggregate amount of
the collections on such Discount Mortgage Loan to the extent
applied as recoveries of principal;
any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
the amount of any Class A-2 Collection Shortfalls for such
Distribution Date and the amount of any Class A-2 Collection
Shortfalls remaining unpaid for all previous Distribution Dates,
but only to the extent of the Eligible Funds for such
Distribution Date;
the balance of the Senior Principal Distribution Amount, if
any, remaining after the distributions described in clause
4.02(b)(i) above shall be distributed to the Class R
Certificates, until the Certificate Principal Balance thereof has
been reduced to zero;
the balance, if any, of the Senior Principal Distribution
Amount remaining after the distribution described in clause
4.02(b)(ii) above shall be distributed to the Class A-1
Certificates, until the Certificate Principal Balance thereof has
been reduced to zero.
On or after the occurrence of the Credit Support Depletion Date all
priorities relating to distributions as described above in respect of principal
among the various classes of Senior Certificates (other than the Class A-2
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-2 Certificates and the Senior Principal Distribution Amount will
be distributed to all Classes of Senior Certificates (other than the Class A-2
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.
After reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class A-2 Certificates) to zero but prior to the
Credit Support Depletion Date, the Senior Certificates (other than the Class A-2
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-2, Class M and Class B Certificates.
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
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warranties made by the related Seller pursuant to the applicable Seller's
Agreement), the Master Servicer shall distribute such amounts to the Class or
Classes to which such Realized Loss was allocated, if applicable (with the
amounts to be distributed allocated among such Classes in the same proportions
as such Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. Notwithstanding the foregoing, no such
distribution shall be made with respect to the Certificates of any Class to the
extent that either (i) such Class was protected against the related Realized
Loss pursuant to any instrument or fund established under Section 12.01(e) or
(ii) such Class of Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes, and any
of such separate certificates or other instruments was protected against the
related Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any amount to be so
distributed shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (i) with respect to the Certificates of any Class
(other than the Class A-3 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-3 Certificates, to the Class
A-3 Certificates or any Subclass thereof to which the related Realized Loss (or
portion thereof) was previously allocated. Any amounts to be so distributed
shall not be remitted to or distributed from the Trust Fund, and shall
constitute subsequent recoveries with respect to Mortgage Loans that are no
longer assets of the Trust Fund.
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.
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
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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.
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:
(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;
the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
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;
the amount of any Advance by the Master Servicer pursuant to Section
4.04;
the number and Pool Stated Principal Balance of the Mortgage Loans
after giving effect to the distribution of principal on such
Distribution Date;
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;
the related Subordinate Principal Distribution Amount and Prepayment
Distribution Percentage, if applicable;
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;
the number, aggregate principal balance and book value of any REO
Properties;
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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;
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;
the weighted average Pool Strip Rate for such Distribution Date
and the Pass-Through Rate on the Class A-3 Certificates and each
Subclass, if any, thereof;
the occurrence of the Credit Support Depletion Date;
the Senior Accelerated Distribution Percentage applicable to such
distribution;
the Senior Percentage for such Distribution Date;
the aggregate amount of Realized Losses for such Distribution
Date;
the aggregate amount of any recoveries on previously foreclosed
loans from Sellers due to a breach of representation or warranty;
the weighted average remaining term to maturity of the Mortgage
Loans after giving effect to the amounts distributed on such
Distribution Date;
the weighted average Mortgage Rates of the Mortgage Loans after
giving effect to the amounts distributed on such Distribution Date;
and
each Notional Amount.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
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.
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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.
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.
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.
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
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Date. The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the Advance
made by the Master Servicer pursuant to this Section 4.04. The amount of any
reimbursement pursuant to Section 4.02(a)(iii) in respect of outstanding
Advances on any Distribution Date shall be allocated to specific Monthly
Payments due but delinquent for previous Due Periods, which allocation shall be
made, to the extent practicable, to Monthly Payments which have been delinquent
for the longest period of time. Such allocations shall be conclusive for
purposes of reimbursement to the Master Servicer from recoveries on related
Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Debt Service Reduction, Deficient Valuation, REO Disposition or
Servicing Modification (to the extent constituting a reduction of the principal
balance of the Mortgage Loan) that occurred during the related Prepayment Period
or in the case of a Servicing Modification that constitutes a reduction of the
interest rate on a Mortgage Loan, the amount of the reduction in the interest
portion of the Monthly Payment due in the month in which such Distribution Date
occurs. The amount of each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized Losses, other than Excess Special Hazard Losses,
Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; second, to the Class B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class B-1 Certificates until the Certificate Principal
Balance thereof has been reduced
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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-2 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-2
Certificates), Class R Certificates and, in respect of the interest portion of
such Realized Losses, on a pro rata basis, as described below. Any Excess
Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses on Non-Discount Mortgage Loans will be allocated among the
Class A (other than the Class A-2 Certificates), Class M, Class B and Class R
Certificates, and, in respect of the interest portion of such Realized Losses,
on a pro rata basis, as described below. The principal portion of such losses on
Discount Mortgage Loans will be allocated to the Class A-2 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-2 Certificates), Class M, Class B and Class
R Certificates on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the provisions of Section 4.02(a). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests (other than the Class A-3 Certificates) evidenced
thereby. All Realized Losses and all other losses allocated to the Class A-3
Certificates hereunder will be allocated to the Class A-3 Certificates and, if
any Subclasses thereof have been issued pursuant to Section 5.01(c), such
Realized Losses and other losses shall be allocated among the Subclasses of such
Class in proportion to the respective amounts of Accrued Certificate Interest
payable on such Distribution Date that would have resulted absent such
reductions.
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Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns with
respect to the receipt of mortgage interests received in a trade or business,
the reports of foreclosures and abandonments of any Mortgaged Property and the
information returns relating to cancellation of indebtedness income with respect
to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or more,
the Master Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time the Master Servicer makes
a payment to the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, the Trustee or the Trust Fund
whereupon the Master Servicer shall succeed to all of the Trustee's right, title
and interest in and to such Mortgage Loan, and all security and documents
relative thereto. Such assignment shall be an assignment outright and not for
security. The Master Servicer will thereupon own such Mortgage, and all such
security and documents, free of any further obligation to the Trustee or the
Certificateholders with respect thereto. Notwithstanding anything to the
contrary in this Section 4.07, 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 4.07. Distributions on the Uncertificated REMIC Regular Interests.
On each Distribution Date, the Trustee shall be deemed to distribute to
itself, as the holder of the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests
for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution Date.
In determining from time to time the Uncertificated REMIC Regular Interest
Distribution Amounts, Realized Losses allocated to the Class A-3 Certificates
under Section 4.05 shall be deemed allocated to Uncertificated REMIC Regular
Interests on a pro rata basis based on the Uncertificated Accrued Interest for
the related Distribution Date.
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On each Distribution Date, the Trustee shall be deemed to distribute from
the Trust Fund, in the priority set forth in Sections 4.02(a), to the Class A-3
Certificates, the amounts distributable thereon from the Uncertificated REMIC
Regular Interest Distribution Amounts deemed to have been received by the
Trustee from the Trust Fund under this Section 4.08. The amount deemed
distributable hereunder with respect to the Class A-3 Certificates shall equal
100% of the amounts payable with respect to the Uncertificated REMIC Regular
Interests.
Notwithstanding the deemed distributions on the Uncertificated REMIC
Regular Interests described in this Section 4.08, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
Section 4.09. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee or any
Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original issue discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholders pursuant to the terms of such requirements.
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ARTICLE
THE CERTIFICATES
Section 5.01. The Certificates.
The Class A, Class M, Class B and Class R Certificates, respectively, shall
be substantially in the forms set forth in Exhibits A, B, C and D and shall, on
original issue, be executed and delivered by the Trustee to the Certificate
Registrar for authentication and delivery to or upon the order of the Company
and in the case of any Certificates issued on the Closing Date, upon receipt by
the Trustee or one or more Custodians of the documents specified in Section
2.01. The Class A-1 Certificates shall be issuable in minimum dollar
denominations of $25,000 and integral multiples of $1 in excess thereof; the
Class A-2 and Class M-1 Certificates shall be issuable in minimum dollar
denominations of $25,000 and integral multiples of $1,000 in excess thereof, the
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates shall be
issuable in minimum dollar denominations of $250,000 and integral multiples of
$1,000 in excess thereof), except that one Certificate of the Class A-2, Class
M-2, Class M-3, 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-2 $ 25,081.67
Class M-2 $ 250,700.00
Class M-3 $ 250,400.00
Class B-2 $ 250,300.00
Class B-3 $ 250,235.55
The Class A-3 Certificates and Class R Certificates shall be issuable in
minimum denominations of not less than a 20% Percentage Interest (except as
provided in Section 5.01(c) with respect to the Class A-3 Certificates);
provided, however, that one Class R Certificate will be issuable to Residential
Funding as "tax matters person" pursuant to Section 10.01(c) and (e) in a
minimum denomination representing a Percentage Interest of not less than 0.01%.
Each Subclass of the Class A-3 Certificates shall be issuable in minimum
denominations of not less than a 100% Percentage Interest, except as provided in
Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
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The Class A Certificates, other than the Class A-2 and Class A-3
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-2 Certificates and Class A-3 Certificates,
through the book-entry facilities of the Depository and, except as provided
below, shall not be entitled to Definitive Certificates in respect of such
Ownership Interests. All transfers by Certificate Owners of their respective
Ownership Interests in the Book-Entry Certificates shall be made in accordance
with the procedures established by the Depository Participant or brokerage firm
representing such Certificate Owner. Each Depository Participant shall transfer
the Ownership Interests only in the Book-Entry Certificates of Certificate
Owners it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository is
no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
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From time to time, Residential Funding, as the initial Holder of the Class
A-3 Certificates may exchange such Holder's Class A-3 Certificates for
Subclasses of Class A-3 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-3 Certificates so surrendered for exchange. Any Subclass so issued shall
bear a numerical designation commencing with Class A-3-1 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. Each Subclass so issued shall be substantially in the form set forth in
Exhibit A and shall, on original issue, be executed and delivered by the Trustee
to the Certificate Registrar for authentication and delivery in accordance with
Section 5.01(a). Every Certificate presented or surrendered for transfer or
exchange by the initial Holder shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer attached to such Certificate and shall be completed to
the satisfaction of the Trustee and the Certificate Registrar duly executed by,
the Holder thereof or his attorney duly authorized in writing. The Certificates
of any Subclass of Class A-3 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.
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.
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 and aggregate Percentage Interest.
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.
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No transfer, sale, pledge or other disposition of a Class B Certificate
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act of 1933, as amended,
and any applicable state securities laws or is made in accordance with said Act
and laws. Except as provided in Section 5.02(e), in the event that a transfer of
a Class B Certificate is to be made either (i)(A) the Trustee shall require a
written Opinion of Counsel acceptable to and in form and substance satisfactory
to the Trustee and the Company that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made pursuant to said Act and laws, which Opinion of
Counsel shall not be an expense of the Trustee, the Company or the Master
Servicer (except that, if such transfer is made by the Company or the Master
Servicer or any Affiliate thereof, the Company or the Master Servicer shall
provide such Opinion of Counsel at its own expense); provided that such Opinion
of Counsel will not be required in connection with the initial transfer of any
such Certificate by the Company or any Affiliate thereof to the Company or an
Affiliate of the Company and (B) the Trustee shall require the transferee to
execute a representation letter, substantially in the form of Exhibit J-1
hereto, and the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit K hereto, each acceptable to and in
form and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer; provided, however, that such representation letters will
not be required in connection with any transfer of any such Certificate by the
Company or any Affiliate thereof to the Company or an Affiliate of the Company,
and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be written representation) from
the Company, of the status of such transferee as an Affiliate of the Company or
(ii) the prospective transferee of such a Certificate shall be required to
provide the Trustee, the Company and the Master Servicer with an investment
letter substantially in the form of Exhibit L attached hereto (or such other
form as the Company in its sole discretion deems acceptable), which investment
letter shall not be an expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that, among other things, such
transferee (A) is a "qualified institutional buyer" as defined under Rule 144A,
acting for its own account or the accounts of other "qualified institutional
buyers" as defined under Rule 144A, and (B) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any
such Certificate desiring to effect any such transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the Company,
the Master Servicer and the Certificate Registrar against any liability that may
result if the transfer, sale, pledge or other disposition is not so exempt or is
not made in accordance with such federal and state laws.
In the case of any Class M, Class B or Class R Certificate presented for
registration in the name of any Person, either (i) the Trustee shall require an
Opinion of Counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer to the effect that the purchase or
holding of such Class M, Class B or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of ERISA, or Section 4975 of the Code (or
comparable provisions of any subsequent enactments), and will not subject the
Trustee, the Company or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of the Code)
in addition to those undertaken in this Agreement, which Opinion of Counsel
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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
Exhibit J-2 (with respect to any Class M Certificate or any Class B Certificate)
or with a certification to the effect set forth in paragraph fourteen of Exhibit
I-1 (with respect to any Class R Certificate), which the Trustee may rely upon
without further inquiry or investigation, or such other certifications as the
Trustee may deem desirable or necessary in order to establish that such
transferee or the Person in whose name such registration is requested is not an
employee benefit plan or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code, or any Person (including an
investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition.
Each 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:
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.
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.
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.
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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.
Each Person holding or acquiring an Ownership Interest in a Class R
Certificate, by purchasing an Ownership Interest in such Certificate,
agrees to give the Trustee written notice that it is a "pass-through
interest holder" within the meaning of Temporary Treasury Regulation
Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Class R Certificate, if it is, or is holding an Ownership
Interest in a Class R Certificate on behalf of, a "pass-through interest
holder."
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.
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 Regulation Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact
not permitted by this Section 5.02(f) or for making any payments
due on such Certificate to the holder thereof or for taking any
other action with respect to such holder under the provisions of
this Agreement.
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
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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.
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.
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:
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
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.
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.
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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, 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.
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Section 5.06. Optional Purchase of Certificates.
On any Distribution Date on which the Pool Stated Principal Balance is less
than ten percent of the Cut-off Date Principal Balance of the Mortgage Loans,
either the Master Servicer or the Company shall have the right, at its option,
to purchase the Certificates in whole, but not in part, at a price equal to the
sum of the outstanding Certificate Principal Balance of such Certificates plus
the sum of one month's Accrued Certificate Interest thereon and any previously
unpaid Accrued Certificate Interest.
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:
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,
the purchase price therefor, if known, and
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.
Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate Interest with respect thereto.
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
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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.
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ARTICLE
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.
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.
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).
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
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effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company, the Master Servicer and
Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any obligation
to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
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Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE
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):
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
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
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
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
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
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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
the Master Servicer shall notify the Trustee pursuant to Section
4.04(b) that it is unable to deposit in the Certificate Account an
amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the Trustee may, and at the
direction of Holders of Certificates entitled to at least 51% of the Voting
Rights, the Trustee shall, by notice in writing to the Master Servicer (and to
the Company if given by the Trustee or to the Trustee if given by the Company),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee shall, by notice to the Master
Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding in
its capacity as Master Servicer hereunder, Residential Funding shall be entitled
to receive, out of any late collection of a Monthly Payment on a Mortgage Loan
which was due prior to the notice terminating Residential Funding's rights and
obligations as Master Servicer hereunder and received after such notice, that
portion to which Residential Funding would have been entitled pursuant to
Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in respect
thereof, and any other amounts payable to Residential Funding hereunder the
entitlement to which arose prior to the termination of its activities hereunder.
Upon the termination of Residential Funding as Master Servicer hereunder the
Company shall deliver to the Trustee a copy of the Program Guide.
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Section 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's consent (which shall not
be unreasonably withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers or Sellers as set forth in
such Sections, and its obligations to deposit amounts in respect of losses
incurred prior to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and
4.01(b) by the terms and provisions hereof); provided, however, that any failure
to perform such duties or responsibilities caused by the preceding Master
Servicer's failure to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation therefor, the
Trustee shall be entitled to all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to charge to the Custodial Account or
the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage servicing institution, having a
net worth of not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall become successor
to the Master Servicer and shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Master Servicer
hereunder. The Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. The Servicing Fee for any successor Master Servicer
appointed pursuant to this Section 7.02 will be lowered with respect to those
Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less
than 0.20% per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
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.
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Within 60 days after the occurrence of any Event of Default, the Trustee
shall transmit by mail to all Holders of Certificates notice of each such Event
of Default hereunder known to the Trustee, unless such Event of Default shall
have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 12.01(b)(i), (ii) or (iii). Upon any such waiver of a default or Event
of Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
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ARTICLE
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
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.
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.
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:
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;
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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;
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;
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
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.
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.
Except as otherwise provided in Section 8.01:
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;
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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;
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;
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;
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;
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
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.
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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.
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.
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
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against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement, provided that:
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;
while maintaining control over its own defense, the Trustee shall
cooperate and consult fully with the Master Servicer in preparing
such defense; and
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.
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.
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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.
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.
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.
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.
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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.
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.
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.
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
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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.
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.
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 12.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at 14 Wall Street, New
York, New York 10005 for the purpose of keeping the Certificate Register. The
Trustee will maintain an office at the address stated in Section 12.05(c) hereof
where notices and demands to or upon the Trustee in respect of this Agreement
may be served.
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ARTICLE
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans.
Subject to Section 9.03, 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:
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
the purchase by the Master Servicer or the Company of all Mortgage
Loans and all property acquired in respect of any Mortgage Loan remaining
in the Trust Fund at a price equal to 100% of the unpaid principal balance
of each Mortgage Loan or, if less than such unpaid principal balance, the
fair market value of the related underlying property of such Mortgage Loan
with respect to Mortgage Loans as to which title has been acquired if such
fair market value is less than such unpaid principal balance (net of any
unreimbursed Advances attributable to principal) on the day of repurchase
plus accrued interest thereon at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of any Modified Mortgage Loan), as reduced by any
Servicing Modification that constituted an interest rate reduction to, but
not including, the first day of the month in which such repurchase price is
distributed, provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador
of the United States to the Court of St. James, living on the date hereof
and provided further that the purchase price set forth above shall be
increased as is necessary, as determined by the Master Servicer, to avoid
disqualification of the Trust Fund 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.
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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:
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,
the amount of any such final payment, if known, and
that the Record Date otherwise applicable to such Distribution Date is
not applicable, and in the case of the Class A Certificates, Class M
Certificates, Class B Certificates and Class R Certificates, that payment
will be made only upon presentation and surrender of the Certificates at
the office or agency of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
In the case of the Class A, Class M, Class B and the Class R Certificates,
upon presentation and surrender of the Certificates by the Certificateholders
thereof, the Trustee shall distribute to the Certificateholders (i) the amount
otherwise distributable on such Distribution Date, if not in connection with the
Master Servicer's or the Company's election to repurchase, or (ii) if the Master
Servicer or the Company elected to so repurchase, an amount determined as
follows: (A) with respect to each Certificate the outstanding Certificate
Principal Balance thereof, plus one month's Accrued Certificate Interest and (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).
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
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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.
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:
The Master Servicer shall establish a 90-day liquidation period for
the Trust Fund, as the case may be, and specify the first day of such
period in a statement attached to the Trust Fund's final Tax Return
pursuant to Treasury regulations Section 1.860F-1. The Master Servicer also
shall satisfy all of the requirements of a qualified liquidation for the
Trust Fund, as the case may be, under Section 860F of the Code and
regulations thereunder;
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
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
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Master Servicer or the Company shall not purchase any of the assets of
the Trust Fund prior to the close of that calendar quarter.
Each Holder of a Certificate and the Trustee hereby irrevocably approves
and appoints the Master Servicer as its attorney-in-fact to adopt a plan of
complete liquidation for the Trust Fund at the expense of the Trust Fund in
accordance with the terms and conditions of this Agreement.
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ARTICLE
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat
the Trust Fund (other than the Initial Monthly Payment Fund) as a REMIC under
the Code and, if necessary, under applicable state law. Such election will be
made on Form 1066 or other appropriate federal tax or information return
(including Form 8811) or any appropriate state return for the taxable year
ending on the last day of the calendar year in which the Certificates are
issued. For the purposes of the REMIC election in respect of the Trust Fund,
each of the Class A Certificates (other than the Class A-3 Certificates), Class
M Certificates, Class B Certificates and the Uncertificated REMIC Regular
Interests shall be designated as the "regular interests" and the Class R
Certificates shall be designated as the sole class of "residual interests" in
the REMIC. The REMIC Administrator and the Trustee shall not permit the creation
of any "interests" (within the meaning of Section 860G of the Code) in the Trust
Fund other than the regular interests and the interests represented by the Class
R Certificates, respectively.
(b) The Closing Date is hereby designated as the "startup day"
of the Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest of the Class R Certificates and shall
be designated as "the tax matters person" with respect to the Trust Fund in the
manner provided under Treasury regulations section 1.860F-4(d) and Treasury
regulations section 301.6231(a)(7)-1. The REMIC Administrator, as tax matters
person, shall (i) act on behalf of the Trust Fund in relation to any tax matter
or controversy involving the Trust Fund and (ii) represent the Trust Fund in any
administrative or judicial proceeding relating to an examination or audit by any
governmental taxing authority with respect thereto. The legal expenses,
including without limitation attorneys' or accountants' fees, and costs of any
such proceeding and any liability resulting therefrom shall be expenses of the
Trust Fund and the REMIC Administrator shall be entitled to reimbursement
therefor out of amounts attributable to the Mortgage Loans on deposit in the
Custodial Account as provided by Section 3.10 unless such legal expenses and
costs are incurred by reason of the REMIC Administrator's willful misfeasance,
bad faith or gross negligence. If the REMIC Administrator is no longer the
Master Servicer hereunder, at its option the REMIC Administrator may continue
its duties as a REMIC Administrator and shall be paid reasonable compensation
not to exceed $3,000 per year, by any successor Master Servicer hereunder for so
acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be
prepared all of the Tax Returns that it determines are required with respect to
the Trust Fund 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
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the REMIC Administrator with such information, within their respective control,
as the REMIC Administrator may from time to time request for the purpose of
enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any
Transferor of a Class R Certificate such information as is necessary for the
application of any tax relating to the transfer of a Class R Certificate to any
Person who is not a Permitted Transferee, (ii) to the Trustee and the Trustee
shall forward to the Certificateholders such information or reports as are
required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium (using the
Prepayment Assumption) and (iii) to the Internal Revenue Service the name,
title, address and telephone number of the person who will serve as the
representative of the Trust Fund.
(f) The Master Servicer and the REMIC Administrator shall take
such actions and shall cause the Trust Fund created hereunder to take such
actions as are reasonably within the Master Servicer's or the REMIC
Administrator's control and the scope of its duties more specifically set forth
herein as shall be necessary or desirable to maintain the status thereof as a
REMIC under the REMIC Provisions (and the Trustee shall assist the Master
Servicer and the REMIC Administrator, to the extent reasonably requested by the
Master Servicer and the REMIC Administrator to do so). The Master Servicer and
the REMIC Administrator shall not knowingly or intentionally take any action,
cause the Trust Fund to take any action or fail to take (or fail to cause to be
taken) any action reasonably within their respective control, that, under the
REMIC Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of the Trust Fund as a REMIC or (ii) result in the imposition of a
tax upon the Trust Fund (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either such
event, in the absence of an Opinion of Counsel or the indemnification referred
to in this sentence, an "Adverse REMIC Event") unless the Master Servicer or the
REMIC Administrator, as applicable, has received an Opinion of Counsel (at the
expense of the party seeking to take such action or, if such party fails to pay
such expense, and the Master Servicer or the REMIC Administrator, as applicable,
determines that taking such action is in the best interest of the Trust Fund and
the Certificateholders, at the expense of the Trust Fund, but in no event at the
expense of the Master Servicer, the REMIC Administrator or the Trustee) to the
effect that the contemplated action will not, with respect to the Trust Fund
created hereunder, endanger such status or, unless the Master Servicer, the
REMIC Administrator or both, as applicable, determine in its or their sole
discretion to indemnify the Trust Fund against the imposition of such a tax,
result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken provided that the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that all other preconditions to the taking
of such action have been satisfied. The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Master Servicer
or the REMIC Administrator, as applicable, has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to the Trust Fund or its assets, or causing the Trust Fund to take any
action, which is not expressly permitted under the terms of this
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Agreement, the Trustee will consult with the Master Servicer or the REMIC
Administrator, as applicable, or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with respect to
the Trust Fund, and the Trustee shall not take any such action or cause the
Trust Fund to take any such action as to which the Master Servicer or the REMIC
Administrator, as applicable, has advised it in writing that an Adverse REMIC
Event could occur. The Master Servicer or the REMIC Administrator, as
applicable, may consult with counsel to make such written advice, and the cost
of same shall be borne by the party seeking to take the action not expressly
permitted by this Agreement, but in no event at the expense of the Master
Servicer or the REMIC Administrator. At all times as may be required by the
Code, the Master Servicer will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the
assets of the Trust Fund as "qualified mortgages" as defined in Section
860G(a)(3) of the Code and "permitted investments" as defined in Section
860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited
transactions" of the Trust Fund created hereunder as defined in Section
860F(a)(2) of the Code, on "net income from foreclosure property" of the Trust
Fund as defined in Section 860G(c) of the Code, on any contributions to the
Trust Fund after the Startup Day therefor pursuant to Section 860G(d) of the
Code, or any other tax is imposed by the Code or any applicable provisions of
state or local tax laws, such tax shall be charged (i) to the Master Servicer,
if such tax arises out of or results from a breach by the Master Servicer of any
of its obligations under this Agreement or the Master Servicer has in its sole
discretion determined to indemnify the Trust Fund against such tax, (ii) to the
Trustee, if such tax arises out of or results from a breach by the Trustee of
any of its obligations under this Article X, or otherwise (iii) against amounts
on deposit in the Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the aggregate of such taxes
shall be allocated in reduction of the Accrued Certificate Interest on each
Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal
income tax purposes, maintain books and records with respect to the Trust Fund
on a calendar year and on an accrual basis or as otherwise may be required by
the REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor
the Trustee shall accept any contributions of assets to the Trust Fund unless
(subject to Section 10.01(f)) the Master Servicer and the Trustee shall have
received an Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in the Trust Fund
will not cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificates are out-
standing or subject the Trust Fund 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 Trust Fund will
receive a fee or other compensation for services nor permit either such REMIC to
receive any income from assets other than "qualified mortgages" as defined in
Section 860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
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(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-3 Certificates and the Uncertificated REMIC Regular Interests, which
have no Certificate Principal Balance) representing a regular interest in the
Trust Fund is June 25, 2013, which is the Distribution Date immediately
following the latest scheduled maturity 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 Trust Fund.
(m) Neither the Trustee nor the Master Servicer shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection
with (i) the default, imminent default or foreclosure of a Mortgage Loan,
including but not limited to, the acquisition or sale of a Mortgaged Property
acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund,
(iii) the termination of the Trust Fund pursuant to Article IX of this Agreement
or (iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for the Trust Fund, nor sell or dispose of any
investments in the Custodial Account or the Certificate Account for gain nor
accept any contributions to the Trust Fund after the Closing Date unless it has
received an Opinion of Counsel that such sale, disposition, substitution or
acquisition will not (a) affect adversely the status of the Trust Fund as a
REMIC or (b) unless the Master Servicer has determined in its sole discretion to
indemnify the Trust Fund against such tax, cause the Trust Fund to be subject to
a tax on "prohibited transactions" or "contributions" pursuant to the REMIC
Provisions.
Section 10.02. Master Servicer, REMIC Administrator and Trustee Indemnification.
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.
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.
The Master Servicer agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Trustee for any taxes and costs (including, without
limitation, any reasonable attorneys' fees) imposed on or incurred by the Trust
Fund, the Company or the Trustee, as a result of a breach of the Master
Servicer's covenants set forth in this Article X or in Article III
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with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or omissions.
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ARTICLE
[RESERVED]
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ARTICLE
MISCELLANEOUS PROVISIONS
Section 12.01. Amendment.
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:
to cure any ambiguity,
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,
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,
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,
to modify, eliminate or add to the provisions of Section 5.02(f) or any
other provision hereof restricting transfer of the Class R
Certificates, by virtue of their being the "residual interests" in the
Trust Fund, provided that (A) such change shall not result in
reduction of the rating assigned to any such Class of Certificates
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date, as evidenced by a letter
from each Rating Agency to such effect, and (B) such change shall not
(subject to Section 10.01(f)), as evidenced by an Opinion of Counsel
(at the expense of the party seeking so to modify, eliminate or add
such provisions), cause either the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a
federal tax caused by a transfer to a Person that is not a Permitted
Transferee, or
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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.
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:
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,
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.
Notwithstanding any contrary provision of this Agreement, the Trustee shall
not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause the Trust Fund to fail to qualify as a REMIC at
any time that any Certificate is outstanding. The Trustee may but shall not be
obligated to enter into any amendment pursuant to this Section that affects its
rights, duties and immunities and this agreement or otherwise; provided however,
such consent shall not be unreasonably withheld.
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.
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
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federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulation Section 1.860G-2(h) as it reads as of the Cut-off Date. In connection
with the provision of any such instrument or fund, this Agreement and any
provision hereof may be modified, added to, deleted or otherwise amended in any
manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as applicable; provided
that the Company obtains (subject to Section 10.01(f)) an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code and (b) the Trust Fund 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 12.02. Recordation of Agreement; Counterparts.
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.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
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Section 12.03. Limitation on Rights of Certificateholders.
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.
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.
No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, unless such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
Certificates of any Class evidencing in the aggregate not less than 25% of the
related Percentage Interests of such Class, shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 12.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 12.04. Governing Law.
This agreement and the Certificates shall be governed by and construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 12.05. Notices.
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,
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Attention: President or such other address as may hereafter be furnished to the
Master Servicer and the Trustee in writing by the Company, (b) in the case of
the Master Servicer, 10 Universal City Plaza, Suite 2100, Universal City,
California 91608, Attention: Ms. Becker or such other address as may be
hereafter furnished to the Company and the Trustee by the Master Servicer in
writing, (c) in the case of the Trustee, One First National Plaza, Suite 0126,
Chicago, Illinois 60670-0126, Attention: Residential Funding Corporation Series
1998-S14 or such other address as may hereafter be furnished to the Company and
the Master Servicer in writing by the Trustee, (d) in the case of DCR, Duff &
Phelps Credit Rating Co., 55 East Monroe Street, 35th Floor, Chicago, Illinois
60603, Attention: MBS Monitoring or such other address as may hereafter be
furnished to the Company, Trustee and the Master Servicer in writing by DCR and
(e) in the case of Standard & Poor's, 26 Broadway, New York, New York 10004 or
such other address as may be hereafter furnished to the Company, Trustee and
Master Servicer by Standard & Poor's. Any notice required or permitted to be
mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such holder as shown in the Certificate Register. Any
notice so mailed within the time prescribed in this Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder receives such notice.
Section 12.05. 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 material change or amendment to this Agreement,
the occurrence of an Event of Default,
the termination or appointment of a successor Master Servicer or Trustee
or a change in the majority ownership of the Trustee,
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,
the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
the statements required to be delivered pursuant to Sections 3.18 and
3.19,
a change in the location of the Custodial Account or the Certificate
Account,
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,
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the occurrence of the Final Distribution Date, and
the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 12.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 12.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust or other entity not subject to taxation
for federal income tax purposes and (ii) the adoption of the Supplemental
Article will not endanger the status of the Trust Fund as a REMIC or (subject to
Section 10.01(f)) result in the imposition of a tax upon the Trust Fund
(including but not limited to the tax on prohibited transactions as defined in
Section 860F(a)(2) of the Code and the tax on contributions to a REMIC as set
forth in Section 860G(d) of the Code).
122
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Randy Van Zee
Title: Vice President
Attest:
Name: Timothy A. Kruse
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Timothy A. Kruse
Title: Director
Attest:
Name: Randy Van Zee
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of June, 1998 before me, a notary public in
and for said State, personally appeared Randy Van Zee, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of June, 1998 before me, a notary public in
and for said State, personally appeared Timothy A. Kruse, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 29th day of June, 1998 before me, a notary public in
and for said State, personally appeared _________________, known to me to be an
Vice President of The First National Bank of Chicago, a national banking
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
SCHEDULE 1
To be provided upon request
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING
THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS JUNE 29, 1998. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT 250% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $_____ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE
INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER $1,000 OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY
OF THE PASS-THROUGH RATE.]
A-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Certificate No. __ [_____%] [Adjustable][Variable] Pass-Through
Rate
Class A-__ Senior
Date of Pooling and Servicing Percentage Interest: ____%
Agreement and Cut-off Date:
June 1, 1998
First Distribution Date: Aggregate Initial [Certificate Principal Balance]
July 25, 1998 [Notional Amount] of the Class A-__ Certificates:
$------------
Master Servicer: Initial [Certificate Principal
Residential Funding Corporation Balance] [Notional Amount] of this Certificate:
$------------
Assumed Final CUSIP _________
Distribution Date:
June 25, 2028
</TABLE>
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-S14
evidencing a percentage interest in the distributions allocable to the
Class A-__ Certificates with respect to a Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _____________________________ is the registered owner
of the Percentage Interest evidenced by this Certificate (obtained by dividing
the Initial [Certificate Principal Balance] [Notional Amount] of this
Certificate by the aggregate Initial [Certificate Principal Balance] [Notional
Amount] of all Class A-___ Certificates, both as specified above) in certain
distributions with respect to the Trust Fund consisting primarily of an interest
in a pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the "Company," which term includes any
successor entity under the Agreement referred to
A-2
<PAGE>
below). The Trust Fund was created pursuant to a Pooling and Servicing Agreement
dated as specified above (the "Agreement") among the Company, the Master
Servicer and The First National Bank of Chicago as trustee (the "Trustee"), a
summary of certain of the pertinent provisions of which is set forth hereafter.
To the extent not defined herein, the capitalized terms used herein have the
meanings assigned in the Agreement. This Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of the acceptance hereof
assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount of [interest and] [principal], if
any, required to be distributed to Holders of Class A-__ Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
[Certificate Principal Balance] [Notional Amount] of this Certificate is set
forth above. The [Certificate Principal Balance] [Notional Amount] hereof will
be reduced to the extent of distributions allocable to principal and any
Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or
the Certificate Account created for the benefit of Certificateholders may be
made by the Master
A-3
<PAGE>
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.
A-4
<PAGE>
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-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June 29, 1998 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
A-6
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_________________ for the account of_________________ account
number__________________ , or, if mailed by check,
to____________________________. Applicable statements should be mailed
to______________________ .
This information is provided by_________________________, the assignee
named above, or_____________________________________, as its agent.
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES [,] [AND] [CLASS R CERTIFICATES] [,] [AND CLASS M-1 CERTIFICATES]
[,] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS 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 JUNE 29, 1998. ASSUMING THAT
THE MORTGAGE LOANS PREPAY AT 250% 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
<PAGE>
A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
B-2
<PAGE>
Certificate No. ___ ____% Pass-Through Rate
Class M- Mezzanine Aggregate Certificate
Principal Balance
of the Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
June 1, 1998 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
July 25, 1998
CUSIP: ____________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
June 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S14
evidencing a percentage interest in any distributions allocable to the
Class M-__ Certificates with respect to the Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
Certificate Principal Balance of this Certificate by the aggregate Certificate
Principal Balance of all Class M-__ Certificates, both as specified above) in
certain distributions with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the "Company," which term includes any
successor entity under the Agreement referred to below). The Trust Fund was
created pursuant to a Pooling and Servicing Agreement dated as specified above
(the "Agreement") among the Company, the Master Servicer and The First National
Bank of Chicago, as trustee (the "Trustee"), a summary
B-3
<PAGE>
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 PTCE
95-60.
B-4
<PAGE>
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.
B-5
<PAGE>
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-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June 29, 1998 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-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_________________ for the account of_________________ account
number__________________ , or, if mailed by check,
to____________________________. Applicable statements should be mailed
to______________________ .
This information is provided by_________________________, the assignee
named above, or_____________________________________, as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES [,] [AND] [CLASS M CERTIFICATES] [,] [AND]
[CLASS B-1 CERTIFICATES] [AND] [CLASS B-2 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS JUNE 29, 1998. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 250% 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. __ ____ % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
June 1, 1998
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
July 25, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
June 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S14
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that 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
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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
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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 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
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<PAGE>
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.
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IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June 29, 1998 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
C-6
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_________________ for the account of_________________ account
number__________________ , or, if mailed by check,
to____________________________. Applicable statements should be mailed
to______________________ .
This information is provided by_________________________, the assignee
named above, or_____________________________________, as its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES
PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO
<PAGE>
LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A
CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE
RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY
ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED TO THE
PROVISIONS OF THIS PARAGRAPH.
D-2
<PAGE>
Certificate No. ___ ____% Pass-Through Rate
Class R Senior Aggregate Initial Certificate Principal
Balance of the Class R Certificates:
$100.00
Date of Pooling and Servicing Percentage Interest: ______%
Agreement and Cut-off Date:
June 1, 1998
First Distribution Date: Initial Certificate Principal
July 25, 1998 Balance of this Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
June 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1998-S14
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage or any of their affiliates. Neither this Certificate nor the underlying
Mortgage Loans are guaranteed or insured by any governmental agency or
instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _________________________ is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
Initial Certificate Principal Balance of this Certificate by the aggregate
Initial Certificate Principal Balance of all Class R Certificates, both as
specified above) in certain distributions with respect to a Trust Fund,
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and
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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")
D-4
<PAGE>
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
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<PAGE>
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.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: June 29, 1998 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
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to_________________________for the account of
___________________account number ____________________________ , or, if mailed
by check, to_____________________. Applicable statements should be mailed to
_____________________________.
This information is provided by ________________ , the assignee named
above, or__________________________ , as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of June 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.,
as company (together with any successor in interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with any successor in interest
or successor under the Pooling Agreement referred to below, the "Master
Servicer"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee have entered
into a Pooling and Servicing Agreement, dated as of June 1, 1998, relating to
the issuance of Residential Funding Mortgage Securities I, Inc., Mortgage
Pass-Through Certificates, Series 1998-S14 (as in effect on the date of this
agreement, the "Original Pooling Agreement," and as amended and supplemented
from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the
purposes of receiving and holding certain documents and other instruments
delivered by the Company and the Master Servicer under the Pooling Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trustee, the Company, the Master
Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling Agreement, unless otherwise
required by the context herein.
<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage Files.
The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments.
If any Mortgage File includes one or more assignments to the Trustee of
Mortgage Notes and related Mortgages that have not been recorded, each such
assignment shall be delivered by the Custodian to the Company for the purpose of
recording it in the appropriate public office for real property records, and the
Company, at no expense to the Custodian, shall promptly cause to be recorded in
the appropriate public office for real property records each such assignment
and, upon receipt thereof from such public office, shall return each such
assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall
deliver to the Trustee an Initial Certification in the form annexed hereto as
Exhibit One evidencing receipt of a Mortgage File for each Mortgage Loan listed
on the Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the
Certificates, the Custodian agrees, for the benefit of Certificateholders, to
review, in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each Mortgage File, and shall deliver to the Trustee an Interim
Certification in the form annexed hereto as Exhibit Two to the effect that all
documents required to be delivered pursuant to Section 2.01(b) of the Pooling
Agreement have been executed and received and that such documents relate to the
Mortgage Loans identified on the Mortgage Loan Schedule, except for any
exceptions listed on Schedule A attached to such Interim Certification. Within
45 days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a Servicing Officer, that the
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<PAGE>
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 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage Files.
Upon the repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or
the receipt by the Master Servicer of a notification that payment in full will
be escrowed in a manner customary for such purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 of the Pooling Agreement have been or will be
so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or foreclosures of
any Mortgage Loan, including, for this purpose, collection under any Primary
Insurance Policy or any Mortgage Pool Insurance Policy, the Master Servicer
shall deliver to the Custodian a certificate of a Servicing Officer requesting
that possession of all, or any document constituting part, of the Mortgage File
be released to the Master Servicer and certifying as to the reason for such
release and that such release will not invalidate any insurance coverage
provided in respect of the Mortgage Loan under any of the Required Insurance
Policies. With such certificate, the Master Servicer shall deliver to the
Custodian a trust receipt signed by a Servicing Officer on behalf of the Master
Servicer, and upon receipt of the foregoing, the Custodian shall deliver the
Mortgage File or such document to the Master Servicer. The Master Servicer shall
cause each Mortgage File or any document therein so released to be returned to
the Custodian when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in
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<PAGE>
the Custodial Account or (ii) the Mortgage File or such document has been
delivered to an attorney, or to a public trustee or other public official as
required by law, for purposes of initiating or pursuing legal action or other
proceedings for the foreclosure of the Mortgaged Property either judicially or
non-judicially, and the Master Servicer has delivered to the Custodian a
certificate of a Servicing Officer certifying as to the name and address of the
Person to which such Mortgage File or such document was delivered and the
purpose or purposes of such delivery. In the event of the liquidation of a
Mortgage Loan, the Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements.
In the event that any assumption agreement or substitution of liability
agreement is entered into with respect to any Mortgage Loan subject to this
Agreement in accordance with the terms and provisions of the Pooling Agreement,
the Master Servicer shall notify the Custodian that such assumption or
substitution agreement has been completed by forwarding to the Custodian the
original of such assumption or substitution agreement, which shall be added to
the related Mortgage File and, for all purposes, shall be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee.
With respect to each Mortgage Note, Mortgage and other documents
constituting each Mortgage File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the Trustee and has no
instructions to hold any Mortgage Note or Mortgage for the benefit of any person
other than the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification.
The Company hereby agrees to indemnify and hold the Custodian harmless from
and against all claims, liabilities, losses, actions, suits or proceedings at
law or in equity, or any other expenses, fees or charges of any character or
nature, which the Custodian may incur or with which the Custodian may be
threatened by reason of its acting as custodian under this Agreement, including
indemnification of the Custodian against any and all expenses, including
attorney's fees if counsel for the Custodian has been approved by the Company,
and the cost of defending any action, suit or proceedings or resisting any
claim. Notwithstanding the foregoing, it is specifically understood and agreed
that in the event any such claim, liability, loss, action, suit or proceeding or
other expense, fee or charge shall have been caused by reason of any negligent
act, negligent failure to act or willful misconduct on the part of the
Custodian, or which shall constitute a willful breach of its duties hereunder,
the indemnification provisions of this Agreement shall not apply.
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<PAGE>
Section 3.3. Custodian May Own Certificates.
The Custodian in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time
to time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian.
The Custodian may resign from the obligations and duties hereby imposed
upon it as such obligations and duties relate to its acting as Custodian of the
Mortgage Loans. Upon receiving such notice of resignation, the Trustee shall
either take custody of the Mortgage Files itself and give prompt notice thereof
to the Company, the Master Servicer and the Custodian, or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Custodian and one copy to the
successor Custodian. If the Trustee shall not have taken custody of the Mortgage
Files and no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of Custodian.
Any Person into which the Custodian may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Custodian shall be a party, or any
Person succeeding to the business of the Custodian, shall be the successor of
the Custodian hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
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<PAGE>
Section 3.7. Representations of the Custodian.
The Custodian hereby represents that it is a depository institution subject
to supervision or examination by a federal or state authority, has a combined
capital and surplus of at least $15,000,000 and is qualified to do business in
the jurisdictions in which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices.
All notices, requests, consents and demands and other communications
required under this Agreement or pursuant to any other instrument or document
delivered hereunder shall be in writing and, unless otherwise specifically
provided, may be delivered personally, by telegram or telex, or by registered or
certified mail, postage prepaid, return receipt requested, at the addresses
specified on the signature page hereof (unless changed by the particular party
whose address is stated herein by similar notice in writing), in which case the
notice will be deemed delivered when received.
Section 4.2. Amendments.
No modification or amendment of or supplement to this Agreement shall be
valid or effective unless the same is in writing and signed by all parties
hereto, and neither the Company, the Master Servicer nor the Trustee shall enter
into any amendment hereof except as permitted by the Pooling Agreement. The
Trustee shall give prompt notice to the Custodian of any amendment or supplement
to the Pooling Agreement and furnish the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW.
THIS AGREEMENT SHALL BE DEEMED A CONTRACT MADE UNDER THE LAWS OF THE STATE
OF NEW YORK AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of holders of Certificates evidencing undivided interests in the
aggregate of not less than 25% of the Trust Fund), but only upon direction
accompanied by an Opinion of Counsel reasonably satisfactory to the Master
Servicer to the effect that the failure to effect such recordation is likely to
materially and adversely affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
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<PAGE>
Section 4.5. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the holders thereof.
E-7
<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 North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S14
By:
Name:
Title:
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as Company
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title:
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title:
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Custodian
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title:
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<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF ______________ )
On the _____ day of June, 1998, before me, a notary public in and for said
State, personally appeared _______________________, known to me to be a
______________ of The First National Bank of Chicago, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said 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 _____ day of June, 1998, before me, a notary public in and for said
State, personally appeared __________________, known to me to be a
________________ of Norwest Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of June, 1998, before me, a notary public in and for said
State, personally appeared ________________, known to me to be a _______________
of Residential Funding Mortgage Securities I, Inc., one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the _____ day of June, 1998, before me, a notary public in and for said
State, personally appeared ________________, known to me to be a _______________
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
June 29, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S14
Re: Custodial Agreement, dated as of June 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-S14
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 North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S14
Re: Custodial Agreement dated as of June 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-S14
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 North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S14
Re: Custodial Agreement dated as of June 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-S14
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
<PAGE>
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
<PAGE>
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as assignee and
an executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 06/25/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 14.34.59 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1998-S1 CUTOFF : 06/01/98
POOL : 0004310
:
:
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 #
______________________________________________________________________________
1652775 D12/D12 F 246,000.00 ZZ
180 238,277.37 1
2817 202ND ST SE 7.375 2,263.02 90
7.125 2,263.02 273,373.00
BOTHELL WA 98012 1 07/17/97 04
0309047 03 09/01/97 12
2702 O 08/01/12
0
1654292 696/G01 F 283,500.00 ZZ
180 277,393.01 1
1309 MERGANSER COURT 7.500 2,628.08 90
7.250 2,628.08 315,000.00
UPPER MARLBORO MD 20774 2 10/31/97 12
0430489104 03 12/01/97 25
3275760 O 11/01/12
0
1660834 201/G01 F 292,000.00 ZZ
180 291,108.40 1
30 BROADACRE DRIVE 7.375 2,686.18 95
7.125 2,686.18 310,000.00
MOUNT LAUREL NJ 08054 2 04/22/98 14
0430780494 05 06/01/98 25
2609068834 O 05/01/13
0
1670660 076/076 F 280,000.00 ZZ
180 276,585.59 1
209 RUTLEDGE STREET 7.500 2,595.64 74
7.250 2,595.64 380,000.00
BROOKLYN NY 11211 1 01/14/98 00
7129529 01 03/01/98 0
1
7129529 O 02/01/13
0
1683566 686/686 F 58,000.00 ZZ
180 57,241.01 1
9250 NOEL #101A 7.625 541.80 70
7.375 541.80 83,000.00
DES PLAINES IL 60016 2 01/12/98 00
818688541 01 03/01/98 0
818688541 O 02/01/13
0
1685628 637/G01 F 442,900.00 ZZ
180 439,680.65 1
21364 GREAT RIVER ROAD 7.000 3,980.91 69
6.750 3,980.91 650,000.00
LECLAIRE IA 52753 5 03/16/98 00
0430850255 05 05/01/98 0
0011886488 O 04/01/13
0
1686467 959/G01 F 256,000.00 ZZ
180 256,000.00 1
3 BALMORAL DRIVE 7.375 2,355.00 70
7.125 2,355.00 370,000.00
NEW CITY NY 10956 2 05/05/98 00
0430780536 05 07/01/98 0
1686467 O 06/01/13
0
1687336 A06/G01 F 345,000.00 ZZ
180 341,854.57 1
4400 ROLLING PINE DR 7.500 3,198.20 74
7.250 3,198.20 470,000.00
WEST BLOOMFIELD MI 48323 2 02/23/98 00
0430683920 05 04/01/98 0
9716047 O 03/01/13
0
1687850 A26/G01 F 300,000.00 ZZ
180 298,162.33 1
1533 58TH STREET 7.375 2,759.77 75
7.125 2,759.77 400,000.00
BROOKLYN NY 11219 5 03/27/98 00
0430794354 05 05/01/98 0
00 O 04/01/13
0
1
1688006 025/025 F 190,034.74 ZZ
113 181,795.99 1
4243 VENETIA BLVD 7.625 2,362.23 40
7.375 2,362.23 480,000.00
JACKSONVILLE FL 32210 2 11/03/97 00
622446 05 12/01/97 0
622446 O 04/01/07
0
1695287 G32/G32 F 331,000.00 ZZ
180 325,863.37 1
1419 WILLIAM STREET 7.350 3,040.26 67
7.100 3,040.26 500,000.00
RIVER FOREST IL 60305 2 12/23/97 00
1001982 05 02/01/98 0
1001982 O 01/01/13
0
1695643 G31/G01 F 312,000.00 ZZ
180 311,004.91 2
31 NORMAN PLACE 6.875 2,782.59 59
6.625 2,782.59 535,000.00
STATEN ISLAND NY 10309 2 04/21/98 00
0430770826 05 06/01/98 0
1444 O 05/01/13
0
1695832 959/G01 F 400,000.00 ZZ
180 400,000.00 1
267 STEWART AVENUE 6.500 3,484.43 37
6.250 3,484.43 1,100,000.00
GARDEN CITY NY 11530 2 05/11/98 00
0430790964 05 07/01/98 0
1695832 O 06/01/13
0
1695888 638/G01 F 388,000.00 ZZ
180 383,113.21 1
411 NORTH WASHINGTON STREET 7.125 3,514.62 80
6.875 3,514.62 490,000.00
PARK RIDGE IL 60068 1 01/30/98 00
0430628669 05 03/01/98 0
8686282 O 02/01/13
0
1698214 609/609 F 517,000.00 ZZ
180 517,000.00 1
7600 E SHORE RD 7.125 4,683.15 54
6.875 4,683.15 960,000.00
1
TRAVERSE CITY MI 49686 5 04/28/98 00
146977 05 07/01/98 0
146977 O 06/01/13
0
1701155 076/076 F 480,000.00 ZZ
180 473,954.47 1
4703 CRESTHAVEN DRIVE 7.125 4,347.99 80
6.875 4,347.99 600,000.00
COLLEYVILLE TX 76034 5 01/26/98 00
9838212 03 03/01/98 0
9838212 O 02/01/13
0
1703497 686/686 F 355,000.00 ZZ
120 346,944.19 1
2410 HIGHGATE DRIVE 7.500 4,213.92 50
7.250 4,213.92 721,000.00
MCKINNEY TX 75070 2 01/07/98 00
818488439 03 03/01/98 0
818488439 O 02/01/08
0
1703870 462/462 F 489,950.00 ZZ
180 483,645.51 1
16 TIDAL SURF 6.875 4,369.64 70
6.625 4,369.64 699,990.00
NEWPORT COAST CA 92657 1 01/26/98 00
0005161807 03 03/01/98 0
0005161807 O 02/01/13
0
1704025 686/686 F 109,500.00 ZZ
180 108,040.57 1
7143 SOMERSWORTH DRIVE 6.850 975.06 75
6.600 975.06 146,000.00
ORLANDO FL 32825 2 02/09/98 00
818507402 03 04/01/98 0
818507402 O 03/01/13
0
1705333 943/943 F 423,000.00 ZZ
180 418,929.43 1
7901 E UPPERRIDGE DRIVE 6.875 3,772.55 69
6.625 3,772.55 620,000.00
PARKLAND FL 33067 5 02/20/98 00
8545800589 03 04/01/98 0
8545800589 O 03/01/13
0
1
1705459 076/076 F 271,500.00 ZZ
180 267,509.74 1
39 JOHN OWINGS ROAD 7.250 2,478.43 68
7.000 2,478.43 405,000.00
WESTMINSTER MD 21158 2 01/07/98 00
7129958 05 03/01/98 0
7129958 O 02/01/13
0
1705460 076/076 F 650,000.00 ZZ
180 641,813.35 1
16124 CHASTAIN ROAD 7.125 5,887.90 60
6.875 5,887.90 1,100,000.00
ODESSA FL 33556 1 01/30/98 00
7131569 05 03/01/98 0
7131569 O 02/01/13
0
1705466 076/076 F 337,500.00 ZZ
180 333,203.39 1
2923 PEBBLE BEACH DRIVE 7.000 3,033.55 75
6.750 3,033.55 450,000.00
EVERGREEN CO 80439 5 01/27/98 00
7134815 03 03/01/98 0
7134815 O 02/01/13
0
1706292 H12/G01 F 420,000.00 ZZ
180 418,703.48 1
16353 WEBSTER STREET 7.250 3,834.02 80
7.000 3,834.02 525,000.00
OMAHA NE 68118 1 04/15/98 00
0430777201 05 06/01/98 0
7918501 O 05/01/13
0
1707222 623/623 F 595,500.00 ZZ
180 585,526.01 1
4305 GOLDEN POND CIRCLE 8.125 5,733.96 80
7.875 5,733.96 744,411.00
PARKER TX 75002 1 12/23/97 00
913375 03 02/01/98 0
913375 O 01/01/13
0
1708249 830/G01 F 607,300.00 T
180 607,300.00 1
1
350 DUNE CIRCLE CLUB DRIVE 7.750 5,716.37 72
7.500 5,716.37 850,000.00
KAILUA HI 96734 2 05/16/98 00
0430838862 05 07/01/98 0
535097 O 06/01/13
0
1712424 129/G02 F 46,800.00 ZZ
180 46,673.51 3
53 ELLSWORTH STREET 8.750 467.74 90
8.500 467.74 52,000.00
WORCHESTER MA 01610 1 04/03/98 14
0430775676 05 06/01/98 25
35138072 O 05/01/13
0
1712429 976/976 F 281,500.00 ZZ
180 279,517.41 1
15006 GRANITE SHOALS COURT 7.000 2,530.20 80
6.750 2,530.20 351,917.00
CYPRESS TX 77429 1 03/11/98 00
706386 03 05/01/98 0
706386 O 04/01/13
0
1712434 976/976 F 500,000.00 ZZ
180 495,391.68 1
6 VALLEY GATE WAY 7.375 4,599.62 60
7.125 4,599.62 845,000.00
PIKESVILLE MD 21208 2 02/23/98 00
5162850 03 04/01/98 0
5162850 O 03/01/13
0
1712435 976/976 F 269,000.00 ZZ
180 267,297.69 1
3405 DUCKPOND TRACE 7.000 2,417.85 80
6.750 2,417.85 338,000.00
BERKELEY LAKE GA 30096 2 03/03/98 00
5168153 03 05/01/98 0
5168153 O 04/01/13
0
1714252 H51/G01 F 400,000.00 ZZ
180 400,000.00 1
8065 MILFORD 7.250 3,651.45 80
7.000 3,651.45 500,000.00
HOLLY MI 48442 2 05/08/98 00
0430801704 05 07/01/98 0
1
971018768 O 06/01/13
0
1714257 L33/L33 F 367,225.00 ZZ
180 366,078.96 1
4030 SOUTH CLERMONT STREET 7.125 3,326.44 70
6.875 3,326.44 525,000.00
ENGLEWOOD CO 80110 5 04/29/98 00
42920 05 06/01/98 0
42920 O 05/01/13
0
1714428 588/G01 F 250,000.00 ZZ
180 249,211.25 1
PEACHCROFT ROAD 7.000 2,247.08 46
6.750 2,247.08 550,000.00
HARDING TOWNSHI NJ 07976 1 04/29/98 00
0430793943 05 06/01/98 0
980301017 O 05/01/13
0
1714815 637/G01 F 240,000.00 ZZ
180 239,275.17 1
512 FLORA CIRCLE 7.500 2,224.83 75
7.250 2,224.83 320,000.00
SPRINGFIELD PA 19064 5 04/09/98 00
0430799536 05 06/01/98 0
0011421393 O 05/01/13
0
1716960 E22/G01 F 227,000.00 ZZ
180 225,609.48 1
31 OVERHILL ROAD 7.375 2,088.23 45
7.125 2,088.23 515,000.00
SCARSDALE NY 10562 5 03/13/98 00
0410707798 05 05/01/98 0
410707798 O 04/01/13
0
1717412 E22/G01 F 36,500.00 ZZ
180 36,283.62 1
8433 FOREST HILLS DRIVE UNIT# 7.750 343.57 75
302 7.500 343.57 49,000.00
CORAL SPRINGS FL 33065 2 03/16/98 00
0410758460 01 05/01/98 0
410758460 O 04/01/13
0
1
1717479 A26/G01 F 100,000.00 ZZ
180 100,000.00 1
4 MEILE ROAD 7.000 898.83 59
6.750 898.83 170,000.00
MONSEY NY 10952 1 05/04/98 00
0430794164 05 07/01/98 0
10782 O 06/01/13
0
1717854 001/G02 F 40,000.00 ZZ
180 40,000.00 1
100 DAYTON STREET 7.125 362.33 29
6.875 362.33 140,000.00
QUINCY MA 02169 1 05/27/98 00
0430834978 05 07/01/98 0
1524597 O 06/01/13
0
1717956 A06/G01 F 386,250.00 ZZ
180 386,250.00 1
1169 NORTHOVER 7.000 3,471.73 75
6.750 3,471.73 515,000.00
BLOOMFIELD HILL MI 48304 5 05/11/98 00
0430820738 05 07/01/98 0
9805254 O 06/01/13
0
1718138 003/G01 F 103,650.00 ZZ
180 103,001.12 1
3945 LONGLAKE DRIVE 7.125 938.90 59
6.875 938.90 177,900.00
DULUTH GA 30097 2 03/26/98 00
0430728238 03 05/01/98 0
0010071728 O 04/01/13
0
1718837 830/G01 F 319,950.00 ZZ
180 317,990.14 1
1110 WATERWAY LANE 7.375 2,943.29 72
7.125 2,943.29 450,000.00
DELRAY BEACH FL 33483 2 03/28/98 00
0430811133 05 05/01/98 0
535109 O 04/01/13
0
1719247 605/G01 F 412,150.00 ZZ
180 409,597.74 1
540 OCEAN DRIVE 7.250 3,762.36 59
7.000 3,762.36 700,000.00
1
KEY LARGO FL 33037 2 03/25/98 00
0430732438 03 05/01/98 0
367789 O 04/01/13
0
1719289 180/G02 F 61,700.00 ZZ
180 61,521.69 1
548 YELLOWSTONE DRIVE 8.000 589.64 68
7.750 589.64 91,500.00
GRAPEVINE TX 76051 2 04/20/98 00
0430833947 05 06/01/98 0
12559902 O 05/01/13
0
1719422 E45/G01 F 248,000.00 ZZ
180 243,057.48 1
4764 TOWNSHIP TRACE 6.750 2,194.58 80
6.500 2,194.58 310,000.00
MARIETTA GA 30066 2 02/02/98 00
0430725705 03 03/01/98 0
36383 O 02/01/13
0
1719806 637/G01 F 650,000.00 ZZ
180 647,993.47 1
14269 QUITO ROAD 7.250 5,933.61 45
7.000 5,933.61 1,450,000.00
SARATOGA CA 95070 2 04/20/98 00
0430843771 05 06/01/98 0
980073 O 05/01/13
0
1720872 098/G02 F 27,800.00 ZZ
180 27,800.00 2
154-156 NORTH MIDLER AVENUE 8.625 275.80 90
8.375 275.80 30,928.00
SYRACUSE NY 13206 1 05/12/98 04
0430840991 05 07/01/98 25
000000 O 06/01/13
0
1721446 686/686 F 108,500.00 ZZ
180 107,650.62 1
3548 N OPAL 7.375 998.12 46
7.125 998.12 238,000.00
CHICAGO IL 60634 2 03/17/98 00
817880651 05 05/01/98 0
817880651 O 04/01/13
0
1
1721447 686/686 F 310,000.00 ZZ
180 308,080.30 1
21206 HIGHWOOD ROAD 7.250 2,829.88 69
7.000 2,829.88 455,000.00
KILDEER IL 60047 2 03/17/98 00
817881089 05 05/01/98 0
817881089 O 04/01/13
0
1721448 686/686 F 85,000.00 ZZ
180 84,737.60 1
3334 N OKETO 7.250 775.94 71
7.000 775.94 120,310.00
CHICAGO IL 60634 1 04/02/98 00
817881170 05 06/01/98 0
817881170 O 05/01/13
0
1721449 686/686 F 128,000.00 ZZ
180 126,768.22 1
470 MUIRFIELD CIRCLE 6.875 1,141.58 50
6.625 1,141.58 260,000.00
LOUISVILLE CO 80027 2 02/27/98 00
817998966 03 04/01/98 0
817998966 O 03/01/13
0
1721450 686/686 F 125,000.00 ZZ
180 124,208.96 1
300 COLERAINE PLACE 7.000 1,123.54 66
6.750 1,123.54 190,000.00
ROSWELL GA 30076 5 02/26/98 00
818047557 03 05/01/98 0
818047557 O 04/01/13
0
1721451 686/686 F 77,000.00 ZZ
180 76,507.43 1
540 TEMPLE STREET 6.875 686.73 70
6.625 686.73 110,000.00
SATELLITE BEACH FL 32937 5 03/16/98 00
818346330 05 05/01/98 0
818346330 O 04/01/13
0
1721453 686/686 F 37,000.00 ZZ
180 36,445.99 1
1
2939 INDIAN CREEK DR #207 7.000 332.57 32
6.750 332.57 118,500.00
MIAMI BEACH FL 33140 2 02/23/98 00
818396558 08 04/01/98 0
818396558 O 03/01/13
0
1721454 686/686 F 125,000.00 ZZ
180 123,797.11 1
7440 SW139TH TERRACE 6.875 1,114.82 70
6.625 1,114.82 179,000.00
MIAMI FL 33158 2 02/23/98 00
818396699 05 04/01/98 0
818396699 O 03/01/13
0
1721455 686/686 F 85,000.00 ZZ
180 84,456.25 1
2705 SW114TH AVENUE 6.875 758.08 28
6.625 758.08 305,000.00
MIAMI FL 33165 2 03/13/98 00
818396863 05 05/01/98 0
818396863 O 04/01/13
0
1721456 686/686 F 107,000.00 ZZ
180 106,322.87 1
11381 SW 129TH COURT 7.000 961.75 68
6.750 961.75 159,000.00
MIAMI FL 33186 2 02/26/98 00
818397333 05 05/01/98 0
818397333 O 04/01/13
0
1721457 686/686 F 44,600.00 ZZ
180 44,314.69 1
6370 SW29TH STREET 6.875 397.77 32
6.625 397.77 142,000.00
MIAMI FL 33155 2 03/05/98 00
818397432 05 05/01/98 0
818397432 O 04/01/13
0
1721458 686/686 F 119,000.00 ZZ
180 118,246.93 1
1640 SW 85TH AVENUE 7.000 1,069.61 70
6.750 1,069.61 170,000.00
MIAMI FL 33165 5 03/17/98 00
818397671 05 05/01/98 0
1
818397671 O 04/01/13
0
1721459 686/686 F 75,000.00 ZZ
180 74,520.21 1
618 WEST 64TH DRIVE 6.875 668.90 75
6.625 668.90 100,000.00
HIALEAH FL 33012 2 03/26/98 00
818398521 05 05/01/98 0
818398521 O 04/01/13
0
1721460 686/686 F 248,000.00 T
180 245,613.47 1
4 LA FLORA COURT 6.875 2,211.80 71
6.625 2,211.80 350,000.00
LOS ALAMOS NM 87544 2 02/27/98 00
818441008 05 04/01/98 0
818441008 O 03/01/13
0
1721461 686/686 F 57,000.00 ZZ
180 55,158.87 1
375 EAST ASHLAND STREET 7.750 536.53 58
7.500 536.53 98,500.00
BROCKTON MA 02402 2 03/26/98 00
818471690 05 05/01/98 0
818471690 O 04/01/13
0
1721462 686/686 F 50,000.00 ZZ
180 48,643.28 1
81 WESTERLEIGH ROAD 7.625 467.07 65
7.375 467.07 77,000.00
NEW HAVEN CT 06515 5 02/23/98 00
818472136 05 04/01/98 0
818472136 O 03/01/13
0
1721463 686/686 F 173,000.00 ZZ
120 170,995.15 1
2632 JANSON DRIVE 7.000 2,008.68 63
6.750 2,008.68 275,000.00
CHESAPEAKE VA 22321 2 03/13/98 00
818472557 05 05/01/98 0
818472557 O 04/01/08
0
1
1721464 686/686 F 94,500.00 ZZ
180 93,927.36 1
4 CHRISTIAN STREET 7.500 876.03 70
7.250 876.03 135,000.00
WASHINGTON CT 06793 5 03/25/98 00
818472888 05 05/01/98 0
818472888 O 04/01/13
0
1721465 686/686 F 70,000.00 ZZ
180 69,347.80 1
123 PEYTON RD 7.250 639.01 38
7.000 639.01 187,000.00
STERLING VA 20165 1 02/27/98 00
818473332 03 04/01/98 0
818473332 O 03/01/13
0
1721466 686/686 F 180,000.00 ZZ
180 178,897.38 1
5609 BIMINI COURT 7.375 1,655.87 75
7.125 1,655.87 240,000.00
CHURCHTON MD 20733 2 03/11/98 00
818473522 05 05/01/98 0
818473522 O 04/01/13
0
1721467 686/686 F 249,000.00 ZZ
180 247,407.13 1
2985 FRANKLIN OAKS DR 6.875 2,220.72 66
6.625 2,220.72 380,500.00
HERNDON VA 20171 2 03/11/98 00
818473928 03 05/01/98 0
818473928 O 04/01/13
0
1721469 686/686 F 125,350.00 ZZ
180 124,130.92 1
109 RED OAK CRK DRIVE 7.375 1,153.13 75
7.125 1,153.13 168,000.00
OAK LEAF TX 75154 2 03/20/98 00
818484651 05 05/01/98 0
818484651 O 04/01/13
0
1721471 686/686 F 30,000.00 T
180 29,705.38 1
2913 CLAREMONT COURT 7.125 271.75 42
6.875 271.75 72,000.00
1
ORLANDO FL 32822 1 03/04/98 00
818508178 01 05/01/98 0
818508178 O 04/01/13
0
1721472 686/686 F 68,700.00 ZZ
180 67,551.07 1
1221 ROLLING MEADOWS DRIVE 7.375 631.99 67
7.125 631.99 104,000.00
ROCKLEDGE FL 32955 2 02/23/98 00
818508376 03 04/01/98 0
818508376 O 03/01/13
0
1721473 686/686 F 50,000.00 ZZ
180 49,697.04 1
3111 HOLIDAY AVE 7.500 463.51 31
7.250 463.51 165,000.00
APOPKA FL 32703 5 03/26/98 00
818508889 05 05/01/98 0
818508889 O 04/01/13
0
1721474 686/686 F 161,250.00 ZZ
180 160,229.54 1
60-35 76TH STREET 7.000 1,449.37 75
6.750 1,449.37 215,000.00
ELMHURST NY 11373 1 03/12/98 00
818512261 07 05/01/98 0
818512261 O 04/01/13
0
1721475 686/686 F 228,750.00 ZZ
180 226,595.57 1
49-71 175TH PLACE 7.125 2,072.09 79
6.875 2,072.09 290,000.00
FRESH MEADOWS NY 11365 1 02/27/98 00
818512402 05 04/01/98 0
818512402 O 03/01/13
0
1721477 686/686 F 120,000.00 ZZ
180 119,230.69 1
12-24 DIANE PLACE #200-2 6.850 1,068.56 56
6.600 1,068.56 215,000.00
BAYSIDE NY 11360 1 03/13/98 00
818512675 01 05/01/98 0
818512675 O 04/01/13
0
1
1721478 686/686 F 195,000.00 ZZ
180 193,752.57 1
196-64 45TH DRIVE 6.875 1,739.12 69
6.625 1,739.12 285,000.00
FLUSHING NY 11358 2 03/05/98 00
818512709 05 05/01/98 0
818512709 O 04/01/13
0
1721479 686/686 F 288,000.00 ZZ
180 285,234.48 1
27 SPRINGDALE ROAD 6.900 2,572.56 44
6.650 2,572.56 655,000.00
SCARSDALE NY 10583 2 02/23/98 00
818531105 05 04/01/98 0
818531105 O 03/01/13
0
1721482 686/686 F 85,000.00 ZZ
180 83,917.87 1
2565 S OCEAN BLVD #102-N 7.000 764.01 41
6.750 764.01 210,000.00
HIGHLAND BEACH FL 33487 1 01/15/98 00
818573370 08 03/01/98 0
818573370 O 02/01/13
0
1721484 686/686 F 327,000.00 ZZ
180 324,930.64 1
49 PRINCETON DRIVE 7.000 2,939.17 72
6.750 2,939.17 460,000.00
SYOSSET NY 11791 2 03/05/98 00
818586919 05 05/01/98 0
818586919 O 04/01/13
0
1721485 686/686 F 157,000.00 ZZ
180 155,995.65 1
447 WANAMAKER ST 6.875 1,400.22 63
6.625 1,400.22 253,000.00
OCEANSIDE NY 11572 2 02/27/98 00
818587008 05 05/01/98 0
818587008 O 04/01/13
0
1721486 686/686 F 220,000.00 ZZ
180 199,313.41 1
1
240 LILAC CT 7.125 1,992.83 55
6.875 1,992.83 400,000.00
FARMINGDALE NY 11735 2 04/01/98 00
818587362 05 06/01/98 0
818587362 O 05/01/13
0
1721487 686/686 F 300,000.00 ZZ
180 298,080.88 1
58 LYNNBROOK ROAD 6.875 2,675.57 61
6.625 2,675.57 499,200.00
LYNNFIELD MA 01940 1 03/27/98 00
818599292 05 05/01/98 0
818599292 O 04/01/13
0
1721488 686/686 F 346,150.00 ZZ
180 344,098.04 1
6 BLACK OAK LANE 7.750 3,258.23 75
7.500 3,258.23 461,540.00
FREEHOLD NJ 07728 1 03/30/98 00
818600462 05 05/01/98 0
818600462 O 04/01/13
0
1721489 686/686 F 62,300.00 ZZ
180 61,186.13 1
827 BISCAYNE DRIVE 7.625 581.97 70
7.375 581.97 89,000.00
WEST PALM BEACH FL 33401 5 12/19/97 00
818604837 05 02/01/98 0
818604837 O 01/01/13
0
1721491 686/686 F 248,900.00 ZZ
180 246,530.42 1
6 FIREBRICK ROAD 7.000 2,237.19 63
6.750 2,237.19 400,000.00
SHARON MA 02067 2 02/23/98 00
818611865 05 04/01/98 0
818611865 O 03/01/13
0
1721492 686/686 F 122,500.00 ZZ
180 121,716.34 1
78 OLD PLAIN ST 6.875 1,092.53 38
6.625 1,092.53 325,000.00
MARSHFIELD MA 02050 2 03/20/98 00
818612277 05 05/01/98 0
1
818612277 O 04/01/13
0
1721493 686/686 F 87,700.00 ZZ
180 87,162.77 1
365 FOREST AVENUE 7.375 806.78 75
7.125 806.78 117,000.00
BROCKTON MA 02401 2 02/25/98 00
818612962 05 05/01/98 0
818612962 O 04/01/13
0
1721494 686/686 F 92,000.00 ZZ
180 91,100.49 1
219 TWIN LAKES DRIVE 7.500 852.86 74
7.250 852.86 125,000.00
HALIFAX MA 02538 2 03/26/98 00
818613291 01 05/01/98 0
818613291 O 04/01/13
0
1721495 686/686 F 121,200.00 ZZ
180 119,946.42 1
37 WEYMOUTH AVENUE 7.250 1,106.40 68
7.000 1,106.40 180,000.00
WEST ROXBURY MA 02132 2 03/23/98 00
818613846 05 05/01/98 0
818613846 O 04/01/13
0
1721497 686/686 F 40,500.00 ZZ
180 39,939.18 1
3130 MILLWOOD TERRACE #M-215 6.875 361.21 60
6.625 361.21 68,000.00
BOCA RATON FL 33431 2 02/27/98 00
818617631 01 05/01/98 0
818617631 O 04/01/13
0
1721498 686/686 F 30,000.00 ZZ
180 29,395.07 1
648 SE CRESCENT AVENUE 7.500 278.11 25
7.250 278.11 120,000.00
PORT ST LUCIE FL 34984 5 02/27/98 00
818624926 05 05/01/98 0
818624926 O 04/01/13
0
1
1721499 686/686 F 93,000.00 ZZ
180 92,318.83 1
40 JEFFERSON CIRCLE 6.750 822.97 67
6.500 822.97 140,000.00
CLINTON CT 06413 2 03/09/98 00
818627721 05 05/01/98 0
818627721 O 04/01/13
0
1721501 686/686 F 61,000.00 ZZ
180 60,609.76 1
8455 LA TUNA CANYON RD 6.875 544.04 35
6.625 544.04 175,000.00
SUN VALLEY CA 91352 5 03/05/98 00
818635047 05 05/01/98 0
818635047 O 04/01/13
0
1721502 686/686 F 72,300.00 ZZ
180 71,604.23 1
630 WEST HEATHER AVENUE 6.875 644.82 50
6.625 644.82 145,000.00
LA HABRA CA 90631 2 02/11/98 00
818636805 05 04/01/98 0
818636805 O 03/01/13
0
1721503 686/686 F 475,000.00 ZZ
180 471,994.04 1
347 ALBERTA WAY 7.000 4,269.44 40
6.750 4,269.44 1,200,000.00
HILLSBOROUGH CA 94010 5 03/10/98 00
818654477 05 05/01/98 0
818654477 O 04/01/13
0
1721504 686/686 F 160,000.00 ZZ
180 159,030.54 1
4 VALLEY STREAM DRIVE 7.500 1,483.22 67
7.250 1,483.22 240,000.00
MORRIS PLAINS NJ 07950 2 03/26/98 00
818658825 05 05/01/98 0
818658825 O 04/01/13
0
1721505 686/686 F 101,250.00 ZZ
180 100,616.15 1
1519 SOUTH STILES STREET 7.125 917.16 75
6.875 917.16 135,000.00
1
LINDEN NJ 07036 2 03/04/98 00
818658866 05 05/01/98 0
818658866 O 04/01/13
0
1721506 686/686 F 237,000.00 ZZ
180 236,235.89 1
2 HARVEST LANE 6.750 2,097.24 65
6.500 2,097.24 365,000.00
FREEHOLD NJ 07728 2 03/27/98 00
818659237 05 06/01/98 0
818659237 O 05/01/13
0
1721507 686/686 F 220,000.00 ZZ
180 218,607.75 1
48 JEWETT AVE BOROUGH O 7.000 1,977.43 73
6.750 1,977.43 305,000.00
TENAFLY NJ 07670 2 03/26/98 00
818659302 05 05/01/98 0
818659302 O 04/01/13
0
1721508 686/686 F 123,000.00 ZZ
180 120,559.08 1
15 HORICON AVE 7.500 1,140.23 69
7.250 1,140.23 180,000.00
OCEANPORT NJ 07757 1 03/12/98 00
818659831 05 05/01/98 0
818659831 O 04/01/13
0
1721509 686/686 F 315,000.00 ZZ
180 312,941.07 1
30 FAWN RUN 6.625 2,765.69 60
6.375 2,765.69 525,000.00
GLASTONBURY CT 06033 2 03/18/98 00
818664872 05 05/01/98 0
818664872 O 04/01/13
0
1721511 686/686 F 132,000.00 ZZ
180 131,234.52 1
310 CARMITA AVE 8.000 1,261.47 70
7.750 1,261.47 190,000.00
RUTHERFORD NJ 07070 5 03/25/98 00
818670994 05 05/01/98 0
818670994 O 04/01/13
0
1
1721512 686/686 F 94,000.00 ZZ
180 93,142.97 1
13 HOLIDAY DRIVE 7.500 871.40 75
7.250 871.40 127,000.00
HOPATCONG NJ 07843 2 02/23/98 00
818672370 05 04/01/98 0
818672370 O 03/01/13
0
1721513 686/686 F 65,000.00 ZZ
180 64,483.62 1
15 TIMOTHY LANE 6.875 579.71 53
6.625 579.71 123,000.00
LEVITTOWN PA 19054 2 03/05/98 00
818672800 05 05/01/98 0
818672800 O 04/01/13
0
1721514 686/686 F 375,000.00 ZZ
180 372,752.52 1
8445 SW 182ND TERRACE 7.625 3,502.99 69
7.375 3,502.99 550,000.00
MIAMI FL 33157 5 02/25/98 00
818672909 05 05/01/98 0
818672909 O 04/01/13
0
1721515 686/686 F 306,000.00 ZZ
180 304,021.29 1
8 ERIN LANE 6.750 2,707.83 75
6.500 2,707.83 410,000.00
BURLINGTON MA 01803 2 03/13/98 00
818673824 05 05/01/98 0
818673824 O 04/01/13
0
1721516 686/686 F 114,000.00 ZZ
180 111,220.53 1
42 HAWES STREET 6.875 1,016.72 70
6.625 1,016.72 165,000.00
REVERE MA 02151 2 02/23/98 00
818674566 05 04/01/98 0
818674566 O 03/01/13
0
1721517 686/686 F 65,000.00 ZZ
180 64,584.19 1
1
29220 VIA LAS PALMAS 6.875 579.71 33
6.625 579.71 200,000.00
THOUSAND PALMS CA 92276 2 03/04/98 00
818679367 05 05/01/98 0
818679367 O 04/01/13
0
1721518 686/686 F 110,000.00 ZZ
180 109,296.33 1
17 SIOUX AVENUE 6.875 981.04 58
6.625 981.04 190,000.00
WALTHAM MA 02154 2 03/20/98 00
818680159 05 05/01/98 0
818680159 O 04/01/13
0
1721519 686/686 F 550,000.00 ZZ
180 546,443.51 1
351 POPE ROAD 6.750 4,867.01 50
6.500 4,867.01 1,100,000.00
CONCORD MA 01742 5 03/03/98 00
818682312 05 05/01/98 0
818682312 O 04/01/13
0
1721520 686/686 F 142,000.00 ZZ
180 141,111.04 1
6 MILDRED COURT 7.125 1,286.29 73
6.875 1,286.29 195,000.00
NESCONSET NY 11767 2 03/23/98 00
818696395 05 05/01/98 0
818696395 O 04/01/13
0
1721521 686/686 F 174,400.00 T
180 173,312.00 1
91 MELBA STREET 7.250 1,592.04 68
7.000 1,592.04 260,000.00
MILFORD CT 06460 2 03/26/98 00
818696569 05 05/01/98 0
818696569 O 04/01/13
0
1721522 686/686 F 115,000.00 ZZ
180 114,121.70 1
58 REYNOLDS STREET 6.875 1,025.64 59
6.625 1,025.64 195,500.00
FAIRFIELD CT 06430 1 03/31/98 00
818697047 05 05/01/98 0
1
818697047 O 04/01/13
0
1721523 686/686 F 85,000.00 ZZ
180 84,450.35 1
1607 CAMINO DE VILLAS 6.750 752.18 34
6.500 752.18 250,000.00
BURBANK CA 91501 5 03/04/98 00
818704462 09 05/01/98 0
818704462 O 04/01/13
0
1721524 686/686 F 287,000.00 ZZ
180 284,025.68 1
43 CERRO CREST DRIVE 7.125 2,599.74 46
6.875 2,599.74 625,000.00
CAMARILLO CA 93010 2 02/20/98 00
818705303 05 04/01/98 0
818705303 O 03/01/13
0
1721526 686/686 F 243,500.00 ZZ
180 241,942.31 1
7915 CORTE CARDO 6.875 2,171.67 61
6.625 2,171.67 400,000.00
CARLSBAD CA 92009 5 03/17/98 00
818708802 05 05/01/98 0
818708802 O 04/01/13
0
1721527 686/686 F 282,000.00 ZZ
180 280,291.32 1
1337 DANA PLACE 7.500 2,614.18 62
7.250 2,614.18 460,000.00
FULLERTON CA 92831 5 03/06/98 00
818711897 05 05/01/98 0
818711897 O 04/01/13
0
1721530 686/686 F 350,000.00 ZZ
180 346,774.16 1
804 HANSEN PLACE 7.375 3,219.74 50
7.125 3,219.74 700,000.00
PARK RIDGE IL 60068 5 02/27/98 00
818717795 05 04/01/98 0
818717795 O 03/01/13
0
1
1721531 686/686 F 239,000.00 ZZ
180 237,471.09 1
10655 FORD LANE 6.875 2,131.54 55
6.625 2,131.54 440,000.00
PALO CEDRO CA 96073 2 03/02/98 00
818718439 05 05/01/98 0
818718439 O 04/01/13
0
1721532 686/686 F 232,500.00 ZZ
180 231,012.67 1
18 PINE OAKS ROAD 6.875 2,073.57 75
6.625 2,073.57 310,000.00
OROVILLE CA 95966 2 03/23/98 00
818719189 05 05/01/98 0
818719189 O 04/01/13
0
1721533 686/686 F 209,500.00 ZZ
180 208,159.81 1
1887 39TH AVENUE 6.875 1,868.44 66
6.625 1,868.44 320,000.00
SAN FRANCISCO CA 94122 2 02/25/98 00
818719460 05 05/01/98 0
818719460 O 04/01/13
0
1721534 686/686 F 292,000.00 ZZ
180 288,933.42 1
831 WHITEHALL LANE 6.875 2,604.22 59
6.625 2,604.22 500,000.00
REDWOOD CITY CA 94061 2 02/26/98 00
818719676 03 05/01/98 0
818719676 O 04/01/13
0
1721535 686/686 F 269,200.00 ZZ
180 267,477.90 1
1600 CARMELITA AVENUE 6.875 2,400.88 55
6.625 2,400.88 490,000.00
BURLINGAME CA 94010 2 02/26/98 00
818720914 05 05/01/98 0
818720914 O 04/01/13
0
1721536 686/686 F 267,000.00 ZZ
180 264,706.71 1
845 GRENADA LANE 7.000 2,399.88 49
6.750 2,399.88 546,000.00
1
FOSTER CITY CA 94404 2 03/04/98 00
818721433 03 05/01/98 0
818721433 O 04/01/13
0
1721537 686/686 F 400,000.00 ZZ
180 397,408.42 1
3580 BELL ESTATES DRIVE 6.875 3,567.42 80
6.625 3,567.42 500,000.00
CHICO CA 95973 2 02/26/98 00
818723660 05 05/01/98 0
818723660 O 04/01/13
0
1721538 686/686 F 50,000.00 ZZ
180 49,525.19 1
101 ROSE AVENUE 6.875 445.93 39
6.625 445.93 130,000.00
CHICO CA 95928 5 03/21/98 00
818726457 05 05/01/98 0
818726457 O 04/01/13
0
1721539 686/686 F 92,000.00 ZZ
180 91,430.27 1
4 ACORN DRIVE 7.250 839.84 65
7.000 839.84 142,000.00
WINDSOR LOCKS CT 06096 2 03/05/98 00
818728099 05 05/01/98 0
818728099 O 04/01/13
0
1721541 686/686 F 255,000.00 ZZ
180 253,368.64 1
25-31 163RD STREET 6.875 2,274.23 75
6.625 2,274.23 340,000.00
FLUSHING NY 11358 2 03/16/98 00
818728339 05 05/01/98 0
818728339 O 04/01/13
0
1721544 686/686 F 650,000.00 ZZ
180 645,974.82 1
42 N PORTOLA ROAD 7.250 5,933.61 47
7.000 5,933.61 1,400,000.00
LAGUNA BEACH CA 92651 2 03/02/98 00
818733354 03 05/01/98 0
818733354 O 04/01/13
0
1
1721545 686/686 F 306,000.00 ZZ
180 304,042.50 1
3902 BANDINI STREET 6.875 2,729.08 71
6.625 2,729.08 433,000.00
SAN DIEGO CA 92103 2 03/06/98 00
818733941 05 05/01/98 0
818733941 O 04/01/13
0
1721546 686/686 F 45,050.00 ZZ
180 44,621.09 1
324 GREENBRIAR DRIVE 7.000 404.93 59
6.750 404.93 77,000.00
PALM SPRINGS FL 33461 5 02/23/98 00
818735052 05 04/01/98 0
818735052 O 03/01/13
0
1721547 686/686 F 127,400.00 ZZ
180 126,585.01 2
202- 204 VENETIAN DRIVE 6.875 1,136.23 58
6.625 1,136.23 220,000.00
DELRAY BEACH FL 33483 2 03/12/98 00
818735789 05 05/01/98 0
818735789 O 04/01/13
0
1721548 686/686 F 33,000.00 ZZ
180 32,788.88 1
720 E OCEAN AVENUE #504-W 6.875 294.32 60
6.625 294.32 55,000.00
BOYNTON BEACH FL 33435 2 03/20/98 00
818736266 08 05/01/98 0
818736266 O 04/01/13
0
1721549 686/686 F 115,000.00 ZZ
180 113,940.06 1
324 LAKESIDE BLVD 7.375 1,057.92 72
7.125 1,057.92 160,000.00
HOPATCONG NJ 07843 2 03/02/98 00
818739377 05 04/01/98 0
818739377 O 03/01/13
0
1721550 686/686 F 97,900.00 ZZ
180 97,007.43 1
1
11075 NARAGANNSETT BAY CT 7.500 907.55 50
7.250 907.55 195,810.00
WELLINGTON FL 33414 1 02/27/98 00
818739559 03 04/01/98 0
818739559 O 03/01/13
0
1721551 686/686 F 81,600.00 ZZ
180 81,083.60 1
7560 NW 14 STREET 7.000 733.45 63
6.750 733.45 131,000.00
PLANTATION FL 33313 2 03/06/98 00
818739674 05 05/01/98 0
818739674 O 04/01/13
0
1721552 686/686 F 245,000.00 ZZ
180 243,466.26 1
3923 PINEHURST WAY 7.125 2,219.29 63
6.875 2,219.29 390,000.00
DULUTH GA 30096 2 03/10/98 00
818739831 03 05/01/98 0
818739831 O 04/01/13
0
1721553 686/686 F 287,200.00 ZZ
180 284,524.15 1
2740 NE 5TH ST 7.250 2,621.75 80
7.000 2,621.75 359,000.00
POMPANO BCH FL 33062 5 02/27/98 00
818740235 05 04/01/98 0
818740235 O 03/01/13
0
1721554 686/686 F 170,000.00 ZZ
180 168,981.13 1
36 JEROME AVENUE 7.625 1,588.03 69
7.375 1,588.03 247,000.00
GLEN ROCK NJ 07452 5 03/05/98 00
818740680 05 05/01/98 0
818740680 O 04/01/13
0
1721555 686/686 F 60,900.00 ZZ
180 60,522.86 1
41 THREE MAST LANE 7.250 555.94 70
7.000 555.94 87,000.00
HILTON HEAD IS SC 29928 2 03/16/98 00
818740912 01 05/01/98 0
1
818740912 O 04/01/13
0
1721557 686/686 F 98,700.00 ZZ
180 98,072.11 1
30 COSGROVE COURT 7.375 907.97 70
7.125 907.97 141,000.00
E BRUNSWICK NJ 08816 2 03/20/98 00
818741365 03 05/01/98 0
818741365 O 04/01/13
0
1721558 686/686 F 121,800.00 ZZ
180 120,860.73 1
2714 EAST GRANT AVENUE 7.500 1,129.11 70
7.250 1,129.11 174,000.00
WILLIAMSTOWN NJ 08094 5 03/23/98 00
818742462 05 05/01/98 0
818742462 O 04/01/13
0
1721560 686/686 F 87,000.00 ZZ
180 86,289.23 1
4601 SW 82 CT 7.875 825.16 64
7.625 825.16 137,000.00
MIAMI FL 33155 1 03/23/98 00
818743510 05 05/01/98 0
818743510 O 04/01/13
0
1721561 686/686 F 263,000.00 ZZ
180 262,152.06 1
26 PEMBERTON ROAD 6.750 2,327.32 80
6.500 2,327.32 329,000.00
WAYLAND MA 01778 2 04/03/98 00
818744021 05 06/01/98 0
818744021 O 05/01/13
0
1721562 686/686 F 280,000.00 ZZ
180 279,126.17 1
9 CROSS HILL ROAD 7.125 2,536.33 48
6.875 2,536.33 590,000.00
NEWTON MA 02159 5 03/31/98 00
818745010 05 06/01/98 0
818745010 O 05/01/13
0
1
1721563 686/686 F 85,500.00 ZZ
180 84,898.75 1
17 JOPPA ROAD 7.000 768.50 59
6.750 768.50 145,000.00
MERRIMAC NH 03054 2 03/30/98 00
818745309 05 06/01/98 0
818745309 O 05/01/13
0
1721564 686/686 F 386,000.00 ZZ
180 382,392.76 1
1 STONEWALL CIR 7.215 3,516.04 58
6.965 3,516.04 675,000.00
W HARRISON NY 10604 2 02/23/98 00
818746463 05 04/01/98 0
818746463 O 03/01/13
0
1721566 686/686 F 289,000.00 ZZ
180 287,190.80 1
2655 NOTTINGHAM PLACE 7.125 2,617.86 27
6.875 2,617.86 1,075,000.00
LOS ANGELES CA 90027 2 02/26/98 00
818752008 05 05/01/98 0
818752008 O 04/01/13
0
1721567 686/686 F 310,000.00 ZZ
180 308,038.22 1
1885 LA CUESTA DRIVE 7.000 2,786.37 31
6.750 2,786.37 1,020,000.00
SANTA ANA CA 92705 2 03/03/98 00
818753816 05 05/01/98 0
818753816 O 04/01/13
0
1721568 686/686 F 400,000.00 ZZ
180 397,549.76 1
1244 NORTH LA CRESTA DRIVE 7.375 3,679.70 69
7.125 3,679.70 580,000.00
LA HABRA HEIGHT CA 90631 5 03/18/98 00
818754376 05 05/01/98 0
818754376 O 04/01/13
0
1721569 686/686 F 339,300.00 ZZ
180 337,105.97 1
8404 LA SIERRA AVENUE 6.750 3,002.50 50
6.500 3,002.50 690,000.00
1
WHITTIER CA 90605 2 03/19/98 00
818757874 05 05/01/98 0
818757874 O 04/01/13
0
1721570 686/686 F 255,000.00 ZZ
180 253,386.27 1
1519 VIA TULIPAN 7.000 2,292.02 75
6.750 2,292.02 340,000.00
SAN CLEMENTE CA 92673 5 03/26/98 00
818759888 03 05/01/98 0
818759888 O 04/01/13
0
1721572 686/686 F 111,000.00 ZZ
180 110,316.50 1
87 SHAFTER STREET 7.315 1,017.35 72
7.065 1,017.35 155,000.00
RONKONKOMA NY 11779 2 03/23/98 00
818776015 05 05/01/98 0
818776015 O 04/01/13
0
1721573 686/686 F 266,000.00 ZZ
180 262,995.34 1
930 NE 27TH AVENUE 7.625 2,484.79 70
7.375 2,484.79 380,000.00
POMPANO BEACH FL 33062 5 02/23/98 00
818778243 05 04/01/98 0
818778243 O 03/01/13
0
1721575 686/686 F 80,000.00 ZZ
180 79,504.57 1
4950 NW 55TH STREET 7.250 730.30 60
7.000 730.30 135,000.00
COCONUT CREEK FL 33073 2 03/11/98 00
818779688 03 05/01/98 0
818779688 O 04/01/13
0
1721577 686/686 F 60,000.00 ZZ
180 59,624.39 1
4965 CLUB ROAD 7.125 543.50 69
6.875 543.50 88,000.00
WEST PALM BEACH FL 33415 5 03/19/98 00
818780439 05 05/01/98 0
818780439 O 04/01/13
0
1
1721578 686/686 F 165,000.00 ZZ
180 162,452.91 1
1621 ROYAL VISTA DRIVE 7.000 1,483.07 63
6.750 1,483.07 262,000.00
RAMONA CA 92065 5 03/06/98 00
818782104 05 05/01/98 0
818782104 O 04/01/13
0
1721579 686/686 F 290,000.00 ZZ
180 287,459.28 1
423 HILLEDGE DRIVE 6.875 2,586.38 43
6.625 2,586.38 675,000.00
LAGUNA BEACH CA 92651 2 03/09/98 00
818783045 05 05/01/98 0
818783045 O 04/01/13
0
1721580 686/686 F 139,000.00 ZZ
180 138,139.23 1
595 RACE POINT CT 7.250 1,268.88 75
7.000 1,268.88 186,000.00
CHULA VISTA CA 91911 2 03/16/98 00
818784126 03 05/01/98 0
818784126 O 04/01/13
0
1721582 686/686 F 59,900.00 ZZ
180 59,458.57 1
44715 SAN JUAN AVENUE 7.000 538.40 75
6.750 538.40 79,900.00
PALM DESERT CA 92260 1 03/02/98 00
818786113 05 05/01/98 0
818786113 O 04/01/13
0
1721583 686/686 F 73,500.00 T
180 73,054.65 1
9500 S OCEAN DR #208 7.500 681.36 70
7.250 681.36 105,000.00
JENSEN BCH FL 34957 1 03/31/98 00
818801441 06 05/01/98 0
818801441 O 04/01/13
0
1721584 686/686 F 98,000.00 ZZ
180 97,419.05 1
1
4529 OAK DRIVE 7.750 922.46 70
7.500 922.46 140,000.00
CHARLOTTE NC 28269 5 03/25/98 00
818802241 05 05/01/98 0
818802241 O 04/01/13
0
1721586 686/686 F 420,000.00 ZZ
180 417,510.27 1
20211 NE 23RD COURT 7.750 3,953.36 73
7.500 3,953.36 580,000.00
MIAMI FL 33180 5 03/31/98 00
818802258 05 05/01/98 0
818802258 O 04/01/13
0
1721587 686/686 F 355,000.00 ZZ
180 352,872.38 1
404 OWL'S NEST ROAD 7.625 3,316.17 60
7.375 3,316.17 600,000.00
WILMINGTON DE 19807 2 03/31/98 00
818802290 05 05/01/98 0
818802290 O 04/01/13
0
1721588 686/686 F 360,500.00 ZZ
180 358,267.56 1
3 GROUSE ROAD 7.250 3,290.88 70
7.000 3,290.88 515,000.00
WARREN NJ 07059 5 03/26/98 00
818802464 05 05/01/98 0
818802464 O 04/01/13
0
1721589 686/686 F 90,750.00 ZZ
180 90,466.78 1
3101 AIRLIE STREET 7.125 822.05 75
6.875 822.05 121,000.00
CHARLOTTE NC 28205 1 04/01/98 00
818802589 05 06/01/98 0
818802589 O 05/01/13
0
1721590 686/686 F 255,000.00 ZZ
180 253,420.88 1
1830 WESTMINSTER DRIVE 7.250 2,327.81 47
7.000 2,327.81 550,000.00
CARDIFF CA 92007 5 03/23/98 00
818811036 05 05/01/98 0
1
818811036 O 04/01/13
0
1721591 686/686 F 166,500.00 ZZ
180 164,880.47 1
11677 THOMAS HAYES LANE 6.750 1,473.38 75
6.500 1,473.38 222,500.00
SAN DIEGO CA 92126 1 02/24/98 00
818811903 05 04/01/98 0
818811903 O 03/01/13
0
1721592 686/686 F 124,500.00 ZZ
180 123,703.56 1
11491 BOX ELDER PLACE 6.875 1,110.36 50
6.625 1,110.36 250,000.00
SAN DIEGO CA 92127 5 03/25/98 00
818813339 03 05/01/98 0
818813339 O 04/01/13
0
1721593 686/686 F 90,000.00 ZZ
180 89,454.66 1
31454 WEST NINE DR 7.500 834.32 75
7.250 834.32 120,000.00
LAGUNA NIGUEL CA 92677 1 03/20/98 00
818813628 01 05/01/98 0
818813628 O 04/01/13
0
1721595 686/686 F 68,000.00 ZZ
180 67,574.30 1
2617 W ESTES #1W 7.125 615.97 71
6.875 615.97 97,000.00
CHICAGO IL 60645 2 03/09/98 00
818857476 01 05/01/98 0
818857476 O 04/01/13
0
1721596 686/686 F 80,000.00 ZZ
180 79,509.96 1
8225 NORTH LAWNDALE 7.375 735.94 50
7.125 735.94 161,000.00
SKOKIE IL 60076 2 03/09/98 00
818858060 05 05/01/98 0
818858060 O 04/01/13
0
1
1721597 686/686 F 178,500.00 ZZ
180 177,418.45 1
2391 MADIERA COURT 7.500 1,654.72 70
7.250 1,654.72 255,000.00
BUFFALO GROVE IL 60089 5 03/03/98 00
818858250 01 05/01/98 0
818858250 O 04/01/13
0
1721598 686/686 F 257,000.00 ZZ
180 255,442.79 1
2201 AVALON DRIVE 7.500 2,382.43 70
7.250 2,382.43 370,000.00
BUFFALO GROVE IL 60089 2 03/03/98 00
818859001 05 05/01/98 0
818859001 O 04/01/13
0
1721599 686/686 F 116,250.00 ZZ
180 115,514.33 1
29536 HENNEPIN 7.000 1,044.89 75
6.750 1,044.89 155,000.00
GARDEN CITY MI 48135 1 03/18/98 00
818859035 05 05/01/98 0
818859035 O 04/01/13
0
1721600 686/686 F 255,000.00 ZZ
180 253,454.89 1
10641 YEARLING CROSSING 7.500 2,363.89 62
7.250 2,363.89 415,000.00
ORLAND PARK IL 60462 2 03/03/98 00
818859068 05 05/01/98 0
818859068 O 04/01/13
0
1721601 686/686 F 96,600.00 ZZ
180 96,039.80 1
9250 ST CROIX TR 8.000 923.17 70
7.750 923.17 138,000.00
DENMARK TWP MN 55033 5 03/20/98 00
818860686 05 05/01/98 0
818860686 O 04/01/13
0
1721602 686/686 F 227,000.00 ZZ
180 225,594.28 1
2164 TELLIS LANE 7.250 2,072.20 73
7.000 2,072.20 313,000.00
1
LISLE IL 60532 1 03/31/98 00
818861163 03 05/01/98 0
818861163 O 04/01/13
0
1721603 686/686 F 476,000.00 ZZ
180 473,052.33 1
6633 GLENWAY 7.250 4,345.23 70
7.000 4,345.23 680,000.00
WEST BLOOMFIELD MI 48322 5 03/26/98 00
818861221 05 05/01/98 0
818861221 O 04/01/13
0
1721605 686/686 F 52,000.00 ZZ
180 51,698.45 1
7110 W 71ST PLACE 8.000 496.94 55
7.750 496.94 95,000.00
CHICAGO IL 60638 5 03/18/98 00
818876013 05 05/01/98 0
818876013 O 04/01/13
0
1721606 686/686 F 150,000.00 ZZ
180 149,100.99 1
2255 CHARTER POINT DRIVE 7.625 1,401.20 40
7.375 1,401.20 378,000.00
ARLINGTON HEIGH IL 60004 5 03/18/98 00
818876070 03 05/01/98 0
818876070 O 04/01/13
0
1721608 686/686 F 118,000.00 ZZ
180 117,269.28 1
723 OAK HALL LANE 7.250 1,077.18 72
7.000 1,077.18 165,000.00
BALLWIN MO 63021 2 03/19/98 00
818876567 05 05/01/98 0
818876567 O 04/01/13
0
1721609 686/686 F 189,000.00 ZZ
180 187,879.60 1
37624 BLOSSOM LANE 7.750 1,779.02 70
7.500 1,779.02 273,000.00
FARMINGTON HILL MI 48331 2 03/20/98 00
818877086 05 05/01/98 0
818877086 O 04/01/13
0
1
1721610 686/686 F 55,000.00 ZZ
180 54,673.95 1
9253 NORTH KNIGHT 7.750 517.71 32
7.500 517.71 175,000.00
DES PLAINES IL 60016 1 03/25/98 00
818877268 05 05/01/98 0
818877268 O 04/01/13
0
1721611 686/686 F 60,500.00 ZZ
180 60,093.16 1
8923 KNIGHT AVE #102 7.500 560.85 62
7.250 560.85 98,000.00
DES PLAINES IL 60016 2 03/18/98 00
818877318 01 05/01/98 0
818877318 O 04/01/13
0
1721613 686/686 F 127,200.00 ZZ
180 126,420.81 1
4419 NORTH NAGLE 7.375 1,170.15 73
7.125 1,170.15 175,000.00
HARWOOD HTS IL 60656 2 04/01/98 00
818877870 05 05/01/98 0
818877870 O 04/01/13
0
1721614 686/686 F 260,000.00 ZZ
180 258,389.91 1
150 WELLINGTON DRIVE 7.250 2,373.45 51
7.000 2,373.45 515,000.00
BLOOMINGDALE IL 60108 5 03/26/98 00
818878209 05 05/01/98 0
818878209 O 04/01/13
0
1721615 686/686 F 85,000.00 ZZ
180 84,484.96 1
44255 MEADOW LAKE 7.500 787.97 45
7.250 787.97 192,000.00
STERLING HEIGHT MI 48313 1 04/02/98 00
818878233 05 05/01/98 0
818878233 O 04/01/13
0
1721616 686/686 F 70,000.00 ZZ
180 69,585.03 1
1
1618 N 35TH AVENUE 7.750 658.90 52
7.500 658.90 136,500.00
MELROSE PARK IL 60160 5 03/25/98 00
818878787 05 05/01/98 0
818878787 O 04/01/13
0
1721617 686/686 F 89,900.00 ZZ
180 89,355.28 1
12137 PRESTONPARK LANE 7.500 833.39 75
7.250 833.39 120,000.00
ST LOUIS MO 63146 2 03/25/98 00
818879785 05 05/01/98 0
818879785 O 04/01/13
0
1721618 686/686 F 100,000.00 ZZ
180 99,387.43 1
9436 SUMAC 7.375 919.93 75
7.125 919.93 133,500.00
DES PLAINES IL 60016 1 03/19/98 00
818880668 05 05/01/98 0
818880668 O 04/01/13
0
1721619 686/686 F 72,750.00 ZZ
180 72,313.99 1
1 S 302 DANBY 7.625 679.58 75
7.375 679.58 97,000.00
VILLA PARK IL 60181 1 03/26/98 00
818880767 09 05/01/98 0
818880767 O 04/01/13
0
1721621 686/686 F 225,000.00 ZZ
180 223,636.69 1
2655 IRVING AVENUE SOUTH 7.500 2,085.78 61
7.250 2,085.78 372,500.00
MINNEAPOLIS MN 55408 5 03/26/98 00
818889057 05 05/01/98 0
818889057 O 04/01/13
0
1721622 686/686 F 132,300.00 ZZ
180 131,489.58 1
8340 N KEYSTONE 7.375 1,217.06 70
7.125 1,217.06 189,000.00
SKOKIE IL 60076 5 03/31/98 00
818889891 05 05/01/98 0
1
818889891 O 04/01/13
0
1721624 686/686 F 37,875.00 ZZ
180 37,713.10 1
1175 VALLEY LANE #101 7.750 356.51 75
7.500 356.51 50,500.00
HOFFMAN ESTATES IL 60194 1 04/03/98 00
818892572 01 06/01/98 0
818892572 O 05/01/13
0
1721731 E22/G01 F 485,000.00 ZZ
180 481,963.83 1
3810 NORTH LAKE BOULEVARD 7.125 4,393.28 56
6.875 4,393.28 880,000.00
CARNELIAN BAY CA 96140 2 03/24/98 00
0410749683 05 05/01/98 0
410749683 O 04/01/13
0
1721735 267/267 F 390,000.00 ZZ
180 387,478.13 1
5034 OAKWOOD AVENUE 6.750 3,451.15 55
6.500 3,451.15 720,000.00
LA CANADA FLINT CA 91011 5 03/17/98 00
4352881 05 05/01/98 0
4352881 O 04/01/13
0
1721816 B24/G01 F 172,000.00 ZZ
180 171,480.54 3
45 FIRST STREET 7.500 1,594.46 63
7.250 1,594.46 276,000.00
NEW ROCHELLE NY 10801 2 04/22/98 00
0430827105 05 06/01/98 0
1721816 O 05/01/13
0
1721831 B57/G01 F 1,000,000.00 ZZ
180 1,000,000.00 1
1975 MANDEVILLE CANYON 7.625 9,341.30 68
7.375 9,341.30 1,485,000.00
LOS ANGELES CA 90049 1 05/08/98 00
0430790139 05 07/01/98 0
9820370 O 06/01/13
0
1
1722009 685/G01 F 270,000.00 ZZ
180 268,272.80 1
2375 LEEWARD CIRCLE 6.875 2,408.01 70
6.625 2,408.01 390,000.00
THOUSAND OAKS CA 91361 5 03/19/98 00
0430723734 05 05/01/98 0
111942 O 04/01/13
0
1722245 952/G01 F 325,000.00 ZZ
180 325,000.00 1
42 BIRCH STREET 7.125 2,943.95 68
6.875 2,943.95 485,000.00
ENGLEWOOD CLIFF NJ 07632 2 05/08/98 00
0430792184 05 07/01/98 0
98002244 O 06/01/13
0
1722513 638/G01 F 166,000.00 ZZ
180 164,938.09 1
1638 NORTH EVERGREEN STREET 6.875 1,480.48 68
6.625 1,480.48 245,000.00
BURBANK CA 91505 2 03/16/98 00
0430725457 05 05/01/98 0
08717932 O 04/01/13
0
1722543 638/G01 F 164,000.00 ZZ
180 162,950.89 1
12321 194TH STREET 6.875 1,462.64 80
6.625 1,462.64 205,000.00
ARTESIA CA 90701 5 03/06/98 00
0430722884 05 05/01/98 0
08714866 O 04/01/13
0
1722696 685/G01 F 348,100.00 ZZ
180 347,001.76 1
18645 AMBROSE LANE 7.000 3,128.82 80
6.750 3,128.82 435,185.00
HUNTINGTON BEAC CA 92648 1 04/01/98 00
0430721506 03 06/01/98 0
112361 O 05/01/13
0
1722772 956/G01 F 341,000.00 ZZ
180 338,842.06 1
22022 OAK GROVE 7.000 3,065.00 60
6.750 3,065.00 570,000.00
1
MISSION VIEJO CA 92692 2 03/16/98 00
0430730002 03 05/01/98 0
60802604 O 04/01/13
0
1722889 356/G01 F 275,000.00 ZZ
180 273,315.46 1
2033 PARK ROYAL DR 7.375 2,529.79 51
7.125 2,529.79 540,000.00
SAN JOSE CA 95125 5 03/16/98 00
0430728766 05 05/01/98 0
2494789 O 04/01/13
0
1724126 455/G01 F 130,000.00 ZZ
180 129,603.05 1
3636 HABERSHAM UNIT 2401 7.375 1,195.91 54
7.125 1,195.91 242,308.00
ATLANTA GA 30305 1 04/10/98 00
0430734228 01 06/01/98 0
59551 O 05/01/13
0
1724733 439/G01 F 300,000.00 ZZ
180 298,174.31 1
922 LAKEVIEW WAY 7.450 2,772.52 72
7.200 2,772.52 420,000.00
REDWOOD CITY CA 94062 5 03/13/98 00
0430766717 05 05/01/98 0
1943905 O 04/01/13
0
1725629 685/G01 F 152,000.00 ZZ
180 151,520.45 1
13620 NETTO RIDGE COURT 7.000 1,366.22 80
6.750 1,366.22 190,000.00
LA MIRADA CA 90638 1 04/09/98 00
0430735605 01 06/01/98 0
112210 O 05/01/13
0
1725681 705/G01 F 204,000.00 ZZ
180 204,000.00 1
17 GLENWOOD ROAD 6.875 1,819.38 61
6.625 1,819.38 337,000.00
PLAINVIEW NY 11803 2 05/15/98 00
0430809079 05 07/01/98 0
106249 O 06/01/13
0
1
1726138 F28/G01 F 252,000.00 ZZ
180 249,600.91 1
20325 N.E. 186TH STREET 7.000 2,265.05 80
6.750 2,265.05 315,000.00
WOODINVILLE WA 98072 2 02/26/98 00
0430745893 05 04/01/98 0
3645989 O 03/01/13
0
1726289 601/G01 F 333,000.00 ZZ
180 330,869.80 1
53 BERKSHIRE DRIVE 6.875 2,969.87 74
6.625 2,969.87 450,000.00
ST LOUIS MO 63117 2 03/13/98 00
0430738617 03 05/01/98 0
1222487 O 04/01/13
0
1726936 111/111 F 294,000.00 ZZ
180 293,062.33 1
312 SANTA ANA AVENUE 6.875 2,622.05 64
6.625 2,622.05 460,000.00
NEWPORT BEACH CA 92663 5 04/07/98 00
684000762513 05 06/01/98 0
684000762513 O 05/01/13
0
1727021 F03/G02 F 75,000.00 ZZ
180 75,000.00 1
8405 WEST 74TH DRIVE 7.875 711.34 42
7.625 711.34 180,000.00
ARVADA CO 80005 5 05/20/98 00
0430824508 05 07/01/98 0
DEN12204 O 06/01/13
0
1727447 111/111 F 345,000.00 ZZ
180 342,840.24 1
2970 HALLMARK DRIVE 7.125 3,125.12 54
6.875 3,125.12 650,000.00
BELMONT CA 94002 2 03/17/98 00
758629 05 05/01/98 0
758629 O 04/01/13
0
1727625 638/G01 F 452,000.00 ZZ
180 450,510.92 1
1
6619 MAYMONTE COURT 6.500 3,937.41 80
6.250 3,937.41 565,000.00
SAN JOSE CA 95120 5 04/02/98 00
0430742411 05 06/01/98 0
8713630 O 05/01/13
0
1727640 830/G01 F 268,000.00 ZZ
180 267,154.47 1
4359 PAMPAS ROAD 7.000 2,408.86 90
6.750 2,408.86 300,000.00
WOODLAND HILLS CA 91364 2 04/10/98 11
0430841452 05 06/01/98 25
535291 O 05/01/13
0
1727703 E22/G01 F 291,000.00 ZZ
180 290,081.91 1
420 CLIFF COVE COURT 7.000 2,615.59 75
6.750 2,615.59 388,000.00
ROSWELL GA 30076 2 04/08/98 00
0410796510 03 06/01/98 0
410796510 O 05/01/13
0
1727880 E22/G01 F 140,000.00 ZZ
180 139,581.80 1
1508 SHIPSVIEW ROAD 7.625 1,307.78 52
7.375 1,307.78 270,000.00
ANNAPOLIS MD 21401 5 04/04/98 00
0410801203 05 06/01/98 0
410801203 O 05/01/13
0
1727969 B24/G01 F 338,000.00 ZZ
180 338,000.00 1
230 CURLEY COURT 7.000 3,038.04 63
6.750 3,038.04 545,000.00
PARAMUS NJ 07652 2 05/08/98 00
0430784538 05 07/01/98 0
0003135 O 06/01/13
0
1727974 H22/G02 F 122,000.00 ZZ
180 122,000.00 2
25-44 37TH STREET 7.625 1,139.64 50
7.375 1,139.64 244,400.00
ASTORIA NY 11103 2 05/22/98 00
0430827147 05 07/01/98 0
1
9803038 O 06/01/13
0
1728008 952/G01 F 545,000.00 ZZ
180 545,000.00 1
11 CARRINGTON COURT 7.125 4,936.78 70
6.875 4,936.78 780,000.00
WOODCLIFF LAKE NJ 07675 1 05/26/98 00
0430827618 05 07/01/98 0
98002265 O 06/01/13
0
1728052 638/G01 F 276,800.00 ZZ
180 275,954.82 1
5012 SPYGLASS DRIVE 7.375 2,546.35 68
7.125 2,546.35 410,000.00
DALLAS TX 75287 2 04/01/98 00
0430819748 03 06/01/98 0
8720903 O 05/01/13
0
1728115 129/G01 F 37,500.00 ZZ
180 37,384.24 1
2130 SW 4TH AVENUE 7.250 342.32 21
7.000 342.32 182,000.00
MIAMI FL 33129 5 04/30/98 00
0430820589 05 06/01/98 0
3500154889 O 05/01/13
0
1728479 439/G01 F 265,000.00 ZZ
180 263,101.70 1
8850 EAST GARDEN VIEW DRIVE 7.000 2,381.90 78
6.750 2,381.90 339,945.00
ANAHEIM CA 92808 1 02/06/98 00
0430796821 03 05/01/98 0
1937477 O 04/01/13
0
1728480 439/G01 F 999,900.00 ZZ
180 993,544.91 1
25541 CHAPIN ROAD 6.950 8,959.46 63
6.700 8,959.46 1,610,000.00
LOS ALTOS HILLS CA 94022 1 03/16/98 00
0430797118 05 05/01/98 0
1944014 O 04/01/13
0
1
1728481 439/G01 F 494,000.00 ZZ
180 490,980.54 1
130 STACIA ST 7.400 4,551.42 41
7.150 4,551.42 1,225,000.00
LOS GATOS CA 95032 2 03/25/98 00
0430796854 05 05/01/98 0
1946142 O 04/01/13
0
1728483 439/G01 F 275,200.00 ZZ
180 273,495.80 1
1737 SKYHAWK PLACE 7.250 2,512.20 56
7.000 2,512.20 500,000.00
RIVERSIDE CA 92506 2 03/20/98 00
0430796862 05 05/01/98 0
1946250 O 04/01/13
0
1728485 439/G01 F 431,000.00 ZZ
180 428,288.85 1
2620 SARATOGA DR 7.300 3,946.60 75
7.050 3,946.60 580,000.00
FULLERTON CA 92835 5 03/23/98 00
0430796961 03 05/01/98 0
1948176 O 04/01/13
0
1728486 439/G01 F 363,500.00 ZZ
180 362,382.78 1
1426 POINTE CLAI 7.300 3,328.51 68
7.050 3,328.51 540,000.00
SUNNYVALE CA 94087 2 03/31/98 00
0430796987 05 06/01/98 0
1949995 O 05/01/13
0
1728487 439/G01 F 308,400.00 ZZ
180 306,448.34 1
4700 LAKESIDE DR 7.000 2,771.99 68
6.750 2,771.99 455,000.00
COLLEYVILLE TX 76034 2 03/26/98 00
0430796995 03 05/01/98 0
1950193 O 04/01/13
0
1728490 638/G01 F 294,000.00 ZZ
180 293,031.44 1
8 KAMPMAN COURT 6.500 2,561.06 52
6.250 2,561.06 575,000.00
1
SPARKS MD 21152 2 04/06/98 00
0430749341 05 06/01/98 0
2171554 O 05/01/13
0
1728727 721/G01 F 840,000.00 ZZ
180 837,435.14 1
2850 WEST DEER CREEK COURT 7.375 7,727.36 60
7.125 7,727.36 1,400,000.00
RIVER HILL WI 53217 2 04/25/98 00
0430818187 05 06/01/98 0
7810053157 O 05/01/13
0
1728754 918/G01 F 83,500.00 ZZ
180 83,500.00 1
835 BELLMORE AVENUE 7.875 791.96 60
7.625 791.96 140,000.00
ISLIP TERRACE NY 11752 2 05/18/98 00
0430845651 05 07/01/98 0
12868 O 06/01/13
0
1728822 E22/G01 F 284,000.00 ZZ
180 283,094.21 1
2720 S. PENINSULA DRIVE 6.875 2,532.87 80
6.625 2,532.87 355,000.00
DAYTONA BEACH FL 32118 1 04/13/98 00
0410808851 05 06/01/98 0
410808851 O 05/01/13
0
1728831 L31/G01 F 267,500.00 ZZ
180 266,637.56 1
3723 LAKE POINT DRIVE 6.750 2,367.13 67
6.500 2,367.13 400,000.00
MORRISTOWN TN 37814 2 05/04/98 00
0430799130 05 06/01/98 0
1728831 O 05/01/13
0
1728984 A45/G01 F 261,000.00 ZZ
180 261,000.00 1
156 ADAMS STREET 7.625 2,438.08 63
7.375 2,438.08 419,000.00
QUINCY MA 02169 2 05/04/98 00
0430781898 05 07/01/98 0
1728984 O 06/01/13
0
1
1729150 J86/G01 F 200,000.00 ZZ
180 199,389.32 1
7 WARRIOR WAY 7.375 1,839.85 62
7.125 1,839.85 325,000.00
PARSIPPANY NJ 07054 1 04/30/98 00
0430784041 05 06/01/98 0
MAQSUW6341INJ00 O 05/01/13
0
1729267 354/354 F 300,000.00 ZZ
180 299,053.51 1
144 SAN FELIPE AVENUE 7.000 2,696.49 75
6.750 2,696.49 404,000.00
SAN FRANCISCO CA 94127 5 04/02/98 00
26281915 05 06/01/98 0
26281915 O 05/01/13
0
1729373 356/G01 F 320,000.00 ZZ
180 319,001.34 1
171 OAK RD 7.125 2,898.66 43
6.875 2,898.66 750,000.00
ALAMO CA 94507 5 03/25/98 00
0430748087 05 06/01/98 0
2484145 O 05/01/13
0
1729489 E22/G01 F 451,250.00 ZZ
180 449,841.74 1
137 DANFORTH DRIVE 7.125 4,087.56 55
6.875 4,087.56 830,000.00
NEW CANAAN CT 06840 2 04/06/98 00
0410795900 05 06/01/98 0
410795900 O 05/01/13
0
1729678 957/G01 F 289,500.00 ZZ
180 289,500.00 1
3140 WESTMINSTER AVENUE 7.250 2,642.74 65
7.000 2,642.74 450,000.00
UNIVERSITY PARK TX 75205 5 05/06/98 00
0430796938 05 07/01/98 0
0274414 O 06/01/13
0
1730037 K08/G01 F 179,700.00 ZZ
180 178,575.05 1
1
7200 SW 108TH TERRACE 7.125 1,627.78 67
6.875 1,627.78 272,000.00
MIAMI FL 33156 2 03/30/98 00
0410735443 05 05/01/98 0
410735443 O 04/01/13
0
1730116 E22/G01 F 444,000.00 ZZ
180 442,644.29 1
4157 CRANE BLVD. 7.375 4,084.46 80
7.125 4,084.46 555,000.00
JACKSON MS 39216 2 04/08/98 00
0410781793 05 06/01/98 0
410781793 O 05/01/13
0
1730265 550/550 F 417,000.00 ZZ
180 415,735.07 1
431 LAKE STREET 7.450 3,853.80 50
7.200 3,853.80 850,000.00
SAN FRANCISCO CA 94118 5 04/10/98 00
120247759 05 06/01/98 0
120247759 O 05/01/13
0
1730275 L29/G01 F 340,000.00 ZZ
180 338,903.81 1
3311 E. COVE CIRCLE 6.750 3,008.69 53
6.500 3,008.69 650,000.00
LAYTON UT 84040 2 04/29/98 00
0430798561 05 06/01/98 0
JONES O 05/01/13
0
1730381 B49/G01 F 273,100.00 ZZ
180 273,100.00 1
4880 NEWSTEAD PLACE 6.875 2,435.66 69
6.625 2,435.66 400,000.00
COLORADO SPRING CO 80906 2 05/07/98 00
0430818336 05 07/01/98 0
11247080 O 06/01/13
0
1730494 K21/G01 F 400,000.00 ZZ
180 400,000.00 1
4880 E. HIGHWAY 140 7.000 3,595.31 79
6.750 3,595.31 510,000.00
MERCED CA 95340 2 05/13/98 00
0430816108 05 07/01/98 0
1
989706 O 06/01/13
0
1730536 E22/G01 F 100,000.00 ZZ
120 99,445.72 1
300 ROUTE 10 7.750 1,200.11 61
7.500 1,200.11 165,000.00
RANDOLPH NJ 07869 5 04/13/98 00
0410787204 05 06/01/98 0
410787204 O 05/01/08
0
1730567 E22/G01 F 149,000.00 ZZ
180 148,559.79 1
34803 PICKFORD DRIVE 7.750 1,402.50 67
7.500 1,402.50 223,000.00
FARMINGTON HILL MI 48335 2 04/08/98 00
0410784607 05 06/01/98 0
410784607 O 05/01/13
0
1730662 E22/G01 F 112,000.00 ZZ
180 111,516.10 1
1833 SPANISH SUN LANE 7.250 1,022.41 54
7.000 1,022.41 210,000.00
LAS VEGAS NV 89128 5 04/08/98 00
0410758015 03 06/01/98 0
410758015 O 05/01/13
0
1730729 195/G01 F 650,000.00 ZZ
180 647,971.47 1
6 SUNFLOWER DR UPPER 7.125 5,887.91 64
6.875 5,887.91 1,025,000.00
SADDLE RIVER NJ 07458 2 04/16/98 00
0430751073 05 06/01/98 0
57020 O 05/01/13
0
1731387 356/G01 F 261,500.00 ZZ
180 260,692.76 1
673 ABBIE ST 7.250 2,387.14 55
7.000 2,387.14 480,000.00
PLEASANTON CA 94566 2 04/07/98 00
0430793877 05 06/01/98 0
2495562 O 05/01/13
0
1
1731655 A13/G01 F 254,000.00 ZZ
180 253,198.64 1
5828 TURNBERRY 7.000 2,283.03 72
6.750 2,283.03 353,000.00
COMMERCE TWP MI 48382 2 04/08/98 00
0430778928 05 06/01/98 0
980026864 O 05/01/13
0
1731677 721/G01 F 286,000.00 ZZ
180 284,228.92 1
W13994 OAK HAVEN DR 7.250 2,610.79 59
7.000 2,610.79 490,000.00
RIPON WI 54971 2 04/03/98 00
0430792564 05 05/01/98 0
7810049632 O 04/01/13
0
1731723 E48/G01 F 310,000.00 ZZ
180 308,989.67 1
1428 OLD HICKORY BOULEVARD 6.625 2,721.79 50
6.375 2,721.79 625,000.00
BRENTWOOD TN 37027 5 04/09/98 00
0430754374 05 06/01/98 0
03980042 O 05/01/13
0
1731817 G18/G01 F 130,000.00 ZZ
180 130,000.00 1
13062 FINCH WAY 7.250 1,186.72 66
7.000 1,186.72 199,000.00
APPLE VALLEY MN 55124 2 05/20/98 00
0430849737 05 07/01/98 0
1731817 O 06/01/13
0
1731848 E22/G01 F 179,750.00 ZZ
180 179,207.13 2
74-17 93RD AVENUE 7.500 1,666.31 70
7.250 1,666.31 260,000.00
WOODHAVEN NY 11421 2 04/01/98 00
0410764005 05 06/01/98 0
410764005 O 05/01/13
0
1731874 E22/G01 F 50,000.00 ZZ
180 49,848.99 1
2009 SPEAS DRIVE 7.500 463.51 61
7.250 463.51 83,000.00
1
BLUE SPRINGS MO 64014 2 04/15/98 00
0410813778 05 06/01/98 0
410813778 O 05/01/13
0
1731947 638/G01 F 370,000.00 ZZ
180 368,832.67 1
255 WEST CAMINO REAL AVENUE 7.000 3,325.66 63
6.750 3,325.66 590,000.00
ARCADIA CA 91007 5 03/31/98 00
0430755967 05 06/01/98 0
8725246 O 05/01/13
0
1732053 E22/G01 F 69,825.00 ZZ
180 69,618.70 1
1504 STELLA AVENUE 7.750 657.25 95
7.500 657.25 73,500.00
CARTER LAKE IA 51510 2 04/15/98 04
0410794903 05 06/01/98 30
410794903 O 05/01/13
0
1732066 E22/G01 F 39,450.00 ZZ
180 39,330.85 1
2919 DUDLEY DRIVE 7.500 365.71 90
7.250 365.71 44,000.00
BARTOW FL 33830 2 04/16/98 04
0410811525 05 06/01/98 25
410811525 O 05/01/13
0
1732073 E22/G01 F 57,500.00 ZZ
180 57,318.59 1
4617 BAVERTON DRIVE 7.000 516.83 72
6.750 516.83 80,000.00
KNOXVILLE TN 37921 2 04/16/98 00
0410819551 05 06/01/98 0
410819551 O 05/01/13
0
1732090 B24/G01 F 146,900.00 ZZ
180 146,900.00 1
811 ATLANTIC STREET 7.500 1,361.78 67
7.250 1,361.78 220,000.00
STAMFORD CT 06902 2 05/28/98 00
0430837229 05 07/01/98 0
65947 O 06/01/13
0
1
1732216 664/G01 F 390,000.00 ZZ
180 388,782.88 1
3526 LOMBARDY ROAD 7.125 3,532.75 49
6.875 3,532.75 800,000.00
PASADENA CA 91107 2 04/06/98 00
0430766428 05 06/01/98 0
2534790 O 05/01/13
0
1732324 E33/G01 F 400,000.00 ZZ
180 400,000.00 1
294 E ROSE TERR 7.000 3,595.32 46
6.750 3,595.32 875,000.00
LAKE FOREST IL 60045 2 05/01/98 00
0430787747 05 07/01/98 0
352384119 O 06/01/13
0
1732390 575/G01 F 411,400.00 ZZ
180 410,073.61 1
1 RAYDON LANE 6.750 3,640.52 42
6.500 3,640.52 995,000.00
HOUSTON TX 77024 2 04/17/98 00
0430780635 05 06/01/98 0
9075383 O 05/01/13
0
1732547 025/025 F 283,500.00 ZZ
180 276,360.77 1
2114 GROVE POINT LANE 7.500 2,628.08 90
7.250 2,628.08 315,000.00
WINDERMERE FL 34786 1 09/26/97 04
829933 03 11/01/97 25
829933 O 10/01/12
0
1732555 195/G01 F 600,000.00 ZZ
180 598,107.03 1
6020 RIVIERA DRIVE 7.000 5,392.97 74
6.750 5,392.97 815,000.00
CORAL GABLES FL 33146 5 04/21/98 00
0430767038 05 06/01/98 0
57431 O 05/01/13
0
1732612 E22/G01 F 130,400.00 ZZ
180 130,001.84 1
1
3582 LAKEVIEW DRIVE 7.375 1,199.58 69
7.125 1,199.58 190,000.00
DELRAY BEACH FL 33445 2 04/17/98 00
0410817373 05 06/01/98 0
410817373 O 05/01/13
0
1732621 E22/G01 F 160,000.00 ZZ
180 159,511.45 1
9426 LAE PLACE 7.375 1,471.88 71
7.125 1,471.88 228,000.00
DIAMONDHEAD MS 39525 2 04/21/98 00
0410791131 03 06/01/98 0
410791131 O 05/01/13
0
1732625 E22/G01 F 44,850.00 ZZ
180 44,711.55 1
79 N.JAMES RD. 7.250 409.42 69
7.000 409.42 65,000.00
COLUMBUS OH 43213 2 04/20/98 00
0410812812 05 06/01/98 0
410812812 O 05/01/13
0
1732656 E22/G01 F 347,000.00 ZZ
180 345,917.08 1
38957 ALTURA STREET 7.125 3,143.23 80
6.875 3,143.23 434,000.00
FREMONT CA 94539 1 04/08/98 00
0410794663 05 06/01/98 0
410794663 O 05/01/13
0
1732918 927/G01 F 300,000.00 ZZ
180 299,053.51 1
2440 HIGH VISTA CIRCLE 7.000 2,696.49 61
6.750 2,696.49 493,000.00
HENDERSON NV 89014 5 04/08/98 00
0430845974 03 06/01/98 0
339523 O 05/01/13
0
1733010 A13/G01 F 253,400.00 ZZ
180 251,830.79 1
38780 LAGAE 7.250 2,313.20 59
7.000 2,313.20 435,000.00
NEW BALTIMORE MI 48047 5 03/27/98 00
0430783480 05 05/01/98 0
1
1670686 O 04/01/13
0
1733048 A13/G01 F 350,000.00 ZZ
180 348,954.50 1
45574 PRIVATE SHORE DRIVE 7.625 3,269.46 68
7.375 3,269.46 515,000.00
CHESTERFIELD TW MI 48047 2 04/08/98 00
0430781153 05 06/01/98 0
5311451 O 05/01/13
0
1733059 638/G01 F 365,000.00 ZZ
180 362,715.05 1
1857 PARLIAMENT CIRCLE 7.125 3,306.28 75
6.875 3,306.28 490,000.00
CARMICHAEL CA 95608 5 03/18/98 00
0430762302 05 05/01/98 0
8706819 O 04/01/13
0
1733083 195/G01 F 300,000.00 ZZ
180 299,063.75 1
3585 ALANA DRIVE 7.125 2,717.50 46
6.875 2,717.50 660,000.00
SHERMAN OAKS CA 91403 2 04/17/98 00
0430767012 05 06/01/98 0
57489 O 05/01/13
0
1733123 267/267 F 280,000.00 ZZ
180 279,106.97 1
25 BURGOYNE COURT 6.875 2,497.20 53
6.625 2,497.20 538,000.00
SAN MATEO CA 94402 5 04/10/98 00
4232358 05 06/01/98 0
4232358 O 05/01/13
0
1733145 964/G01 F 260,000.00 ZZ
180 259,206.12 1
7 LARKSPUR BOARDWALK 7.375 2,391.80 73
7.125 2,391.80 360,000.00
LARKSPUR CA 94939 5 04/14/98 00
0430752683 05 06/01/98 0
35214 O 05/01/13
0
1
1733146 E22/G01 F 50,000.00 ZZ
180 49,848.99 1
7818 EAST LIBERTY AVENUE 7.500 463.51 63
7.250 463.51 80,000.00
SPOKANE WA 99212 5 04/09/98 00
0410772669 05 06/01/98 0
410772669 O 05/01/13
0
1733150 808/G01 F 592,000.00 ZZ
180 590,152.47 1
38301 SHOAL CREEK DRIVE 7.125 5,362.53 80
6.875 5,362.53 740,000.00
MURRIETA CA 92562 1 04/01/98 00
0430776302 03 06/01/98 0
UNKNOWN O 05/01/13
0
1733176 E22/G01 F 74,400.00 ZZ
180 73,553.18 1
2820 EL PASO WAY 7.875 705.65 80
7.625 705.65 93,000.00
MESQUITE TX 75150 2 04/17/98 00
0410813901 05 06/01/98 0
410813901 O 05/01/13
0
1733321 A35/A35 F 218,000.00 ZZ
180 217,327.04 1
1645 EAST 27TH STREET 7.250 1,990.04 69
7.000 1,990.04 320,000.00
BROOKLYN NY 11229 2 04/16/98 00
PFW4122 05 06/01/98 0
PFW4122 O 05/01/13
0
1733332 195/G01 F 260,000.00 ZZ
180 259,188.58 1
10409 BIT & SPUR LANE 7.125 2,355.17 18
6.875 2,355.17 1,500,000.00
POTOMAC MD 20854 5 04/24/98 00
0430780510 05 06/01/98 0
57095 O 05/01/13
0
1733553 A13/G01 F 250,000.00 ZZ
180 248,417.90 1
872 GORDON LANE 7.000 2,247.08 46
6.750 2,247.08 550,000.00
1
BIRMINGTON MI 48009 5 03/20/98 00
0430781666 05 05/01/98 0
9091020 O 04/01/13
0
1733790 A35/G01 F 244,000.00 ZZ
180 240,959.70 1
37 SHIELDS LANE 7.250 2,227.39 78
7.000 2,227.39 315,000.00
RIDGEFIELD CT 06877 2 12/29/97 00
0430801159 05 03/01/98 0
7495 O 02/01/13
0
1733833 K21/G01 F 275,000.00 ZZ
180 275,000.00 1
726 SANTECITO DRIVE 6.625 2,414.48 44
6.375 2,414.48 625,000.00
SANTA BARBARA CA 93108 1 05/05/98 00
0430796631 05 07/01/98 0
989646 O 06/01/13
0
1733907 195/G01 F 270,000.00 ZZ
180 269,138.87 1
10416 KEOKUK AVE 6.875 2,408.01 68
6.625 2,408.01 400,000.00
CHATSWORTH CA 91311 1 04/20/98 00
0430783530 05 06/01/98 0
57610 O 05/01/13
0
1734071 893/G01 F 327,000.00 ZZ
180 326,012.42 1
1040 CONTINENTALS WAY 7.500 3,031.33 69
#1 7.250 3,031.33 475,000.00
BELMONT CA 94002 2 04/21/98 00
0430779967 01 06/01/98 0
RFCW9803216ML O 05/01/13
0
1734072 956/G01 F 280,000.00 ZZ
180 279,126.17 1
2770 WINROCK AVENUE 7.125 2,536.33 75
6.875 2,536.33 375,000.00
ALTADENA CA 91001 5 04/13/98 00
0430789552 05 06/01/98 0
70804050 O 05/01/13
0
1
1734096 637/G01 F 300,000.00 ZZ
180 298,060.10 1
16602 MARCHMONT DRIVE 6.750 2,654.73 55
6.500 2,654.73 550,000.00
LOS GATOS CA 95032 2 03/03/98 00
0430770990 05 05/01/98 0
8968216 O 04/01/13
0
1734199 956/G01 F 345,000.00 ZZ
180 342,769.12 1
2833 LA RHEE DRIVE 6.750 3,052.94 64
6.500 3,052.94 540,000.00
SAN JOSE CA 95124 5 03/03/98 00
0430804609 05 05/01/98 0
80802033 O 04/01/13
0
1734227 956/G01 F 300,000.00 ZZ
180 299,073.91 1
3032 MIRALOMA WAY 7.250 2,738.59 77
7.000 2,738.59 390,000.00
UNION CITY CA 94587 2 04/10/98 00
0430783043 03 06/01/98 0
10803708 O 05/01/13
0
1734233 A13/G01 F 300,700.00 ZZ
180 299,719.98 1
2741 DEER BERRY COURT 6.625 2,640.13 61
6.375 2,640.13 495,000.00
LONGWOOD FL 32779 2 04/02/98 00
0430779900 03 06/01/98 0
8851139 O 05/01/13
0
1734253 975/G01 F 600,000.00 ZZ
180 598,127.51 1
451 SOUTH MUIRFIELD ROAD 7.125 5,434.99 58
6.875 5,434.99 1,050,000.00
LOS ANGELES CA 90020 2 04/07/98 00
0430781484 05 06/01/98 0
981223 O 05/01/13
0
1734299 685/G01 F 385,000.00 ZZ
180 383,785.34 1
1
3138 EAST CARRIGAN CANYON DR. 7.000 3,460.49 54
6.750 3,460.49 715,000.00
SALT LAKE CITY UT 84109 5 04/22/98 00
0430784397 05 06/01/98 0
112657 O 05/01/13
0
1734303 356/G01 F 290,000.00 ZZ
180 289,094.96 1
1098 PENSACOLA STREET 7.125 2,626.92 64
6.875 2,626.92 460,000.00
FOSTER CITY CA 94404 2 04/10/98 00
0430782250 05 06/01/98 0
2501489 O 05/01/13
0
1734313 975/G01 F 383,000.00 ZZ
180 381,817.70 1
50 FREMONT PLACE 7.250 3,496.26 61
7.000 3,496.26 630,000.00
LOS ANGELES CA 90005 2 04/03/98 00
0430781096 03 06/01/98 0
981174 O 05/01/13
0
1734477 E22/G01 F 148,000.00 ZZ
180 147,538.12 1
2290 TERMINO AVENUE 7.125 1,340.63 74
6.875 1,340.63 200,000.00
LONG BEACH CA 90815 2 04/15/98 00
0410790372 05 06/01/98 0
410790372 O 05/01/13
0
1734479 E22/G01 F 118,000.00 ZZ
180 117,631.75 1
404 NORTH CURTIS AVENUE UNIT E 7.125 1,068.88 75
6.875 1,068.88 158,000.00
ALHAMBRA CA 91801 2 04/17/98 00
0410797120 01 06/01/98 0
410797120 O 05/01/13
0
1734493 907/G01 F 358,000.00 ZZ
180 356,870.52 1
5557 HIGH POINT DRIVE 7.000 3,217.81 80
6.750 3,217.81 450,000.00
SOLON OH 44139 2 04/23/98 00
0430785477 05 06/01/98 0
1
00 O 05/01/13
0
1734514 E22/G01 F 300,000.00 ZZ
180 299,043.19 1
82 PARKGROVE DRIVE 6.875 2,675.56 57
6.625 2,675.56 528,113.00
SO. SAN FRANCIS CA 94080 1 04/07/98 00
0410802946 03 06/01/98 0
410802946 O 05/01/13
0
1734515 E22/G01 F 280,000.00 ZZ
180 279,106.98 1
25058 CENTURY OAKS CIRCLE 6.875 2,497.19 62
6.625 2,497.19 455,603.00
CASTRO VALLEY CA 94552 1 04/20/98 00
0410815450 03 06/01/98 0
410815450 O 05/01/13
0
1734537 E22/G01 F 100,000.00 ZZ
180 99,707.80 1
130 PALMS ROAD 7.875 948.45 31
7.625 948.45 325,000.00
GOODELLS MI 48027 5 04/10/98 00
0410780746 05 06/01/98 0
410780746 O 05/01/13
0
1734576 K72/G01 F 240,000.00 ZZ
120 238,613.39 1
9185 DAYLOR WAY 7.000 2,786.61 75
6.750 2,786.61 320,000.00
ELK GROVE CA 95758 5 04/20/98 00
0430779041 03 06/01/98 0
SAC504 O 05/01/08
0
1734583 E23/G01 F 119,200.00 ZZ
180 118,840.00 1
1220 SUTTER LANE 7.500 1,105.00 80
7.250 1,105.00 149,000.00
SAN MARCOS CA 92069 2 04/16/98 00
0430780841 05 06/01/98 0
10502898 O 05/01/13
0
1
1734590 664/G01 F 500,000.00 ZZ
180 498,405.30 1
2155 CHAUCER ROAD 6.875 4,459.28 45
6.625 4,459.28 1,120,000.00
SAN MARINO CA 91108 1 04/10/98 00
0430782037 05 06/01/98 0
2565794 O 05/01/13
0
1734773 356/G01 F 300,000.00 ZZ
180 299,063.75 1
7667 BUCKEYE COURT 7.125 2,717.50 58
6.875 2,717.50 520,000.00
DUBLIN CA 94568 2 04/08/98 00
0430784058 05 06/01/98 0
2480325 O 05/01/13
0
1734776 356/G01 F 360,000.00 ZZ
180 358,876.50 1
407 OAK LANE 7.125 3,261.00 49
6.875 3,261.00 745,000.00
PLEASANTON CA 94566 2 04/08/98 00
0430783878 05 06/01/98 0
2492387 O 05/01/13
0
1734781 356/G01 F 243,000.00 ZZ
180 242,241.64 1
17520 FOOTHILL CIR 7.125 2,201.17 68
6.875 2,201.17 360,000.00
SALINAS CA 93908 2 04/09/98 00
0430784009 05 06/01/98 0
2504645 O 05/01/13
0
1734785 664/G01 F 147,000.00 ZZ
180 146,546.22 1
1230 RAVENSCOURT AVENUE 7.250 1,341.91 49
7.000 1,341.91 300,000.00
SAN JOSE CA 95128 2 04/17/98 00
0430790626 05 06/01/98 0
2423598 O 05/01/13
0
1734878 637/G01 F 276,000.00 ZZ
180 274,323.92 1
576 MARLIN COURT 7.625 2,578.20 64
7.375 2,578.20 435,000.00
1
REDWOOD CITY CA 94065 5 03/04/98 00
0430777995 09 05/01/98 0
8184897 O 04/01/13
0
1734882 E22/G01 F 244,000.00 ZZ
180 243,254.97 1
132 WESTMINSTER DRIVE 7.375 2,244.61 68
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NORTH WALES PA 19454 2 04/22/98 00
0410783724 05 06/01/98 0
410783724 O 05/01/13
0
1734950 664/G01 F 257,000.00 ZZ
180 256,215.27 1
18648 VANTAGE POINTE DRIVE 7.375 2,364.21 72
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ROWLAND HEIGHTS CA 91748 1 04/14/98 00
0430790634 03 06/01/98 0
2566222 O 05/01/13
0
1734982 654/G01 F 472,000.00 ZZ
180 470,494.62 1
2585 RIAVE COURT 6.875 4,209.55 80
6.625 4,209.55 595,000.00
CAMARILLO CA 93012 2 04/13/98 00
0430787911 05 06/01/98 0
71001600 O 05/01/13
0
1735352 356/G01 F 268,000.00 ZZ
180 267,163.62 1
7766 PINEVILLE CIRCLE 7.125 2,427.63 73
6.875 2,427.63 370,000.00
CASTRO VALLEY CA 94552 2 04/08/98 00
0430784082 03 06/01/98 0
2480283 O 05/01/13
0
1735408 A06/G01 F 380,000.00 ZZ
180 380,000.00 1
25881 PEMBROKE 7.125 3,442.16 80
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HUNTINGTON WOOD MI 48070 1 05/15/98 00
0430844423 05 07/01/98 0
9805736 O 06/01/13
0
1
1735458 G88/G02 F 184,600.00 ZZ
180 184,600.00 1
64 BAGDAD ROAD 7.125 1,672.17 65
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DURHAM NH 03824 5 04/30/98 00
0430834747 05 07/01/98 0
9801172 O 06/01/13
0
1735464 975/G01 F 286,000.00 ZZ
180 285,087.84 1
2072 LYANS DRIVE 6.875 2,550.70 80
6.625 2,550.70 357,500.00
LA CANADA-FLINT CA 91011 1 04/08/98 00
0430783662 05 06/01/98 0
981093 O 05/01/13
0
1735473 975/G01 F 270,000.00 ZZ
180 269,166.52 1
10 LEE 7.250 2,464.73 72
7.000 2,464.73 375,000.00
IRVINE CA 92620 5 04/15/98 00
0430793125 05 06/01/98 0
980609 O 05/01/13
0
1735550 E82/G01 F 142,000.00 ZZ
180 141,556.85 1
130 CABRESTO ROAD 7.125 1,286.28 68
6.875 1,286.28 210,000.00
QUESTA NM 87556 2 04/27/98 00
0400110599 05 06/01/98 0
400110599 O 05/01/13
0
1735685 664/G01 F 325,000.00 ZZ
180 323,963.45 1
1000 THE 16TH FAIRWAY 6.875 2,898.53 73
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ATLANTA GA 30350 5 04/17/98 00
0430776682 05 06/01/98 0
2572733 O 05/01/13
0
1735798 B60/G01 F 269,400.00 ZZ
180 268,550.05 1
1
2927 LONGSPUR DRIVE 7.000 2,421.45 73
6.750 2,421.45 370,000.00
FULLERTON CA 92835 2 04/02/98 00
0430782177 03 06/01/98 0
202424 O 05/01/13
0
1735808 069/G01 F 100,000.00 ZZ
180 99,687.91 1
71345 KEMPTON AVENUE 7.125 905.84 72
6.875 905.84 140,000.00
RANCHO MIRAGE CA 92270 2 04/03/98 00
0430792168 05 06/01/98 0
2362246684 O 05/01/13
0
1735846 069/G01 F 171,000.00 ZZ
180 170,454.61 1
126 EAST LOMA ALTA DRIVE 6.875 1,525.08 44
6.625 1,525.08 395,000.00
ALTADENA CA 91001 2 04/08/98 00
0430784751 05 06/01/98 0
2362245587 O 05/01/13
0
1735964 E22/G01 F 105,000.00 ZZ
180 104,679.39 1
17010 COPPER SHORE DRIVE 7.375 965.92 75
7.125 965.92 140,000.00
HOUSTON TX 77095 1 04/22/98 00
0410818256 03 06/01/98 0
410818256 O 05/01/13
0
1736064 E82/G01 F 56,000.00 ZZ
180 55,832.72 1
133 WEST BENNETT AVENUE 7.625 523.11 70
7.375 523.11 80,000.00
WILDWOOD NJ 08260 1 04/20/98 00
0400107025 05 06/01/98 0
400107025 O 05/01/13
0
1736216 664/G01 F 488,400.00 ZZ
180 486,908.71 1
2525 SUNSET DRIVE 7.375 4,492.91 62
7.125 4,492.91 800,000.00
TAMPA FL 33629 2 04/17/98 00
0430782144 05 06/01/98 0
1
2572097 O 05/01/13
0
1736252 638/G01 F 428,630.00 ZZ
180 427,262.93 1
5419 WILLOW WOOD LANE 6.875 3,822.76 78
6.625 3,822.76 550,000.00
DALLAS TX 75252 2 04/03/98 00
0430774653 05 06/01/98 0
8712396 O 05/01/13
0
1736286 356/G01 F 316,000.00 ZZ
180 315,013.82 1
7896 PINEVILLE CIRCLE 7.125 2,862.43 80
6.875 2,862.43 395,500.00
CASTRO VALLEY CA 94552 2 04/09/98 00
0430782722 03 06/01/98 0
2501708 O 05/01/13
0
1736305 439/G01 F 242,200.00 ZZ
180 241,462.08 1
1111 LA SALLE CIRCLE 7.400 2,231.49 95
7.150 2,231.49 255,000.00
CORONA CA 91719 2 04/23/98 10
0430799700 05 06/01/98 25
019530112 O 05/01/13
0
1736416 956/G01 F 240,800.00 ZZ
180 240,040.29 1
770 SOMME AVENUE 7.000 2,164.38 80
6.750 2,164.38 301,000.00
HOLLISTER CA 95023 2 04/17/98 00
0430784504 05 06/01/98 0
10803557 O 05/01/13
0
1736437 A50/A50 F 313,000.00 ZZ
180 311,019.24 1
8131 HWY 54 7.000 2,813.33 49
6.750 2,813.33 650,000.00
SHARPSBURG GA 30277 2 03/26/98 00
17341 05 05/01/98 0
17341 O 04/01/13
0
1
1736453 461/G01 F 450,000.00 ZZ
180 448,549.15 1
761 HARRY ROAD 6.750 3,982.10 56
6.500 3,982.10 810,000.00
SAN JOSE CA 95120 2 04/10/98 00
0430785691 05 06/01/98 0
9022039242 O 05/01/13
0
1736458 461/G01 F 410,000.00 ZZ
180 408,734.34 1
7371 CAMINITO BASSANO WEST 7.250 3,742.74 64
7.000 3,742.74 650,000.00
SAN DIEGO CA 92037 2 04/07/98 00
0430785683 05 06/01/98 0
9022040844 O 05/01/13
0
1736459 461/G01 F 228,000.00 ZZ
180 227,272.82 1
215 SOUTH HAMEL DRIVE 6.875 2,033.43 43
6.625 2,033.43 538,000.00
BEVERLY HILLS CA 90211 5 04/02/98 00
0430785667 05 06/01/98 0
9021990932 O 05/01/13
0
1736463 461/G01 F 236,000.00 ZZ
180 235,271.47 1
3193 WEST LAS POSITAS BLVD. 7.250 2,154.36 74
7.000 2,154.36 320,000.00
PLEASANTON CA 94588 2 04/08/98 00
0430785626 05 06/01/98 0
9022027429 O 05/01/13
0
1736465 461/G01 F 649,950.00 ZZ
180 647,877.06 1
2921 QUEENSBURY DRIVE 6.875 5,796.61 73
6.625 5,796.61 900,000.00
LOS ANGELES CA 90064 2 04/08/98 00
0430788240 05 06/01/98 0
9022040521 O 05/01/13
0
1736467 461/G01 F 276,000.00 ZZ
180 275,147.99 1
3145 OAK LEAF COURT 7.250 2,519.51 69
7.000 2,519.51 400,000.00
1
MORGAN HILL CA 95037 2 04/07/98 00
0430785584 05 06/01/98 0
9022039168 O 05/01/13
0
1736469 461/G01 F 248,500.00 ZZ
180 247,715.99 1
4715 BURGANDY ROAD 7.000 2,233.59 70
6.750 2,233.59 355,000.00
WOODLAND HILLS CA 91364 2 04/07/98 00
0430785493 05 06/01/98 0
9022037121 O 05/01/13
0
1736474 461/G01 F 641,040.00 ZZ
180 639,103.97 1
5511 EAST OCEAN BOULEVARD 7.500 5,942.53 57
7.250 5,942.53 1,125,000.00
LONG BEACH CA 90803 2 04/07/98 00
0430785451 05 06/01/98 0
9021998224 O 05/01/13
0
1736478 461/G01 F 277,000.00 ZZ
180 276,116.54 1
39 TREETOP LANE 6.875 2,470.44 45
6.625 2,470.44 625,000.00
SAN MATEO CA 94402 2 04/05/98 00
0430785444 05 06/01/98 0
9022035901 O 05/01/13
0
1736481 461/G01 F 320,000.00 ZZ
180 318,979.39 1
625-654 GUERRERO STREET 6.875 2,853.94 64
6.625 2,853.94 504,000.00
SAN FRANCISCO CA 94110 2 04/01/98 00
0430785436 05 06/01/98 0
9022028468 O 05/01/13
0
1736574 664/G01 F 270,000.00 ZZ
180 269,148.16 1
8 WINTERBERRY COURT 7.000 2,426.84 80
6.750 2,426.84 340,000.00
GREENSBORO NC 27455 2 04/20/98 00
0430791442 03 06/01/98 0
2517324 O 05/01/13
0
1
1736707 E22/G01 F 45,000.00 ZZ
180 44,861.09 1
1632 LEE STREET 7.250 410.79 45
7.000 410.79 101,000.00
HOLLYWOOD FL 33020 5 04/24/98 00
0410836233 05 06/01/98 0
410836233 O 05/01/13
0
1736714 E22/G01 F 716,400.00 ZZ
180 714,306.69 1
17620 WOODS EDGE DRIVE 7.875 6,794.69 60
7.625 6,794.69 1,200,000.00
DALLAS TX 75287 2 04/24/98 00
0410826127 05 06/01/98 0
410826127 O 05/01/13
0
1736772 956/G01 F 420,000.00 ZZ
180 418,660.46 1
1795 JEWETT ROAD 6.875 3,745.79 76
6.625 3,745.79 558,000.00
POWELL OH 43065 5 04/08/98 00
0430783340 05 06/01/98 0
90803098 O 05/01/13
0
1736850 514/G01 F 200,000.00 ZZ
180 199,389.32 1
2505 CHANTILLY COURT 7.375 1,839.85 80
7.125 1,839.85 250,000.00
HEATH TX 75087 1 04/13/98 00
0430797092 05 06/01/98 0
366743 O 05/01/13
0
1736876 623/623 F 190,000.00 ZZ
180 188,082.73 1
214 WEST 23RD PLACE 7.875 1,802.05 71
7.625 1,802.05 270,000.00
CHICAGO IL 60616 2 03/12/98 00
959583 05 05/01/98 0
959583 O 04/01/13
0
1736877 623/623 F 87,000.00 ZZ
180 86,206.82 1
1
1930 HILLTOP CT. 7.500 806.50 83
7.250 806.50 105,000.00
WOODSTOCK IL 60098 2 02/06/98 10
970853 05 04/01/98 12
970853 O 03/01/13
0
1736878 623/623 F 121,000.00 ZZ
180 119,896.85 1
13900 BEL VISTA COURT NORTH 7.500 1,121.68 43
7.250 1,121.68 285,000.00
PROSPECT KY 40059 2 02/17/98 00
971377 03 04/01/98 0
971377 O 03/01/13
0
1736879 623/623 F 122,400.00 ZZ
180 121,562.11 1
3026 COACHLIGHT LANE 6.875 1,091.63 80
6.625 1,091.63 153,000.00
SUGAR LAND TX 77479 2 03/02/98 00
979355 03 05/01/98 0
979355 O 04/01/13
0
1736880 623/623 F 190,000.00 ZZ
180 188,323.49 1
8268 KIMBLE 7.875 1,802.06 52
7.625 1,802.06 368,000.00
PINCKNEY MI 48169 5 02/10/98 00
981383 05 04/01/98 0
981383 O 03/01/13
0
1736881 623/623 F 60,000.00 ZZ
180 59,648.21 1
721 SYCAMORE DRIVE 7.875 569.07 37
7.625 569.07 165,900.00
OWOSSO MI 48867 5 03/23/98 00
989642 05 05/01/98 0
989642 O 04/01/13
0
1736883 623/623 F 90,000.00 ZZ
180 89,725.19 1
4043 HAMLET CHAPEL ROAD 7.375 827.93 55
7.125 827.93 166,000.00
PITTSBORO NC 27312 2 03/31/98 00
990156 05 06/01/98 0
1
990156 O 05/01/13
0
1736884 623/623 F 215,000.00 T
180 213,766.90 1
1595 NORTH SHORE HAVEN 8.125 2,070.20 42
7.875 2,070.20 520,000.00
FONTANA WI 53125 2 03/24/98 00
991561 05 05/01/98 0
991561 O 04/01/13
0
1736885 623/623 F 107,600.00 ZZ
180 106,962.16 1
4945 KIRWYN COURT 7.750 1,012.81 80
7.500 1,012.81 134,500.00
WOODBRIDGE VA 22193 1 03/24/98 00
992663 05 05/01/98 0
992663 O 04/01/13
0
1736886 623/623 F 68,000.00 ZZ
180 67,794.63 1
1731 RED BUD LANE 7.500 630.37 37
7.250 630.37 185,000.00
BOLINGBROOK IL 60440 2 04/09/98 00
995101 05 06/01/98 0
995101 O 05/01/13
0
1736887 623/623 F 194,700.00 ZZ
180 193,494.29 1
4525 DONALBAIN CIRCLE 7.250 1,777.35 59
7.000 1,777.35 330,000.00
FREMONT CA 94555 5 03/10/98 00
6239089 05 05/01/98 0
6239089 O 04/01/13
0
1736889 623/623 F 650,000.00 ZZ
180 633,776.56 1
5612 WOOD WAY 7.375 5,979.50 80
7.125 5,979.50 816,000.00
BETHESDA MD 20816 2 09/03/97 00
942189 05 11/01/97 0
942189 O 10/01/12
0
1
1736890 623/623 F 240,000.00 ZZ
180 236,944.63 1
3230 HYDE PARK RD 7.000 2,157.19 74
6.750 2,157.19 325,000.00
PENSACOLA FL 32503 4 02/05/98 00
946297 03 03/01/98 0
946297 O 02/01/13
0
1736891 623/623 F 525,000.00 ZZ
180 521,713.43 1
850 STONEY POINTE 7.125 4,755.61 70
6.875 4,755.61 750,000.00
OWOSSO MI 48867 5 03/18/98 00
979276 05 05/01/98 0
979276 O 04/01/13
0
1736892 623/623 F 333,500.00 ZZ
180 331,457.14 1
3809 BROOK ROAD 7.375 3,067.94 70
7.125 3,067.94 477,000.00
RICHMOND VA 23227 2 03/19/98 00
981210 05 05/01/98 0
981210 O 04/01/13
0
1736893 623/623 F 343,400.00 ZZ
180 341,319.30 1
19391 CHAPEL CREEK DRIVE 7.500 3,183.36 53
7.250 3,183.36 650,000.00
BOCA RATON FL 33434 2 03/30/98 00
983093 03 05/01/98 0
983093 O 04/01/13
0
1736894 623/623 F 350,000.00 ZZ
180 347,856.05 1
1554 HEATHERWOOD DRIVE 7.375 3,219.73 80
7.125 3,219.73 440,000.00
TROY MI 48098 2 03/31/98 00
983743 05 05/01/98 0
983743 O 04/01/13
0
1736895 623/623 F 310,000.00 ZZ
180 308,121.67 1
510 ST JOHNS CT 7.500 2,873.74 45
7.250 2,873.74 700,000.00
1
OAK BROOK IL 60521 2 03/12/98 00
985387 05 05/01/98 0
985387 O 04/01/13
0
1736896 623/623 F 500,000.00 ZZ
180 498,456.52 1
2002 ROBINSON ROAD SE 7.250 4,564.31 75
7.000 4,564.31 671,225.00
EAST GRAND RAPI MI 49506 1 04/14/98 00
987872 05 06/01/98 0
987872 O 05/01/13
0
1736897 623/623 F 307,000.00 ZZ
180 305,119.46 1
405 LENAWEE DRIVE 7.375 2,824.16 66
7.125 2,824.16 471,500.00
ANN ARBOR MI 48104 2 03/16/98 00
990881 05 05/01/98 0
990881 O 04/01/13
0
1736898 623/623 F 298,000.00 ZZ
180 296,154.62 1
11555 BURR OAK LANE 7.250 2,720.33 60
7.000 2,720.33 498,000.00
BURR RIDGE IL 60525 1 03/26/98 00
994351 05 05/01/98 0
994351 O 04/01/13
0
1736899 623/623 F 324,000.00 ZZ
180 321,949.62 1
1200 IMPERIAL DRIVE 7.000 2,912.21 80
6.750 2,912.21 405,000.00
GLENDALE CA 91207 5 03/23/98 00
6230919 05 05/01/98 0
6230919 O 04/01/13
0
1736900 623/623 F 265,000.00 ZZ
180 259,281.86 1
365 SANTA ISABEL AVENUE 6.875 2,363.42 69
6.625 2,363.42 385,000.00
NEWPORT BEACH CA 92660 1 03/11/98 00
6231165 05 05/01/98 0
6231165 O 04/01/13
0
1
1736901 623/623 F 335,500.00 ZZ
180 332,424.98 1
602 NORTHWEST 11TH AVENUE 7.375 3,086.35 60
7.125 3,086.35 560,000.00
PORTLAND OR 97209 5 03/05/98 00
6237001 03 05/01/98 0
6237001 O 04/01/13
0
1736902 623/623 F 268,000.00 ZZ
180 266,340.38 1
121 ALLEN WAY 7.250 2,446.48 80
7.000 2,446.48 335,000.00
PLEASANT HILL CA 94523 2 03/18/98 00
6239205 05 05/01/98 0
6239205 O 04/01/13
0
1736903 623/623 F 260,000.00 ZZ
180 258,336.77 1
846 GARFIELD AVENUE 6.875 2,318.82 69
6.625 2,318.82 381,000.00
SOUTH PASADENA CA 91030 2 03/24/98 00
6240731 05 05/01/98 0
6240731 O 04/01/13
0
1736904 623/623 F 355,000.00 ZZ
180 352,729.06 1
5761 SUNNY VIEW DRIVE 6.875 3,166.08 79
6.625 3,166.08 450,000.00
BONITA CA 91902 2 03/30/98 00
6241252 05 05/01/98 0
6241252 O 04/01/13
0
1736905 623/623 F 348,000.00 ZZ
180 345,797.76 1
2731 LACAMAS DRIVE 7.000 3,127.92 77
6.750 3,127.92 453,000.00
CAMAS WA 98607 2 03/06/98 00
6325374 03 05/01/98 0
6325374 O 04/01/13
0
1736906 623/623 F 300,000.00 T
180 298,080.90 1
1
1313 EAST BALBOA BOULEVARD 6.875 2,675.56 23
6.625 2,675.56 1,350,000.00
NEWPORT BEACH CA 92661 5 03/09/98 00
6334997 05 05/01/98 0
6334997 O 04/01/13
0
1736907 623/623 F 249,000.00 ZZ
180 246,269.89 1
3541 GOLF VIEW TERRACE 7.250 2,273.03 60
7.000 2,273.03 420,000.00
SANTA ROSA CA 95405 2 03/13/98 00
6396447 03 05/01/98 0
6396447 O 04/01/13
0
1736909 623/623 F 273,700.00 ZZ
180 271,094.34 1
2662 EAST TORTUGA COVE 7.000 2,460.09 75
6.750 2,460.09 365,000.00
SALT LAKE CITY UT 84121 5 02/23/98 00
7198009 05 04/01/98 0
7198009 O 03/01/13
0
1736910 623/623 F 314,637.00 ZZ
180 312,645.87 1
15 ASHLEY AVENUE 7.000 2,828.05 38
6.750 2,828.05 835,000.00
PARK CITY UT 84060 2 03/06/98 00
7259588 05 05/01/98 0
7259588 O 04/01/13
0
1737327 229/G01 F 220,000.00 T
180 220,000.00 1
47 WOODLAND TRAIL 7.500 2,039.43 80
7.250 2,039.43 275,000.00
PINE AZ 85544 1 05/18/98 00
0430850370 05 07/01/98 0
7952682 O 06/01/13
0
1737374 A52/G01 F 196,000.00 ZZ
180 196,000.00 1
3626 KINGSBORO ROAD 7.000 1,761.70 52
6.750 1,761.70 380,000.00
ATLANTA GA 30319 2 05/27/98 00
0430813881 05 07/01/98 0
1
5970 O 06/01/13
0
1737387 830/G01 F 138,500.00 ZZ
180 138,108.55 1
10000 DAUGHETY DRIVE 8.250 1,343.64 68
8.000 1,343.64 205,000.00
OKLAHOMA CITY OK 73099 6 04/22/98 00
0430797266 05 06/01/98 0
1548573 O 05/01/13
0
1737507 E22/G02 F 61,850.00 ZZ
180 61,679.04 2
168 WEBSTER AVE 8.500 609.06 75
8.250 609.06 82,500.00
JERSEY CITY NJ 07307 1 04/29/98 00
0410799654 05 06/01/98 0
410799654 O 05/01/13
0
1737528 E22/G01 F 190,000.00 ZZ
180 189,400.56 1
5027 SW ELK RIVER COURT 7.000 1,707.77 68
6.750 1,707.77 280,000.00
PALM CITY FL 34990 2 04/24/98 00
0410815211 03 06/01/98 0
410815211 O 05/01/13
0
1737530 956/G01 F 365,000.00 ZZ
180 363,885.51 1
21885 EATON PLACE 7.375 3,357.72 69
7.125 3,357.72 530,000.00
CUPERTINO CA 95014 2 04/23/98 00
0430787531 03 06/01/98 0
20804404 O 05/01/13
0
1737559 956/G01 F 250,000.00 ZZ
180 249,219.80 1
85344 FOREST HILL LANE 7.125 2,264.58 56
6.875 2,264.58 450,000.00
EUGENE OR 97405 5 04/24/98 00
0430803361 05 06/01/98 0
10803241 O 05/01/13
0
1
1737565 956/G01 F 543,000.00 ZZ
180 541,342.01 1
2413 VINEYARD ROAD 7.375 4,995.18 60
7.125 4,995.18 910,000.00
NOVATO CA 94947 2 04/23/98 00
0430799809 05 06/01/98 0
10804436 O 05/01/13
0
1737584 956/G01 F 160,000.00 ZZ
180 159,500.67 1
148 NORTH DOGWOOD STREET 7.125 1,449.33 72
6.875 1,449.33 225,000.00
ORANGE CA 92869 2 04/25/98 00
0430791020 05 06/01/98 0
60804113 O 05/01/13
0
1737721 E33/G01 F 345,000.00 ZZ
180 345,000.00 1
504 MARQUETTE DRIVE 7.000 3,100.96 48
6.750 3,100.96 730,000.00
NEW BUFFALO MI 49117 2 05/22/98 00
0430810598 05 07/01/98 0
336143404 O 06/01/13
0
1737725 A06/G01 F 361,000.00 ZZ
180 361,000.00 1
4042 HANOVER 7.250 3,295.44 71
7.000 3,295.44 510,000.00
WEST BLOOMFIELD MI 48323 5 05/21/98 00
0430817825 05 07/01/98 0
9806992 O 06/01/13
0
1737782 975/G01 F 145,500.00 ZZ
180 145,055.73 1
13532 CARAVEL PLACE 7.375 1,338.49 64
7.125 1,338.49 230,000.00
CERRITOS CA 90703 2 04/24/98 00
0430798132 05 06/01/98 0
981283 O 05/01/13
0
1737785 975/G01 F 328,000.00 ZZ
180 326,998.48 1
5528 GOLDEN WEST AVENUE 7.375 3,017.35 75
7.125 3,017.35 440,000.00
1
TEMPLE CITY CA 91780 2 04/22/98 00
0430829283 05 06/01/98 0
981428 O 05/01/13
0
1737836 664/G01 F 360,000.00 ZZ
180 358,900.77 1
124 HICKORY CREEK BLVD 7.375 3,311.73 80
7.125 3,311.73 450,000.00
BRANDON FL 33511 2 04/23/98 00
0430787770 05 06/01/98 0
2572519 O 05/01/13
0
1737848 664/G01 F 306,000.00 ZZ
180 305,024.05 1
7235 N JANMAR CIRCLE 6.875 2,729.08 90
6.625 2,729.08 340,000.00
DALLAS TX 75230 1 04/29/98 14
0430788489 05 06/01/98 25
2469427 O 05/01/13
0
1737960 926/926 F 255,000.00 ZZ
180 254,198.84 1
31 OYSTER LANDING LANE 7.125 2,309.87 65
6.875 2,309.87 395,000.00
HILTON HEAD SC 29928 2 04/09/98 00
161510163 09 06/01/98 0
161510163 O 05/01/13
0
1737993 956/G01 F 253,000.00 ZZ
180 252,201.79 1
20 WEST ELM STREET 7.000 2,274.04 58
6.750 2,274.04 440,000.00
DARIEN CT 06820 2 04/24/98 00
0430793414 05 06/01/98 0
13 O 05/01/13
0
1738016 168/168 F 340,500.00 ZZ
180 338,414.25 1
521 PINEWAY CIRCLE 7.375 3,132.34 66
7.125 3,132.34 520,000.00
BLOOMFIELD HILL MI 48302 2 03/23/98 00
989860442 01 05/01/98 0
989860442 O 04/01/13
0
1
1738068 E22/G01 F 558,000.00 ZZ
180 556,239.54 1
232 SOUTH OAKHURST DRIVE 7.000 5,015.46 70
6.750 5,015.46 800,000.00
BEVERLY HILLS CA 90212 2 04/20/98 00
0410784243 05 06/01/98 0
410784243 O 05/01/13
0
1738145 267/267 F 304,000.00 ZZ
180 303,019.87 1
5 WHITE SAIL 6.750 2,690.13 49
6.500 2,690.13 625,000.00
LAGUNA NIGUEL CA 92677 2 04/23/98 00
4238354 03 06/01/98 0
4238354 O 05/01/13
0
1738151 267/267 F 500,000.00 ZZ
180 498,370.45 1
2227 GUTHRIE DRIVE 6.625 4,389.97 70
6.375 4,389.97 715,000.00
LOS ANGELES CA 90034 1 04/23/98 00
4241763 05 06/01/98 0
4241763 O 05/01/13
0
1738260 B76/G01 F 248,000.00 ZZ
180 247,217.57 1
20933 NORTH LAUREL DRIVE 7.000 2,229.10 42
6.750 2,229.10 600,000.00
BARRINGTON IL 60010 2 04/17/98 00
0430778548 05 06/01/98 0
105020 O 05/01/13
0
1738264 B76/G01 F 250,000.00 ZZ
180 248,348.34 1
3925 RAMBLEWOOD DRIVE 6.500 2,177.77 51
6.250 2,177.77 498,000.00
RICHFIELD OH 44286 1 03/24/98 00
0430778571 05 05/01/98 0
166504 O 04/01/13
0
1738295 A13/G01 F 460,000.00 ZZ
180 458,564.43 1
1
16001 JEFFERSON 7.125 4,166.82 68
6.875 4,166.82 686,000.00
GROSSE POINTE P MI 48230 5 04/22/98 00
0430788679 05 06/01/98 0
980025225 O 05/01/13
0
1738303 E22/G01 F 175,000.00 ZZ
180 174,488.65 1
1370 COBBLESTONE DRIVE 7.875 1,659.79 64
7.625 1,659.79 275,000.00
TROY MI 48098 1 04/30/98 00
0410832943 05 06/01/98 0
410832943 O 05/01/13
0
1738327 E22/G01 F 77,850.00 ZZ
180 77,607.04 1
1745 OLD RIVER TRAIL 7.125 705.19 39
6.875 705.19 199,615.00
CHULUOTA FL 32766 2 04/24/98 00
0410818439 05 06/01/98 0
410818439 O 05/01/13
0
1738368 267/267 F 265,000.00 ZZ
180 264,154.81 1
27316 SUNNYRIDGE ROAD 6.875 2,363.42 44
6.625 2,363.42 610,000.00
PALOS VERDES PE CA 90274 5 04/24/98 00
4238451 05 06/01/98 0
4238451 O 05/01/13
0
1738425 267/267 F 300,000.00 ZZ
180 299,043.18 1
808 BAY HARBOUR DRIVE 6.875 2,675.57 45
6.625 2,675.57 675,000.00
REDWOOD CITY CA 94065 2 04/22/98 00
4233728 03 06/01/98 0
4233728 O 05/01/13
0
1738459 147/G01 F 295,350.00 ZZ
180 294,418.18 1
8804 O'MEARA COURT 7.000 2,654.69 72
6.750 2,654.69 412,000.00
BAKERFIELD CA 93311 2 04/03/98 00
0430797290 05 06/01/98 0
1
10023065 O 05/01/13
0
1738461 147/G01 F 275,000.00 ZZ
180 274,151.08 1
106 MEGAN COURT 7.250 2,510.38 50
7.000 2,510.38 560,000.00
ALMO CA 94507 5 04/16/98 00
0430797282 05 06/01/98 0
10020094 O 05/01/13
0
1738479 267/267 F 319,000.00 ZZ
180 317,971.51 1
2266 PANORAMA TER 6.750 2,822.87 68
6.500 2,822.87 470,000.00
LOS ANGELES CA 90039 2 04/08/98 00
4235089 05 06/01/98 0
4235089 O 05/01/13
0
1738484 267/267 F 800,000.00 ZZ
180 797,420.72 1
49 CAPE ANDOVER 6.750 7,079.28 62
6.500 7,079.28 1,309,990.00
NEWPORT BEACH CA 92660 1 04/13/98 00
4239643 03 06/01/98 0
4239643 O 05/01/13
0
1738487 E22/G01 F 78,000.00 ZZ
180 77,774.59 1
712 LA DUE 8.000 745.41 93
7.750 745.41 84,000.00
GREENVILLE IL 62246 2 04/24/98 04
0410827968 05 06/01/98 30
410827968 O 05/01/13
0
1738602 A52/G01 F 128,000.00 ZZ
180 128,000.00 1
2166 WILMINGTON CIRCLE 6.875 1,141.57 80
6.625 1,141.57 160,000.00
MARIETTA GA 30062 2 05/07/98 00
0430794446 03 07/01/98 0
000000 O 06/01/13
0
1
1738619 A50/A50 F 265,000.00 ZZ
120 263,458.40 1
7458 STANDING BOY ROAD 6.875 3,059.83 50
6.625 3,059.83 535,000.00
COLUMBUS GA 31904 2 04/27/98 00
107688 05 06/01/98 0
107688 O 05/01/08
0
1738660 637/G01 F 344,000.00 ZZ
180 341,869.75 1
781 POMEROY AVE. 7.250 3,140.25 74
7.000 3,140.25 465,000.00
SANTA CLARA CA 95051 2 03/24/98 00
0430815019 05 05/01/98 0
8968315 O 04/01/13
0
1738674 E22/G01 F 82,500.00 ZZ
180 82,258.94 2
125 57TH STREET 7.875 782.47 70
7.625 782.47 117,900.00
WEST NEW YORK NJ 07093 1 04/30/98 00
0410762470 05 06/01/98 0
410762470 O 05/01/13
0
1738691 637/G01 F 276,000.00 ZZ
180 274,290.83 1
10363 SAN FERNANDO AVENUE 7.250 2,519.51 40
7.000 2,519.51 690,000.00
CUPERTINO CA 95014 2 03/24/98 00
0430789289 05 05/01/98 0
8186520 O 04/01/13
0
1738696 637/G01 F 84,100.00 ZZ
180 83,590.43 1
2992 NORTH MILLER ROAD 7.500 779.62 61
7.250 779.62 139,900.00
SCOTTSDALE AZ 85251 1 03/30/98 00
0430789214 01 05/01/98 0
8487522 O 04/01/13
0
1738698 637/G01 F 370,000.00 ZZ
180 367,708.74 1
1157 DANFORTH LANE 7.250 3,377.60 68
7.000 3,377.60 550,000.00
1
WALNUT CREEK CA 94598 2 03/23/98 00
0430803585 05 05/01/98 0
10102903 O 04/01/13
0
1738726 637/G01 F 264,500.00 ZZ
180 263,709.90 1
232 LASSO CIRCLE 7.625 2,470.78 70
7.375 2,470.78 380,000.00
SAN RAMON CA 94583 2 04/06/98 00
0430849299 03 06/01/98 0
8973067 O 05/01/13
0
1738730 637/G01 F 355,000.00 ZZ
180 352,753.45 1
800 SHRADER STREET 7.000 3,190.84 49
6.750 3,190.84 735,000.00
SAN FRANCISCO CA 94117 5 03/27/98 00
0430803627 05 05/01/98 0
8975849 O 04/01/13
0
1738733 637/G01 F 133,500.00 ZZ
180 133,078.81 1
2633 EAST 26TH STREET 7.000 1,199.94 75
6.750 1,199.94 178,000.00
BROOKLYN NY 11235 1 04/14/98 00
0430786921 01 06/01/98 0
8299307 O 05/01/13
0
1738779 356/G01 F 297,800.00 ZZ
180 296,880.70 1
44121 GLENDORA DR 7.250 2,718.51 71
7.000 2,718.51 420,000.00
FREMONT CA 94539 5 04/15/98 00
0430796201 05 06/01/98 0
2509164 O 05/01/13
0
1738780 356/G01 F 350,000.00 ZZ
180 348,931.30 1
1183 MAYETTE AVE. 7.375 3,219.74 67
7.125 3,219.74 525,000.00
SAN JOSE CA 95125 5 04/15/98 00
0430804740 05 06/01/98 0
2501286 O 05/01/13
0
1
1738801 624/G01 F 82,000.00 ZZ
180 81,744.10 1
531 NORTH HELENE STREET 7.125 742.78 64
6.875 742.78 130,000.00
TULARE CA 93274 2 04/24/98 00
0430805275 05 06/01/98 0
72001380043 O 05/01/13
0
1738810 964/G01 F 78,750.00 ZZ
180 78,750.00 1
1512 LAUREL LANE 7.500 730.02 75
7.250 730.02 105,000.00
WEST SACRAMENTO CA 95791 2 04/28/98 00
0430816512 05 07/01/98 0
35935 O 06/01/13
0
1738836 A45/G01 F 257,000.00 ZZ
180 257,000.00 1
3 LAZELL STREET 7.125 2,327.99 43
6.875 2,327.99 600,000.00
HINGHAM MA 02043 2 05/27/98 00
0430839720 05 07/01/98 0
1738836 O 06/01/13
0
1738948 G32/G01 F 256,000.00 ZZ
180 256,000.00 1
1042 TRILLIUM TRAIL 7.250 2,336.93 72
7.000 2,336.93 358,000.00
WEST CHICAGO IL 60185 2 05/07/98 00
0430788133 05 07/01/98 0
1003398 O 06/01/13
0
1738989 E22/G01 F 99,000.00 ZZ
180 98,687.66 1
6639 MORSE AVENUE 7.000 889.84 64
(NORTH HOLLYWOOD) 6.750 889.84 155,000.00
LOS ANGELES CA 91606 5 04/28/98 00
410833875 05 06/01/98 0
410833875 O 05/01/13
0
1739096 J95/J95 F 282,000.00 ZZ
180 281,119.94 1
1
1331 CREST DRIVE 7.125 2,554.44 76
6.875 2,554.44 375,000.00
WEST CHESTER PA 19382 2 04/01/98 00
9301755 05 06/01/98 0
9301755 O 05/01/13
0
1739097 A13/G01 F 357,000.00 ZZ
180 355,897.95 1
10 DORAL GREENS DRIVE EAST 7.250 3,258.93 51
7.000 3,258.93 710,000.00
PORT CHESTER NY 10573 5 04/03/98 00
0430782219 05 06/01/98 0
980009724 O 05/01/13
0
1739107 450/G01 F 362,000.00 ZZ
180 360,857.91 1
3485 BRADWAY BL 7.000 3,253.76 49
6.750 3,253.76 750,000.00
BLOOMFIELD TWP MI 48301 2 04/03/98 00
0430785311 05 06/01/98 0
4498416 O 05/01/13
0
1739111 J95/J95 F 312,000.00 ZZ
180 310,025.58 1
9450 EAST COLLIER ROAD 7.000 2,804.34 79
6.750 2,804.34 395,000.00
ACAMPO CA 95220 2 03/16/98 00
12539466 05 05/01/98 0
12539466 O 04/01/13
0
1739113 J95/J95 F 312,000.00 ZZ
180 310,088.81 1
6770 NW 84TH AVENUE 7.375 2,870.17 67
7.125 2,870.17 468,000.00
PARKLAND FL 33067 2 03/26/98 00
10454338 05 05/01/98 0
10454338 O 04/01/13
0
1739118 J95/J95 F 116,000.00 ZZ
180 115,312.36 1
10934 KELLY RYAN COURT 7.750 1,091.88 75
7.500 1,091.88 155,000.00
RANCHO CORDOVA CA 95670 2 03/25/98 00
12538468 05 05/01/98 0
1
12538468 O 04/01/13
0
1739121 J95/J95 F 276,000.00 ZZ
180 273,372.42 1
3907 EAST BRONCO TRAIL 7.000 2,480.77 80
6.750 2,480.77 345,000.00
PHOENIX AZ 85044 1 02/26/98 00
12365334 03 04/01/98 0
12365334 O 03/01/13
0
1739123 J95/J95 F 463,000.00 ZZ
180 461,539.25 1
7697 TRED AVON CIRCLE 7.000 4,161.58 70
6.750 4,161.58 667,000.00
EASTON MD 21601 2 04/07/98 00
9299116 05 06/01/98 0
9299116 O 05/01/13
0
1739125 J95/J95 F 408,000.00 ZZ
180 405,418.05 1
3176 HOLMES RUN ROAD 7.000 3,667.22 80
6.750 3,667.22 510,000.00
FALLS CHURCH VA 22042 2 03/23/98 00
9303132 05 05/01/98 0
9303132 O 04/01/13
0
1739130 J95/J95 F 286,000.00 ZZ
180 285,117.13 1
54 MILLSTONE LANE 7.250 2,610.79 71
7.000 2,610.79 405,000.00
ROCKLAND DE 19732 2 03/31/98 00
9297524 01 06/01/98 0
9297524 O 05/01/13
0
1739132 168/168 F 295,000.00 ZZ
180 293,173.18 1
5 CAMPGAW ROAD 7.250 2,692.95 50
7.000 2,692.95 600,000.00
MAHWAH NJ 07430 5 03/25/98 00
239774370 05 05/01/98 0
239774370 O 04/01/13
0
1
1739133 J95/J95 F 289,000.00 ZZ
180 288,088.21 1
2516 NW 22ND TERRACE 7.000 2,597.62 62
6.750 2,597.62 473,000.00
GAINESVILLE FL 32605 2 03/30/98 00
9294182 05 06/01/98 0
9294182 O 05/01/13
0
1739137 J95/J95 F 290,850.00 ZZ
180 289,922.37 1
13894 WALNEY PARK DR 6.875 2,593.96 78
6.625 2,593.96 377,000.00
CHANTILLY VA 20151 2 04/03/98 00
9324609 03 06/01/98 0
9324609 O 05/01/13
0
1739147 J95/J95 F 248,000.00 ZZ
180 247,234.43 1
5911 FOXHALL MANOR DRIVE 7.250 2,263.90 80
7.000 2,263.90 310,000.00
BALTIMORE MD 21228 1 04/15/98 00
9325564 03 06/01/98 0
9325564 O 05/01/13
0
1739159 J95/J95 F 374,500.00 ZZ
180 373,331.25 1
205 FEY ROAD 7.125 3,392.34 70
6.875 3,392.34 535,000.00
CHESTERTOWN MD 21620 5 04/03/98 00
9322959 05 06/01/98 0
9322959 O 05/01/13
0
1739166 J95/J95 F 239,000.00 ZZ
180 238,245.97 1
21 WILSON ROAD 7.000 2,148.20 57
6.750 2,148.20 420,000.00
PRINCETON NJ 08540 2 04/10/98 00
9349499 05 06/01/98 0
9349499 O 05/01/13
0
1739171 601/G01 F 380,243.00 ZZ
180 379,017.06 1
9202 MARKHAM ROAD 6.750 3,364.81 70
6.500 3,364.81 550,000.00
1
MANVEL TX 77578 2 04/24/98 00
0430829986 05 06/01/98 0
20409843 O 05/01/13
0
1739173 J95/J95 F 567,900.00 ZZ
180 564,216.03 1
4000 WALKER CREEK ROAD 6.875 5,064.85 75
6.625 5,064.85 760,000.00
CENTRAL POINT OR 97502 2 03/23/98 00
7828692 05 05/01/98 0
7828692 O 04/01/13
0
1739174 J95/J95 F 292,000.00 ZZ
180 291,017.15 1
19290 PRISTINE WAY 6.250 2,503.68 75
6.000 2,503.68 390,000.00
DRAYDEN MD 20630 2 04/09/98 00
9323809 05 06/01/98 0
9323809 O 05/01/13
0
1739176 J95/J95 F 341,600.00 ZZ
180 340,498.64 1
1661 MICHAEL LANE 6.750 3,022.86 80
6.500 3,022.86 427,000.00
PACIFIC PALISAD CA 90272 1 04/01/98 00
7901622 01 06/01/98 0
7901622 O 05/01/13
0
1739178 J95/J95 F 272,000.00 ZZ
180 271,141.85 1
1962 YEARLING COURT 7.000 2,444.82 73
6.750 2,444.82 375,000.00
VIENNA VA 22182 2 04/09/98 00
9323254 03 06/01/98 0
9323254 O 05/01/13
0
1739184 J95/J95 F 373,500.00 ZZ
180 371,110.70 1
680 ATLANTA COUNTRY CLUB DRIVE 6.875 3,331.08 47
6.625 3,331.08 800,000.00
MARIETTA GA 30067 5 03/26/98 00
12580999 05 05/01/98 0
12580999 O 04/01/13
0
1
1739187 J95/J95 F 337,500.00 ZZ
180 335,178.06 1
264 DODDS LANE 7.125 3,057.19 75
6.875 3,057.19 450,000.00
PRINCETON NJ 08540 2 03/25/98 00
9269895 05 05/01/98 0
9269895 O 04/01/13
0
1739190 J95/J95 F 483,750.00 ZZ
180 480,535.87 1
2180 BETHANY ROAD 7.000 4,348.09 75
6.750 4,348.09 645,000.00
ALPHARETTA GA 30004 5 03/25/98 00
10068336 05 05/01/98 0
10068336 O 04/01/13
0
1739193 J95/J95 F 450,000.00 ZZ
180 447,121.35 1
1211 ELLEJOY CROSSING WAY 6.875 4,013.34 77
6.625 4,013.34 592,000.00
WALLAND TN 37786 2 03/26/98 00
5781638 05 05/01/98 0
5781638 O 04/01/13
0
1739196 J95/J95 F 280,000.00 ZZ
180 279,116.61 1
202 SAND KEY ESTATE DRIVE 7.000 2,516.72 58
6.750 2,516.72 490,000.00
CLEARWATER FL 33767 2 04/09/98 00
9329384 05 06/01/98 0
9329384 O 05/01/13
0
1739200 J95/J95 F 260,000.00 ZZ
180 258,336.75 1
6320 SUNBRIAR DRIVE 6.875 2,318.83 58
6.625 2,318.83 455,000.00
CUMMING GA 30040 1 03/27/98 00
10455186 03 05/01/98 0
10455186 O 04/01/13
0
1739203 J95/J95 F 350,400.00 ZZ
180 349,330.08 1
1
11260 INGLISH MILL DRIVE 7.375 3,223.42 80
7.125 3,223.42 438,000.00
GREAT FALLS VA 22066 1 04/03/98 00
9330861 05 06/01/98 0
9330861 O 05/01/13
0
1739208 J95/J95 F 323,700.00 ZZ
180 322,700.75 1
201 LYNWOOD BOULEVARD 7.250 2,954.94 59
7.000 2,954.94 550,000.00
NASHVILLE TN 37205 2 04/03/98 00
5996293 05 06/01/98 0
5996293 O 05/01/13
0
1739213 J95/J95 F 396,000.00 ZZ
180 393,466.76 1
106 NORTH 53RD STREET 6.875 3,531.75 88
6.625 3,531.75 453,000.00
OMAHA NE 68132 2 03/30/98 21
7877004 05 05/01/98 25
7877004 O 04/01/13
0
1739219 J95/J95 F 350,000.00 ZZ
180 348,931.30 1
4280 ESTERO BLVD 7.375 3,219.74 68
7.125 3,219.74 515,000.00
FORT MYERS BEAC FL 33931 1 04/23/98 00
7866890 05 06/01/98 0
7866890 O 05/01/13
0
1739263 J83/G01 F 281,000.00 ZZ
180 280,084.18 1
4053 MARCHFIELD DRIVE NORTH 6.625 2,467.17 79
6.375 2,467.17 357,000.00
MOBILE AL 36693 2 04/03/98 00
0430787861 05 06/01/98 0
256504 O 05/01/13
0
1739312 367/367 F 556,500.00 ZZ
180 554,782.11 1
11320 PALATINE DRIVE 7.250 5,080.08 70
7.000 5,080.08 795,000.00
POTOMAC MD 20854 5 04/22/98 00
9803000271 05 06/01/98 0
1
9803000271 O 05/01/13
0
1739335 E22/G01 F 100,000.00 ZZ
180 99,687.92 1
19501 EAST OAKMONT DRIVE 7.125 905.83 30
6.875 905.83 342,000.00
MIAMI FL 33015 2 04/29/98 00
0410817126 05 06/01/98 0
410817126 O 05/01/13
0
1739419 E22/G01 F 150,000.00 ZZ
180 149,536.96 1
48079 LINCOLN 7.250 1,369.29 66
7.000 1,369.29 227,500.00
MACOMB TWP MI 48044 1 05/01/98 00
410808091 05 06/01/98 0
410808091 O 05/01/13
0
1739451 956/G01 F 307,000.00 ZZ
180 303,981.77 1
1396 LINDA VISTA AVENUE 6.625 2,695.44 62
6.375 2,695.44 500,000.00
PASADENA CA 91103 2 02/26/98 00
0430821678 05 04/01/98 0
60802302 O 03/01/13
0
1739479 E22/G01 F 105,000.00 ZZ
180 104,679.39 1
7745 N. CRAWFORD 7.375 965.92 71
7.125 965.92 148,000.00
SKOKIE IL 60076 2 04/27/98 00
0410792147 05 06/01/98 0
410792147 O 05/01/13
0
1739543 562/G01 F 225,000.00 ZZ
180 224,290.13 1
51 POINT VIEW PARKWAY 7.000 2,022.37 59
6.750 2,022.37 385,000.00
WAYNE NJ 07470 2 04/27/98 00
0430792937 03 06/01/98 0
562322 O 05/01/13
0
1
1739574 480/G01 F 342,000.00 ZZ
180 340,944.26 1
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0
1739579 480/G01 F 120,000.00 ZZ
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LAS VEGAS NV 89102 2 04/23/98 00
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3522455 O 05/01/13
0
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NEWMAN GA 30263 1 04/30/98 00
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ST. PAUL MN 55102 2 05/01/98 00
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1739629 450/G01 F 300,000.00 ZZ
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SAGINAW MI 48603 2 04/14/98 00
0430784850 05 06/01/98 0
3262375 O 05/01/13
0
1739681 A13/G01 F 412,500.00 ZZ
180 409,889.57 1
10248 STABLEHAND DRIVE 7.000 3,707.67 66
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CINCINNATI OH 45242 2 03/25/98 00
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980015056 O 04/01/13
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SARATOGA CA 95070 2 04/17/98 00
0430801985 05 06/01/98 0
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WALNUT CA 91789 1 04/29/98 00
0430800391 05 06/01/98 0
2569085 O 05/01/13
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1739862 975/G01 F 545,900.00 ZZ
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3191 E CALIFORNIA BOULEVARD 7.125 4,944.93 70
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PASADENA CA 91107 1 05/04/98 00
0430796110 05 07/01/98 0
981430 O 06/01/13
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1
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LAGUNA NIGUEL CA 92677 2 05/21/98 00
0430844647 03 07/01/98 0
981649 O 06/01/13
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15221 DUNN DRIVE 6.750 2,654.73 58
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TRAVERSE CITY MI 49686 1 05/22/98 00
148163 05 07/01/98 0
148163 O 06/01/13
0
1739985 367/367 F 360,000.00 ZZ
180 358,826.72 1
1721 19TH STREET NW 6.625 3,160.78 63
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WASHINGTON DC 20009 5 04/09/98 00
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6250 CANNON HIGHLANDS DR NE 7.125 2,572.56 80
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BELMONT MI 49306 2 03/03/98 00
970475 01 04/01/98 0
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0
1740010 623/623 F 277,500.00 ZZ
180 276,633.98 1
336 MANHATTAN ROAD SE 7.125 2,513.68 75
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EAST GRAND RAPI MI 49506 5 04/14/98 00
972164 05 06/01/98 0
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0
1740011 623/623 F 358,425.00 ZZ
180 355,192.54 1
1
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LADUE MO 63124 5 02/18/98 00
982590 03 04/01/98 0
982590 O 03/01/13
0
1740012 623/623 F 290,000.00 ZZ
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2515 N BOSWORTH STREET 7.000 2,606.60 39
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CHICAGO IL 60614 2 03/27/98 00
986734 05 05/01/98 0
986734 O 04/01/13
0
1740013 623/623 F 450,000.00 ZZ
180 448,610.87 1
812 HAZELWOOD DR 7.250 4,107.88 69
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HOLLAND MI 49424 5 04/13/98 00
989950 05 06/01/98 0
989950 O 05/01/13
0
1740014 623/623 F 130,800.00 ZZ
180 129,981.17 1
2139 ST JOHNS AVENUE 7.125 1,184.83 66
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HIGHLAND PARK IL 60035 2 04/01/98 00
991267 05 05/01/98 0
991267 O 04/01/13
0
1740016 623/623 F 282,000.00 ZZ
180 281,110.30 1
9708 TREE HOLLOW COURT 7.000 2,534.70 73
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FAIRFAX STATION VA 22039 2 04/17/98 00
992924 03 06/01/98 0
992924 O 05/01/13
0
1740017 623/623 F 540,000.00 ZZ
180 538,333.04 1
50 CHILTERN ROAD 7.250 4,929.46 61
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WESTON MA 02193 2 04/10/98 00
993289 05 06/01/98 0
1
993289 O 05/01/13
0
1740018 623/623 F 375,000.00 ZZ
180 373,867.45 1
4 TOWER DRIVE 7.500 3,476.30 72
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DOVER MA 02030 5 04/07/98 00
995338 05 06/01/98 0
995338 O 05/01/13
0
1740019 623/623 F 369,000.00 ZZ
180 367,848.42 1
7665 NORTH CHERYL AVENUE 7.125 3,342.52 74
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FRESNO CA 93711 2 04/04/98 00
6214424 05 06/01/98 0
6214424 O 05/01/13
0
1740020 623/623 F 299,000.00 ZZ
180 298,077.00 1
550 MORNINGHOME RD 7.250 2,729.46 77
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DANVILLE CA 94526 2 04/01/98 00
6239359 03 06/01/98 0
6239359 O 05/01/13
0
1740021 623/623 F 280,000.00 ZZ
180 279,145.04 1
1744 COTTONWOOD STREET 7.375 2,575.79 80
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UNION CITY CA 94587 2 04/08/98 00
6239385 05 06/01/98 0
6239385 O 05/01/13
0
1740023 623/623 F 252,000.00 ZZ
180 251,255.48 1
19 KILLINI 7.750 2,372.02 80
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LAGUNA NIGUEL CA 92677 2 04/09/98 00
6248011 03 06/01/98 0
6248011 O 05/01/13
0
1
1740024 623/623 F 71,250.00 ZZ
180 70,818.28 1
4314 EAST MICHELLE DRIVE 7.500 660.50 75
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PHOENIX AZ 85032 5 03/18/98 00
6355392 05 05/01/98 0
6355392 O 04/01/13
0
1740147 168/168 F 261,500.00 ZZ
180 260,692.76 1
123 NYAC AVENUE 7.250 2,387.14 68
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PELHAM NY 10803 2 04/10/98 00
0239777034 05 06/01/98 0
0239777034 O 05/01/13
0
1740148 168/168 F 253,500.00 ZZ
180 252,725.96 1
900 RIDGEWOOD BOULEVARD EAST 7.375 2,332.01 75
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WASHINGTON TOWN NJ 07675 5 04/16/98 00
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0989848434 O 05/01/13
0
1740149 168/168 F 400,000.00 ZZ
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90 OLD STONE HILL ROAD 7.250 3,651.45 63
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POUND RIDGE NY 10576 1 04/27/98 00
0239798384 05 06/01/98 0
0239798384 O 05/01/13
0
1740165 168/168 F 258,000.00 ZZ
180 256,321.54 1
3229 KLINGLE ROAD N.W. 7.375 2,373.40 62
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WASHINGTON DC 20008 2 03/27/98 00
0169390888 05 05/01/98 0
0169390888 O 04/01/13
0
1740195 638/G01 F 645,000.00 ZZ
180 643,008.91 1
7 CHAMARAL COURT 7.250 5,887.97 71
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1
COCKEYSVILLE MD 21030 5 04/23/98 00
0430789719 05 06/01/98 0
3172714 O 05/01/13
0
1740199 450/G01 F 503,500.00 ZZ
180 501,876.67 1
3203 PRINCETON AVENUE 6.750 4,455.52 80
6.500 4,455.52 634,000.00
HIGHLAND PARK TX 75205 2 04/07/98 00
0430797720 05 06/01/98 0
4326443 O 05/01/13
0
1740238 638/G01 F 284,600.00 ZZ
180 283,730.99 1
2621 BRITTLAND DRIVE 7.375 2,618.11 80
7.125 2,618.11 355,806.00
MANAKIN-SABOT VA 23103 1 04/29/98 00
0430788752 05 06/01/98 0
3171338 O 05/01/13
0
1740242 E45/G01 F 261,000.00 ZZ
180 259,294.06 1
4718 SW 1 AVENUE 6.625 2,291.56 90
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OCALA FL 34474 1 03/31/98 04
0430803270 05 05/01/98 25
37630 O 04/01/13
0
1740256 E45/G01 F 244,000.00 ZZ
180 243,254.97 1
8910 LAUREL WAY 7.375 2,244.61 80
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ALPHARETTA GA 30022 1 04/27/98 00
0430803551 05 06/01/98 0
39006 O 05/01/13
0
1740299 638/G01 F 379,950.00 ZZ
180 378,802.51 1
76 NURSERY WAY 7.500 3,522.18 80
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SOUTH SAN FRANC CA 94080 1 04/14/98 00
0430788166 05 06/01/98 0
8731628 O 05/01/13
0
1
1740314 638/G01 F 191,250.00 ZZ
180 190,039.71 1
1497 VILLAGE VIEW ROAD 7.000 1,719.01 62
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ENCINITAS CA 92024 2 03/18/98 00
0430788778 05 05/01/98 0
8715420 O 04/01/13
0
1740322 A50/A50 F 280,500.00 ZZ
120 278,901.59 1
3323 BROOKWOOD ROAD 7.250 3,293.10 41
7.000 3,293.10 690,000.00
BIRMINGHAM AL 35223 2 04/23/98 00
107577 05 06/01/98 0
107577 O 05/01/08
0
1740325 638/G01 F 250,000.00 ZZ
180 249,158.52 1
4009 ELLICOTT STREET 6.250 2,143.56 59
6.000 2,143.56 427,500.00
ALEXANDRIA VA 22304 5 04/17/98 00
0430788984 05 06/01/98 0
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0
1740327 638/G01 F 563,000.00 ZZ
180 561,262.04 1
25 LOIS COURT 7.250 5,139.42 48
7.000 5,139.42 1,175,000.00
MILL VALLEY CA 94941 2 04/07/98 00
0430789099 05 06/01/98 0
8709218 O 05/01/13
0
1740336 638/G01 F 187,000.00 ZZ
180 186,397.10 1
33 NUTTER ROAD 6.750 1,654.78 74
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NORTH READING MA 01864 2 04/24/98 00
0430789248 05 06/01/98 0
8730981 O 05/01/13
0
1740338 638/G01 F 350,000.00 ZZ
180 348,895.77 1
1
2449 WESTPARK DRIVE 7.000 3,145.90 79
6.750 3,145.90 445,000.00
SAN JOSE CA 95124 5 04/08/98 00
0430789560 05 06/01/98 0
000000 O 05/01/13
0
1740371 943/943 F 240,150.00 T
180 236,438.27 1
D-4D CRESCENT AT SANDPIPER RUN 7.375 2,209.20 80
7.125 2,209.20 300,190.00
PAWLEYS ISLAND SC 29585 1 12/08/97 00
7080067855 08 02/01/98 0
7080067855 O 01/01/13
0
1740373 943/943 F 234,350.00 ZZ
180 232,249.19 1
4 SURREY LANE 6.875 2,090.07 79
6.625 2,090.07 297,000.00
DURHAM NH 03824 2 03/20/98 00
7090050067 05 05/01/98 0
7090050067 O 04/01/13
0
1740374 943/943 F 264,000.00 ZZ
180 257,070.07 1
44 COURT DRIVE 7.625 2,466.11 52
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SAINT JOSEPH MO 64506 2 10/28/97 00
7111124145 03 01/01/98 0
7111124145 O 12/01/12
0
1740377 943/943 F 311,000.00 ZZ
180 308,102.41 1
265 UPPER GULPH RD 7.250 2,839.01 77
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RADNOR PA 19087 2 02/06/98 00
7111131235 05 04/01/98 0
7111131235 O 03/01/13
0
1740378 943/943 F 313,600.00 ZZ
180 310,663.77 1
2106 BOLSOVER STREET 7.250 2,862.74 60
7.000 2,862.74 530,000.00
HOUSTON TX 77005 2 02/13/98 00
7111131369 05 04/01/98 0
1
7111131369 O 03/01/13
0
1740382 943/943 F 270,750.00 ZZ
180 270,750.00 1
5631 NW 108TH TERRACE 7.000 2,433.58 90
6.750 2,433.58 300,858.00
CORAL SPRINGS FL 33076 1 05/05/98 11
7545800413 03 07/01/98 12
7545800413 O 06/01/13
0
1740386 943/943 F 237,000.00 ZZ
180 230,284.36 1
5401 THORNAPPLE LANE 6.750 2,097.24 79
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ACWORTH GA 30101 2 01/26/98 00
8080071035 03 03/01/98 0
8080071035 O 02/01/13
0
1740389 943/943 F 245,000.00 ZZ
180 243,415.75 1
191 TIMBERLAKE DR 6.750 2,168.03 80
6.500 2,168.03 310,000.00
FLORENCE SC 29501 2 03/24/98 00
8080072651 05 05/01/98 0
8080072651 O 04/01/13
0
1740390 943/943 F 244,000.00 ZZ
180 241,565.04 1
50 INVERNESS ROAD 7.000 2,193.15 80
6.750 2,193.15 305,000.00
PINEHURST NC 28374 1 02/27/98 00
8080073325 05 04/01/98 0
8080073325 O 03/01/13
0
1740391 943/943 F 440,000.00 ZZ
180 435,720.20 1
192 WEMBLEY RD 6.750 3,893.61 80
6.500 3,893.61 550,000.00
ASHEVILLE NC 28804 1 02/27/98 00
8080073357 05 04/01/98 0
8080073357 O 03/01/13
0
1
1740392 943/943 F 310,000.00 ZZ
180 309,011.29 1
1237 HEBDEN COVE 6.875 2,764.75 62
6.625 2,764.75 504,500.00
VIRGINIA BEACH VA 23452 2 04/02/98 00
8080073583 05 06/01/98 0
8080073583 O 05/01/13
0
1740393 943/943 F 303,750.00 ZZ
180 301,827.76 1
8096 WATERFORD DR 7.000 2,730.20 75
6.750 2,730.20 405,000.00
STANLEY NC 28164 5 03/18/98 00
8080073647 03 05/01/98 0
8080073647 O 04/01/13
0
1740395 943/943 F 325,000.00 ZZ
180 323,974.63 1
1615 POWERS RIDGE PLACE 7.000 2,921.20 37
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ATLANTA GA 30327 2 04/24/98 00
8080073659 05 06/01/98 0
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0
1740397 943/943 F 460,000.00 ZZ
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106 FOX GATE LANE 7.250 4,199.17 62
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RICHMOND VA 23233 5 03/26/98 00
8080073724 05 05/01/98 0
8080073724 O 04/01/13
0
1740398 943/943 F 255,000.00 ZZ
180 253,351.13 1
15537 CARROLL ROAD 6.750 2,256.52 67
6.500 2,256.52 385,000.00
MONKTON MD 21111 5 03/25/98 00
8080074156 05 05/01/98 0
8080074156 O 04/01/13
0
1740399 943/943 F 372,000.00 ZZ
180 369,254.01 1
950 ABERDEEN CT 7.000 3,343.65 78
6.750 3,343.65 477,000.00
1
CONCORD NC 28027 2 03/11/98 00
8080074260 03 05/01/98 0
8080074260 O 04/01/13
0
1740401 943/943 F 250,000.00 ZZ
180 249,176.40 1
1484 MERCER ROAD 6.500 2,177.77 74
6.250 2,177.77 340,000.00
GLOUCESTER POIN VA 23062 5 04/09/98 00
8080074391 05 06/01/98 0
8080074391 O 05/01/13
0
1740402 943/943 F 303,000.00 ZZ
180 300,998.18 1
398 BEACON STREET UNIT 3 6.500 2,639.46 45
6.250 2,639.46 675,000.00
BOSTON MA 02116 2 03/18/98 00
8080074779 08 05/01/98 0
8080074779 O 04/01/13
0
1740403 943/943 F 329,000.00 ZZ
180 326,895.37 1
2978 NC 43 N 6.875 2,934.21 55
6.625 2,934.21 600,000.00
GREENVILLE NC 27858 5 03/25/98 00
8080075002 05 05/01/98 0
8080075002 O 04/01/13
0
1740404 943/943 F 300,000.00 ZZ
180 296,032.77 1
1427 HIGHLAND DRIVE 6.750 2,654.73 69
6.500 2,654.73 435,000.00
SILVER SPRING MD 20910 1 04/30/98 00
8080075091 05 06/01/98 0
8080075091 O 05/01/13
0
1740405 943/943 F 600,000.00 ZZ
180 596,161.78 1
81 WILLOW WOOD 6.875 5,351.13 62
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ALEXANDER CITY AL 35010 2 03/24/98 00
8080075097 05 05/01/98 0
8080075097 O 04/01/13
0
1
1740406 943/943 F 430,000.00 ZZ
180 427,219.46 1
1450 LEFLEUR PLACE 6.750 3,805.12 69
6.500 3,805.12 630,000.00
MEMPHIS TN 38120 1 03/31/98 00
8080075248 03 05/01/98 0
8080075248 O 04/01/13
0
1740407 943/943 F 368,500.00 ZZ
180 365,741.54 1
1420 BECKS NURSERY ROAD 6.875 3,286.49 70
6.625 3,286.49 530,000.00
LEXINGTON NC 27292 2 03/26/98 00
8080075335 05 05/01/98 0
8080075335 O 04/01/13
0
1740409 943/943 F 472,225.00 ZZ
180 470,767.26 1
2489 SAILFISH DRIVE 7.250 4,310.77 65
7.000 4,310.77 726,500.00
GARDEN CITY SC 29576 5 04/02/98 00
8080075368 03 06/01/98 0
8080075368 O 05/01/13
0
1740410 943/943 F 325,000.00 ZZ
180 323,996.73 1
1792 CASTLEWAY LANE 7.250 2,966.81 62
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ATLANTA GA 30345 1 04/16/98 00
8080075411 05 06/01/98 0
8080075411 O 05/01/13
0
1740411 943/943 F 351,000.00 ZZ
120 346,932.36 1
1908 WYCLIFFE 7.000 4,075.41 60
6.750 4,075.41 588,700.00
DALTON GA 30720 2 03/26/98 00
8080075527 03 05/01/98 0
8080075527 O 04/01/08
0
1740413 943/943 F 364,550.00 ZZ
180 363,399.86 1
1
1187 TURNER MOUNTAIN RD 7.000 3,276.68 75
6.750 3,276.68 492,000.00
IVY VA 22945 2 04/10/98 00
8080075663 03 06/01/98 0
8080075663 O 05/01/13
0
1740415 943/943 F 430,000.00 ZZ
180 428,583.40 1
11113 BELLAVISTA DR 6.500 3,745.77 43
6.250 3,745.77 1,000,000.00
POTOMAC MD 20854 2 04/16/98 00
8080075984 05 06/01/98 0
8080075984 O 05/01/13
0
1740416 943/943 F 388,500.00 ZZ
180 386,014.73 1
103 COUNTRY CLUB DRIVE SW 6.875 3,464.85 63
6.625 3,464.85 625,000.00
LAKEWOOD WA 98498 2 03/12/98 00
8080076760 05 05/01/98 0
8080076760 O 04/01/13
0
1740419 943/943 F 370,000.00 ZZ
180 368,857.83 1
4707 MUIRFIELD DRIVE 7.250 3,377.59 61
7.000 3,377.59 608,000.00
LAWRENCE KS 66047 2 04/13/98 00
8080077022 05 06/01/98 0
8080077022 O 05/01/13
0
1740420 943/943 F 278,700.00 ZZ
120 275,470.21 1
5908 HATHAWAY LANE 7.000 3,235.95 73
6.750 3,235.95 384,000.00
CHAPEL HILL NC 27514 5 03/24/98 00
8080077270 05 05/01/98 0
8080077270 O 04/01/08
0
1740421 943/943 F 296,250.00 ZZ
180 294,292.77 1
132 PEYTON RD 6.500 2,580.66 75
6.250 2,580.66 395,000.00
WILLIAMSBURG VA 23185 5 03/25/98 00
8080077591 03 05/01/98 0
1
8080077591 O 04/01/13
0
1740422 943/943 F 345,000.00 ZZ
180 343,863.43 1
408 HIDDEN VALLEY ROAD 6.500 3,005.32 69
6.250 3,005.32 505,000.00
NETHER PROVIDEN PA 19086 5 04/07/98 00
8080077844 05 06/01/98 0
8080077844 O 05/01/13
0
1740428 943/943 F 380,000.00 ZZ
180 377,569.12 1
315 WATERS BEND WAY 6.875 3,389.05 80
6.625 3,389.05 475,000.00
ALPHARETTA GA 30202 1 03/31/98 00
8080078116 03 05/01/98 0
8080078116 O 04/01/13
0
1740429 943/943 F 286,000.00 ZZ
180 280,339.36 1
1445 LITTLE WILLEO RD 6.750 2,530.85 39
6.500 2,530.85 750,000.00
MARIETTA GA 30068 5 03/27/98 00
8080078118 05 05/01/98 0
8080078118 O 04/01/13
0
1740430 943/943 F 287,000.00 ZZ
180 286,044.29 1
2365 BURBANK STREET 6.375 2,480.40 48
6.125 2,480.40 605,000.00
DOTHAN AL 36303 2 04/10/98 00
8080078155 05 06/01/98 0
8080078155 O 05/01/13
0
1740432 943/943 F 254,200.00 ZZ
180 252,556.22 1
11207 COLONIAL COUNTRY LN 6.750 2,249.44 49
6.500 2,249.44 525,000.00
CHARLOTTE NC 28277 5 03/31/98 00
8080078204 03 05/01/98 0
8080078204 O 04/01/13
0
1
1740433 943/943 F 489,300.00 ZZ
180 486,169.89 1
2750 PUMPHOUSE ROAD 6.875 4,363.85 46
6.625 4,363.85 1,075,000.00
BIRMINGHAM AL 35243 2 03/27/98 00
8080078251 05 05/01/98 0
8080078251 O 04/01/13
0
1740434 943/943 F 485,000.00 ZZ
180 483,047.17 1
44 LAVEDERO ROAD 7.000 4,359.32 76
6.750 4,359.32 645,000.00
SANTA FE NM 87501 2 04/14/98 00
8080078352 05 06/01/98 0
8080078352 O 05/01/13
0
1740436 943/943 F 400,000.00 ZZ
180 398,710.36 1
816 HUNGERFORD PLACE 6.750 3,539.64 47
6.500 3,539.64 855,000.00
CHARLOTTE NC 28207 2 04/09/98 00
8080078357 05 06/01/98 0
8080078357 O 05/01/13
0
1740437 943/943 F 291,650.00 ZZ
180 290,729.85 1
11448 BRONZEDALE DRIVE 7.000 2,621.44 70
6.750 2,621.44 420,000.00
OAKTON VA 22124 2 04/02/98 00
8080078453 03 06/01/98 0
8080078453 O 05/01/13
0
1740439 943/943 F 318,750.00 ZZ
180 317,722.32 1
951 ABERDEEN CT 6.750 2,820.65 75
6.500 2,820.65 425,000.00
CONCORD NC 28027 5 04/16/98 00
8080078518 03 06/01/98 0
8080078518 O 05/01/13
0
1740440 943/943 F 286,000.00 ZZ
180 285,057.80 1
221 WARREN STREET 6.500 2,491.37 75
6.250 2,491.37 385,000.00
1
NEEDHAM MA 02192 5 04/27/98 00
8080078550 05 06/01/98 0
8080078550 O 05/01/13
0
1740444 943/943 F 550,000.00 ZZ
180 548,245.84 1
4898 BEARS BLUFF ROAD 6.875 4,905.20 66
6.625 4,905.20 845,000.00
WADMALAW ISLAND SC 29487 2 03/31/98 00
8080078611 05 06/01/98 0
8080078611 O 05/01/13
0
1740445 943/943 F 369,000.00 ZZ
180 365,333.25 1
7865 BRESSINGHAM DRIVE 6.500 3,214.39 88
6.250 3,214.39 420,000.00
FAIRFAX VA 22039 2 02/26/98 04
8080078618 03 04/01/98 25
8080078618 O 03/01/13
0
1740446 943/943 F 285,000.00 ZZ
180 284,091.02 1
2407 PINE NEEDLES ROAD 6.875 2,541.79 79
6.625 2,541.79 365,000.00
GOLDSBORO NC 27534 1 04/07/98 00
8080078644 05 06/01/98 0
8080078644 O 05/01/13
0
1740447 943/943 F 310,000.00 ZZ
180 309,000.53 1
1143 BYRNWYCK RD 6.750 2,743.22 75
6.500 2,743.22 415,000.00
ATLANTA GA 30319 2 04/16/98 00
8080078648 05 06/01/98 0
8080078648 O 05/01/13
0
1740449 943/943 F 362,400.00 ZZ
180 359,313.83 1
#9 TURTLE CREEK BEND 6.875 3,232.08 78
6.625 3,232.08 465,000.00
DALLAS TX 75204 2 03/25/98 00
8080078718 09 05/01/98 0
8080078718 O 04/01/13
0
1
1740450 943/943 F 284,500.00 ZZ
180 283,592.62 1
14961 WEST 32ND PLACE 6.875 2,537.33 76
6.625 2,537.33 375,000.00
GOLDEN CO 80401 2 04/22/98 00
8080078972 03 06/01/98 0
8080078972 O 05/01/13
0
1740451 943/943 F 276,300.00 T
180 275,418.78 1
640 STONE CREEK DRIVE 6.875 2,464.19 61
6.625 2,464.19 455,000.00
AVON CO 81620 2 04/22/98 00
8080078973 09 06/01/98 0
8080078973 O 05/01/13
0
1740453 943/943 F 307,000.00 ZZ
180 306,031.43 1
6 IRON HORSE ROAD 7.000 2,759.40 46
6.750 2,759.40 670,000.00
LITTLE ROCK AR 72211 2 04/10/98 00
8080079024 05 06/01/98 0
8080079024 O 05/01/13
0
1740454 943/943 F 300,176.00 ZZ
180 299,218.62 1
6 RIVER RIDGE ROAD 6.875 2,677.14 77
6.625 2,677.14 390,000.00
LITTLE ROCK AR 72227 2 04/22/98 00
8080079177 05 06/01/98 0
8080079177 O 05/01/13
0
1740460 943/943 F 1,080,000.00 ZZ
180 1,076,629.52 1
710 NORTH HILLCREST ROAD 7.125 9,782.98 41
6.875 9,782.98 2,650,000.00
BEVERLY HILLS CA 90210 2 04/16/98 00
8080080948 05 06/01/98 0
8080080948 O 05/01/13
0
1740461 943/943 F 380,000.00 ZZ
180 378,454.83 1
1
8505 OAK CHASE CIRCLE 7.250 3,468.88 77
7.000 3,468.88 495,000.00
FAIRFAX STATION VA 22057 2 04/16/98 00
8080081696 03 06/01/98 0
8080081696 O 05/01/13
0
1740463 943/943 F 515,000.00 ZZ
180 511,776.00 1
822 WARNER AVE 7.125 4,665.04 50
6.875 4,665.04 1,050,000.00
LOS ANGELES CA 90024 2 03/16/98 00
8090055005 05 05/01/98 0
8090055005 O 04/01/13
0
1740464 943/943 F 300,000.00 ZZ
180 299,063.75 1
18 PLUM BROOK ROAD 7.125 2,717.50 75
6.875 2,717.50 400,000.00
KATONAH NY 10536 5 04/16/98 00
8090055028 05 06/01/98 0
8090055028 O 05/01/13
0
1740465 943/943 F 283,500.00 ZZ
180 282,653.15 1
3 EDWARDS LANE 7.625 2,648.26 90
7.375 2,648.26 315,000.00
GLEN COVE NY 11542 1 04/07/98 11
8090055476 05 06/01/98 25
8090055476 O 05/01/13
0
1740469 943/943 F 475,000.00 ZZ
180 473,468.56 1
772 OCAMPO DR 6.750 4,203.32 36
6.500 4,203.32 1,320,000.00
LOS ANGELES CA 90272 2 04/23/98 00
8090056000 05 06/01/98 0
8090056000 O 05/01/13
0
1740470 943/943 F 330,000.00 ZZ
180 328,947.51 1
4535 29TH ST NW 6.875 2,943.12 64
6.625 2,943.12 520,000.00
WASHINGTON DC 20008 5 04/13/98 00
8090056006 05 06/01/98 0
1
8090056006 O 05/01/13
0
1740472 943/943 F 269,750.00 ZZ
180 268,823.54 1
4 DAWN HILL DRIVE 7.000 2,424.59 65
6.750 2,424.59 415,000.00
SANDY UT 84092 5 04/15/98 00
8090056375 03 06/01/98 0
8090056375 O 05/01/13
0
1740480 943/943 F 451,200.00 ZZ
180 448,344.66 1
170 SHORE RD 7.000 4,055.52 58
6.750 4,055.52 790,000.00
GREENWICH CT 06870 2 03/19/98 00
8111132822 05 05/01/98 0
8111132822 O 04/01/13
0
1740482 943/943 F 1,000,000.00 ZZ
180 996,705.59 1
105 CLEARVIEW LANE 6.500 8,711.08 60
6.250 8,711.08 1,670,000.00
NEW CANAAN CT 06840 1 04/17/98 00
8111133459 05 06/01/98 0
8111133459 O 05/01/13
0
1740484 943/943 F 418,800.00 ZZ
180 417,464.29 1
10011 HIGH HILL PLACE 6.875 3,735.09 45
6.625 3,735.09 950,000.00
GREAT FALLS VA 22066 2 04/20/98 00
8111133786 03 06/01/98 0
8111133786 O 05/01/13
0
1740485 943/943 F 596,000.00 ZZ
180 596,000.00 1
90 ROOSTER TAIL HOLLOW ROAD 6.875 5,315.46 80
6.625 5,315.46 750,000.00
NEW MILFORD CT 06776 2 05/01/98 00
8111133927 05 07/01/98 0
8111133927 O 06/01/13
0
1
1740486 943/943 F 337,800.00 ZZ
180 336,722.62 1
3500 GRANADA BOULEVARD 6.875 3,012.69 41
6.625 3,012.69 830,000.00
CORAL GABLES FL 33134 2 04/20/98 00
8111134127 05 06/01/98 0
8111134127 O 05/01/13
0
1740487 943/943 F 490,000.00 ZZ
180 488,454.07 1
32 PINE HILL ROAD 7.000 4,404.26 70
6.750 4,404.26 700,000.00
OLD TAPPAN NJ 07675 2 04/14/98 00
8111134144 05 06/01/98 0
8111134144 O 05/01/13
0
1740488 943/943 F 373,150.00 ZZ
180 371,959.88 1
1212 LARRABEE LANE 6.875 3,327.96 72
6.625 3,327.96 520,000.00
NORTHBROOK IL 60062 2 03/30/98 00
8111134253 05 06/01/98 0
8111134253 O 05/01/13
0
1740489 943/943 F 700,000.00 ZZ
180 697,791.53 1
72 TERN ST 7.000 6,291.80 67
6.750 6,291.80 1,050,000.00
NEW ORLEANS LA 70124 2 04/16/98 00
8111134281 05 06/01/98 0
8111134281 O 05/01/13
0
1740491 943/943 F 271,450.00 ZZ
180 269,732.18 1
4312 CLEARWATER LANE UNIT 2 7.000 2,439.87 68
6.750 2,439.87 400,000.00
NAPERVILLE IL 60564 2 03/16/98 00
8111134769 03 05/01/98 0
8111134769 O 04/01/13
0
1740492 943/943 F 280,000.00 ZZ
120 256,696.81 1
100 CHERRY LANE 7.000 3,251.04 45
6.750 3,251.04 635,000.00
1
LAUREL HOLLOW NY 11791 2 03/19/98 00
8111134803 05 05/01/98 0
8111134803 O 04/01/08
0
1740493 943/943 F 375,300.00 ZZ
180 372,924.97 1
35 BETHUNE STREET APT 2B 7.000 3,373.31 68
6.750 3,373.31 553,000.00
NEW YORK NY 10014 2 03/20/98 00
8111134804 08 05/01/98 0
8111134804 O 04/01/13
0
1740495 943/943 F 316,500.00 ZZ
180 315,512.26 1
333 CENTRAL PARK WEST APT 23 7.125 2,866.96 34
6.875 2,866.96 950,000.00
NEW YORK NY 10025 2 04/23/98 00
8111135274 12 06/01/98 0
8111135274 O 05/01/13
0
1740496 943/943 F 272,000.00 ZZ
180 270,315.61 1
675 SOUTHFORK DRIVE 7.250 2,482.99 32
7.000 2,482.99 850,000.00
WAUKEE IA 50263 2 03/18/98 00
8111135647 05 05/01/98 0
8111135647 O 04/01/13
0
1740497 943/943 F 339,000.00 ZZ
180 337,953.52 1
15 NORMANDY COURT 7.250 3,094.61 75
7.000 3,094.61 455,000.00
HOPEWELL NJ 08558 2 04/23/98 00
8111135696 05 06/01/98 0
8111135696 O 05/01/13
0
1740499 943/943 F 408,000.00 ZZ
180 406,726.70 1
15 FLINT AVENUE 7.125 3,695.80 48
6.875 3,695.80 860,000.00
LARCHMONT NY 10538 2 04/16/98 00
8111136105 05 06/01/98 0
8111136105 O 05/01/13
0
1
1740501 943/943 F 246,000.00 ZZ
180 245,248.86 1
597 REGENCY DR 7.375 2,263.02 77
7.125 2,263.02 320,000.00
LAKE ZURICH IL 60047 2 04/17/98 00
8111136695 05 06/01/98 0
8111136695 O 05/01/13
0
1740502 943/943 F 445,000.00 ZZ
180 443,626.30 1
6115 WAGGONER DRIVE 7.250 4,062.24 53
7.000 4,062.24 850,000.00
DALLAS TX 75230 2 04/17/98 00
8111136962 05 06/01/98 0
8111136962 O 05/01/13
0
1740503 943/943 F 262,500.00 ZZ
180 261,689.67 1
12401 NORTHLAKE PLACE 7.250 2,396.27 71
7.000 2,396.27 372,000.00
RICHMOND VA 23233 2 04/28/98 00
8111137286 05 06/01/98 0
8111137286 O 05/01/13
0
1740504 943/943 F 320,000.00 ZZ
180 318,710.35 1
3510 RIGAUD STREET 7.250 2,921.17 78
7.000 2,921.17 415,000.00
GALVESTON TX 77554 2 04/06/98 00
8111137567 03 06/01/98 0
8111137567 O 05/01/13
0
1740506 943/943 F 363,000.00 ZZ
180 361,879.43 1
204 CHESTNUT RIDGE RD 7.250 3,313.70 73
7.000 3,313.70 500,000.00
BETHEL CT 06801 2 04/27/98 00
8111137665 05 06/01/98 0
8111137665 O 05/01/13
0
1740508 943/943 F 280,000.00 ZZ
180 279,116.61 1
1
5 RENEE COURT 7.000 2,516.72 69
6.750 2,516.72 410,000.00
WOODCLIFF LAKE NJ 07675 2 04/16/98 00
8111137968 05 06/01/98 0
8111137968 O 05/01/13
0
1740509 943/943 F 280,300.00 ZZ
180 278,434.72 1
4 BRISTOL COURT 7.250 2,558.76 76
7.000 2,558.76 370,000.00
CLINTON TOWNSHI NJ 08801 2 04/22/98 00
8111138110 05 06/01/98 0
8111138110 O 05/01/13
0
1740510 943/943 F 405,000.00 ZZ
120 402,676.16 1
625 SOLANO PRADO 7.125 4,728.53 54
6.875 4,728.53 750,000.00
CORAL GABLES FL 33156 2 04/06/98 00
8111138185 05 06/01/98 0
8111138185 O 05/01/08
0
1740513 943/943 F 309,000.00 ZZ
180 309,000.00 1
6 CALLE CUMBRE 7.250 2,820.75 88
7.000 2,820.75 355,000.00
PLACITAS NM 87043 2 05/01/98 12
8111138541 05 07/01/98 12
8111138541 O 06/01/13
0
1740514 943/943 F 592,300.00 ZZ
180 583,843.52 1
605 SOLANO PRADO 7.375 5,448.71 74
7.125 5,448.71 810,000.00
MIAMI FL 33156 2 04/06/98 00
8111138647 05 06/01/98 0
8111138647 O 05/01/13
0
1740515 943/943 F 236,400.00 ZZ
180 235,646.03 1
13256 SNOW OWL DRIVE 6.875 2,108.35 80
6.625 2,108.35 295,500.00
CARMEL IN 46032 1 04/27/98 00
8111138706 03 06/01/98 0
1
8111138706 O 05/01/13
0
1740516 943/943 F 302,000.00 ZZ
180 302,000.00 1
1605 GINKO LANE 7.375 2,778.17 76
7.125 2,778.17 400,000.00
YARDLEY PA 19067 2 04/28/98 00
8111138744 05 07/01/98 0
8111138744 O 06/01/13
0
1740519 943/943 F 261,000.00 ZZ
180 260,203.06 1
534 BEAR LAKE ROAD 7.375 2,401.00 62
7.125 2,401.00 425,000.00
NORTH MUSKEGON MI 49445 2 04/03/98 00
8111139237 05 06/01/98 0
8111139237 O 05/01/13
0
1740520 943/943 F 325,000.00 ZZ
180 324,007.64 1
10810 TIMBERGLEN DRIVE 7.375 2,989.76 68
7.125 2,989.76 484,000.00
HOUSTON TX 77024 2 04/02/98 00
8111139253 05 06/01/98 0
8111139253 O 05/01/13
0
1740522 943/943 F 321,000.00 ZZ
180 320,019.85 1
2125 NIGHT SKY LANE 7.375 2,952.96 70
7.125 2,952.96 460,000.00
LAFAYETTE CO 80026 2 04/10/98 00
8111139275 05 06/01/98 0
8111139275 O 05/01/13
0
1740524 943/943 F 317,000.00 ZZ
180 316,021.43 1
15 RIPPLEWOOD DRIVE 7.250 2,893.78 76
7.000 2,893.78 420,000.00
RANDOLPH NJ 07869 2 04/08/98 00
8111139753 03 06/01/98 0
8111139753 O 05/01/13
0
1
1740525 943/943 F 289,000.00 ZZ
180 288,098.08 1
FIVE HUNTINGTON DRIVE 7.125 2,617.86 78
6.875 2,617.86 372,000.00
ANNANDALE NJ 08801 2 04/17/98 00
8111140064 05 06/01/98 0
8111140064 O 05/01/13
0
1740529 943/943 F 250,600.00 ZZ
180 249,792.04 1
62 WYNNEWOOD ROAD 6.750 2,217.59 68
6.500 2,217.59 370,000.00
LIVINGSTON NJ 07039 2 04/14/98 00
8111141149 05 06/01/98 0
8111141149 O 05/01/13
0
1740533 943/943 F 390,000.00 ZZ
180 387,505.15 1
490 WEST END AVENUE UNIT 9C 6.875 3,478.24 60
6.625 3,478.24 650,000.00
NEW YORK NY 10024 2 03/30/98 00
8507300606 12 05/01/98 0
8507300606 O 04/01/13
0
1740537 943/943 F 400,000.00 ZZ
180 396,573.55 1
30 MEADOW ROAD 6.875 3,567.42 45
6.625 3,567.42 900,000.00
SCARSDALE NY 10583 2 03/12/98 00
8511200949 05 05/01/98 0
8511200949 O 04/01/13
0
1740542 943/943 F 268,000.00 T
180 267,154.47 1
505 N LAKE SHORE DR 3502 7.000 2,408.86 80
6.750 2,408.86 335,000.00
CHICAGO IL 60611 1 04/30/98 00
8543900423 06 06/01/98 0
8543900423 O 05/01/13
0
1740543 943/943 F 360,500.00 ZZ
180 358,092.68 1
506 ISLE OF CAPRI 6.375 3,115.63 70
6.125 3,115.63 515,000.00
1
FT LAUDERDALE FL 33301 5 03/24/98 00
8545800599 05 05/01/98 0
8545800599 O 04/01/13
0
1740544 943/943 F 249,600.00 ZZ
180 248,786.52 1
17 WOODLANDS AVENUE 6.625 2,191.48 80
6.375 2,191.48 312,000.00
WHITE PLAINS NY 10607 2 04/07/98 00
8546500486 05 06/01/98 0
8546500486 O 05/01/13
0
1740545 943/943 F 440,000.00 ZZ
180 437,170.13 1
3 FAITH LANE 7.000 3,954.85 65
6.750 3,954.85 685,000.00
GREENBURGH NY 10502 2 03/06/98 00
8546500488 05 05/01/98 0
8546500488 O 04/01/13
0
1740548 943/943 F 436,100.00 ZZ
180 434,724.12 1
1225 CANTERBURY CIRCLE 7.000 3,919.80 70
6.750 3,919.80 623,000.00
LIBERTYVILLE IL 60048 5 04/15/98 00
8555100697 05 06/01/98 0
8555100697 O 05/01/13
0
1740549 943/943 F 247,000.00 ZZ
180 241,538.64 1
360 EAST 72ND STREET APT A211 7.250 2,254.78 50
7.000 2,254.78 500,000.00
NEW YORK NY 10021 2 04/28/98 00
8559600443 10 07/01/98 0
8559600443 O 06/01/13
0
1740550 943/943 F 440,000.00 ZZ
180 438,611.82 1
6318 N.W. 40TH COURT 7.000 3,954.85 70
6.750 3,954.85 630,000.00
BOCA RATON FL 33496 2 04/30/98 00
8560200393 03 06/01/98 0
8560200393 O 05/01/13
0
1
1740554 943/943 F 300,000.00 ZZ
180 298,172.00 1
13149 ASHVALE DRIVE 7.000 2,696.49 73
6.750 2,696.49 412,000.00
FAIRFAX VA 22033 2 04/16/98 00
8565800279 05 06/01/98 0
8565800279 O 05/01/13
0
1740556 943/943 F 465,000.00 ZZ
180 461,993.16 1
9806 POTOMAC MANORS DRIVE 6.750 4,114.83 52
6.500 4,114.83 900,000.00
POTOMAC MD 20854 2 03/20/98 00
8568900212 05 05/01/98 0
8568900212 O 04/01/13
0
1740557 943/943 F 363,750.00 ZZ
180 362,577.23 1
24 DAY ROAD 6.750 3,218.86 75
6.500 3,218.86 485,000.00
ARMONK NY 10504 5 04/27/98 00
8570400366 05 06/01/98 0
8570400366 O 05/01/13
0
1740560 943/943 F 900,000.00 ZZ
180 897,160.54 1
310 OCEAN DRIVE EAST 7.000 8,089.46 51
6.750 8,089.46 1,775,000.00
STAMFORD CT 06902 2 04/16/98 00
8573900116 05 06/01/98 0
8573900116 O 05/01/13
0
1740590 E82/G01 F 204,000.00 ZZ
180 203,363.35 1
3332 NORTH 128TH CIRCLE 7.125 1,847.90 70
6.875 1,847.90 293,000.00
OMAHA NE 68164 2 04/29/98 00
0400112181 05 06/01/98 0
400112181 O 05/01/13
0
1740910 638/G01 F 160,000.00 ZZ
180 159,489.70 1
1
768 VALENCIA DRIVE 6.875 1,426.97 35
6.625 1,426.97 470,000.00
MILPITAS CA 95035 2 04/07/98 00
0430787614 05 06/01/98 0
8724937 O 05/01/13
0
1740927 E82/G01 F 275,700.00 ZZ
180 275,700.00 1
7051 LIVERY LANE 7.000 2,478.07 53
6.750 2,478.07 530,000.00
SAN JOSE CA 95135 2 05/06/98 00
0400113833 05 07/01/98 0
400113833 O 06/01/13
0
1740929 E82/G01 F 259,000.00 ZZ
180 259,000.00 1
5831 PITTMAN AVENUE NORTH 6.750 2,291.92 77
6.500 2,291.92 340,000.00
ANNANDALE MN 55302 2 05/06/98 00
0400114302 05 07/01/98 0
0400114302 O 06/01/13
0
1741003 665/G01 F 450,000.00 ZZ
180 450,000.00 1
6016 CROSSVIEW CIRCLE 7.625 4,203.58 69
7.375 4,203.58 654,000.00
SAN JOSE CA 95120 5 05/01/98 00
0430791426 05 07/01/98 0
9801221215 O 06/01/13
0
1741056 K13/G01 F 56,600.00 ZZ
180 56,600.00 1
13395 EAST ANDREWS DRIVE 7.000 508.74 42
6.750 508.74 137,000.00
DENVER CO 80239 2 05/05/98 00
0430806323 05 07/01/98 0
39804305 O 06/01/13
0
1741059 912/G01 F 384,000.00 ZZ
180 382,827.49 1
103 LONDONDERRY COURT 7.375 3,532.51 80
7.125 3,532.51 480,000.00
RENO NV 89511 1 04/24/98 00
0430827303 03 06/01/98 0
1
0271116 O 05/01/13
0
1741082 893/G01 F 255,000.00 ZZ
180 255,000.00 1
2528 GLEN KEW COURT 6.875 2,274.23 75
6.625 2,274.23 340,000.00
SAN JOSE CA 95148 2 05/08/98 00
0430823286 05 07/01/98 0
275523 O 06/01/13
0
1741457 E22/G01 F 340,000.00 ZZ
180 338,927.31 1
2 PUDDINGSTONE WAY 7.000 3,056.02 62
6.750 3,056.02 550,000.00
WARREN NJ 07059 2 04/23/98 00
0410825152 05 06/01/98 0
410825152 O 05/01/13
0
1741496 168/168 F 590,000.00 ZZ
180 588,178.69 1
23 HART PLACE 7.250 5,385.89 74
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DIX HILLS NY 11746 5 04/16/98 00
2365821 05 06/01/98 0
2365821 O 05/01/13
0
1741517 168/168 F 343,000.00 ZZ
180 343,000.00 1
1169 DALEVIEW DRIVE 7.250 3,131.12 73
7.000 3,131.12 470,000.00
MCLEAN VA 22102 2 04/30/98 00
2398198195 05 07/01/98 0
2398198195 O 06/01/13
0
1741531 168/168 F 495,000.00 ZZ
180 493,471.95 1
9320 LUDGATE DRIVE 7.250 4,518.68 74
7.000 4,518.68 669,000.00
ALEXANDRIA VA 22309 5 04/17/98 00
989395553 03 06/01/98 0
989395553 O 05/01/13
0
1
1741628 550/550 F 500,000.00 ZZ
180 500,000.00 1
338 STANWICH ROAD 6.800 4,438.42 54
6.550 4,438.42 930,050.00
GREENWICH CT 06830 1 05/12/98 00
120247007 05 07/01/98 0
120247007 O 06/01/13
0
1741743 638/G01 F 330,000.00 ZZ
180 329,003.36 1
615 44TH AVENUE 7.500 3,059.14 58
7.250 3,059.14 575,000.00
SAN FRANCISCO CA 94121 2 04/09/98 00
0430798843 05 06/01/98 0
8732628 O 05/01/13
0
1741749 638/G01 F 175,000.00 ZZ
180 174,447.88 1
233 NORTHWOOD DRIVE 7.000 1,572.95 72
6.750 1,572.95 245,000.00
SOUTH SAN FRANC CA 94080 2 04/09/98 00
0430806851 05 06/01/98 0
8733164 O 05/01/13
0
1741771 168/168 F 432,000.00 ZZ
180 430,666.43 1
10 LYNRIDGE LANE 7.250 3,943.57 90
7.000 3,943.57 480,000.00
HUNTINGTON NY 11743 1 04/21/98 11
239738799 05 06/01/98 25
239738799 O 05/01/13
0
1741803 638/G01 F 310,000.00 ZZ
180 309,073.99 1
6135 DIAL WAY 7.625 2,895.80 71
7.375 2,895.80 440,000.00
SAN JOSE CA 95129 2 04/06/98 00
0430798348 05 06/01/98 0
8729968 O 05/01/13
0
1741812 638/G01 F 290,400.00 ZZ
180 289,493.71 1
1138 COUNTRY CLUB ROAD 7.125 2,630.54 80
6.875 2,630.54 363,000.00
1
WEST CHESTER PA 19382 1 04/30/98 00
0430795203 05 06/01/98 0
3168543 O 05/01/13
0
1741875 638/G01 F 198,000.00 ZZ
180 197,368.51 1
16322 ELZA DRIVE 6.875 1,765.87 69
6.625 1,765.87 290,000.00
HECIENDA HEIGHT CA 91745 2 04/01/98 00
0430797456 03 06/01/98 0
8721676 O 05/01/13
0
1741900 549/549 F 101,600.00 ZZ
180 100,963.96 1
16406 NORTH 62ND WAY 7.125 920.33 44
6.875 920.33 234,000.00
SCOTTSDALE AZ 85254 2 03/19/98 00
63448769 05 05/01/98 0
63448769 O 04/01/13
0
1741901 429/429 F 25,700.00 ZZ
180 25,373.24 2
75 CENTRE STREET 7.500 238.25 27
7.250 238.25 96,000.00
CONCORD NH 03301 2 03/13/98 00
63485541 05 05/01/98 0
63485541 O 04/01/13
0
1741904 491/491 F 94,000.00 ZZ
180 92,914.43 1
1900 OLD EMIGRANT ROAD 8.125 905.11 47
7.875 905.11 200,000.00
LOVELOCK NV 89419 5 01/02/98 00
63503492 03 03/01/98 0
63503492 O 02/01/13
0
1741905 549/549 F 110,000.00 ZZ
180 108,227.23 1
1558 SHADY OAK DRIVE 7.875 1,043.30 71
7.625 1,043.30 156,000.00
SPARKS NV 89434 2 01/13/98 00
63504278 05 03/01/98 0
63504278 O 02/01/13
0
1
1741912 429/429 F 67,500.00 ZZ
180 67,099.85 1
62 PINECREST TRAIL 7.750 635.37 75
7.500 635.37 91,000.00
WEST MILFORD NJ 07480 2 03/02/98 00
63819210 05 05/01/98 0
63819210 O 04/01/13
0
1741913 429/429 F 82,850.00 ZZ
180 81,860.93 1
612 BRITTANY DRIVE 7.875 785.80 75
7.625 785.80 111,000.00
WAYNE NJ 07470 1 03/05/98 00
63819481 01 05/01/98 0
63819481 O 04/01/13
0
1742097 638/G01 F 287,050.00 ZZ
180 286,134.49 1
2811 VIA POSADA 6.875 2,560.07 64
6.625 2,560.07 450,000.00
LA JOLLA CA 92037 2 04/03/98 00
0430798819 01 06/01/98 0
8723212 O 05/01/13
0
1742100 638/G01 F 245,000.00 ZZ
180 243,547.65 1
2307 BAGLEY AVENUE 7.750 2,306.13 38
7.500 2,306.13 646,000.00
LOS ANGELES CA 90034 2 03/11/98 00
0430798538 05 05/01/98 0
8708897 O 04/01/13
0
1742101 638/G02 F 18,905.00 ZZ
180 18,905.00 1
8455 SANDS POINT #40 8.250 183.41 95
8.000 183.41 19,900.00
HOUSTON TX 77036 1 05/01/98 10
0430795781 01 07/01/98 30
8734068 O 06/01/13
0
1742105 638/G01 F 412,000.00 ZZ
180 410,685.98 1
1
4239 CARRINGTON COURT 6.875 3,674.44 80
6.625 3,674.44 515,000.00
DOUGLASVILLE GA 30135 1 04/28/98 00
0430798835 03 06/01/98 0
8729369 O 05/01/13
0
1742129 450/G01 F 274,000.00 ZZ
180 274,000.00 1
5624 MIDDLE CHANNEL DR 6.875 2,443.68 59
6.625 2,443.68 465,000.00
CLAY TWP MI 48028 5 05/08/98 00
0430789610 05 07/01/98 0
4489761 O 06/01/13
0
1742137 638/G01 F 65,000.00 ZZ
180 64,797.15 1
55215 DARYLL ROAD 7.125 588.79 40
6.875 588.79 165,000.00
IDYLLWILD CA 92549 2 04/07/98 00
0430795518 05 06/01/98 0
8729774 O 05/01/13
0
1742190 638/G01 F 105,000.00 ZZ
180 104,665.11 1
18 DEER CREEK LANE 6.875 936.45 46
6.625 936.45 232,000.00
LAGUNA HILLS CA 92653 2 04/20/98 00
0430799817 03 06/01/98 0
8734958 O 05/01/13
0
1742195 638/G01 F 270,400.00 ZZ
180 269,583.36 1
1785 MARCY LYNN COURT 7.500 2,506.64 80
7.250 2,506.64 338,000.00
SAN JOSE CA 95124 5 04/20/98 00
0430797894 09 06/01/98 0
8734278 O 05/01/13
0
1742204 E22/G01 F 493,750.00 ZZ
180 493,750.00 1
9 NORTH RIDGE ROAD 7.250 4,507.26 75
7.000 4,507.26 665,000.00
DENVILLE NJ 07834 2 05/05/98 00
410824825 05 07/01/98 0
1
410824825 O 06/01/13
0
1742208 638/G02 F 50,850.00 ZZ
180 50,696.42 1
12633 MEMORIAL DRIVE #87 7.500 471.39 90
7.250 471.39 56,500.00
HOUSTON TX 77024 1 04/28/98 10
0430799155 01 06/01/98 12
8735998 O 05/01/13
0
1742307 E22/G01 F 43,500.00 ZZ
120 43,500.00 1
1305 WOODSTONE DR 7.750 522.05 32
7.500 522.05 136,000.00
ST CHARLES MO 63304 5 05/01/98 00
0410829741 05 07/01/98 0
410829741 O 06/01/08
0
1742364 B57/G01 F 341,250.00 ZZ
180 340,173.36 1
722 WEST OWEN COURT 7.000 3,067.26 80
6.750 3,067.26 426,565.00
ALTADENA CA 91001 1 04/30/98 00
0430791723 03 06/01/98 0
9830292 O 05/01/13
0
1742368 461/G01 F 344,000.00 ZZ
180 342,938.08 1
13031 ITAPETINGA LANE 7.250 3,140.25 79
7.000 3,140.25 440,000.00
CERRITOS CA 90703 2 04/21/98 00
0430804047 05 06/01/98 0
9022060503 O 05/01/13
0
1742370 461/G01 F 310,000.00 ZZ
180 309,021.96 1
29137 COVECREST DRIVE 7.000 2,786.37 46
6.750 2,786.37 682,000.00
RANCHO PALOS VE CA 90275 2 04/21/98 00
0430804096 05 06/01/98 0
9021997044 O 05/01/13
0
1
1742412 E84/G01 F 70,950.00 ZZ
180 70,740.38 1
2120 LOS RIOS BOULEVARD 7.750 667.84 53
7.500 667.84 135,990.00
PLANO TX 75074 1 04/15/98 00
0430793653 05 06/01/98 0
26980066 O 05/01/13
0
1742416 975/G01 F 200,000.00 ZZ
180 200,000.00 1
17226 MOUNT STEPHEN AVENUE 7.250 1,825.73 75
7.000 1,825.73 270,000.00
SANTA CLARITA A CA 91351 2 05/01/98 00
0430805960 05 07/01/98 0
981388 O 06/01/13
0
1742427 461/G01 F 346,000.00 ZZ
180 346,000.00 1
5300 BRENTWOOD PLACE 7.000 3,109.95 60
6.750 3,109.95 580,000.00
YORBA LINDA CA 92887 2 04/23/98 00
0430803940 05 07/01/98 0
9022063564 O 06/01/13
0
1742429 461/G01 F 283,000.00 ZZ
180 282,097.40 1
24 HILLRISE 6.875 2,523.95 65
6.625 2,523.95 440,000.00
DOVE CANYON CA 92679 5 04/24/98 00
0430803866 05 06/01/98 0
9022062582 O 05/01/13
0
1742431 461/G01 F 333,000.00 ZZ
180 331,960.77 1
316 SILVERLAKE COURT 7.125 3,016.42 60
6.875 3,016.42 555,000.00
MILPITAS CA 95035 1 04/17/98 00
0430804146 03 06/01/98 0
9022058341 O 05/01/13
0
1742433 461/G01 F 514,000.00 ZZ
180 512,395.90 1
107 LAUREN CIRCLE 7.125 4,655.98 73
6.875 4,655.98 705,000.00
1
SCOTTS VALLEY CA 95066 2 04/20/98 00
0430804187 03 06/01/98 0
9021574744 O 05/01/13
0
1742504 461/G01 F 282,000.00 ZZ
180 281,129.47 1
1031 SOUTH 8TH AVENUE 7.250 2,574.28 74
7.000 2,574.28 385,000.00
ARCADIA CA 91006 2 04/15/98 00
0430804070 05 06/01/98 0
9022058713 O 05/01/13
0
1742513 461/G01 F 550,000.00 ZZ
180 548,302.17 1
1825 LOMA VISTA DRIVE 7.250 5,020.75 63
7.000 5,020.75 875,000.00
BEVERLY HILLS CA 90210 2 04/16/98 00
0430804104 05 06/01/98 0
9022029110 O 05/01/13
0
1742657 J53/J53 F 349,000.00 ZZ
180 347,934.37 1
HWY 147 N AT HAMPHEREYS LANE 7.375 3,210.53 54
7.125 3,210.53 649,000.00
ZAVALLA TX 75980 1 04/17/98 00
090080480 05 06/01/98 0
090080480 O 05/01/13
0
1742770 E29/G01 F 384,000.00 ZZ
180 382,840.27 1
322 STIRRUP KEY BOULEVARD 7.500 3,559.73 68
7.250 3,559.73 570,000.00
MARATHON FL 33050 2 04/29/98 00
0430809913 05 06/01/98 0
9803304 O 05/01/13
0
1742815 168/168 F 289,000.00 ZZ
180 287,210.35 1
6117 CLEARWOOD ROAD 7.250 2,638.17 41
7.000 2,638.17 720,000.00
BETHESDA MD 20817 2 03/25/98 00
369545257 05 05/01/98 0
369545257 O 04/01/13
0
1
1742867 E62/G01 F 310,000.00 ZZ
180 309,032.55 1
957 WOOD SAGE COURT 7.125 2,808.08 79
6.875 2,808.08 395,000.00
CONYERS GA 30013 2 04/29/98 00
0430791863 05 06/01/98 0
00 O 05/01/13
0
1742985 480/G01 F 375,000.00 ZZ
180 373,816.89 1
5822 NORTH CAMINO DEL MAR 7.000 3,370.61 54
6.750 3,370.61 700,000.00
TUCSON AZ 85718 2 04/20/98 00
0430808873 05 06/01/98 0
2193241 O 05/01/13
0
1743179 E22/G01 F 140,000.00 ZZ
180 140,000.00 1
3757 OXLEY 7.625 1,307.78 75
7.375 1,307.78 188,000.00
TROY MI 48083 2 05/05/98 00
0410776298 05 07/01/98 0
410776298 O 06/01/13
0
1743191 E22/G01 F 69,300.00 ZZ
180 69,300.00 1
64 N.W. 19 STREET 7.250 632.61 74
7.000 632.61 94,000.00
HOMESTEAD FL 33030 2 05/05/98 00
0410816268 05 07/01/98 0
410816268 O 06/01/13
0
1743209 299/G01 F 422,100.00 ZZ
180 419,311.32 1
8301 SUMMERWOOD DRIVE 6.500 3,676.95 57
6.250 3,676.95 750,000.00
MCLEAN VA 22102 2 03/20/98 00
0430798934 05 05/01/98 0
809276 O 04/01/13
0
1743213 299/G01 F 272,000.00 T
180 270,269.20 1
1
2100 FOX DEN COURT 7.625 2,540.83 74
7.375 2,540.83 370,000.00
OXNARD CA 93030 2 03/17/98 00
0430797977 03 05/01/98 0
802714 O 04/01/13
0
1743260 299/G01 F 325,000.00 ZZ
180 322,495.81 1
5150 MOUNTAIN 7.375 2,989.75 73
7.125 2,989.75 450,000.00
BRIGHTON MI 48116 2 03/25/98 00
0430803247 05 05/01/98 0
8020020 O 04/01/13
0
1743273 299/G01 F 365,000.00 ZZ
180 363,897.65 1
34556 RAMBLE HILLS DR 7.500 3,383.60 72
7.250 3,383.60 510,000.00
FARMINGTON MI 48331 2 04/01/98 00
0430800201 05 06/01/98 0
6922 O 05/01/13
0
1743276 299/G01 F 286,000.00 ZZ
180 285,107.45 1
9712 SOUTH SANDUSKY AVENUE 7.125 2,590.68 72
6.875 2,590.68 401,000.00
TULSA OK 74137 2 04/01/98 00
0430797423 03 06/01/98 0
819991 O 05/01/13
0
1743278 299/G01 F 257,500.00 ZZ
180 255,816.93 1
1652 LARK LANE 6.625 2,260.83 74
6.375 2,260.83 350,000.00
CHERRY HILL NJ 08003 2 03/17/98 00
0430798983 05 05/01/98 0
806126 O 04/01/13
0
1743408 267/267 F 873,000.00 T
180 873,000.00 1
5754 DOLPHIN PLACE 6.875 7,785.89 61
6.625 7,785.89 1,450,000.00
LA JOLLA CA 92037 2 04/30/98 00
423304 05 07/01/98 0
1
423304 O 06/01/13
0
1743426 168/168 F 285,000.00 ZZ
180 284,120.22 1
2305 N VAN BUREN COURT 7.250 2,601.66 79
7.000 2,601.66 362,000.00
ARLINGTON VA 22205 2 04/27/98 00
239819489 09 06/01/98 0
239819489 O 05/01/13
0
1743464 A13/G01 F 265,000.00 ZZ
180 264,181.95 1
80306 QUAIL HOLLOW DRIVE 7.250 2,419.09 63
7.000 2,419.09 425,000.00
BUSH LA 70431 5 04/28/98 00
0430811257 05 06/01/98 0
981021108 O 05/01/13
0
1743471 B24/G01 F 135,200.00 ZZ
180 134,362.76 1
61 SEAVIEW AVENUE 7.250 1,234.19 80
13 7.000 1,234.19 169,000.00
STAMFORD CT 06902 1 03/30/98 00
0430813345 01 05/01/98 0
8718507 O 04/01/13
0
1743479 638/G01 F 97,000.00 ZZ
180 96,697.28 1
3995 DALLES AVENUE 7.125 878.66 67
6.875 878.66 145,000.00
SAN DIEGO CA 92117 2 04/20/98 00
0430798280 05 06/01/98 0
8728192 O 05/01/13
0
1743482 638/G01 F 440,000.00 ZZ
180 438,641.73 1
2943 ENGLISH PLACE 7.250 4,016.60 54
7.000 4,016.60 816,000.00
CHINO HILLS CA 91709 5 04/08/98 00
0430803478 05 06/01/98 0
8725805 O 05/01/13
0
1
1743625 H13/G01 F 255,000.00 ZZ
180 255,000.00 1
2750 DEVILS BACKBONE ROAD 7.125 2,309.87 79
6.875 2,309.87 325,000.00
CINCINNATI OH 45233 2 05/12/98 00
0430820134 05 07/01/98 0
10152554 O 06/01/13
0
1743645 962/G02 F 23,000.00 ZZ
180 23,000.00 1
1810 3RD ST N 7.875 218.15 35
7.625 218.15 66,000.00
FARGO ND 58102 1 05/27/98 00
0430834309 05 07/01/98 0
UNKNOWN O 06/01/13
0
1743677 601/G01 F 252,500.00 ZZ
180 251,694.68 1
5955 SHADOWBROOK DRIVE 6.875 2,251.93 58
6.625 2,251.93 437,500.00
BETTENDORF IA 52722 5 04/27/98 00
0430808923 05 06/01/98 0
1216168 O 05/01/13
0
1743700 356/G01 F 297,000.00 ZZ
180 297,000.00 1
44134 BOITANO DR 7.250 2,711.21 49
7.000 2,711.21 610,000.00
FREMONT CA 94539 2 04/24/98 00
0430805333 05 07/01/98 0
2519643 O 06/01/13
0
1743712 267/267 F 253,000.00 ZZ
180 253,000.00 1
19718 REDWING STREET 6.500 2,203.91 69
6.250 2,203.91 370,000.00
WOODLAND HILLS CA 91364 2 05/01/98 00
4232950 05 07/01/98 0
4232950 O 06/01/13
0
1743722 356/G01 F 345,000.00 ZZ
180 345,000.00 1
16 GOLF RD 7.250 3,149.38 67
7.000 3,149.38 520,000.00
1
PLEASANTON CA 94566 2 04/24/98 00
0430805291 05 07/01/98 0
2509727 O 06/01/13
0
1743727 356/G01 F 278,000.00 ZZ
180 278,000.00 1
5262 APENNINES CIRCLE 7.250 2,537.76 50
7.000 2,537.76 560,000.00
SAN JOSE CA 95138 2 04/23/98 00
0430805366 03 07/01/98 0
2512465 O 06/01/13
0
1743776 637/G01 F 100,000.00 ZZ
180 99,691.30 1
21984 CEDAR SPRINGS ROAD 7.250 912.87 55
7.000 912.87 185,000.00
TWAIN HARTE CA 95383 2 04/09/98 00
0430849489 05 06/01/98 0
10107191 O 05/01/13
0
1743777 637/G01 F 400,000.00 ZZ
180 398,765.21 1
3 CAMEO CREST 7.250 3,651.46 70
7.000 3,651.46 575,000.00
LAGUNA NIGUEL CA 92677 5 04/13/98 00
0430813212 03 06/01/98 0
8970154 O 05/01/13
0
1743786 637/G01 F 440,000.00 ZZ
180 438,641.73 1
14240 BARKSDALE COURT 7.250 4,016.60 47
7.000 4,016.60 950,000.00
SARATOGA CA 95070 5 04/03/98 00
0430809376 05 06/01/98 0
0011116217 O 05/01/13
0
1743787 637/G01 F 260,000.00 ZZ
180 258,286.47 1
4313 CHAUCER COURT 6.875 2,318.83 66
6.625 2,318.83 398,000.00
LIVERMORE CA 94550 2 03/02/98 00
0430805028 05 05/01/98 0
8952244 O 04/01/13
0
1
1743789 637/G01 F 375,000.00 ZZ
180 373,829.69 1
720 FELLOWSHIP ROAD 7.125 3,396.87 63
6.875 3,396.87 600,000.00
SANTA BARBARA CA 93109 5 04/13/98 00
0430841437 05 06/01/98 0
2799724 O 05/01/13
0
1743791 637/G01 F 338,300.00 ZZ
180 335,009.42 1
553 HIGH SIERRA DRIVE 6.750 2,993.65 76
6.500 2,993.65 450,000.00
EXETER CA 93221 2 02/24/98 00
0430805937 03 04/01/98 0
8961252 O 03/01/13
0
1743792 637/G01 F 238,000.00 ZZ
180 237,249.11 1
18290 MOON SONG COURT 7.000 2,139.22 68
6.750 2,139.22 350,000.00
SAN DIEGO CA 92127 2 04/13/98 00
0430808048 03 06/01/98 0
8778888 O 05/01/13
0
1743889 637/G01 F 400,000.00 ZZ
180 398,724.25 1
1335 SUNRISE COURT 6.875 3,567.42 56
6.625 3,567.42 715,000.00
LOS ALTOS CA 94024 5 04/10/98 00
0430811398 05 06/01/98 0
0010914109 O 05/01/13
0
1743894 637/G01 F 330,000.00 ZZ
180 328,947.51 1
19310 PORTOS COURT 6.875 2,943.12 40
6.625 2,943.12 825,000.00
SARATOGA CA 95070 2 04/02/98 00
0430828111 05 06/01/98 0
11117306 O 05/01/13
0
1743953 299/G01 F 332,000.00 ZZ
180 330,952.56 1
1
5711 WEST ORLANDO CIRCLE 7.000 2,984.11 80
6.750 2,984.11 415,000.00
BROKEN ARROW OK 74012 1 04/24/98 00
0430803510 03 06/01/98 0
975722 O 05/01/13
0
1743971 299/G01 F 232,000.00 ZZ
180 230,547.64 1
2732 E OVERLOOK ROAD 7.125 2,101.53 80
6.875 2,101.53 292,000.00
CLEVELAND HEIGH OH 44106 2 03/20/98 00
0430798603 05 05/01/98 0
758902 O 04/01/13
0
1743986 299/G01 F 307,000.00 ZZ
180 306,041.90 1
6903 W 130TH STREET 7.125 2,780.91 69
6.875 2,780.91 450,000.00
OVERLAND PARK KS 66209 2 03/31/98 00
0430798744 03 06/01/98 0
814597 O 05/01/13
0
1743994 299/G01 F 280,000.00 ZZ
180 279,116.61 1
1124 INVERNESS LANE 7.000 2,516.72 59
6.750 2,516.72 480,000.00
ITASCA IL 60143 2 04/06/98 00
0430802181 05 06/01/98 0
806356 O 05/01/13
0
1743999 B24/G01 F 300,000.00 ZZ
180 300,000.00 1
51 FOREST AVENUE 6.750 2,654.73 63
6.500 2,654.73 480,000.00
OLD GREENWICH G CT 06870 1 05/28/98 00
0430812867 01 07/01/98 0
64563 O 06/01/13
0
1744046 638/G01 F 1,000,000.00 ZZ
180 996,979.88 1
22100 RIM FIRE LANE 7.500 9,270.12 59
7.250 9,270.12 1,700,000.00
DIAMOND BAR CA 91765 1 04/27/98 00
0430806554 03 06/01/98 0
1
8736662 O 05/01/13
0
1744049 E45/G01 F 504,000.00 ZZ
180 502,375.06 1
4750 HILLSBOROUGH ROAD 6.750 4,459.94 68
6.500 4,459.94 750,000.00
GAINESVILLE GA 30506 2 04/28/98 00
0430808659 05 06/01/98 0
37049 O 05/01/13
0
1744073 480/G01 F 319,000.00 ZZ
180 318,015.26 1
2255 CHERRYVILLE CIRCLE 7.250 2,912.03 58
7.000 2,912.03 555,000.00
LITTLETON CO 80121 2 04/24/98 00
0430804922 05 06/01/98 0
2477545 O 05/01/13
0
1744075 E66/E66 F 260,000.00 ZZ
180 260,000.00 1
3608 LA COSTA WAY 7.125 2,355.16 89
6.875 2,355.16 295,000.00
RALEIGH NC 27610 1 05/07/98 10
600404182 03 07/01/98 25
600404182 O 06/01/13
0
1744113 638/G01 F 90,000.00 ZZ
180 90,000.00 1
9413 SILVER OAK ROAD 7.000 808.95 51
6.750 808.95 177,000.00
LA PLATA MD 20646 5 04/29/98 00
0430809624 05 07/01/98 0
3171955 O 06/01/13
0
1744116 638/G01 F 282,000.00 ZZ
180 281,100.60 1
1159 EL CAMINO HIGUERA 6.875 2,515.03 74
6.625 2,515.03 385,000.00
MILPITAS CA 95035 5 04/16/98 00
0430808055 05 06/01/98 0
8729983 O 05/01/13
0
1
1744124 638/G01 F 232,000.00 ZZ
180 231,252.01 1
505 SOUTH SUNNYHILL WAY 6.750 2,052.99 80
6.500 2,052.99 290,000.00
ANAHEIM CA 92808 2 04/15/98 00
0430808675 05 06/01/98 0
8733892 O 05/01/13
0
1744129 638/G01 F 450,000.00 ZZ
180 448,595.64 1
14 RUEL DRIVE 7.125 4,076.24 80
6.875 4,076.24 567,000.00
DOVER MA 02030 5 04/30/98 00
0430808220 05 06/01/98 0
8729379 O 05/01/13
0
1744133 638/G01 F 109,000.00 ZZ
180 108,663.52 1
357 GEORGETOWN DRIVE 7.250 995.02 54
7.000 995.02 202,000.00
WATERTOWN CT 06795 2 04/30/98 00
0430802686 05 06/01/98 0
8739805 O 05/01/13
0
1744251 E22/G01 F 25,000.00 ZZ
180 25,000.00 1
1505 SOUTH RIDGE ROAD 8.000 238.91 26
7.750 238.91 97,000.00
BAILEY CO 80421 5 05/07/98 00
0410778401 05 07/01/98 0
410778401 O 06/01/13
0
1744259 E22/G01 F 207,000.00 ZZ
180 207,000.00 1
160 GROSVENOR DRIVE 7.750 1,948.44 75
7.500 1,948.44 276,000.00
ROCHESTER HILLS MI 48307 2 05/08/98 00
0410842165 05 07/01/98 0
410842165 O 06/01/13
0
1744672 961/G01 F 345,000.00 ZZ
180 343,935.00 1
2769 CARLTON PLACE 7.250 3,149.38 69
7.000 3,149.38 500,000.00
1
ROWLAND HEIGHTS CA 91748 1 04/24/98 00
0430804872 03 06/01/98 0
09111218 O 05/01/13
0
1744683 B64/G01 F 270,000.00 ZZ
180 269,157.38 1
19 JOHATHAN CT 7.125 2,445.75 69
6.875 2,445.75 395,000.00
WARWICK NY 10990 5 04/15/98 00
0430803643 05 06/01/98 0
000000 O 05/01/13
0
1744780 450/G01 F 249,000.00 ZZ
180 249,000.00 1
2079 KINGSWAY DR 7.625 2,325.98 57
7.375 2,325.98 440,000.00
TROY MI 48078 2 05/04/98 00
0430805820 05 07/01/98 0
4499315 O 06/01/13
0
1744810 439/G01 F 373,000.00 ZZ
180 373,000.00 1
6662 KENTWOOD BLUFFS DR. 6.950 3,342.22 61
6.700 3,342.22 620,000.00
LOS ANGELES CA 90045 2 04/27/98 00
0430797191 05 07/01/98 0
019480466 O 06/01/13
0
1744850 E82/G01 F 350,000.00 ZZ
180 350,000.00 1
1434 SOUTHERN HILLS DRIVE 7.000 3,145.90 80
6.750 3,145.90 437,500.00
MANSFIELD TX 76063 2 05/11/98 00
0400113825 05 07/01/98 0
0400113825 O 06/01/13
0
1744857 956/G01 F 351,200.00 ZZ
180 350,115.86 1
1844 ESPRIT COURT 7.250 3,205.97 80
7.000 3,205.97 440,205.00
SAN JOSE CA 95131 1 04/15/98 00
0430822197 05 06/01/98 0
2712130 O 05/01/13
0
1
1744940 638/G01 F 160,000.00 ZZ
180 159,500.67 1
8310 TORRELL WAY 7.125 1,449.33 62
6.875 1,449.33 260,000.00
SAN DIEGO CA 92126 2 04/23/98 00
0430812354 05 06/01/98 0
8722142 O 05/01/13
0
1744945 195/G01 F 350,000.00 ZZ
180 350,000.00 1
191 SYRINGA LN 7.250 3,195.03 24
7.000 3,195.03 1,500,000.00
KETCHUM ID 83340 5 05/04/98 00
0430810267 03 07/01/98 0
57549 O 06/01/13
0
1744953 439/G01 F 390,000.00 ZZ
180 388,811.77 1
4576 THORNHAVEN WAY 7.400 3,593.23 75
7.150 3,593.23 525,000.00
SAN JOSE CA 95111 2 04/16/98 00
0430797621 05 06/01/98 0
6815708 O 05/01/13
0
1744980 E22/G01 F 456,000.00 ZZ
180 456,000.00 1
5905 ALLEPPO LANE 7.000 4,098.66 75
6.750 4,098.66 608,000.00
PALMDALE CA 93551 2 05/11/98 00
0410829386 03 07/01/98 0
410829386 O 06/01/13
0
1745013 E22/G01 F 200,000.00 ZZ
180 200,000.00 1
447 WEST PUTNAM AVENUE 7.625 1,868.26 59
7.375 1,868.26 342,000.00
GREENWICH CT 06830 5 05/06/98 00
0410828222 05 07/01/98 0
410828222 O 06/01/13
0
1745024 E22/G01 F 140,000.00 ZZ
180 140,000.00 1
1
485 GALSWORTHY STREET 6.625 1,229.19 67
6.375 1,229.19 209,000.00
THOUSAND OAKS CA 91360 2 05/08/98 00
0410847842 05 07/01/98 0
410847842 O 06/01/13
0
1745031 E22/G01 F 276,500.00 ZZ
180 276,500.00 1
47273 NORTH POINTE DRIVE 7.750 2,602.63 75
7.500 2,602.63 369,000.00
CANTON TOWNSHIP MI 48187 2 05/07/98 00
0410855712 05 07/01/98 0
410855712 O 06/01/13
0
1745075 E22/G01 F 207,000.00 ZZ
180 207,000.00 1
347 FALLING BROOK DRIVE 7.875 1,963.29 70
7.625 1,963.29 299,000.00
TROY MI 48098 1 05/15/98 00
0410867899 05 07/01/98 0
410867899 O 06/01/13
0
1745077 E22/G01 F 80,500.00 ZZ
180 80,500.00 1
1706 SUTTERS MILL DR. 7.500 746.24 73
7.250 746.24 110,500.00
CARROLLTON TX 75007 1 05/15/98 00
0410874671 05 07/01/98 0
410874671 O 06/01/13
0
1745149 A35/A35 F 900,000.00 ZZ
180 900,000.00 1
14 WALTER LANE 7.125 8,152.48 65
6.875 8,152.48 1,400,000.00
MANHASSET NY 11030 1 05/12/98 00
LP7919 05 07/01/98 0
LP7919 O 06/01/13
0
1745322 638/G01 F 294,000.00 ZZ
180 293,072.44 1
3421 SAN SABA DRIVE 7.000 2,642.56 73
6.750 2,642.56 405,000.00
SAN JOSE CA 95148 2 04/20/98 00
0430812891 05 06/01/98 0
1
8731649 O 05/01/13
0
1745379 638/G01 F 288,500.00 ZZ
180 288,500.00 1
649 MARSALA COURT 7.000 2,593.12 78
6.750 2,593.12 370,000.00
PLEASANTON CA 94566 2 04/29/98 00
0430813766 05 07/01/98 0
8736276 O 06/01/13
0
1745418 638/G01 F 319,500.00 ZZ
180 318,524.43 1
3588 TURNBERRY DRIVE 7.375 2,939.16 80
7.125 2,939.16 399,415.00
JAMUL CA 91935 1 04/16/98 00
0430812446 05 06/01/98 0
8735292 O 05/01/13
0
1745432 638/G01 F 90,000.00 ZZ
180 90,000.00 1
114 HOMESTEAD AVENUE 7.250 821.58 49
7.000 821.58 185,000.00
NORTH SMITHFIEL RI 02896 2 05/04/98 00
0430813477 05 07/01/98 0
8737519 O 06/01/13
0
1745434 638/G01 F 343,000.00 ZZ
180 341,952.68 1
10115 VIEWPOINT COURT 7.375 3,155.34 70
7.125 3,155.34 490,000.00
FAIRFAX VA 22039 2 04/22/98 00
0430812271 05 06/01/98 0
8737743 O 05/01/13
0
1745506 638/G01 F 292,000.00 ZZ
180 292,000.00 1
982 LAS ROSAS DRIVE 7.375 2,686.18 75
7.125 2,686.18 390,000.00
WEST COVINA CA 91791 2 05/01/98 00
0430809863 05 07/01/98 0
08729106 O 06/01/13
0
1
1745568 356/G01 F 237,300.00 ZZ
180 237,300.00 1
29101 STRATFORD RD 7.250 2,166.23 78
7.000 2,166.23 306,000.00
HAYWARD CA 94544 2 04/27/98 00
0430810788 05 07/01/98 0
2507721 O 06/01/13
0
1745666 B57/G01 F 450,000.00 ZZ
180 450,000.00 1
814 23RD STREET 6.875 4,013.35 47
6.625 4,013.35 975,000.00
SANTA MONICA CA 90403 2 05/06/98 00
0430811604 05 07/01/98 0
9820467 O 06/01/13
0
1746014 E54/G01 F 300,000.00 ZZ
180 300,000.00 1
5700 MIRAMAR LANE 7.125 2,717.49 34
6.875 2,717.49 900,000.00
COLLEYVILLE TX 76034 2 05/19/98 00
0430814608 03 07/01/98 0
277369 O 06/01/13
0
1746027 450/G01 F 344,000.00 ZZ
180 344,000.00 1
6410 FORESTSHIRE DRIVE 7.000 3,091.97 80
6.750 3,091.97 430,000.00
DALLAS TX 75230 1 05/01/98 00
0430814517 03 07/01/98 0
4326880 O 06/01/13
0
1746054 A83/G01 F 350,000.00 ZZ
180 347,832.60 1
1185 NORTH 850 EAST 7.250 3,195.02 80
7.000 3,195.02 439,000.00
PLEASANT GRAOVE UT 84062 2 03/27/98 00
0430815852 05 05/01/98 0
1010391 O 04/01/13
0
1746057 A83/G01 F 300,000.00 ZZ
180 297,920.62 1
124 DEVON DRIVE 7.375 2,759.77 79
7.125 2,759.77 382,000.00
1
CLEARWATER FL 33767 2 03/16/98 00
0430815902 05 05/01/98 0
5002670 O 04/01/13
0
1746068 E26/G01 F 375,000.00 ZZ
180 373,842.39 1
9225 CRANFORD DRIVE 7.250 3,423.24 75
7.000 3,423.24 500,000.00
POTOMAC MD 20854 2 04/27/98 00
0430807446 05 06/01/98 0
45800421 O 05/01/13
0
1746131 354/354 F 64,500.00 ZZ
180 62,776.97 1
111 NORTH WOOD ROAD 8.000 616.40 75
7.750 616.40 86,000.00
HENDERSON NC 27536 1 09/05/97 00
25485913 05 10/01/97 0
25485913 O 09/01/12
0
1746132 354/354 F 100,000.00 ZZ
180 99,697.98 1
4 ANGEL WING CT 7.500 927.02 64
7.250 927.02 158,000.00
TAYLORS SC 29687 1 04/08/98 00
25651613 03 06/01/98 0
25651613 O 05/01/13
0
1746146 354/354 F 78,500.00 ZZ
180 77,496.47 1
920 SOUTHWEST 21ST COURT 7.750 738.91 59
7.500 738.91 134,000.00
FORT LAUDERDALE FL 33315 5 02/23/98 00
25993734 05 04/01/98 0
25993734 O 03/01/13
0
1746158 354/354 F 69,000.00 ZZ
180 68,590.95 1
6874 SOUTHWEST 114TH PLACE 7.750 649.49 75
UNIT #A62 7.500 649.49 92,000.00
MIAMI FL 33173 1 03/24/98 00
26200386 01 05/01/98 0
26200386 O 04/01/13
0
1
1746159 354/354 F 108,500.00 ZZ
180 108,168.70 1
1170 HILLSBORO MILE 7.375 998.12 44
UNIT 305 7.125 998.12 250,000.00
POMPANO BEACH FL 33062 2 04/14/98 00
26266692 01 06/01/98 0
26266692 O 05/01/13
0
1746242 A83/G01 F 248,000.00 ZZ
180 244,207.95 1
664 N NORTHCLIFFE CIRCLE 7.500 2,298.99 78
7.250 2,298.99 318,000.00
SALT LAKE CITY UT 84103 2 12/12/97 00
0430815910 05 02/01/98 0
1005300 O 01/01/13
0
1746309 721/G01 F 375,850.00 ZZ
180 375,850.00 1
25W551 PICCADILLY ROAD 6.875 3,352.04 38
6.625 3,352.04 990,000.00
WHEATON IL 60187 5 05/07/98 00
0430807453 05 07/01/98 0
7810055931 O 06/01/13
0
1746444 A52/G01 F 80,000.00 ZZ
180 80,000.00 1
3787 PRINCETON COURT 7.375 735.94 53
7.125 735.94 151,000.00
GAINESVILLE GA 30501 1 05/15/98 00
0430817148 05 07/01/98 0
5984 O 06/01/13
0
1746522 637/G01 F 266,000.00 ZZ
180 265,187.79 1
5675 CHAMBERTIN DRIVE 7.375 2,447.00 51
7.125 2,447.00 525,000.00
SAN JOSE CA 95118 2 04/21/98 00
0430822676 05 06/01/98 0
11142148 O 05/01/13
0
1746525 637/G01 F 350,000.00 ZZ
180 350,000.00 1
1
6604 ROCKY CREST DRIVE 7.000 3,145.90 52
6.750 3,145.90 675,000.00
SAN JOSE CA 95120 5 05/01/98 00
0430823054 05 07/01/98 0
11142916 O 06/01/13
0
1746571 267/267 F 495,000.00 ZZ
180 495,000.00 1
1327 BRINKLEY AVENUE 6.875 4,414.68 57
6.625 4,414.68 880,000.00
LOS ANGELES CA 90049 2 04/30/98 00
4348434 05 07/01/98 0
4348434 O 06/01/13
0
1746610 637/G01 F 272,000.00 ZZ
180 272,000.00 1
814 WEAVER LANE 7.000 2,444.82 80
6.750 2,444.82 340,000.00
CONCORD CA 94518 2 05/04/98 00
0430826669 05 07/01/98 0
11143807 O 06/01/13
0
1746616 637/G01 F 300,000.00 ZZ
180 300,000.00 1
924 CHEYENNE DRIVE 7.500 2,781.04 69
7.250 2,781.04 435,000.00
WALNUT CREEK CA 94598 2 05/01/98 00
0430817544 05 07/01/98 0
11148228 O 06/01/13
0
1746624 637/G01 F 245,900.00 ZZ
180 245,157.35 1
3716 MARSALA WAY 7.500 2,279.53 77
7.250 2,279.53 320,000.00
MODESTO CA 95356 2 04/23/98 00
0430828566 05 06/01/98 0
11141298 O 05/01/13
0
1746631 637/G01 F 525,210.00 ZZ
180 523,588.69 1
8 SANTA LUCIA 7.250 4,794.45 64
7.000 4,794.45 822,500.00
ORINDA CA 94563 2 04/29/98 00
0430826875 05 06/01/98 0
1
11119155 O 05/01/13
0
1746647 944/G01 F 327,000.00 ZZ
180 327,000.00 1
10010 SCENIC BOULEVARD 7.125 2,962.07 66
6.875 2,962.07 500,000.00
CUPERTINO CA 95014 5 05/06/98 00
0430815480 01 07/01/98 0
15826 O 06/01/13
0
1746672 654/G01 F 168,750.00 ZZ
180 168,750.00 1
35208 VILLAGE 35 7.250 1,540.46 75
7.000 1,540.46 225,000.00
CAMARILLO CA 93012 1 05/13/98 00
0430806455 05 07/01/98 0
71001608 O 06/01/13
0
1746685 665/G01 F 306,000.00 ZZ
180 306,000.00 1
89 HUMBOLDT ROAD 7.000 2,750.41 72
6.750 2,750.41 425,000.00
SIMI VALLEY CA 93065 2 05/12/98 00
0430822643 05 07/01/98 0
9801221780 O 06/01/13
0
1747156 526/526 F 285,600.00 ZZ
180 281,041.83 1
2211 TIMBERWAY COURT 7.000 2,567.06 80
6.750 2,567.06 357,000.00
MAGNOLIA TX 77355 2 12/23/97 00
303202 03 02/01/98 0
303202 O 01/01/13
0
1747157 526/526 F 308,000.00 ZZ
180 305,067.77 1
1914 W. GRAY STREET UNIT #301 7.000 2,768.40 80
6.750 2,768.40 385,000.00
HOUSTON TX 77019 1 02/11/98 00
303789 01 04/01/98 0
303789 O 03/01/13
0
1
1747158 526/526 F 240,950.00 ZZ
180 239,474.04 1
1030 WINDSOR PARKWAY 7.375 2,216.56 65
7.125 2,216.56 375,000.00
ATLANTA GA 30319 2 03/19/98 00
303804 05 05/01/98 0
303804 O 04/01/13
0
1747161 526/526 F 746,000.00 ZZ
180 741,380.33 1
17 DUNNAM LANE 7.250 6,809.96 72
7.000 6,809.96 1,046,000.00
HOUSTON TX 77024 1 03/11/98 00
305618 05 05/01/98 0
305618 O 04/01/13
0
1747163 526/526 F 390,000.00 ZZ
180 386,326.91 1
150 ROUND HILL ROAD 7.125 3,532.75 46
6.875 3,532.75 855,000.00
TIBURON CA 94920 2 02/05/98 00
306831 05 04/01/98 0
306831 O 03/01/13
0
1747164 526/526 F 291,000.00 ZZ
180 288,317.96 1
17081 WESTPORT DRIVE 7.375 2,676.98 70
7.125 2,676.98 420,000.00
HUNTINGTON BEAC CA 92649 5 02/25/98 00
307060 05 04/01/98 0
307060 O 03/01/13
0
1747165 526/526 F 425,000.00 ZZ
180 421,040.29 1
3660 DOVE HOLLOU ROAF 7.250 3,879.67 49
7.000 3,879.67 870,000.00
ENCINITAS CA 92024 2 02/16/98 00
307141 05 04/01/98 0
307141 O 03/01/13
0
1747166 526/526 F 333,000.00 ZZ
180 330,960.17 1
9536 PALERMO WAY 7.375 3,063.35 79
7.125 3,063.35 425,000.00
1
CYPRESS CA 90630 2 03/06/98 00
307282 05 05/01/98 0
307282 O 04/01/13
0
1747168 526/526 F 500,000.00 ZZ
180 494,239.90 1
441 MINOCA ROAD 7.000 4,494.15 39
6.750 4,494.15 1,300,000.00
PORTOLA VALLEY CA 94028 2 02/20/98 00
307847 05 04/01/98 0
307847 O 03/01/13
0
1747169 526/526 F 306,000.00 ZZ
180 303,023.58 1
24200 EAST PEAK COURT 6.750 2,707.83 76
6.500 2,707.83 403,000.00
DIAMOND BAR CA 91765 2 02/23/98 00
308421 05 04/01/98 0
308421 O 03/01/13
0
1747170 526/526 F 319,500.00 ZZ
180 317,411.69 1
5680 SKYLARK PLACE 6.625 2,805.19 67
6.375 2,805.19 480,000.00
LA JOLLA CA 92037 2 03/16/98 00
308446 05 05/01/98 0
308446 O 04/01/13
0
1747171 526/526 F 890,000.00 ZZ
180 881,527.03 1
16195 GREENWOOD LANE 7.000 7,999.58 46
6.750 7,999.58 1,950,000.00
LOS GATOS CA 95030 2 02/20/98 00
308459 05 04/01/98 0
308459 O 03/01/13
0
1747172 526/526 F 432,500.00 ZZ
180 428,716.67 1
610 CANTERBURY ROAD 7.375 3,978.67 58
7.125 3,978.67 751,000.00
SAN MARINO CA 91108 2 03/05/98 00
308470 05 05/01/98 0
308470 O 04/01/13
0
1
1747173 526/526 F 600,000.00 ZZ
180 594,075.74 1
2545 BUTCH DRIVE 7.125 5,434.99 58
6.875 5,434.99 1,050,000.00
GILROY CA 95020 2 02/19/98 00
308487 05 04/01/98 0
308487 O 03/01/13
0
1747174 526/526 F 735,000.00 ZZ
180 728,002.67 1
17645 EL VUELO 7.000 6,606.39 49
6.750 6,606.39 1,500,000.00
RANCHO SANTA FE CA 92067 2 02/26/78 00
308575 05 04/01/98 0
308575 O 03/01/13
0
1747175 526/526 F 435,000.00 ZZ
180 421,486.78 1
3917 AVENIDA BRISA 7.500 4,032.50 55
7.250 4,032.50 800,000.00
RANCHO SANTA FE CA 92067 2 02/18/98 00
308609 05 04/01/98 0
308609 O 03/01/13
0
1747176 526/526 F 375,000.00 ZZ
180 372,752.52 1
8810 DETWILER ROAD 7.625 3,502.99 56
7.375 3,502.99 680,000.00
ESCONDIDO CA 92029 5 03/25/98 00
308807 05 05/01/98 0
308807 O 04/01/13
0
1747177 526/526 F 287,750.00 ZZ
180 284,086.75 1
3241 SEMINOLE CIRCLE 7.000 2,586.38 77
6.750 2,586.38 375,000.00
FAIRFIELD CA 94533 5 01/28/98 00
308891 03 03/01/98 0
308891 O 02/01/13
0
1747178 526/526 F 380,000.00 ZZ
180 376,459.56 1
1
2028 SOUTH SANTA ANITA AVENUE 7.250 3,468.88 65
7.000 3,468.88 587,000.00
ARCADIA CA 91006 1 02/16/98 00
308920 05 04/01/98 0
308920 O 03/01/13
0
1747179 526/526 F 557,000.00 ZZ
180 551,866.33 1
14113 DOUGLASS LANE 7.375 5,123.98 60
7.125 5,123.98 940,000.00
SARATOGA CA 95070 2 02/23/98 00
308933 05 04/01/98 0
308933 O 03/01/13
0
1747180 526/526 F 252,700.00 ZZ
180 250,242.03 1
14807 N.W. MCNAMEE 6.750 2,236.17 55
6.500 2,236.17 460,000.00
PORTLAND OR 97231 5 02/26/98 00
309149 05 04/01/98 0
309149 O 03/01/13
0
1747181 526/526 F 318,000.00 ZZ
180 314,939.86 1
9831 SOUTH OAKWOOD CIRCLE 6.875 2,836.10 71
6.625 2,836.10 450,000.00
VILLA PARK CA 92861 2 02/24/98 00
309181 05 04/01/98 0
309181 O 03/01/13
0
1747182 526/526 F 320,000.00 ZZ
180 316,887.40 2
935-937 CLAYTON STREET 6.750 2,831.72 57
6.500 2,831.72 570,000.00
SAN FRANCISCO CA 94117 2 02/09/98 00
309279 05 04/01/98 0
309279 O 03/01/13
0
1747183 526/526 F 245,800.00 ZZ
180 244,210.58 1
13649 SPRUCEWOOD DR 6.750 2,175.11 71
6.500 2,175.11 350,000.00
DALLAS TX 75240 2 04/01/98 00
309541 05 05/01/98 0
1
309541 O 04/01/13
0
1747184 526/526 F 348,200.00 ZZ
180 344,813.12 1
4612 DARTMOORE LANE 6.750 3,081.26 62
6.500 3,081.26 568,900.00
COLLEYVILLE TX 76034 2 02/12/98 00
309638 03 04/01/98 0
309638 O 03/01/13
0
1747185 526/526 F 273,750.00 ZZ
180 271,226.95 1
4739 WANDER LANE 7.375 2,518.29 75
7.125 2,518.29 365,000.00
SALT LAKE CITY UT 84117 5 02/09/98 00
309695 05 04/01/98 0
309695 O 03/01/13
0
1747187 526/526 F 329,000.00 ZZ
180 325,833.99 1
3706 VISTA DEL ARROYO DRIVE 6.875 2,934.21 80
6.625 2,934.21 415,000.00
SAN ANGELO TX 76904 2 02/27/98 00
309978 05 04/01/98 0
309978 O 03/01/13
0
1747189 526/526 F 240,600.00 ZZ
180 239,060.86 1
857 FAIRWAY VIEW DR 6.875 2,145.80 72
6.625 2,145.80 335,000.00
EUGENE OR 97401 5 03/05/98 00
310135 03 05/01/98 0
310135 O 04/01/13
0
1747190 526/526 F 335,000.00 ZZ
180 331,776.25 1
719 SOUTH HIDDEN CREEK CIRCLE 6.875 2,987.72 70
6.625 2,987.72 480,000.00
ANAHEIM CA 92808 2 02/10/98 00
310660 03 04/01/98 0
310660 O 03/01/13
0
1
1747191 526/526 F 510,000.00 ZZ
180 506,737.52 1
4504 FOXGLOVE DRIVE N.W. 6.875 4,548.46 71
6.625 4,548.46 725,000.00
GIG HARBOR WA 98332 2 03/03/98 00
310744 03 05/01/98 0
310744 O 04/01/13
0
1747193 526/526 F 337,000.00 ZZ
180 334,867.34 1
5345 BAYRIDGE ROAD 7.000 3,029.06 75
6.750 3,029.06 451,000.00
RANCHO PALOS VE CA 90275 2 03/17/98 00
311556 05 05/01/98 0
311556 O 04/01/13
0
1747194 526/526 F 374,900.00 ZZ
180 371,444.67 1
2114 EAST KALER DR 7.375 3,448.80 75
7.125 3,448.80 499,900.00
PHOENIX AZ 85020 1 02/13/98 00
311622 05 04/01/98 0
311622 O 03/01/13
0
1747195 526/526 F 362,000.00 ZZ
180 358,663.56 1
2912 EAST SHERRAN LANE 7.375 3,330.13 49
7.125 3,330.13 748,000.00
PHOENIX AZ 85016 2 02/17/98 00
312052 05 04/01/98 0
312052 O 03/01/13
0
1747196 526/526 F 472,500.00 ZZ
180 468,097.74 1
9985 N. 78TH PLACE 7.250 4,313.28 75
7.000 4,313.28 630,000.00
SCOTTSDALE AZ 85258 2 02/09/98 00
312805 05 04/01/98 0
312805 O 03/01/13
0
1747197 526/526 F 452,000.00 ZZ
180 447,698.30 1
740 & 740 1/2 AVALON COURT 7.000 4,062.71 80
6.750 4,062.71 565,000.00
1
SAN DIEGO CA 92109 1 02/25/98 00
313042 05 04/01/98 0
313042 O 03/01/13
0
1747198 526/526 F 290,000.00 ZZ
180 288,164.78 1
703 LAURELWOOD WAY 7.000 2,606.61 75
6.750 2,606.61 390,000.00
WALNUT CA 91789 2 03/09/98 00
313319 05 05/01/98 0
313319 O 04/01/13
0
1747199 526/526 F 240,000.00 ZZ
180 237,665.55 1
222 VANDERPOOL 6.750 2,123.79 80
6.500 2,123.79 300,000.00
HOUSTON TX 77024 1 02/27/98 00
313388 03 04/01/98 0
313388 O 03/01/13
0
1747200 526/526 F 320,000.00 ZZ
180 317,930.76 1
2916 ROSEDALE AVE 6.750 2,831.72 80
6.500 2,831.72 404,000.00
DALLAS TX 75205 2 03/23/98 00
313426 05 05/01/98 0
313426 O 04/01/13
0
1747201 526/526 F 372,500.00 ZZ
180 370,168.08 1
136 WHIPPLE DR (AKA WHIPPLE) 7.125 3,374.23 77
6.875 3,374.23 485,000.00
BELLAIRE TX 77401 2 03/06/98 00
313451 05 05/01/98 0
313451 O 04/01/13
0
1747202 526/526 F 840,000.00 ZZ
180 837,435.14 1
6360 NORTH 48TH ST 7.375 7,727.36 63
7.125 7,727.36 1,350,000.00
PARADISE VALLEY AZ 85253 2 04/15/98 00
313714 03 06/01/98 0
313714 O 05/01/13
0
1
1747203 526/526 F 400,000.00 T
180 397,495.93 1
5100 HIGH RIDGE ROAD 7.125 3,623.33 56
6.875 3,623.33 715,000.00
GEARHART OR 97138 1 03/16/98 00
313720 05 05/01/98 0
313720 O 04/01/13
0
1747205 526/526 F 264,000.00 T
180 261,593.06 1
2445 SIDEWINDER DRIVE 7.500 2,447.32 72
7.250 2,447.32 367,000.00
PARK CITY UT 84060 2 02/19/98 00
314154 05 04/01/98 0
314154 O 03/01/13
0
1747206 526/526 F 355,500.00 ZZ
180 353,322.35 1
3326 INDIAN MILLS LANE 7.375 3,270.33 79
7.125 3,270.33 450,000.00
JAMUL CA 91935 2 03/11/98 00
314356 05 05/01/98 0
314356 O 04/01/13
0
1747207 526/526 F 514,000.00 ZZ
180 510,851.45 1
820 NASH ROAD 7.375 4,728.41 61
7.125 4,728.41 850,000.00
LOS ALTOS CA 94024 2 03/13/98 00
314445 05 05/01/98 0
314445 O 04/01/13
0
1747208 526/526 F 255,000.00 ZZ
180 254,229.87 1
31582 LARGA VISTA RD 7.500 2,363.88 80
7.250 2,363.88 320,000.00
VALLEY CENTER CA 92082 2 04/08/98 00
314449 05 06/01/98 0
314449 O 05/01/13
0
1747209 526/526 F 256,000.00 ZZ
180 254,362.36 1
1
337 LOMA VISTA STREET 6.875 2,283.15 72
6.625 2,283.15 360,000.00
EL SEGUNDO CA 90245 2 03/19/98 00
315391 05 05/01/98 0
315391 O 04/01/13
0
1747210 526/526 F 299,200.00 ZZ
180 298,235.35 1
5654 PINE FOREST ROAD 6.750 2,647.65 76
6.500 2,647.65 395,000.00
HOUSTON TX 77056 2 04/21/98 00
315965 03 06/01/98 0
315965 O 05/01/13
0
1747211 526/526 F 600,000.00 ZZ
180 598,167.96 1
18549 DORAL WAY 7.375 5,519.54 70
7.125 5,519.54 858,000.00
TARZANA CA 91356 2 04/09/98 00
316421 05 06/01/98 0
316421 O 05/01/13
0
1747212 526/526 F 300,000.00 ZZ
180 298,017.99 1
2817 QUENBY AVENUE 6.500 2,613.33 71
6.250 2,613.33 425,000.00
HOUSTON TX 77005 2 03/25/98 00
316522 05 05/01/98 0
316522 O 04/01/13
0
1747213 526/526 F 417,500.00 ZZ
180 413,525.32 1
888 WILSON ROAD 7.000 3,752.61 80
6.750 3,752.61 522,000.00
ASHLAND OR 97520 5 04/23/98 00
316569 05 04/01/98 0
316569 O 03/01/13
0
1747214 526/526 F 247,100.00 ZZ
180 245,553.12 1
5732 LONGMONT LANE 7.125 2,238.31 68
6.875 2,238.31 364,000.00
HOUSTON TX 77057 2 03/12/98 00
316781 03 05/01/98 0
1
316781 O 04/01/13
0
1747215 526/526 F 320,150.00 ZZ
180 318,145.81 1
10115 MEMORIAL DRIVE 7.125 2,900.02 77
6.875 2,900.02 420,000.00
HOUSTON TX 77024 2 03/09/98 00
316904 03 05/01/98 0
316904 O 04/01/13
0
1747216 526/526 F 375,000.00 ZZ
180 372,626.88 1
1987 EAST FARM CIRCLE 7.000 3,370.61 63
6.750 3,370.61 600,000.00
SANDY UT 84093 2 03/11/98 00
317037 03 05/01/98 0
317037 O 04/01/13
0
1747217 526/526 F 523,500.00 ZZ
180 519,787.13 1
3001 HUTTON DRIVE 7.000 4,705.37 71
6.750 4,705.37 740,000.00
LOS ANGELES CA 90210 2 03/13/98 00
317153 05 05/01/98 0
317153 O 04/01/13
0
1747218 526/526 F 655,000.00 ZZ
180 650,943.87 1
2563 NICHOLS CANYON ROAD 7.250 5,979.25 75
7.000 5,979.25 880,000.00
LOS ANGELES CA 90046 2 03/25/98 00
317177 05 05/01/98 0
317177 O 04/01/13
0
1747219 526/526 F 430,000.00 ZZ
180 427,366.00 1
428 CASCADA WAY 7.375 3,955.67 62
7.125 3,955.67 700,000.00
LOS ANGELES CA 90049 2 03/24/98 00
317437 05 05/01/98 0
317437 O 04/01/13
0
1
1747220 526/526 F 346,000.00 ZZ
180 343,880.55 1
3834 SKY VIEW LANE 7.375 3,182.94 79
7.125 3,182.94 440,000.00
GLENDALE CA 91214 2 03/20/98 00
317772 05 05/01/98 0
317772 O 04/01/13
0
1747221 526/526 F 340,000.00 ZZ
180 337,871.54 1
1087 ANTELOPE PLACE 7.125 3,079.83 73
6.875 3,079.83 467,000.00
NEWBURY PARK CA 91320 2 03/18/98 00
318057 05 05/01/98 0
318057 O 04/01/13
0
1747222 526/526 F 325,000.00 ZZ
180 323,974.64 1
3915 SEA WIND PLACE 7.000 2,921.19 78
6.750 2,921.19 420,000.00
CALABASAS CA 91302 2 04/01/98 00
318235 05 06/01/98 0
318235 O 05/01/13
0
1747223 526/526 F 300,000.00 ZZ
180 298,142.02 1
1531 SOUTH WESTRIDGE ROAD 7.250 2,738.59 64
7.000 2,738.59 475,000.00
WEST COVINA CA 91791 1 03/10/98 00
318305 07 05/01/98 0
318305 O 04/01/13
0
1747224 526/526 F 349,000.00 ZZ
180 346,885.35 1
4626 BLACK PINE PLACE 7.500 3,235.28 64
7.250 3,235.28 550,000.00
SAN DIEGO CA 92130 2 03/19/98 00
318322 05 05/01/98 0
318322 O 04/01/13
0
1747225 526/526 F 249,350.00 ZZ
180 247,772.03 1
5555 DEL MONTE DRIVE UNIT#1801 7.000 2,241.23 75
6.750 2,241.23 332,500.00
1
HOUSTON TX 77056 1 03/16/98 00
318415 01 05/01/98 0
318415 O 04/01/13
0
1747226 526/526 F 492,000.00 ZZ
180 488,953.24 1
6436 AVENIDA CRESTA 7.250 4,491.29 55
7.000 4,491.29 900,000.00
SAN DIEGO CA 92037 2 03/03/98 00
318632 05 05/01/98 0
318632 O 04/01/13
0
1747227 526/526 F 247,000.00 ZZ
180 245,470.41 1
730 ESTRELLA AVENUE 7.250 2,254.78 78
7.000 2,254.78 320,000.00
ARCADIA CA 91007 2 03/17/98 00
318686 05 05/01/98 0
318686 O 04/01/13
0
1747228 526/526 F 285,000.00 ZZ
180 284,100.84 1
16495 S. GLENWOOD COURT 7.000 2,561.66 57
6.750 2,561.66 505,000.00
LAKE OSWEGO OR 97034 5 04/01/98 00
318731 05 06/01/98 0
318731 O 05/01/13
0
1747229 526/526 F 555,900.00 ZZ
180 551,526.55 1
13283 CAMINITO MENDIOLA 7.250 5,074.61 53
7.000 5,074.61 1,050,000.00
SAN DIEGO CA 92130 2 03/25/98 00
318769 03 05/01/98 0
318769 O 04/01/13
0
1747230 526/526 F 301,000.00 ZZ
180 299,156.21 1
756 AMIFORD DRIVE 7.375 2,768.97 49
7.125 2,768.97 625,000.00
SAN DIEGO CA 92107 2 03/30/98 00
318989 05 05/01/98 0
318989 O 04/01/13
0
1
1747232 526/526 F 650,000.00 ZZ
180 647,993.47 1
18201 EVERGREEN CIRCLE 7.250 5,933.61 60
7.000 5,933.61 1,100,000.00
VILLA PARK CA 92861 5 04/09/98 00
319086 05 06/01/98 0
319086 O 05/01/13
0
1747233 526/526 F 650,000.00 ZZ
180 643,952.12 1
4071 FIGARO CIRCLE 7.125 5,887.91 64
6.875 5,887.91 1,025,000.00
HUNTINGTON BEAC CA 92649 5 03/24/98 00
319237 05 05/01/98 0
319237 O 04/01/13
0
1747234 526/526 F 308,300.00 ZZ
180 307,358.64 1
839 GROTON COURT 7.375 2,836.12 61
7.125 2,836.12 510,000.00
SUNNYVALE CA 94087 2 04/22/98 00
319416 05 06/01/98 0
319416 O 05/01/13
0
1747235 526/526 F 520,000.00 ZZ
180 518,394.78 1
251 ARBOLADA DRIVE 7.250 4,746.89 58
7.000 4,746.89 900,000.00
ARCADIA CA 91006 2 04/07/98 00
319554 05 06/01/98 0
319554 O 05/01/13
0
1747236 526/526 F 269,000.00 ZZ
180 267,297.69 1
718 SUNSET COURT 7.000 2,417.85 72
6.750 2,417.85 375,000.00
SAN DIEGO CA 92109 2 03/23/98 00
319648 05 05/01/98 0
319648 O 04/01/13
0
1747237 526/526 F 230,000.00 ZZ
180 228,606.40 1
1
8067 EAST MERCER LN 7.500 2,132.13 61
7.250 2,132.13 380,000.00
SCOTTSDALE AZ 85260 2 03/30/98 00
319753 03 05/01/98 0
319753 O 04/01/13
0
1747238 526/526 F 263,250.00 ZZ
180 261,448.58 1
OLD NEW ULM RD 6.875 2,347.81 65
6.625 2,347.81 405,000.00
NEW ULM TX 78950 1 03/25/98 00
319950 05 05/01/98 0
319950 O 04/01/13
0
1747239 526/526 F 475,000.00 ZZ
180 472,058.52 1
1408 MANCHESTER ROAD 7.250 4,336.10 64
7.000 4,336.10 750,000.00
SAN DIMAS CA 91773 2 03/18/98 00
320000 05 05/01/98 0
320000 O 04/01/13
0
1747240 526/526 F 950,000.00 ZZ
180 946,970.09 1
549 PALISADES BEACH RD 6.875 8,472.62 48
6.625 8,472.62 2,000,000.00
SANTA MONICA CA 90402 2 04/03/98 00
320157 05 06/01/98 0
320157 O 05/01/13
0
1747242 526/526 F 263,500.00 ZZ
180 261,814.38 1
222 BLALOCK ROAD 6.875 2,350.04 49
6.625 2,350.04 545,000.00
HOUSTON TX 77024 2 03/30/98 00
320891 05 05/01/98 0
320891 O 04/01/13
0
1747243 526/526 F 571,000.00 ZZ
180 569,198.52 1
1416 MONTERO AVENUE 7.000 5,132.31 79
6.750 5,132.31 730,000.00
BURLINGAME CA 94010 2 04/10/98 00
321180 05 06/01/98 0
1
321180 O 05/01/13
0
1747244 526/526 F 363,200.00 ZZ
180 358,131.39 1
2302 EAST MARSHALL AVE 7.250 3,315.52 75
7.000 3,315.52 485,000.00
PHOENIX AZ 85016 2 03/23/98 00
321278 05 05/01/98 0
321278 O 04/01/13
0
1747245 526/526 F 353,000.00 ZZ
180 351,922.15 1
10341 NORTH BLANEY AVE 7.375 3,247.33 60
7.125 3,247.33 590,000.00
CUPERTINO CA 95014 2 04/08/98 00
321374 05 06/01/98 0
321374 O 05/01/13
0
1747246 526/526 F 310,000.00 ZZ
180 309,063.76 1
220 ALTA AVENUE 7.500 2,873.74 69
7.250 2,873.74 450,000.00
LAGUNITAS CA 94938 2 04/17/98 00
321377 05 06/01/98 0
321377 O 05/01/13
0
1747247 526/526 F 245,000.00 ZZ
180 244,227.04 1
1674 QUAIL AVENUE 7.000 2,202.13 57
6.750 2,202.13 437,000.00
SUNNYVALE CA 94087 2 04/07/98 00
321386 05 06/01/98 0
321386 O 05/01/13
0
1747248 526/526 F 950,000.00 ZZ
180 947,130.88 1
26879 MOODY ROAD 7.500 8,806.62 39
7.250 8,806.62 2,452,000.00
LOS ALTOS CA 94022 5 04/13/98 00
321462 05 06/01/98 0
321462 O 05/01/13
0
1
1747249 526/526 F 800,000.00 ZZ
180 797,530.43 1
26740 VIA LINDA ST 7.250 7,302.90 55
7.000 7,302.90 1,475,000.00
MALIBU CA 90265 2 04/03/98 00
321652 05 06/01/98 0
321652 O 05/01/13
0
1747250 526/526 F 289,000.00 ZZ
180 288,068.24 1
2007 PORT ROYAL DR 6.750 2,557.39 78
6.500 2,557.39 372,000.00
AUSTIN TX 78746 2 04/22/98 00
323024 05 06/01/98 0
323024 O 05/01/13
0
1747251 526/526 F 285,000.00 ZZ
180 284,101.50 1
905 CLARK ROAD 7.000 2,561.66 72
6.750 2,561.66 399,000.00
KALISPELL MT 59901 2 04/23/98 00
323103 05 06/01/98 0
323103 O 05/01/13
0
1747252 526/526 F 287,000.00 ZZ
180 286,114.04 1
1116 AMUR CREEK COURT 7.250 2,619.92 57
7.000 2,619.92 505,000.00
SAN JOSE CA 95120 2 04/17/98 00
323792 05 06/01/98 0
323792 O 05/01/13
0
1747253 526/526 F 288,800.00 ZZ
180 287,908.48 1
1046 BELDER DRIVE 7.250 2,636.35 61
7.000 2,636.35 480,000.00
SAN JOSE CA 95120 2 04/22/98 00
323939 05 06/01/98 0
323939 O 05/01/13
0
1747254 526/526 F 320,000.00 ZZ
180 319,001.34 1
15 PRESTON COURT 7.125 2,898.66 76
6.875 2,898.66 425,000.00
1
SUGAR LAND TX 77479 2 04/06/98 00
324246 03 06/01/98 0
324246 O 05/01/13
0
1747255 526/526 F 340,000.00 ZZ
180 338,950.44 1
1742 EAST COCO PALM CIRCLE 7.250 3,103.73 84
7.000 3,103.73 405,000.00
GILBERT AZ 85234 2 04/25/98 12
325239 03 06/01/98 12
325239 O 05/01/13
0
1747256 526/526 F 350,000.00 ZZ
180 348,883.72 1
47928 AVALON HEIGHTS TERRACE 6.875 3,121.49 47
6.625 3,121.49 755,000.00
FREMONT CA 94539 1 04/10/98 00
9187677 03 06/01/98 0
9187677 O 05/01/13
0
1747257 526/526 F 640,000.00 ZZ
180 629,361.34 1
2725 EAST OCEAN BLVD 7.250 5,842.33 74
7.000 5,842.33 875,000.00
LONG BEACH CA 90803 2 12/23/97 00
9188083 05 02/01/98 0
9188083 O 01/01/13
0
1747258 526/526 F 310,000.00 ZZ
180 305,968.26 1
7017 HARTCREST DRIVE 6.750 2,743.22 69
6.500 2,743.22 450,000.00
RANCHO PALOS VE CA 90274 2 01/14/98 00
9188855 05 03/01/98 0
9188855 O 02/01/13
0
1747260 526/526 F 310,000.00 ZZ
180 305,405.09 1
11110 NW MONTREUX LANE 7.000 2,786.37 65
6.750 2,786.37 480,000.00
PORTLAND OR 97229 2 01/08/98 00
9189386 05 03/01/98 0
9189386 O 02/01/13
0
1
1747261 526/526 F 975,000.00 ZZ
180 963,110.60 1
16641 HARDWOOD ROAD 7.500 9,038.38 73
7.250 9,038.38 1,350,000.00
LOS GATOS CA 95030 2 01/23/98 00
9189502 05 03/01/98 0
9189502 O 02/01/13
0
1747262 526/526 F 599,999.00 ZZ
180 592,112.12 1
1131 EAGLE NEST COURT 6.625 5,267.96 39
6.375 5,267.96 1,545,000.00
DANVILLE CA 94506 2 01/14/98 00
9190161 03 03/01/98 0
9190161 O 02/01/13
0
1747263 526/526 F 300,000.00 ZZ
180 297,204.91 1
11749 THUNDERBIRD AVE 7.250 2,738.59 75
7.000 2,738.59 400,000.00
NORTHRIDGE CA 91326 2 02/11/98 00
9190179 05 04/01/98 0
9190179 O 03/01/13
0
1747264 526/526 F 388,000.00 T
180 383,217.23 1
4408 LONG CHAMP DRIVE 7.375 3,569.31 80
7.125 3,569.31 485,000.00
AUSTIN TX 78746 1 01/05/98 00
9190288 01 03/01/98 0
9190288 O 02/01/13
0
1747265 526/526 F 959,000.00 ZZ
180 947,431.67 1
2 WEST CLAY PARK 7.625 8,958.31 47
7.375 8,958.31 2,050,000.00
SAN FRANCISCO CA 94121 2 01/08/98 00
9190462 05 03/01/98 0
9190462 O 02/01/13
0
1747266 526/526 F 282,000.00 ZZ
180 278,253.58 1
1
1100 TROON ROAD 6.500 2,456.53 68
6.250 2,456.53 415,500.00
LAKE OSWEGO OR 97034 5 01/06/98 00
9190697 05 03/01/98 0
9190697 O 02/01/13
0
1747267 526/526 F 339,500.00 ZZ
180 335,315.10 1
1033 ADELLA AVENUE 7.375 3,123.14 48
7.125 3,123.14 720,000.00
CORONADO CA 92118 2 01/09/98 00
9190839 05 03/01/98 0
9190839 O 02/01/13
0
1747268 526/526 F 480,000.00 ZZ
180 475,380.91 1
1180 HERMOSA WAY 6.875 4,280.91 61
6.625 4,280.91 790,000.00
MENLO PARK CA 94025 5 02/17/98 00
9191200 05 04/01/98 0
9191200 O 03/01/13
0
1747269 526/526 F 400,000.00 T
180 396,431.72 1
13275 MT HAMILTON ROAD 7.750 3,765.11 50
7.500 3,765.11 800,000.00
SAN JOSE CA 95140 5 02/06/98 00
9191995 05 04/01/98 0
9191995 O 03/01/13
0
1747271 526/526 F 332,000.00 ZZ
180 327,727.96 1
4908 LINDEN 6.875 2,960.96 80
6.625 2,960.96 415,000.00
BELLAIRE TX 77401 2 01/30/98 00
9192042 03 03/01/98 0
9192042 O 02/01/13
0
1747272 526/526 F 330,000.00 ZZ
180 326,958.50 1
3205 ADELANTO LANE 7.375 3,035.75 74
7.125 3,035.75 450,000.00
SAN JOSE CA 95135 2 02/18/98 00
9192083 05 04/01/98 0
1
9192083 O 03/01/13
0
1747275 526/526 F 568,000.00 ZZ
180 562,650.48 1
32 GRAVATT DRIVE 7.125 5,145.13 64
6.875 5,145.13 895,000.00
OAKLAND CA 94705 2 02/24/98 00
9192120 05 04/01/98 0
9192120 O 03/01/13
0
1747276 526/526 F 311,000.00 ZZ
180 308,102.41 1
113 MOJONERA COURT 7.250 2,839.01 68
7.000 2,839.01 460,000.00
LOS GATOS CA 95030 2 02/12/98 00
9192153 05 04/01/98 0
9192153 O 03/01/13
0
1747297 B57/G01 F 285,000.00 ZZ
180 285,000.00 1
3171 EAST CALIFORNIA BOULEVARD 7.000 2,561.67 56
6.750 2,561.67 510,000.00
PASADENA CA 91107 2 05/11/98 00
0430811984 05 07/01/98 0
9820493 O 06/01/13
0
1747307 E22/G01 F 50,000.00 ZZ
180 50,000.00 1
7965 NORMANDY STREET 7.625 467.06 50
7.375 467.06 100,000.00
MIRAMAR FL 33023 5 05/15/98 00
0410864219 05 07/01/98 0
410864219 O 06/01/13
0
1747320 069/G01 F 588,700.00 ZZ
180 586,862.78 1
7450 HUMMINGBIRD CIRCLE 7.125 5,332.63 75
6.875 5,332.63 785,000.00
ANAHEIM HILLS CA 92808 5 04/09/98 00
0430813584 03 06/01/98 0
2112237691 O 05/01/13
0
1
1747326 975/G01 F 432,000.00 ZZ
180 432,000.00 1
1990 STARVALE ROAD 7.375 3,974.07 56
7.125 3,974.07 780,000.00
GLENDALE CA 91207 2 05/07/98 00
0430819714 05 07/01/98 0
981423 O 06/01/13
0
1747345 K13/G01 F 252,000.00 ZZ
180 252,000.00 1
20394 EAST CRESTLINE DRIVE 7.250 2,300.42 80
7.000 2,300.42 315,000.00
WALNUT CA 91789 1 05/13/98 00
0430825638 03 07/01/98 0
39804318 O 06/01/13
0
1747381 180/G01 F 396,000.00 ZZ
180 394,764.16 1
1150 CANDLELIGHT WAY 7.125 3,587.09 80
6.875 3,587.09 495,000.00
CUPERTINO CA 95014 1 04/27/98 00
0430818161 05 06/01/98 0
12633095 O 05/01/13
0
1747403 G32/G01 F 80,000.00 ZZ
180 80,000.00 1
8141 N WASHINGTON 7.500 741.61 35
7.250 741.61 234,000.00
NILES IL 60714 1 05/04/98 00
0430807834 05 07/01/98 0
1003386 O 06/01/13
0
1747503 765/G01 F 99,000.00 T
180 99,000.00 1
9916 WHITAKER AVENUE 7.625 924.79 60
7.375 924.79 165,000.00
SEPULVEDA AREA CA 91343 1 05/01/98 00
0430815365 05 07/01/98 0
333309 O 06/01/13
0
1747509 638/G01 F 355,300.00 ZZ
180 355,300.00 1
532 PIMA CANYON COURT 7.125 3,218.42 90
6.875 3,218.42 394,805.00
1
LAS VEGAS NV 89134 1 05/14/98 10
0430817833 03 07/01/98 12
8704098 O 06/01/13
0
1747516 638/G01 F 286,000.00 ZZ
180 286,000.00 1
202 MAIN SAIL DRIVE 7.375 2,630.98 59
7.125 2,630.98 486,000.00
GRAYSLAKE IL 60030 2 05/07/98 00
0430817577 05 07/01/98 0
8733944 O 06/01/13
0
1747524 638/G01 F 288,000.00 ZZ
180 288,000.00 1
3513 WEST 36TH LOOP 7.000 2,588.63 80
6.750 2,588.63 360,000.00
KENNEWICK WA 99337 2 05/06/98 00
0430817486 03 07/01/98 0
8738570 O 06/01/13
0
1747527 638/G01 F 332,000.00 ZZ
180 332,000.00 1
537 ARROWHEAD TRAIL 7.250 3,030.70 80
7.000 3,030.70 415,000.00
SPRING TOWNSHIP PA 19608 5 05/13/98 00
0430817247 05 07/01/98 0
8739392 O 06/01/13
0
1747532 638/G01 F 100,000.00 ZZ
180 100,000.00 1
6920 SW TIERRA DEL MAR DRIVE 7.250 912.86 46
7.000 912.86 222,000.00
BEAVERTON OR 97007 1 05/15/98 00
0430817197 05 07/01/98 0
8747139 O 06/01/13
0
1747564 638/G01 F 68,000.00 ZZ
180 68,000.00 1
ROUTE #37 7.625 635.21 78
7.375 635.21 88,000.00
EAST WATERFORD ME 04088 2 05/06/98 00
0430817510 05 07/01/98 0
8737322 O 06/01/13
0
1
1747641 686/686 F 160,500.00 ZZ
180 159,999.11 1
28-09 154TH STREET 7.125 1,453.86 58
6.875 1,453.86 280,000.00
FLUSHING NY 11354 2 04/08/98 00
818512865 05 06/01/98 0
818512865 O 05/01/13
0
1747644 267/267 F 350,000.00 ZZ
180 350,000.00 1
255 RIDGEWAY ROAD 6.875 3,121.50 37
6.625 3,121.50 968,500.00
WOODSIDE CA 94062 5 05/06/98 00
4236970 05 07/01/98 0
4236970 O 06/01/13
0
1747645 686/686 F 151,000.00 ZZ
180 150,543.96 1
91 HIGHLAND STREET 7.500 1,399.79 55
7.250 1,399.79 275,000.00
MILFORD MA 01751 2 04/07/98 00
818683062 05 06/01/98 0
818683062 O 05/01/13
0
1747648 686/686 F 145,000.00 ZZ
180 144,547.48 1
41 PARKVIEW ROAD 7.125 1,313.46 64
6.875 1,313.46 230,000.00
WALTHAM MA 02154 2 04/07/98 00
818683641 05 06/01/98 0
818683641 O 05/01/13
0
1747649 686/686 F 150,000.00 ZZ
180 149,516.38 1
21 MAURIELLO DRIVE 6.750 1,327.37 44
6.500 1,327.37 347,750.00
STONEHAM MA 02180 1 04/15/98 00
818744310 05 06/01/98 0
818744310 O 05/01/13
0
1747651 686/686 F 368,500.00 T
180 367,411.29 1
1
41 HIRAM POND RD 7.750 3,468.61 65
7.500 3,468.61 575,000.00
DENNIS MA 02660 2 04/24/98 00
818789497 05 06/01/98 0
818789497 O 05/01/13
0
1747654 686/686 F 145,000.00 ZZ
180 145,000.00 1
17 ORCHARD TERRACE 7.375 1,333.89 61
7.125 1,333.89 240,000.00
CLARK NJ 07066 2 05/08/98 00
818805012 05 07/01/98 0
818805012 O 06/01/13
0
1747655 686/686 F 54,000.00 ZZ
180 53,831.48 1
20 ATWATER STREET 7.125 489.15 54
6.875 489.15 100,000.00
EAST HAVEN CT 06512 2 04/07/98 00
818808826 05 06/01/98 0
818808826 O 05/01/13
0
1747657 686/686 F 150,000.00 ZZ
180 149,536.95 1
10975 MATTHEWS DRIVE 7.250 1,369.30 45
7.000 1,369.30 335,990.00
TUSTIN CA 92782 1 04/20/98 00
818811838 03 06/01/98 0
818811838 O 05/01/13
0
1747659 686/686 F 450,000.00 ZZ
180 447,303.03 1
12210 LAKE POTOMAC TERRACE 7.625 4,203.59 55
7.375 4,203.59 825,000.00
POTOMAC MD 20854 2 04/03/98 00
818833956 05 05/01/98 0
818833956 O 04/01/13
0
1747660 686/686 F 95,000.00 ZZ
180 94,703.52 1
11 DILLON ROAD 7.125 860.54 32
6.875 860.54 301,000.00
WOODBRIDGE CT 06525 2 04/20/98 00
818834004 05 06/01/98 0
1
818834004 O 05/01/13
0
1747661 686/686 F 50,000.00 ZZ
180 50,000.00 1
78 MEADOWOOD ROAD 7.750 470.64 65
7.500 470.64 77,000.00
MANSFIELD CT 06286 1 05/04/98 00
818839896 05 07/01/98 0
818839896 O 06/01/13
0
1747662 686/686 F 300,000.00 ZZ
180 299,063.75 1
2060 QUEENS LANE 7.125 2,717.50 59
6.875 2,717.50 515,000.00
SAN MATEO CA 94402 2 04/27/98 00
818854812 05 06/01/98 0
818854812 O 05/01/13
0
1747663 686/686 F 96,000.00 ZZ
180 95,710.06 1
38714 SUMPTER 7.500 889.94 60
7.250 889.94 160,000.00
STERLING HEIGHT MI 48310 2 04/23/98 00
818878019 05 06/01/98 0
818878019 O 05/01/13
0
1747665 686/686 F 252,000.00 ZZ
180 252,000.00 1
16547 ORCHARD BEND RD 7.000 2,265.05 64
6.750 2,265.05 395,000.00
POWAY CA 92064 2 05/19/98 00
818970360 05 07/01/98 0
818970360 O 06/01/13
0
1747680 E22/G01 F 124,800.00 ZZ
180 124,800.00 1
1444 HARBOUR SIDE DRIVE 7.375 1,148.06 65
7.125 1,148.06 192,000.00
FORT LAUDERDALE FL 33326 5 05/05/98 00
0410837579 03 07/01/98 0
410837579 O 06/01/13
0
1
1747795 077/077 F 288,000.00 ZZ
180 287,091.37 1
51346 NORTHHILL COURT 7.000 2,588.63 80
6.750 2,588.63 364,000.00
GRANGER IN 46530 2 04/22/98 00
432469 05 06/01/98 0
432469 O 05/01/13
0
1748166 E22/G01 F 135,000.00 ZZ
180 135,000.00 1
4066 KIMBERLY DRIVE 7.750 1,270.72 73
7.500 1,270.72 186,000.00
CANTON MI 48188 2 05/08/98 00
0410809883 05 07/01/98 0
410809883 O 06/01/13
0
1748180 943/943 F 535,000.00 ZZ
180 531,951.33 1
2 DOREY WAY 7.250 4,883.82 75
7.000 4,883.82 720,000.00
MONTEREY CA 93940 2 04/03/98 00
8080079145 05 06/01/98 0
8080079145 O 05/01/13
0
1748191 943/943 F 498,000.00 ZZ
180 498,000.00 1
27641 CHAPALA 7.375 4,581.22 48
7.125 4,581.22 1,050,000.00
MISSION VIEJO CA 92692 2 05/06/98 00
8111139261 03 07/01/98 0
8111139261 O 06/01/13
0
1748193 943/943 F 273,800.00 ZZ
180 273,800.00 1
28 MILL RD EXT 7.000 2,461.00 64
6.750 2,461.00 430,000.00
WOODCLIFF LAKE NJ 07675 2 04/28/98 00
8111140507 05 07/01/98 0
8111140507 O 06/01/13
0
1748195 943/943 F 460,000.00 ZZ
180 458,548.71 1
111 WARD LN 7.000 4,134.62 63
6.750 4,134.62 740,000.00
1
NEW CANAAN CT 06840 2 04/22/98 00
8111140462 05 06/01/98 0
8111140462 O 05/01/13
0
1748199 664/G01 F 190,000.00 ZZ
180 190,000.00 1
7019 EDGEWILD DRIVE 7.875 1,802.06 74
7.625 1,802.06 260,000.00
RIVERSIDE CA 92506 2 05/01/98 00
0430820654 05 07/01/98 0
2567519 O 06/01/13
0
1748201 943/943 F 300,000.00 ZZ
180 300,000.00 1
110 CUMBERLAND PLACE 7.125 2,717.50 75
6.875 2,717.50 400,000.00
BRYN MAWR PA 19010 5 05/06/98 00
8111140904 05 07/01/98 0
8111140904 O 06/01/13
0
1748202 943/943 F 267,000.00 ZZ
180 267,000.00 1
26281 CANNES CIRCLE 7.250 2,437.35 77
7.000 2,437.35 350,000.00
MISSION VIEJO CA 92692 2 05/05/98 00
8111142871 05 07/01/98 0
8111142871 O 06/01/13
0
1748207 943/943 F 318,750.00 ZZ
180 317,444.62 1
512 BRAEMER AVENUE 6.875 2,842.79 75
6.625 2,842.79 425,000.00
NAPERVILLE IL 60563 5 03/28/98 00
8505500430 05 06/01/98 0
8505500430 O 05/01/13
0
1748210 943/943 F 360,000.00 ZZ
180 360,000.00 1
10375 MORETTI DRIVE 7.000 3,235.79 57
6.750 3,235.79 638,500.00
CUPERTINO CA 95014 2 04/30/98 00
8529900471 05 07/01/98 0
8529900471 O 06/01/13
0
1
1748218 560/560 F 198,000.00 ZZ
180 194,432.95 1
13747 STAIMFORD DRIVE 7.750 1,863.73 94
7.500 1,863.73 212,000.00
WELLINGTON FL 33414 2 11/21/97 04
450953559 05 01/01/98 30
450953559 O 12/01/12
0
1748219 560/560 F 380,000.00 ZZ
180 378,774.84 1
1100 MEYER ROAD 6.750 3,362.66 80
6.500 3,362.66 475,000.00
SEALY TX 77474 1 04/08/98 00
489115907 05 06/01/98 0
489115907 O 05/01/13
0
1748220 560/560 F 330,000.00 ZZ
180 324,899.55 1
1835 S KEENE RD 7.375 3,035.75 75
7.125 3,035.75 440,000.00
CLEARWATER FL 34616 5 12/22/97 00
489451609 05 02/01/98 0
489451609 O 01/01/13
0
1748222 560/560 F 292,500.00 ZZ
180 290,727.69 1
40 FOX HILL ROAD 7.500 2,711.52 75
7.250 2,711.52 390,000.00
NEWTON MA 02159 5 03/27/98 00
489764407 05 05/01/98 0
489764407 O 04/01/13
0
1748223 560/560 F 439,900.00 ZZ
120 437,393.25 1
429 VIRGINIA AVE 7.250 5,164.48 55
7.000 5,164.48 800,000.00
SAN MATEO CA 94402 5 04/30/98 00
490055001 05 06/01/98 0
490055001 O 05/01/08
0
1748224 560/560 F 767,588.00 ZZ
180 757,920.29 1
1
1420 NORTH EBENEZER RD. 7.125 6,953.06 67
6.875 6,953.06 1,160,000.00
FLORENCE SC 29501 2 02/06/98 00
490722105 05 03/01/98 0
490722105 O 02/01/13
0
1748226 560/560 F 307,500.00 ZZ
180 306,519.26 1
2034 MELODY LANE 6.875 2,742.46 73
6.625 2,742.46 425,000.00
NORTH PALM BEAC FL 33408 2 04/20/98 00
491115606 05 06/01/98 0
491115606 O 05/01/13
0
1748227 560/560 F 342,500.00 ZZ
180 340,285.27 1
2 CAVALIER 6.750 3,030.82 66
6.500 3,030.82 520,000.00
LAGUNA NIGUEL CA 92677 2 03/27/98 00
491217006 01 05/01/98 0
491217006 O 04/01/13
0
1748228 560/560 F 300,448.00 ZZ
180 299,520.53 1
22 PILLON REAL 7.250 2,742.68 67
7.000 2,742.68 451,000.00
PLEASANT HILL CA 94523 5 04/28/98 00
491217204 05 06/01/98 0
491217204 O 05/01/13
0
1748229 560/560 F 260,825.00 ZZ
180 260,019.84 1
781 W OAKCREST AVE 7.250 2,380.98 87
7.000 2,380.98 300,000.00
BREA CA 92821 2 04/24/98 21
491487807 05 06/01/98 25
491487807 O 05/01/13
0
1748230 560/560 F 280,000.00 ZZ
180 277,446.46 1
440 HIGH DRIVE 7.500 2,595.64 80
7.250 2,595.64 350,000.00
LAGUNA BEACH CA 92651 1 02/25/98 00
491756300 05 04/01/98 0
1
491756300 O 03/01/13
0
1748231 560/560 F 273,200.00 ZZ
180 271,382.05 1
70922 FAIRWAY DRIVE 7.000 2,455.60 63
6.750 2,455.60 440,000.00
RANCHO MIRAGE CA 92270 2 03/23/98 00
491861209 05 05/01/98 0
491861209 O 04/01/13
0
1748232 560/560 F 290,000.00 ZZ
180 235,213.44 1
21 CHATAEUX DU LAC 6 7.125 2,626.92 60
6.875 2,626.92 490,000.00
FENTON MI 48430 2 04/01/98 00
491891909 01 06/01/98 0
491891909 O 05/01/13
0
1748233 560/560 F 300,000.00 ZZ
180 300,000.00 1
267 EUREKA STREET 6.750 2,654.73 50
6.500 2,654.73 600,000.00
SAN FRANCISCO CA 94114 5 05/01/98 00
491906400 07 07/01/98 0
491906400 O 06/01/13
0
1748234 560/560 F 258,000.00 ZZ
180 258,000.00 1
74 HAMPSHIRE ROAD 6.625 2,265.23 63
6.375 2,265.23 415,000.00
UPPER SADDLE RI NJ 07458 2 05/05/98 00
491936308 05 07/01/98 0
491936308 O 06/01/13
0
1748236 560/560 F 450,000.00 ZZ
180 447,152.26 1
19164 GUNTHER COURT 7.000 4,044.73 60
6.750 4,044.73 750,000.00
SARATOGA CA 95070 5 03/18/98 00
492096409 05 05/01/98 0
492096409 O 04/01/13
0
1
1748237 560/560 F 126,800.00 ZZ
180 126,023.26 1
3217 OAK MEADOW DRIVE 7.375 1,166.47 80
7.125 1,166.47 158,500.00
FLOWER MOUND TX 75028 1 03/13/98 00
492105903 03 05/01/98 0
492105903 O 04/01/13
0
1748238 560/560 F 250,000.00 ZZ
180 249,228.26 1
10361 NW 62 DRIVE 7.250 2,282.16 79
7.000 2,282.16 320,000.00
PARKLAND FL 33076 1 04/30/98 00
492128707 03 06/01/98 0
492128707 O 05/01/13
0
1748239 560/560 F 612,400.00 ZZ
180 608,524.53 1
2025 TOURAINE DRIVE 7.000 5,504.43 59
6.750 5,504.43 1,050,000.00
ROCHESTER MI 48306 2 03/26/98 00
492240007 01 05/01/98 0
492240007 O 04/01/13
0
1748241 560/560 F 330,000.00 ZZ
180 329,014.25 1
1245 ALMA ST 1 7.625 3,082.63 74
7.375 3,082.63 450,000.00
PALO ALTO CA 94301 5 04/15/98 00
492247309 05 06/01/98 0
492247309 O 05/01/13
0
1748242 560/560 F 325,000.00 ZZ
180 323,963.45 1
2624 NW CORNELL ROAD 6.875 2,898.53 55
6.625 2,898.53 600,000.00
PORTLAND OR 97210 5 04/16/98 00
492365606 05 06/01/98 0
492365606 O 05/01/13
0
1748243 560/560 F 264,000.00 ZZ
180 262,274.57 1
16820 S 18TH WAY 7.250 2,409.96 77
7.000 2,409.96 345,000.00
1
PHOENIX AZ 85048 5 03/26/98 00
492567409 03 05/01/98 0
492567409 O 04/01/13
0
1748244 560/560 F 259,740.00 ZZ
180 258,113.98 1
1071 WHALLEY ROAD 7.125 2,352.81 75
6.875 2,352.81 350,000.00
CHARLOTTE VT 05445 2 03/31/98 00
492615109 05 05/01/98 0
492615109 O 04/01/13
0
1748245 560/560 F 375,000.00 ZZ
180 373,879.82 1
7427 RIOGRANDE BLVD NW 7.625 3,502.99 75
7.375 3,502.99 500,000.00
ALBUQUERQUE NM 87107 5 04/22/98 00
492678503 05 06/01/98 0
492678503 O 05/01/13
0
1748246 560/560 F 320,000.00 ZZ
180 319,022.91 1
510 KENBROOK DRIVE N.W. 7.375 2,943.76 73
7.125 2,943.76 440,000.00
ATLANTA GA 30327 5 04/13/98 00
492719802 05 06/01/98 0
492719802 O 05/01/13
0
1748247 560/560 F 233,300.00 ZZ
180 231,870.88 1
7 SADDLERIDGE 7.375 2,146.19 80
7.125 2,146.19 293,000.00
ALISO VIEJO CA 92656 2 03/24/98 00
492744404 03 05/01/98 0
492744404 O 04/01/13
0
1748248 560/560 F 295,000.00 ZZ
180 294,089.34 1
40 CHESTERFIELD LAKES RD 7.250 2,692.95 55
7.000 2,692.95 545,000.00
CHESTERFIELD MO 63005 2 04/15/98 00
492822804 03 06/01/98 0
492822804 O 05/01/13
0
1
1748249 560/560 F 500,000.00 ZZ
180 496,835.83 1
325 SOUTH GRETNA GREEN WAY 7.000 4,494.15 54
6.750 4,494.15 930,000.00
LOS ANGELES CA 90049 1 04/24/98 00
492940705 05 05/01/98 0
492940705 O 04/01/13
0
1748250 560/560 F 189,000.00 ZZ
180 188,410.16 1
720 RIDGEWOOD AVE. 7.125 1,712.03 59
6.875 1,712.03 324,000.00
ORADELL NJ 07649 2 04/21/98 00
492945704 05 06/01/98 0
492945704 O 05/01/13
0
1748251 560/560 F 245,000.00 ZZ
180 243,531.65 1
2975 PORTAGE TRAIL 7.625 2,288.62 72
7.375 2,288.62 345,000.00
ROCHESTER HILLS MI 48309 2 03/27/98 00
493012207 05 05/01/98 0
493012207 O 04/01/13
0
1748252 560/560 F 289,750.00 ZZ
180 288,825.88 1
30 CANDLEWOOD DRIVE 6.875 2,584.15 73
6.625 2,584.15 398,047.00
WEST HARTFORD CT 06117 2 04/17/98 00
493012702 05 06/01/98 0
493012702 O 05/01/13
0
1748253 560/560 F 241,100.00 ZZ
180 239,590.67 1
1774 CROSS CREEK WAY WEST 7.125 2,183.96 55
6.875 2,183.96 445,000.00
DUNEDIN FL 34698 2 03/25/98 00
493164305 05 05/01/98 0
493164305 O 04/01/13
0
1748254 560/560 F 327,000.00 ZZ
180 323,818.32 1
1
34136 JEFFERSON 6.875 2,916.37 66
6.625 2,916.37 500,000.00
ST CLAIR SHORES MI 48082 2 03/30/98 00
493241608 05 05/01/98 0
493241608 O 04/01/13
0
1748255 560/560 F 327,750.00 ZZ
180 326,681.82 1
2456 79TH AVENUE NORTHEAST 6.625 2,877.63 75
6.375 2,877.63 437,000.00
MEDINA WA 98039 2 04/14/98 00
493528806 05 06/01/98 0
493528806 O 05/01/13
0
1748256 560/560 F 288,224.00 ZZ
180 287,363.03 1
1720 HOLLINWOOD DRIVE 7.625 2,692.39 73
7.375 2,692.39 395,000.00
ALEXANDRIA VA 22307 2 04/16/98 00
493590202 05 06/01/98 0
493590202 O 05/01/13
0
1748257 560/560 F 300,000.00 ZZ
180 299,083.98 1
9360 SWEETGRASS WAY 7.375 2,759.77 37
7.125 2,759.77 815,000.00
NAPLES FL 34108 2 04/22/98 00
493599104 03 06/01/98 0
493599104 O 05/01/13
0
1748258 560/560 F 272,000.00 ZZ
180 271,132.48 1
4501 MEADOW CIRCLE 6.875 2,425.85 80
6.625 2,425.85 340,000.00
RESCUE CA 95672 2 04/22/98 00
493746606 05 06/01/98 0
493746606 O 05/01/13
0
1748259 560/560 F 458,000.00 ZZ
120 455,353.90 1
4541 E FOOTHILL DR 7.000 5,317.77 51
6.750 5,317.77 900,000.00
PARADISE VALLEY AZ 85253 2 04/24/98 00
493775803 05 06/01/98 0
1
493775803 O 05/01/08
0
1748261 560/560 F 273,000.00 ZZ
180 272,175.50 1
13 STONE POND WAY 7.500 2,530.75 73
7.250 2,530.75 375,000.00
OAK BLUFFS MA 02557 2 04/23/98 00
493797401 05 06/01/98 0
493797401 O 05/01/13
0
1748262 560/560 F 650,000.00 ZZ
180 647,993.47 1
371 EAGLE DRIVE 7.250 5,933.61 49
7.000 5,933.61 1,350,000.00
JUPITER FL 33477 2 04/24/98 00
493809206 05 06/01/98 0
493809206 O 05/01/13
0
1748263 560/560 F 321,000.00 ZZ
180 320,009.09 1
1042 LONG LAKE DRIVE 7.250 2,930.29 77
7.000 2,930.29 421,500.00
BRIGHTON MI 48114 1 04/10/98 00
493824809 05 06/01/98 0
493824809 O 05/01/13
0
1748264 560/560 F 410,000.00 ZZ
180 407,405.39 1
721 5TH AVENUE 7.000 3,685.20 78
6.750 3,685.20 530,000.00
LEWISTON ID 83501 2 04/13/98 00
493858609 05 05/01/98 0
493858609 O 04/01/13
0
1748265 560/560 F 348,000.00 ZZ
180 346,925.73 1
117 CARRIAGE WAY 7.250 3,176.77 80
7.000 3,176.77 435,000.00
BURR RIDGE IL 60521 2 04/24/98 00
493910004 05 06/01/98 0
493910004 O 05/01/13
0
1
1748266 560/560 F 177,000.00 ZZ
180 176,477.06 1
55 FAIRMONT ROAD 7.750 1,666.06 69
7.500 1,666.06 260,000.00
WAYNE NJ 07470 2 04/17/98 00
494015605 05 06/01/98 0
494015605 O 05/01/13
0
1748267 560/560 F 394,000.00 ZZ
180 392,298.33 1
18586 ACEITUNO STREET 7.000 3,541.39 45
6.750 3,541.39 895,000.00
SAN DIEGO CA 92128 2 04/24/98 00
494191307 05 06/01/98 0
494191307 O 05/01/13
0
1748268 560/560 F 280,000.00 ZZ
180 279,116.61 1
27360 GLENWOOD DRIVE 7.000 2,516.72 69
6.750 2,516.72 410,000.00
MISSION VIEJO CA 92692 2 04/24/98 00
494444409 03 06/01/98 0
494444409 O 05/01/13
0
1748270 943/943 F 261,000.00 ZZ
180 260,194.30 1
8748 DOUBLE EAGLE DRIVE 7.250 2,382.58 64
7.000 2,382.58 413,000.00
LAS VEGAS NV 89117 2 03/31/98 00
8542100531 03 06/01/98 0
8542100531 O 05/01/13
0
1748275 943/943 F 400,000.00 ZZ
180 400,000.00 1
480 AZALEA WAY 7.500 3,708.05 47
7.250 3,708.05 865,000.00
LOS ALTOS CA 94022 5 04/29/98 00
8550800544 05 07/01/98 0
8550800544 O 06/01/13
0
1748278 943/943 F 250,000.00 ZZ
180 250,000.00 1
5701 LAKE CHRISTOPHER DRIVE 6.875 2,229.64 62
6.625 2,229.64 405,000.00
1
ROCKVILLE MD 20855 2 05/05/98 00
8568900216 05 07/01/98 0
8568900216 O 06/01/13
0
1748386 893/G01 F 330,000.00 ZZ
180 330,000.00 1
215 CERRITO AVENUE 7.375 3,035.75 62
7.125 3,035.75 535,000.00
REDWOOD CITY CA 94061 2 05/13/98 00
0430824938 05 07/01/98 0
98042080 O 06/01/13
0
1748391 003/G01 F 112,200.00 ZZ
180 112,200.00 1
525 TUTEN TRAIL 7.250 1,024.24 80
7.000 1,024.24 140,345.00
ORLANDO FL 32828 1 05/22/98 00
0430811943 03 07/01/98 0
0010479921 O 06/01/13
0
1748436 111/111 F 310,000.00 ZZ
180 310,000.00 1
2760 CEBADA CANYON ROAD 7.375 2,851.76 66
7.125 2,851.76 475,000.00
LOMPOC CA 93436 2 05/07/98 00
770354 05 07/01/98 0
770354 O 06/01/13
0
1748438 111/111 F 324,000.00 ZZ
180 324,000.00 1
337 BANDERA STREET 7.000 2,912.20 65
6.750 2,912.20 500,000.00
LA JOLLA CA 92037 2 05/12/98 00
769086684 05 07/01/98 0
769086684 O 06/01/13
0
1748457 E62/G01 F 350,000.00 ZZ
120 350,000.00 1
2420 EMERALD DRIVE 6.750 4,018.84 64
6.500 4,018.84 550,000.00
JONESBORO GA 30236 2 05/05/98 00
0430813659 05 07/01/98 0
421918 O 06/01/08
0
1
1748461 F42/G01 F 524,000.00 ZZ
180 524,000.00 1
18 EAGLE LANE 7.250 4,783.40 80
7.000 4,783.40 655,000.00
ROSLYN NY 11576 1 05/13/98 00
0430814889 05 07/01/98 0
NY0212981 O 06/01/13
0
1748463 111/111 F 558,500.00 ZZ
180 558,500.00 1
4633 ARCOLA AVENUE 7.000 5,019.96 59
6.750 5,019.96 957,000.00
TOLUCA LAKE CA 91602 2 05/07/98 00
771041 05 07/01/98 0
771041 O 06/01/13
0
1748465 111/111 F 250,000.00 ZZ
180 250,000.00 1
415 SANTA ANA AVENUE 7.000 2,247.07 40
6.750 2,247.07 625,000.00
NEWPORT BEACH CA 92663 5 05/14/98 00
774413 05 07/01/98 0
774413 O 06/01/13
0
1748487 267/267 F 300,000.00 ZZ
180 300,000.00 1
5139 BLACKHAWK DRIVE 6.875 2,675.57 46
6.625 2,675.57 660,000.00
DANVILLE CA 94506 2 05/06/98 00
4238477 03 07/01/98 0
4238477 O 06/01/13
0
1748781 560/560 F 76,500.00 ZZ
180 76,500.00 1
7786 170TH STREET W 7.125 692.97 75
6.875 692.97 102,000.00
LAKEVILLE MN 55044 5 05/01/98 00
492188602 05 07/01/98 0
492188602 O 06/01/13
0
1748795 560/560 F 30,000.00 ZZ
180 29,911.36 1
1
1203 ROWAYTON CIRCLE 7.750 282.39 26
7.500 282.39 118,000.00
WELLINGTON FL 33414 5 04/22/98 00
493914501 03 06/01/98 0
493914501 O 05/01/13
0
1748815 624/G01 F 264,000.00 ZZ
180 264,000.00 1
11718 ANGELIQUE STREET 7.125 2,391.39 70
6.875 2,391.39 380,000.00
SAN DIEGO CA 92131 2 05/06/98 00
0430834549 03 07/01/98 0
37011880123 O 06/01/13
0
1748900 882/G01 F 300,000.00 ZZ
180 300,000.00 1
7730 SW 52 COURT 7.250 2,738.59 75
7.000 2,738.59 400,000.00
MIAMI FL 33143 5 05/19/98 00
0430812941 05 07/01/98 0
980200 O 06/01/13
0
1749112 A50/A50 F 322,500.00 ZZ
180 321,515.28 1
15540 DEVIN COVE 7.375 2,966.75 75
7.125 2,966.75 430,000.00
NORTHPORT AL 35476 5 04/20/98 00
000000000000 05 06/01/98 0
000000000000 O 05/01/13
0
1749262 731/G01 F 340,000.00 ZZ
180 340,000.00 1
19422 MOORSHIRE DRIVE 7.250 3,103.73 68
7.000 3,103.73 500,000.00
CERRITOS CA 90703 2 05/11/98 00
0430822122 03 07/01/98 0
916081213 O 06/01/13
0
1749275 116/116 F 426,900.00 ZZ
180 426,900.00 1
4 IVY POND PLACE 6.875 3,807.33 76
6.625 3,807.33 565,000.00
THE WOODLANDS TX 77381 2 05/22/98 00
091067159 03 07/01/98 0
1
091067159 O 06/01/13
0
1749398 K08/G02 F 288,750.00 ZZ
180 288,750.00 1
362 COMMONWEALTH AVENUE 8.500 2,843.44 75
UNIT #2P 8.250 2,843.44 385,000.00
BOSTON MA 02115 1 05/15/98 00
0410814669 08 07/01/98 0
410814669 O 06/01/13
0
1749502 K08/G01 F 54,000.00 ZZ
180 54,000.00 1
15 CANYON DEL APACHE 8.000 516.05 37
7.750 516.05 147,000.00
PLACITAS NM 87043 5 05/12/98 00
0410851166 05 07/01/98 0
410851166 O 06/01/13
0
1749520 638/G01 F 190,000.00 ZZ
180 190,000.00 1
3362 JORDAN ROAD 6.875 1,694.52 74
6.625 1,694.52 260,000.00
OAKLAND CA 94602 2 04/29/98 00
0430821975 05 07/01/98 0
8738287 O 06/01/13
0
1749522 638/G01 F 70,550.00 ZZ
180 70,550.00 1
3010 EAST CORRINE DRIVE 7.000 634.12 64
6.750 634.12 111,000.00
PHOENIX AZ 85032 2 05/14/98 00
0430822213 05 07/01/98 0
8745721 O 06/01/13
0
1749525 638/G01 F 112,700.00 ZZ
180 112,700.00 1
475 ELM ST 6.750 997.29 41
6.500 997.29 280,000.00
MARLBOROUGH MA 01752 2 05/08/98 00
0430822585 05 07/01/98 0
8718728 O 06/01/13
0
1
1749528 638/G01 F 400,000.00 ZZ
180 400,000.00 1
13746 CAMEO COURT 6.875 3,567.42 63
6.625 3,567.42 645,000.00
LAKE OSWEGO OR 97034 5 04/29/98 00
0430822460 05 07/01/98 0
8734052 O 06/01/13
0
1749530 638/G01 F 238,500.00 ZZ
180 238,500.00 1
1827A NORTH SHEFFIELD 7.250 2,177.18 78
7.000 2,177.18 306,000.00
CHICAGO IL 60614 2 05/08/98 00
0430823724 01 07/01/98 0
8735072 O 06/01/13
0
1749556 638/G01 F 283,250.00 ZZ
180 283,250.00 1
128 DAVIS AVENUE UNIT #C 7.000 2,545.93 95
6.750 2,545.93 298,200.00
BROOKLINE MA 02146 1 05/13/98 10
0430822700 01 07/01/98 30
8732454 O 06/01/13
0
1749649 757/G02 F 90,000.00 ZZ
180 90,000.00 1
635 SPERIN ROAD 7.625 840.72 63
7.375 840.72 145,000.00
BALLGROUND GA 30107 2 05/22/98 00
0430823781 05 07/01/98 0
3507316 O 06/01/13
0
1749653 638/G01 F 263,000.00 ZZ
180 263,000.00 1
2552 EAST ALAMEDA AVENUE UNIT 7.250 2,400.83 71
118 7.000 2,400.83 375,000.00
DENVER CO 80209 2 05/14/98 00
0430819672 01 07/01/98 0
8739811 O 06/01/13
0
1749710 A50/A50 F 340,000.00 ZZ
120 340,000.00 1
3529 COUNTRY CLUB ROAD 7.250 3,991.64 80
7.000 3,991.64 425,000.00
1
VALDOSTA GA 31605 2 05/13/98 00
107544 05 07/01/98 0
107544 O 06/01/08
0
1749711 E82/G01 F 90,000.00 ZZ
180 90,000.00 1
25 SUNSET DRIVE 6.875 802.67 75
6.625 802.67 120,000.00
CENTEREACH NY 11720 2 05/15/98 00
0400112413 05 07/01/98 0
0400112413 O 06/01/13
0
1749767 E82/G01 F 264,550.00 ZZ
180 264,550.00 1
2771 EAST PALMA WAY 7.125 2,396.38 70
6.875 2,396.38 378,000.00
SALT LAKE CITY UT 84121 2 05/22/98 00
0400115101 05 07/01/98 0
0400115101 O 06/01/13
0
1749770 638/G01 F 70,000.00 ZZ
180 70,000.00 1
4 RUNNING BROOK LANE 7.000 629.18 29
6.750 629.18 242,000.00
NEW CASTLE DE 19711 1 05/18/98 00
0430823005 05 07/01/98 0
3171979 O 06/01/13
0
1749776 638/G01 F 275,000.00 ZZ
180 274,122.92 1
1367 PIERCE RANCH ROAD 6.875 2,452.60 60
6.625 2,452.60 465,500.00
SAN JOSE CA 95120 5 04/28/98 00
0430823583 05 06/01/98 0
8712307 O 05/01/13
0
1749782 638/G01 F 87,000.00 ZZ
180 87,000.00 2
274 BEALE STREET 7.125 788.07 39
6.875 788.07 225,000.00
QUINCY MA 02170 2 05/13/98 00
0430823658 05 07/01/98 0
8740908 O 06/01/13
0
1
1749787 638/G01 F 258,350.00 ZZ
180 257,517.06 1
1129 CAITLIN PARK 6.750 2,286.16 80
6.500 2,286.16 322,950.00
WALNUT CREEK CA 94596 1 04/27/98 00
0430823518 05 06/01/98 0
8729467 O 05/01/13
0
1749873 637/G01 F 254,000.00 ZZ
180 253,196.90 1
10 WIDMAR COURT 7.500 2,354.62 85
7.250 2,354.62 300,000.00
CLAYTON CA 94517 2 04/17/98 04
0430841478 05 06/01/98 6
11141777 O 05/01/13
0
1749880 637/G01 F 445,000.00 ZZ
180 443,565.28 1
941 PEPPERWOOD DRIVE 6.750 3,937.85 57
6.500 3,937.85 785,000.00
DANVILLE CA 94506 2 04/10/98 00
0430826065 03 06/01/98 0
0011126216 O 05/01/13
0
1749884 957/G01 F 393,750.00 ZZ
180 393,750.00 1
5726 ARCHER COURT 7.250 3,594.40 72
7.000 3,594.40 550,000.00
DALLAS TX 75252 5 05/26/98 00
0430824094 03 07/01/98 0
274587 O 06/01/13
0
1749885 593/593 F 250,150.00 ZZ
180 249,377.79 1
#4 POP CHALEE 7.250 2,283.53 71
7.000 2,283.53 355,000.00
GLORIETA NM 87535 5 04/24/98 00
6834600 05 06/01/98 0
6834600 O 05/01/13
0
1749918 637/G01 F 411,000.00 ZZ
180 409,703.31 1
1
897 ALTOS OAKS DRIVE 7.000 3,694.19 59
6.750 3,694.19 700,000.00
LOS ALTOS CA 94024 2 04/13/98 00
0430825752 05 06/01/98 0
0010917151 O 05/01/13
0
1749937 363/G01 F 461,000.00 ZZ
180 461,000.00 1
2850 MARGATE ROAD 7.250 4,208.30 80
7.000 4,208.30 580,000.00
COLUMBUS OH 43221 2 05/01/98 00
0430819094 05 07/01/98 0
1980001976 O 06/01/13
0
1749940 637/G01 F 361,000.00 ZZ
180 359,909.73 1
2018 PARK ROYAL DRIVE 7.500 3,346.52 67
7.250 3,346.52 545,000.00
SAN JOSE CA 95125 2 04/07/98 00
0430839548 05 06/01/98 0
11132099 O 05/01/13
0
1749946 637/G01 F 203,500.00 ZZ
180 202,864.91 1
11771 MELONES CIRCLE 7.125 1,843.37 54
6.875 1,843.37 382,000.00
GOLD RIVER CA 95670 2 04/09/98 00
0430841460 03 06/01/98 0
0011120466 O 05/01/13
0
1750057 E22/G01 F 50,000.00 ZZ
180 50,000.00 1
5467 LIGHTHOUSE LANE 7.250 456.43 41
7.000 456.43 124,000.00
BURKE VA 22015 5 05/19/98 00
0410878334 09 07/01/98 0
410878334 O 06/01/13
0
1750191 195/G01 F 490,000.00 ZZ
180 490,000.00 1
31 GOLETA POINT DRIVE 7.000 4,404.26 40
6.750 4,404.26 1,250,000.00
NEWPORT BEACH CA 92625 5 05/05/98 00
0430825448 03 07/01/98 0
1
57524 O 06/01/13
0
1750204 025/025 F 340,000.00 ZZ
180 338,903.81 1
327 HARRIS DR 6.750 3,008.69 57
6.500 3,008.69 600,000.00
FLORENCE AL 35634 2 04/14/98 00
386204 05 06/01/98 0
386204 O 05/01/13
0
1750210 025/025 F 255,000.00 ZZ
180 254,212.82 1
2300 STERLING ROAD 7.250 2,327.81 67
7.000 2,327.81 385,000.00
NASHVILLE TN 37215 2 04/21/98 00
342844 05 06/01/98 0
342844 O 05/01/13
0
1750213 025/025 F 261,500.00 ZZ
180 260,692.76 1
6904 7TH AVENUE BOULEVARD NW 7.250 2,387.14 70
7.000 2,387.14 375,000.00
BRADENTON FL 34209 2 04/13/98 00
661788 05 06/01/98 0
661788 O 05/01/13
0
1750217 025/025 F 238,937.66 ZZ
180 237,472.07 1
4842 JULIANA RESERVE DRIVE 7.375 2,198.04 76
7.125 2,198.04 315,000.00
AUBURNDALE FL 33823 2 04/01/98 00
709742 03 05/01/98 0
709742 O 04/01/13
0
1750224 025/025 F 300,000.00 ZZ
180 299,043.19 1
1833 LAKE GROVE LANE 6.875 2,675.56 75
6.625 2,675.56 405,000.00
ORLANDO FL 32806 5 04/23/98 00
351720 03 06/01/98 0
351720 O 05/01/13
0
1
1750229 025/025 F 245,000.00 ZZ
180 244,218.61 1
8609 VISTA SHORES COURT 6.875 2,185.04 70
6.625 2,185.04 350,000.00
ORLANDO FL 32836 2 04/24/98 00
351280 03 06/01/98 0
351280 O 05/01/13
0
1750234 562/562 F 200,000.00 ZZ
180 200,000.00 2
967 EAST 223RD STREET 7.500 1,854.03 70
7.250 1,854.03 287,000.00
BRONX NY 10457 2 05/22/98 00
551143 05 07/01/98 0
551143 O 06/01/13
0
1750236 025/025 F 250,489.31 ZZ
161 247,673.09 1
13753 CHATSWORTH LANE 7.125 2,420.47 62
6.875 2,420.47 409,000.00
JACKSONVILLE FL 32225 4 02/18/98 00
283969 03 04/01/98 0
283969 O 08/01/11
0
1750245 025/025 F 304,000.00 T
180 303,061.57 1
LOT 27 RIVER CLIFF 7.250 2,775.10 80
7.000 2,775.10 380,000.00
COUNCE TN 38326 1 04/17/98 00
2789 05 06/01/98 0
2789 O 05/01/13
0
1750253 025/025 F 319,000.00 ZZ
180 318,004.46 1
10660 S TROPICAL TRL 7.125 2,889.60 55
6.875 2,889.60 590,000.00
MERRITT ISLAND FL 32952 2 04/24/98 00
116544 05 06/01/98 0
116544 O 05/01/13
0
1750259 025/025 F 240,000.00 ZZ
180 239,226.22 1
315 HAYWARD LANE 6.750 2,123.78 67
6.500 2,123.78 361,795.00
1
ALPHARETTA GA 30022 1 04/16/98 00
789649 03 06/01/98 0
789649 O 05/01/13
0
1750279 025/025 F 264,000.00 ZZ
180 263,185.04 1
2541 A WILLIAM FEW PARKWAY 7.250 2,409.96 80
7.000 2,409.96 330,000.00
EVANS GA 30809 2 04/30/98 00
170115 05 06/01/98 0
170115 O 05/01/13
0
1750289 025/025 F 302,000.00 ZZ
180 301,036.81 1
696 SHIPWATCH DRIVE EAST 6.875 2,693.40 76
6.625 2,693.40 400,000.00
JACKSONVILLE FL 32225 2 04/23/98 00
660254 03 06/01/98 0
660254 O 05/01/13
0
1750296 025/025 F 325,300.00 ZZ
180 323,263.57 1
13816 NW 19TH PLACE 7.125 2,946.67 74
6.875 2,946.67 441,000.00
GAINESVILLE FL 32606 2 03/26/98 00
490020 03 05/01/98 0
490020 O 04/01/13
0
1750299 A50/A50 F 267,000.00 ZZ
180 267,000.00 1
2728 HORSELEG CREEK RD 6.875 2,381.25 67
6.625 2,381.25 400,000.00
ROME GA 30165 2 05/20/98 00
108466 05 07/01/98 0
108466 O 06/01/13
0
1750304 025/025 F 294,000.00 T
180 293,082.49 1
6118 GNARLED OAK DRIVE 7.125 2,663.14 53
6.875 2,663.14 560,000.00
ENGLEWOOD FL 34223 5 04/27/98 00
813496 05 06/01/98 0
813496 O 05/01/13
0
1
1750309 025/025 F 318,700.00 ZZ
180 317,694.51 1
4986 MAYBANK WAY 7.000 2,864.57 75
6.750 2,864.57 430,000.00
JACKSONVILLE FL 32225 2 04/13/98 00
660285 03 06/01/98 0
660285 O 05/01/13
0
1750336 025/025 F 262,000.00 ZZ
180 261,164.38 1
3288 CHANNEL SIDE DRIVE 6.875 2,336.66 75
6.625 2,336.66 350,000.00
SUPPLY NC 28462 5 04/29/98 00
571078 03 06/01/98 0
571078 O 05/01/13
0
1750339 025/025 F 262,500.00 ZZ
180 261,671.83 1
5005 CHAPEL LAKE CIRCLE 7.000 2,359.42 75
6.750 2,359.42 352,000.00
DOUGLASVILLE GA 30135 2 04/02/98 00
388895 03 06/01/98 0
388895 O 05/01/13
0
1750342 025/025 F 182,891.27 ZZ
180 181,722.03 1
6529 STONINGTON DRIVE SOUTH 6.875 1,631.12 53
6.625 1,631.12 350,000.00
TAMPA FL 33647 2 04/09/98 00
426933 03 05/01/98 0
426933 O 04/01/13
0
1750354 025/025 F 325,000.00 ZZ
180 323,963.45 1
2376 ABINGTON ROAD 6.875 2,898.53 67
6.625 2,898.53 490,000.00
COLUMBUS OH 43221 5 04/23/98 00
7385 05 06/01/98 0
7385 O 05/01/13
0
1750360 A83/G01 F 365,000.00 ZZ
180 361,599.31 1
1
6009 LANIER HEIGHTS CIRLCE 7.250 3,331.95 77
7.000 3,331.95 475,000.00
BUFORD GA 30518 2 02/02/98 00
0430819995 05 04/01/98 0
5002187 O 03/01/13
0
1750364 025/025 F 416,000.00 ZZ
180 414,658.78 1
7250 S PRESTWICK PLACE 6.750 3,681.22 80
6.500 3,681.22 520,000.00
MIAMI FL 33014 1 04/30/98 00
108785 05 06/01/98 0
108785 O 05/01/13
0
1750367 025/025 F 489,700.00 ZZ
180 486,533.44 1
7575 S TROPICAL TRAIL 6.750 4,333.40 52
6.500 4,333.40 950,000.00
MERRITT ISLAND FL 32952 2 03/27/98 00
351291 05 05/01/98 0
351291 O 04/01/13
0
1750371 025/025 F 263,000.00 ZZ
180 262,152.06 1
306 JACKSON BLVD 6.750 2,327.32 65
6.500 2,327.32 410,000.00
NASHVILLE TN 37205 5 04/24/98 00
342287 05 06/01/98 0
342287 O 05/01/13
0
1750377 025/025 F 393,604.59 ZZ
180 388,539.86 1
37 HARBOUR DRIVE NORTH 6.875 3,510.38 78
6.625 3,510.38 510,000.00
OCEAN RIDGE FL 33435 1 02/20/98 00
544265 05 03/01/98 0
544265 O 02/01/13
0
1750395 025/025 F 300,000.00 ZZ
180 299,063.76 1
4950 59TH AVENUE S 7.125 2,717.49 74
6.875 2,717.49 410,000.00
TIERRA VERDE FL 33715 1 04/29/98 00
447351 03 06/01/98 0
1
447351 O 05/01/13
0
1750399 025/025 F 327,268.92 T
180 322,668.31 1
2521 DAY LILY PLACE 7.625 3,057.12 34
7.375 3,057.12 965,000.00
NAPLES FL 33942 2 03/20/98 00
542722 03 05/01/98 0
542722 O 04/01/13
0
1750404 025/025 F 290,000.00 ZZ
144 288,676.39 1
300 CAMBRIDGE WOODS WAY 6.625 2,924.65 47
6.375 2,924.65 625,000.00
RALEIGH NC 27608 5 04/08/98 00
570753 05 06/01/98 0
570753 O 05/01/10
0
1750556 637/G01 F 271,000.00 ZZ
180 270,172.52 1
1108 ALDERBROOK LANE 7.375 2,493.00 61
7.125 2,493.00 445,000.00
SAN JOSE CA 95129 2 04/20/98 00
0430825059 05 06/01/98 0
11121746 O 05/01/13
0
1750559 637/G01 F 287,700.00 ZZ
180 286,811.88 1
902 STONY HILL ROAD 7.250 2,626.31 67
7.000 2,626.31 430,000.00
REDWOOD CITY CA 94062 2 04/21/98 00
0430840504 05 06/01/98 0
11135126 O 05/01/13
0
1750565 025/025 F 270,000.00 T
180 269,138.87 1
296 BALD EAGLE DRIVE 6.875 2,408.01 70
6.625 2,408.01 388,000.00
MARCO ISLAND FL 34145 2 04/27/98 00
638938 05 06/01/98 0
638938 O 05/01/13
0
1
1750580 025/025 F 300,000.00 ZZ
180 299,043.19 1
207 CHICKASAW LANE 6.875 2,675.56 66
6.625 2,675.56 455,000.00
LOUDON TN 37774 5 04/20/98 00
820331 03 06/01/98 0
820331 O 05/01/13
0
1750752 944/G01 F 460,000.00 ZZ
180 460,000.00 1
2295 GUNAR DRIVE 6.375 3,975.55 80
6.125 3,975.55 575,000.00
SAN JOSE CA 95124 1 05/20/98 00
0430837922 05 07/01/98 0
4980104 O 06/01/13
0
1750753 E22/G01 F 318,000.00 ZZ
180 318,000.00 1
209 DWYER COURT 7.375 2,925.36 75
7.125 2,925.36 424,000.00
ROCKWALL TX 75087 2 05/07/98 00
0410845002 03 07/01/98 0
410845002 O 06/01/13
0
1750763 638/G01 F 296,000.00 ZZ
180 296,000.00 1
1675 26TH AVENUE 7.375 2,722.97 80
7.125 2,722.97 370,000.00
SAN FRANCISCO CA 94122 2 04/29/98 00
0430827774 05 07/01/98 0
8735869 O 06/01/13
0
1750790 638/G01 F 336,000.00 ZZ
180 334,962.78 1
770 ROSE RANCH ROAD 7.250 3,067.22 79
7.000 3,067.22 430,000.00
SAN MARCOS CA 92069 1 04/29/98 00
0430827451 05 06/01/98 0
8742746 O 05/01/13
0
1750794 638/G01 F 366,000.00 ZZ
180 366,000.00 1
1911 DEVIL VIEW PLACE 7.375 3,366.92 80
7.125 3,366.92 460,000.00
1
WALNUT CREEK CA 94595 2 05/05/98 00
0430827394 03 07/01/98 0
8732196 O 06/01/13
0
1750816 638/G01 F 117,800.00 ZZ
180 117,800.00 1
100 CRAWFORD ROAD 6.750 1,042.42 69
6.500 1,042.42 172,000.00
LOWER PROVIDENC PA 19403 2 05/19/98 00
0430828178 05 07/01/98 0
8746693 O 06/01/13
0
1750835 E22/G02 F 60,000.00 ZZ
180 60,000.00 1
40903 FLAGSTAFF 7.500 556.21 47
7.250 556.21 128,000.00
STERLING HEIGHT MI 48313 1 05/14/98 00
0410832737 05 07/01/98 0
410832737 O 06/01/13
0
1750890 E22/G01 F 337,000.00 ZZ
180 337,000.00 1
5005 VISTA DEL MONTE 7.500 3,124.03 59
7.250 3,124.03 575,000.00
EL PASO TX 79922 2 05/22/98 00
0410741490 05 07/01/98 0
410741490 O 06/01/13
0
1750895 E22/G01 F 105,600.00 ZZ
180 105,600.00 1
11420 STRAND DRIVE UNIT #11 7.375 971.44 80
7.125 971.44 132,000.00
ROCKVILLE MD 20852 2 05/13/98 00
0410840326 08 07/01/98 0
410840326 O 06/01/13
0
1751120 536/536 F 426,400.00 ZZ
180 426,400.00 1
815 PAHUMELE PLACE 7.125 3,862.46 80
6.875 3,862.46 533,000.00
KAILUA HI 96734 2 05/13/98 00
1186402 05 07/01/98 0
1186402 O 06/01/13
0
1
1751173 721/G01 F 390,000.00 ZZ
180 390,000.00 1
13050 WEST WESTERIA COURT 7.250 3,560.17 64
7.000 3,560.17 615,000.00
NEW BERLIN WI 53151 2 05/18/98 00
0430842104 05 07/01/98 0
7810053366 O 06/01/13
0
1751297 025/025 F 101,500.00 T
180 100,604.39 1
325 ISLAND WAY #103 7.875 962.68 70
7.625 962.68 145,000.00
CLEARWATER FL 33767 5 03/09/98 00
683064 01 04/01/98 0
683064 O 03/01/13
0
1751310 025/025 F 30,000.00 ZZ
180 29,820.21 1
3901 NE DIXIE HWY UNIT 110 7.625 280.24 53
7.375 280.24 57,000.00
PALM BAY FL 32905 1 04/01/98 00
117451 08 05/01/98 0
117451 O 04/01/13
0
1751331 025/025 F 64,300.00 T
180 63,914.62 1
486 WATTS WAY 7.625 600.65 70
7.375 600.65 93,000.00
COCOA BEACH FL 32931 2 04/10/98 00
116578 05 05/01/98 0
116578 O 04/01/13
0
1751409 267/267 F 320,000.00 ZZ
180 320,000.00 1
968 N EASLEY CANYON RD 6.875 2,853.94 60
6.625 2,853.94 535,000.00
GLENDORA CA 91741 5 05/07/98 00
4242599 05 07/01/98 0
4242599 O 06/01/13
0
1751412 948/G01 F 575,000.00 ZZ
180 575,000.00 1
1
350 ABIES ROAD 6.500 5,008.87 46
6.250 5,008.87 1,250,000.00
RENO NV 89511 2 05/22/98 00
0430844662 05 07/01/98 0
32001 O 06/01/13
0
1751421 267/267 F 627,000.00 ZZ
180 627,000.00 1
525 ALLENDALE RD 6.875 5,591.93 80
6.625 5,591.93 785,000.00
PASADENA CA 91106 2 05/15/98 00
424641 05 07/01/98 0
424641 O 06/01/13
0
1751442 403/403 F 237,000.00 ZZ
180 237,000.00 1
147 ROSEMERE AVENUE 7.000 2,130.23 79
6.750 2,130.23 300,000.00
FAIRFIELD CT 06432 2 05/13/98 00
6648810 05 07/01/98 0
6648810 O 06/01/13
0
1751456 637/G01 F 235,000.00 ZZ
180 234,266.60 1
1114 EASTMOOR ROAD 7.125 2,128.71 58
6.875 2,128.71 406,000.00
BURLINGAME CA 94010 2 04/10/98 00
0430837351 05 06/01/98 0
11134210 O 05/01/13
0
1751467 637/G01 F 252,000.00 ZZ
180 251,204.95 1
8129 SUNSET COVE DRIVE 7.000 2,265.05 80
6.750 2,265.05 315,000.00
LAS VEGAS NV 89128 1 04/29/98 00
0430837260 03 06/01/98 0
11151966 O 05/01/13
0
1751481 637/G01 F 269,000.00 ZZ
180 268,151.32 1
1530 HONOR OAK LANE 7.000 2,417.85 68
6.750 2,417.85 400,000.00
YUBA CITY CA 95993 2 04/23/98 00
0430839266 05 06/01/98 0
1
11134996 O 05/01/13
0
1751499 637/G01 F 273,000.00 ZZ
180 272,148.02 1
410 GLENDALE ROAD 7.125 2,472.92 31
6.875 2,472.92 893,000.00
SAN MATEO CA 94402 2 04/22/98 00
0430844811 05 06/01/98 0
11143237 O 05/01/13
0
1751504 637/G01 F 479,000.00 ZZ
180 477,537.41 1
3591 REBEL CIRCLE 7.375 4,406.44 78
7.125 4,406.44 615,000.00
HUNTINGTON BEAC CA 92649 2 04/18/98 00
0430843102 03 06/01/98 0
10758100 O 05/01/13
0
1751507 808/G01 F 336,000.00 ZZ
180 334,985.23 1
829 VIA AMADEO 7.500 3,114.77 80
7.250 3,114.77 420,000.00
SAN DIMAS CA 91773 2 04/21/98 00
0430825315 05 06/01/98 0
9303879 O 05/01/13
0
1751541 356/G01 F 320,000.00 ZZ
180 320,000.00 1
1672 VIA CORTINA 7.375 2,943.76 80
7.125 2,943.76 405,000.00
SAN JOSE CA 95120 1 05/07/98 00
0430832444 03 07/01/98 0
2526044 O 06/01/13
0
1751543 356/G01 F 254,000.00 ZZ
180 254,000.00 1
1439 SAJAK AVE 7.250 2,318.68 58
7.000 2,318.68 440,000.00
SAN JOSE CA 95131 2 05/11/98 00
0430832261 05 07/01/98 0
2516326 O 06/01/13
0
1
1751551 637/G01 F 235,450.00 ZZ
180 234,723.17 1
703 FAULKNER STREET 7.250 2,149.34 60
7.000 2,149.34 395,000.00
NEW SMYRNA BEAC FL 32168 2 04/20/98 00
0430838078 05 06/01/98 0
10308617 O 05/01/13
0
1751726 E22/G02 F 104,000.00 ZZ
180 104,000.00 1
730 BEACHLER DRIVE 7.875 986.39 80
7.625 986.39 130,000.00
CARLISLE OH 45005 5 05/08/98 00
0410851323 05 07/01/98 0
410851323 O 06/01/13
0
1751761 E22/G01 F 394,000.00 ZZ
180 394,000.00 1
500 PONDEROSA AVENUE 7.000 3,541.38 57
6.750 3,541.38 700,000.00
INCLINE VILLAGE NV 89450 5 05/13/98 00
0410803134 05 07/01/98 0
410803134 O 06/01/13
0
1751762 E22/G01 F 500,000.00 ZZ
180 500,000.00 1
402 FOOTHILL ROAD 7.000 4,494.14 58
6.750 4,494.14 865,000.00
GARDNERVILLE NV 89410 5 05/14/98 00
0410800973 05 07/01/98 0
410800973 O 06/01/13
0
1751781 957/G01 F 346,350.00 ZZ
180 346,350.00 1
1501 PLANTATION DRIVE 7.000 3,113.10 70
6.750 3,113.10 500,000.00
SOUTHLAKE TX 76092 2 05/21/98 00
0430838185 05 07/01/98 0
0275760 O 06/01/13
0
1751841 638/G01 F 214,000.00 ZZ
180 214,000.00 1
5109 CAMPO ROAD 7.250 1,953.53 76
7.000 1,953.53 285,000.00
1
WOODLAND HILLS CA 91364 2 05/18/98 00
0430835108 05 07/01/98 0
8721082 O 06/01/13
0
1751842 638/G01 F 264,000.00 ZZ
180 264,000.00 1
40340 STRAWFLOWER WAY 7.500 2,447.31 80
7.250 2,447.31 330,000.00
FREMONT CA 94538 2 05/08/98 00
0430835835 05 07/01/98 0
8742281 O 06/01/13
0
1751845 638/G01 F 97,500.00 ZZ
180 97,500.00 1
34136 SELVA ROAD #239 7.375 896.93 64
7.125 896.93 153,000.00
DANA POINT CA 92629 2 05/01/98 00
0430835611 01 07/01/98 0
8740306 O 06/01/13
0
1751850 638/G01 F 390,000.00 ZZ
180 390,000.00 1
19733 EAST COUNTRY HOLLOW DRIV 7.375 3,587.70 74
7.125 3,587.70 530,000.00
WALNUT CA 91789 2 05/13/98 00
0430834945 05 07/01/98 0
8734857 O 06/01/13
0
1751853 638/G01 F 271,000.00 ZZ
180 271,000.00 1
1863 EAST FOXBOROUGH LANE 7.000 2,435.82 52
6.750 2,435.82 525,000.00
DRAPER UT 84020 2 05/18/98 00
0430835280 05 07/01/98 0
8745636 O 06/01/13
0
1751855 638/G01 F 320,000.00 ZZ
180 319,054.59 1
1127 21ST STREET #4 7.750 3,012.08 72
7.500 3,012.08 450,000.00
SANTA MONICA CA 90403 2 04/29/98 00
0430835744 01 06/01/98 0
8738310 O 05/01/13
0
1
1751865 367/367 F 352,000.00 ZZ
180 352,000.00 1
5005 WARREN STREET NW 6.875 3,139.33 46
6.625 3,139.33 775,000.00
WASHINGTON DC 20016 5 05/26/98 00
99116332 05 07/01/98 0
99116332 O 06/01/13
0
1751927 638/G01 F 342,500.00 ZZ
180 342,500.00 1
1488 BRIAN COURT 7.500 3,175.02 78
7.250 3,175.02 440,000.00
MILPITAS CA 95035 2 05/04/98 00
0430828913 05 07/01/98 0
8739624 O 06/01/13
0
1751967 E22/G01 F 255,600.00 ZZ
180 255,600.00 1
3259 FLEMINGTON COURT 7.125 2,315.30 80
6.875 2,315.30 319,500.00
PLEASANTON CA 94588 2 05/08/98 00
0410782783 03 07/01/98 0
410782783 O 06/01/13
0
1751990 638/G01 F 266,000.00 ZZ
180 266,000.00 1
5503 CORNISH ROAD 7.500 2,465.86 80
7.250 2,465.86 335,000.00
BETHESDA MD 20814 2 05/18/98 00
0430837476 05 07/01/98 0
3172547 O 06/01/13
0
1752282 116/116 F 300,000.00 ZZ
180 300,000.00 1
14 SUMMER PORT 6.875 2,675.57 68
6.625 2,675.57 445,000.00
THE WOODLANDS TX 77381 1 05/15/98 00
091067078 03 07/01/98 0
091067078 O 06/01/13
0
1752301 686/686 F 131,250.00 ZZ
180 131,250.00 1
1
62-98 BOOTH ST 6.875 1,170.56 75
6.625 1,170.56 175,000.00
REGO PARK NY 11374 1 05/13/98 00
818729030 05 07/01/98 0
818729030 O 06/01/13
0
1752304 686/686 F 480,000.00 ZZ
180 480,000.00 1
53 LILY POND LN 6.875 4,280.91 35
6.625 4,280.91 1,400,000.00
EAST HAMPTON NY 11937 2 05/27/98 00
818751620 05 07/01/98 0
818751620 O 06/01/13
0
1752334 686/686 F 323,400.00 ZZ
180 323,400.00 1
7845 S FAIRFAX CT 7.000 2,906.82 72
6.750 2,906.82 450,000.00
LITTLETON CO 80122 2 05/11/98 00
818829764 05 07/01/98 0
818829764 O 06/01/13
0
1752379 E22/G01 F 92,000.00 ZZ
180 92,000.00 1
33 GRAND BAY CIRCLE 7.125 833.36 45
6.875 833.36 205,000.00
JUNO BEACH FL 33408 2 05/15/98 00
0410846521 03 07/01/98 0
410846521 O 06/01/13
0
1752380 E22/G01 F 92,000.00 ZZ
180 92,000.00 1
736 N. MEADOWS DRIVE 7.125 833.36 80
6.875 833.36 115,000.00
CHANDLER AZ 85224 2 05/18/98 00
0410845424 05 07/01/98 0
410845424 O 06/01/13
0
1752398 E22/G01 F 83,450.00 ZZ
180 83,450.00 1
3345 UPPER VALLLEY PIKE 6.875 744.25 69
6.625 744.25 121,000.00
SPRINGFIELD OH 45504 5 05/26/98 00
0410880223 05 07/01/98 0
1
410880223 O 06/01/13
0
1752429 E22/G01 F 110,000.00 ZZ
180 110,000.00 1
7970 S.W. 120TH STREET 7.125 996.41 52
6.875 996.41 215,000.00
MIAMI FL 33156 5 05/26/98 00
0410817274 05 07/01/98 0
410817274 O 06/01/13
0
1752464 E22/G02 F 90,000.00 ZZ
180 90,000.00 1
21 TULIP AVENUE 8.375 879.68 49
8.125 879.68 185,000.00
MT OLIVE TOWNSH NJ 07828 5 05/14/98 00
0410853394 05 07/01/98 0
410853394 O 06/01/13
0
1752576 375/G01 F 150,000.00 ZZ
180 146,571.15 1
38465 HUNGRY HILL DRIVE 7.500 1,390.52 52
7.250 1,390.52 292,000.00
SCIO OR 97374 2 11/07/97 00
0430850669 05 01/01/98 0
671803 O 12/01/12
0
1752706 637/G01 F 238,000.00 ZZ
180 235,295.37 1
947 AUGUSTA DRIVE 7.625 2,223.23 48
7.375 2,223.23 500,000.00
MORAGA CA 94556 2 04/30/98 00
0430849000 09 06/01/98 0
0011146826 O 05/01/13
0
1752707 637/G01 F 341,500.00 ZZ
180 340,422.58 1
101 EGLOFF COURT 7.000 3,069.50 76
6.750 3,069.50 450,000.00
FOLSOM CA 95630 2 04/29/98 00
0430849521 05 06/01/98 0
11143831 O 05/01/13
0
1
1752828 E22/G01 F 71,050.00 ZZ
180 71,050.00 1
3403 WEST HOFFMAN AVENUE 7.250 648.59 79
7.000 648.59 90,000.00
SPOKANE WA 99205 2 05/21/98 00
0410850697 05 07/01/98 0
410850697 O 06/01/13
0
1752936 637/G01 F 94,500.00 ZZ
180 94,205.08 1
6122 S AZURE MEADOW DRIVE 7.125 856.01 75
6.875 856.01 126,000.00
TAYLORSVILLE UT 84118 5 04/28/98 00
0430844209 05 06/01/98 0
8901258 O 05/01/13
0
1752938 637/G01 F 239,000.00 ZZ
180 238,270.23 1
64 BURBANK AVENUE 7.375 2,198.62 63
7.125 2,198.62 380,000.00
SAN MATEO CA 94403 2 04/21/98 00
0430846055 05 06/01/98 0
0011140399 O 05/01/13
0
1753027 E22/G01 F 225,000.00 ZZ
180 225,000.00 1
45628 ADDINGTON LANE 7.750 2,117.87 66
7.500 2,117.87 342,000.00
NOVI MI 48374 2 05/26/98 00
0410879100 05 07/01/98 0
410879100 O 06/01/13
0
1753028 E22/G01 F 131,200.00 ZZ
180 131,200.00 1
35012 BRIGHTON DRIVE 7.750 1,234.95 74
7.500 1,234.95 178,000.00
STERLING HEIGHT MI 48310 2 05/26/98 00
0410865570 05 07/01/98 0
410865570 O 06/01/13
0
1753707 K08/G01 F 266,250.00 ZZ
180 266,250.00 1
3945 43RD STREET SOUTH 7.000 2,393.13 75
6.750 2,393.13 355,000.00
1
ST. PETERSBURG FL 33711 5 05/21/98 00
0410876338 05 07/01/98 0
410876338 O 06/01/13
0
1753723 K08/G01 F 216,000.00 ZZ
180 216,000.00 1
1175 BARTONWAY 7.750 2,033.16 74
7.500 2,033.16 292,000.00
TROY MI 48098 2 05/22/98 00
0410874648 05 07/01/98 0
410874648 O 06/01/13
0
1753735 765/G01 F 190,000.00 ZZ
180 190,000.00 1
1514 RANCHO HILLS DRIVE 6.750 1,681.33 66
6.500 1,681.33 287,990.00
CHINO HILLS CA 91709 1 05/26/98 00
0430845834 05 07/01/98 0
333886 O 06/01/13
0
1754244 267/267 F 270,000.00 ZZ
180 270,000.00 1
1227 RIPPEY STREET 6.875 2,408.01 68
6.625 2,408.01 400,000.00
EL CAJON CA 92020 5 05/14/98 00
4249305 05 07/01/98 0
4249305 O 06/01/13
0
1754273 267/267 F 308,400.00 ZZ
180 308,400.00 1
1845 GREENBRIAR ROAD 7.000 2,771.99 80
6.750 2,771.99 385,500.00
GLENDALE CA 91207 1 05/22/98 00
4249957 05 07/01/98 0
4249957 O 06/01/13
0
1754301 267/267 F 255,000.00 ZZ
180 255,000.00 1
531 HUCKLEBERRY COURT 6.875 2,274.23 60
6.625 2,274.23 430,000.00
SAN RAMON CA 94583 2 05/14/98 00
4249004 03 07/01/98 0
4249004 O 06/01/13
0
1
1754321 267/267 F 280,000.00 ZZ
180 280,000.00 1
3440 BEN LOMOND PL 6.500 2,439.11 65
6.250 2,439.11 435,000.00
LOS ANGELES CA 90027 2 05/12/98 00
4238582 05 07/01/98 0
4238582 O 06/01/13
0
1754373 267/267 F 266,500.00 ZZ
180 266,500.00 1
65 ROSS ROAD 6.875 2,376.80 75
6.625 2,376.80 360,000.00
ALAMEDA CA 94502 2 05/05/98 00
4348492 03 07/01/98 0
4348492 O 06/01/13
0
1754577 267/267 F 275,000.00 ZZ
180 275,000.00 1
26011 RAVENNA ROAD 6.750 2,433.51 74
6.500 2,433.51 375,000.00
MISSION VIEJO CA 92692 2 05/15/98 00
4246569 03 07/01/98 0
4246569 O 06/01/13
0
1754589 267/267 F 260,000.00 ZZ
180 260,000.00 1
1163 SUNNYCREST AVE 6.625 2,282.79 71
6.375 2,282.79 370,000.00
VENTURA CA 93003 2 05/20/98 00
4245830 05 07/01/98 0
4245830 O 06/01/13
0
1754734 L04/G01 F 483,930.00 ZZ
180 483,930.00 1
472 CASTLE PINES DRIVE SOUTH 6.875 4,315.95 80
6.625 4,315.95 604,914.00
CASTLE ROCK CO 80104 1 06/04/98 00
0430839381 03 07/01/98 0
3899105419 O 06/01/13
0
1754898 K08/G01 F 75,000.00 ZZ
180 75,000.00 1
1
256 SOUTH TAFT COURT #61 7.625 700.60 63
7.375 700.60 120,000.00
LOUISVILLE CO 80027 5 05/29/98 00
0410876783 01 07/01/98 0
410876783 O 06/01/13
0
1754915 K08/G01 F 40,000.00 ZZ
180 40,000.00 1
441 MUIR AVE. 7.875 379.38 67
7.625 379.38 60,000.00
HAZLETON PA 18201 5 05/19/98 00
0410839393 05 07/01/98 0
410839393 O 06/01/13
0
1754924 K08/G01 F 62,400.00 ZZ
180 62,400.00 1
234 CEDARCREST DR. 7.500 578.46 39
7.250 578.46 160,000.00
SCHAUMBURG IL 60193 2 05/28/98 00
0410879753 05 07/01/98 0
410879753 O 06/01/13
0
1754944 638/G01 F 70,000.00 ZZ
180 70,000.00 1
12 SALISBURY STREET 7.250 639.00 30
7.000 639.00 235,000.00
SHREWSBURY MA 01545 2 05/13/98 00
0430840835 05 07/01/98 0
8741331 O 06/01/13
0
1754946 638/G01 F 650,000.00 ZZ
180 650,000.00 1
2660 SOUTH WARSON ROAD 7.000 5,842.38 44
6.750 5,842.38 1,500,000.00
LADUE MO 63124 1 05/21/98 00
0430841908 05 07/01/98 0
8742582 O 06/01/13
0
1754947 638/G01 F 140,800.00 ZZ
180 140,800.00 1
7618 SE 109TH AVENUE 7.375 1,295.25 80
7.125 1,295.25 176,000.00
PORTLAND OR 97266 1 05/26/98 00
0430840595 05 07/01/98 0
1
8745256 O 06/01/13
0
1754955 638/G01 F 160,000.00 ZZ
180 160,000.00 1
905 ALTA OAKS DRIVE 6.875 1,426.97 80
6.625 1,426.97 200,000.00
HENDERSON NV 89014 2 05/22/98 00
0430840124 03 07/01/98 0
8738899 O 06/01/13
0
1755657 B75/G01 F 275,000.00 ZZ
180 275,000.00 1
1225 LAKE AVENUE 7.000 2,471.78 37
6.750 2,471.78 750,000.00
WILMETTE IL 60091 2 05/12/98 00
0430850719 05 07/01/98 0
7683477 O 06/01/13
0
1755748 638/G01 F 297,000.00 ZZ
180 297,000.00 1
324 SOUTH ELM DRIVE #300 7.125 2,690.32 47
6.875 2,690.32 635,000.00
BEVERLY HILLS CA 90212 2 05/01/98 00
0430847723 01 07/01/98 0
8735605 O 06/01/13
0
1755752 638/G01 F 265,000.00 ZZ
180 265,000.00 1
24002 PIRAGUA PLACE 7.125 2,400.45 62
6.875 2,400.45 430,000.00
LAGUNA NIGUEL CA 92677 2 05/20/98 00
0430848945 05 07/01/98 0
8741845 O 06/01/13
0
1755755 638/G01 F 620,500.00 ZZ
180 620,500.00 1
532 ORANGE AVENUE 7.250 5,664.31 74
7.000 5,664.31 845,000.00
LOS ALTOS CA 94022 5 05/19/98 00
0430848002 05 07/01/98 0
8745755 O 06/01/13
0
1
1755759 638/G01 F 392,000.00 ZZ
180 390,803.07 1
3768 AMESBURY ROAD 7.375 3,606.10 69
7.125 3,606.10 575,000.00
LOS ANGELES CA 90027 2 04/20/98 00
0430848218 05 06/01/98 0
8726929 O 05/01/13
0
1755760 638/G01 F 236,000.00 ZZ
180 236,000.00 1
919 AVENIDA LOMA VISTA 6.875 2,104.78 80
6.625 2,104.78 295,000.00
SAN DIMAS CA 91773 2 05/14/98 00
0430848911 05 07/01/98 0
8742246 O 06/01/13
0
1756033 F28/G01 F 322,500.00 ZZ
180 320,502.88 1
3925 WALDEN LN 7.250 2,943.99 75
7.000 2,943.99 430,000.00
DEEPHAVEN MN 55391 5 03/27/98 00
0430850594 05 05/01/98 0
3759119 O 04/01/13
0
1756037 F28/G01 F 965,700.00 ZZ
180 965,700.00 1
3506 DEL MONTE DRIVE 6.875 8,612.64 67
6.625 8,612.64 1,445,000.00
HOUSTON TX 77019 2 05/06/98 00
0430850651 03 07/01/98 0
3804905 O 06/01/13
0
1756095 356/G01 F 275,000.00 ZZ
180 275,000.00 1
2811 MONTAIR PLACE 7.250 2,510.38 78
7.000 2,510.38 355,000.00
UNION CITY CA 94587 2 05/15/98 00
0430847160 05 07/01/98 0
2519361 O 06/01/13
0
1756147 E26/G01 F 248,800.00 ZZ
180 248,800.00 1
6210 WEDGEWOOD ROAD 7.000 2,236.29 80
6.750 2,236.29 311,000.00
1
BETHESDA MD 20817 1 05/29/98 00
0430846170 05 07/01/98 0
45800565 O 06/01/13
0
1756224 830/G02 F 118,150.00 ZZ
180 118,150.00 1
1963 LEBANON DRIVE NE 7.250 1,078.55 54
7.000 1,078.55 220,000.00
ATLANTA GA 30324 5 06/03/98 00
0430846071 05 07/01/98 0
534561 O 06/01/13
0
1756243 470/G01 F 292,000.00 ZZ
180 292,000.00 1
1625 PACKARD CIRCLE 7.625 2,727.66 71
7.375 2,727.66 416,000.00
CORONA CA 91719 2 05/14/98 00
0430847749 05 07/01/98 0
1884 O 06/01/13
0
1756247 356/G01 F 320,000.00 ZZ
180 320,000.00 1
5389 HILLTOP CRESCENT 7.375 2,943.76 55
7.125 2,943.76 585,000.00
OAKLAND CA 94618 5 05/15/98 00
0430847426 05 07/01/98 0
2518827 O 06/01/13
0
1756254 356/G01 F 300,000.00 ZZ
180 300,000.00 1
16 EUCLID AVENUE 7.375 2,759.77 59
7.125 2,759.77 515,000.00
LOS GATOS CA 95030 5 05/13/98 00
0430849166 05 07/01/98 0
2505766 O 06/01/13
0
1756256 356/G01 F 320,000.00 ZZ
180 320,000.00 1
1225 WISTERIA DR 7.375 2,943.76 64
7.125 2,943.76 500,000.00
FREMONT CA 94539 5 05/18/98 00
0430847509 05 07/01/98 0
2524684 O 06/01/13
0
1
1756486 E26/G01 F 295,000.00 ZZ
180 294,048.89 1
6 EAST LAKE DRIVE 6.750 2,610.49 53
6.500 2,610.49 565,200.00
ANNAPOLIS MD 21403 1 04/20/98 00
0430848960 05 06/01/98 0
30800188 O 05/01/13
0
1757021 K08/G02 F 136,800.00 ZZ
180 136,800.00 1
9029 LANSBURG LANE 7.750 1,287.67 80
7.500 1,287.67 171,000.00
CHARLOTTE NC 28210 2 06/01/98 00
0410771083 05 07/01/98 0
410771083 O 06/01/13
0
1757620 K08/G01 F 260,000.00 ZZ
180 260,000.00 1
1722 LONG LAKE SHORE DR 7.125 2,355.16 39
6.875 2,355.16 670,000.00
BLOOMFIELD HILL MI 48302 2 05/27/98 00
0410867444 05 07/01/98 0
410867444 O 06/01/13
0
1757639 K08/G02 F 104,000.00 ZZ
180 104,000.00 1
6761 NW 21ST TERRACE 7.500 964.09 80
7.250 964.09 130,000.00
FORT LAUDERDALE FL 33309 1 05/29/98 00
0410872972 05 07/01/98 0
410872972 O 06/01/13
0
1758278 K08/G01 F 160,600.00 ZZ
180 160,600.00 1
31 ERICH DRIVE 7.625 1,500.21 73
7.375 1,500.21 220,000.00
CHURCHVILLE PA 18966 2 05/28/98 00
0410871719 05 07/01/98 0
410871719 O 06/01/13
0
1758563 356/G01 F 282,000.00 ZZ
180 282,000.00 1
1
41037 GAUCHO WY 7.250 2,574.28 46
7.000 2,574.28 625,000.00
FREMONT CA 94539 2 05/19/98 00
0430847863 05 07/01/98 0
2524601 O 06/01/13
0
1758703 K08/G01 F 140,000.00 ZZ
180 140,000.00 1
1527 ARBUTUS DRIVE 7.250 1,278.01 45
7.000 1,278.01 312,000.00
SAN JOSE CA 95118 2 05/19/98 00
0410871560 05 07/01/98 0
410871560 O 06/01/13
0
1758917 638/G01 F 445,000.00 ZZ
180 445,000.00 1
17 MEADOWBROOK ROAD 6.875 3,968.75 80
6.625 3,968.75 560,000.00
NEEDHAM MA 02192 2 06/04/98 00
0430850479 05 07/01/98 0
8728861 O 06/01/13
0
2614935 G31/G01 F 345,000.00 ZZ
180 342,769.12 1
66 WALDORF COURT 6.750 3,052.94 75
6.500 3,052.94 460,000.00
BROOKLYN NY 11230 5 03/18/98 00
0430780940 05 05/01/98 0
1395 O 04/01/13
0
2633965 696/G01 F 800,000.00 ZZ
180 797,476.04 1
8813 TWIN CREEK COURT 7.000 7,190.63 80
6.750 7,190.63 1,000,000.00
POTOMAC MD 20854 2 04/08/98 00
0430787127 05 06/01/98 0
2448048 O 05/01/13
0
2636275 696/G01 F 1,000,000.00 ZZ
180 996,845.05 1
10495 HANNAH FARM ROAD 7.000 8,988.28 79
6.750 8,988.28 1,275,000.00
OAKTON VA 22124 1 04/20/98 00
0430787119 05 06/01/98 0
1
2378074 O 05/01/13
0
2637519 L28/G01 F 120,200.00 ZZ
180 120,200.00 1
7992 E. KENYON DRIVE 6.500 1,047.07 67
6.250 1,047.07 182,000.00
DENVER CO 80237 2 05/11/98 00
0430821264 05 07/01/98 0
01 O 06/01/13
0
2638885 286/286 F 296,250.00 ZZ
180 294,415.44 1
3295 AVENIDA ANACAPA 7.250 2,704.36 75
7.000 2,704.36 395,000.00
CARLSBAD CA 92009 5 03/20/98 00
0008654672 03 05/01/98 0
0008654672 O 04/01/13
0
2641501 387/387 F 350,800.00 ZZ
180 348,279.68 1
5126 EAST OTERO CIRCLE 7.125 3,177.66 51
6.875 3,177.66 700,000.00
LITTLETON CO 80122 1 03/24/98 00
0001349158 03 05/01/98 0
0001349158 O 04/01/13
0
2641502 387/387 F 75,000.00 ZZ
180 74,520.23 1
1807 NORTH 78TH COURT 6.875 668.89 54
6.625 668.89 140,000.00
ELMWOOD PARK IL 60707 2 03/23/98 00
0001335645 05 05/01/98 0
0001335645 O 04/01/13
0
2641503 387/387 F 272,000.00 ZZ
180 270,278.71 1
8561 LAKE FOREST DRIVE 7.000 2,444.81 80
6.750 2,444.81 340,124.00
DOUGLASVILLE GA 30134 1 03/19/98 00
0001363886 05 05/01/98 0
0001363886 O 04/01/13
0
1
2641504 387/387 F 282,200.00 ZZ
180 281,328.86 1
2N 297 LAFOX ROAD 7.250 2,576.10 79
7.000 2,576.10 360,000.00
ELBURN IL 60119 2 04/15/98 00
0001367614 05 06/01/98 0
0001367614 O 05/01/13
0
2641505 387/387 F 246,400.00 ZZ
180 243,836.15 1
779 LINDEN AVENUE 7.125 2,231.97 80
6.875 2,231.97 308,000.00
ELMHURST IL 60126 2 03/30/98 00
0001370667 05 05/01/98 0
0001370667 O 04/01/13
0
2641506 387/387 F 300,000.00 ZZ
180 298,202.03 1
100 PARK DU CHATEAU 7.625 2,802.39 34
7.375 2,802.39 900,000.00
ATLANTA GA 30327 5 04/01/98 00
0001382977 05 05/01/98 0
0001382977 O 04/01/13
0
2641507 387/387 F 298,000.00 ZZ
180 295,708.57 1
16636 WEST THOROUGHBRED 7.000 2,678.51 43
6.750 2,678.51 700,000.00
WADSWORTH IL 60083 5 04/06/98 00
0001383140 03 05/01/98 0
0001383140 O 04/01/13
0
2641508 387/387 F 115,000.00 ZZ
180 114,310.78 1
1730 NARROWS COURT 7.625 1,074.25 67
7.375 1,074.25 173,000.00
OXNARD CA 93035 2 03/24/98 00
0001384460 03 05/01/98 0
0001384460 O 04/01/13
0
2641509 387/387 F 89,800.00 ZZ
180 89,249.93 1
8200 MEADOWBROOK DRIVE 7.375 826.09 70
7.125 826.09 130,000.00
1
FORT WORTH TX 76120 2 03/31/98 00
0001388180 05 05/01/98 0
0001388180 O 04/01/13
0
2641510 387/387 F 290,000.00 ZZ
180 288,242.85 1
3224 EAST 7TH AVENUE 7.500 2,688.34 85
7.250 2,688.34 345,000.00
DENVER CO 80206 2 04/06/98 04
0001389584 05 05/01/98 25
0001389584 O 04/01/13
0
2641511 387/387 F 350,000.00 ZZ
180 348,942.96 1
3445 BLANDFORD WAY 7.500 3,244.54 75
7.250 3,244.54 470,000.00
DAVIDSONVILLE MD 21035 2 04/06/98 00
0001390442 05 06/01/98 0
0001390442 O 05/01/13
0
2641512 387/387 F 284,000.00 ZZ
180 282,222.12 1
8207 WEST PARK AVENUE 7.125 2,572.56 75
6.875 2,572.56 380,000.00
NILES IL 60714 5 04/06/98 00
0001393123 05 05/01/98 0
0001393123 O 04/01/13
0
2641513 387/387 F 570,000.00 ZZ
180 568,259.56 1
2980 AMOROSO COURT 7.375 5,243.56 64
7.125 5,243.56 900,000.00
PLEASANTON CA 94566 2 04/14/98 00
0001394394 05 06/01/98 0
0001394394 O 05/01/13
0
2641514 387/387 F 325,500.00 ZZ
180 324,473.06 1
11305 QUIVAS WAY 7.000 2,925.69 75
6.750 2,925.69 437,000.00
WESTMINSTER CO 80234 5 04/15/98 00
0001397181 03 06/01/98 0
0001397181 O 05/01/13
0
1
2641669 387/387 F 1,280,000.00 ZZ
180 1,229,207.25 1
18500 TWIN CREEKS ROAD 7.125 11,594.64 26
6.875 11,594.64 5,000,000.00
MONTE SERENO CA 95030 2 03/13/98 00
0001307362 05 05/01/98 0
0001307362 O 04/01/13
0
2641670 387/387 F 1,050,000.00 ZZ
180 1,043,355.28 1
611 RIDGE ROAD 7.000 9,437.70 50
6.750 9,437.70 2,100,000.00
TIBURON CA 94920 2 03/24/98 00
0001326487 05 05/01/98 0
0001326487 O 04/01/13
0
2641671 387/387 F 390,000.00 ZZ
180 383,186.04 1
1840 WHITE OAK DRIVE 6.875 3,478.23 39
6.625 3,478.23 1,000,000.00
MENLO PARK CA 94025 2 03/05/98 00
0001335413 05 04/01/98 0
0001335413 O 03/01/13
0
2641672 387/387 F 406,000.00 ZZ
180 403,374.68 1
11 KEITH DRIVE 6.750 3,592.73 60
6.500 3,592.73 678,000.00
ORINDA CA 94563 2 03/13/98 00
0001340207 05 05/01/98 0
0001340207 O 04/01/13
0
2641673 387/387 F 440,000.00 ZZ
180 436,885.77 1
450 JEROME AVENUE 6.625 3,863.17 56
6.375 3,863.17 795,000.00
PIEDMONT CA 94610 5 03/09/98 00
0001345438 05 05/01/98 0
0001345438 O 04/01/13
0
2641674 387/387 F 850,000.00 ZZ
180 844,793.27 1
1
11565 ARROYO OAKS DRIVE 7.375 7,819.35 53
7.125 7,819.35 1,625,000.00
LOS ALTOS CA 94024 2 03/24/98 00
0001368778 05 05/01/98 0
0001368778 O 04/01/13
0
2642077 696/G01 F 375,000.00 ZZ
180 375,000.00 1
41 JERICO COURT 7.125 3,396.87 52
6.875 3,396.87 730,000.00
BETHANY BEACH DE 19930 2 05/08/98 00
0430781146 03 07/01/98 0
2378151 O 06/01/13
0
2642468 696/G01 F 336,000.00 ZZ
180 336,000.00 1
1353 SNOW MEADOW LANE 7.250 3,067.22 80
7.000 3,067.22 420,000.00
MCLEAN VA 22102 2 05/11/98 00
0430785758 05 07/01/98 0
2378160 O 06/01/13
0
2643283 696/G01 F 337,500.00 ZZ
180 337,500.00 1
3102 WHITE DAISY PLACE 6.875 3,010.01 75
6.625 3,010.01 450,000.00
FAIRFAX VA 22031 2 05/11/98 00
0430788026 03 07/01/98 0
2318040 O 06/01/13
0
2644970 696/G01 F 363,000.00 ZZ
180 363,000.00 1
15012 CLOVER HILL ROAD 6.375 3,137.23 64
6.125 3,137.23 576,000.00
WATERFORD VA 20197 2 05/12/98 00
0430793133 05 07/01/98 0
5018073 O 06/01/13
0
2647188 696/G01 F 369,000.00 ZZ
180 369,000.00 1
505 FORTRESS CIRCLE, S.E. 7.125 3,342.52 80
6.875 3,342.52 462,000.00
LEESBURG VA 20175 2 05/19/98 00
0430804500 03 07/01/98 0
1
5018089 O 06/01/13
0
2647554 696/G01 F 323,200.00 ZZ
180 323,200.00 1
500 4TH STREET, SE 7.250 2,950.37 80
7.000 2,950.37 404,000.00
WASHINGTON DC 20003 1 05/26/98 00
0430814202 05 07/01/98 0
3128115 O 06/01/13
0
2647999 696/G01 F 400,000.00 ZZ
180 400,000.00 1
20700 BEAVERDAM BRIDGE ROAD 7.500 3,708.05 46
7.250 3,708.05 875,000.00
PURCELLVILLE VA 20132 2 05/19/98 00
0430814657 05 07/01/98 0
2328096 O 06/01/13
0
2648642 696/G01 F 440,000.00 ZZ
180 440,000.00 1
1355 WINDY HILL ROAD 7.375 4,047.66 80
7.125 4,047.66 550,000.00
MCLEAN VA 22102 1 05/29/98 00
0430817635 05 07/01/98 0
2328103 O 06/01/13
0
TOTAL NUMBER OF LOANS : 1,168
TOTAL ORIGINAL BALANCE : 345,864,546.49
TOTAL PRINCIPAL BALANCE : 344,138,617.22
TOTAL ORIGINAL P+I : 3,146,524.95
TOTAL CURRENT P+I : 3,146,524.95
***************************
* END OF REPORT *
***************************
1
RUN ON : 06/25/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 14.34.59 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1998-S14 CUTOFF : 06/01/98
POOL : 0004310
:
:
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
------------------------------------------------------------------------------
1652775 .2500
238,277.37 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1654292 .2500
277,393.01 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
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1
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1
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1
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1
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1
1751456 .2500
234,266.60 .0800
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251,204.95 .0800
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6.7500 .0000
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6.5000 .1700
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1
1751551 .2500
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1
1751850 .2500
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1
1752301 .2500
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92,000.00 .0800
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1752380 .2500
92,000.00 .0800
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6.5000 .2950
1752398 .2500
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6.6250 .0000
6.5450 .0000
6.5000 .0450
1752429 .2500
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7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
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90,000.00 .0800
8.3750 .0000
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6.5000 1.5450
1
1752576 .2500
146,571.15 .0800
7.5000 .0000
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1752706 .2500
235,295.37 .0800
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6.5000 .7950
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6.7500 .0000
6.6700 .0000
6.5000 .1700
1752828 .2500
71,050.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1752936 .2500
94,205.08 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1752938 .2500
238,270.23 .0800
7.3750 .0000
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6.5000 .5450
1753027 .2500
225,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1753028 .2500
131,200.00 .0800
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7.5000 .0000
7.4200 .0000
6.5000 .9200
1
1753707 .2500
266,250.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1753723 .2500
216,000.00 .0800
7.7500 .0000
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6.5000 .9200
1753735 .2500
190,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1754244 .2500
270,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1754273 .2500
308,400.00 .0800
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6.7500 .0000
6.6700 .0000
6.5000 .1700
1754301 .2500
255,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1754321 .2500
280,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1754373 .2500
266,500.00 .0800
6.8750 .0000
6.6250 .0000
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6.5000 .0450
1
1754577 .2500
275,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1754589 .2500
260,000.00 .0300
6.6250 .0000
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6.3450 .0000
6.3450 .0000
1754734 .2500
483,930.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1754898 .2500
75,000.00 .0800
7.6250 .0000
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7.2950 .0000
6.5000 .7950
1754915 .2500
40,000.00 .0800
7.8750 .0000
7.6250 .0000
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6.5000 1.0450
1754924 .2500
62,400.00 .0800
7.5000 .0000
7.2500 .0000
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6.5000 .6700
1754944 .2500
70,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1754946 .2500
650,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
1754947 .2500
140,800.00 .0800
7.3750 .0000
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6.5000 .5450
1754955 .2500
160,000.00 .0800
6.8750 .0000
6.6250 .0000
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6.5000 .0450
1755657 .2500
275,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1755748 .2500
297,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1755752 .2500
265,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1755755 .2500
620,500.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1755759 .2500
390,803.07 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1755760 .2500
236,000.00 .0800
6.8750 .0000
6.6250 .0000
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6.5000 .0450
1
1756033 .2500
320,502.88 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1756037 .2500
965,700.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1756095 .2500
275,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1756147 .2500
248,800.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1756224 .2500
118,150.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1756243 .2500
292,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1756247 .2500
320,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1756254 .2500
300,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1
1756256 .2500
320,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1756486 .2500
294,048.89 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1757021 .2500
136,800.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1757620 .2500
260,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1757639 .2500
104,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1758278 .2500
160,600.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1758563 .2500
282,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1758703 .2500
140,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
1758917 .2500
445,000.00 .0800
6.8750 .0000
6.6250 .0000
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6.5000 .0450
2614935 .2500
342,769.12 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2633965 .2500
797,476.04 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2636275 .2500
996,845.05 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2637519 .2500
120,200.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2638885 .2500
294,415.44 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2641501 .2500
348,279.68 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2641502 .2500
74,520.23 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
2641503 .2500
270,278.71 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2641504 .2500
281,328.86 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2641505 .2500
243,836.15 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2641506 .2500
298,202.03 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2641507 .2500
295,708.57 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2641508 .2500
114,310.78 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2641509 .2500
89,249.93 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2641510 .2500
288,242.85 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1
2641511 .2500
348,942.96 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2641512 .2500
282,222.12 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2641513 .2500
568,259.56 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2641514 .2500
324,473.06 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2641669 .2500
1,229,207.25 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2641670 .2500
1,043,355.28 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2641671 .2500
383,186.04 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2641672 .2500
403,374.68 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
2641673 .2500
436,885.77 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2641674 .2500
844,793.27 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2642077 .2500
375,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2642468 .2500
336,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2643283 .2500
337,500.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2644970 .2500
363,000.00 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
2647188 .2500
369,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2647554 .2500
323,200.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
2647999 .2500
400,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2648642 .2500
440,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
TOTAL NUMBER OF LOANS: 1168
TOTAL BALANCE........: 344,138,617.22
1
RUN ON : 06/25/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 14.34.59 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1998-S14 FIXED SUMMARY REPORT CUTOFF : 06/01/98
POOL : 0004310
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
------------------------------------------------------------------------------
CURR NOTE RATE 7.1289 6.2500 8.7500
RFC NET RATE 6.8789 6.0000 8.5000
NET MTG RATE(INVSTR RATE) 6.8045 5.9700 8.4200
POST STRIP RATE 6.4871 5.9700 6.5000
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0744 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .3174 .0000 1.9200
TOTAL NUMBER OF LOANS: 1168
TOTAL BALANCE........: 344,138,617.22
***************************
* 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:
<PAGE>
(1) Each party is duly organized, validly existing, and in good standing
under the laws of its jurisdiction of organization, is qualified, if
necessary, to do business and in good standing in each jurisdiction in
which it is required to be so qualified, and has the requisite power
and authority to enter into this Contract and all other agreements
which are contemplated by this Contract and to carry out its
obligations hereunder and under the Guides and under such other
agreements.
(2) This Contract has been duly authorized, executed and delivered by each
party and constitutes a valid and legally binding agreement of each
party enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation pending or threatened,
and no basis therefor is known to either party, that could affect the
validity or prospective validity of this Contract.
(4) Insofar as its capacity to carry out any obligation under this
Contract is concerned, neither party is in violation of any charter,
articles of incorporation, bylaws, mortgage, indenture, indebtedness,
agreement, instrument, judgment, decree, order, statute, rule or
regulation and none of the foregoing adversely affects its capacity to
fulfill any of its obligations under this Contract. Its execution of,
and performance pursuant to, this Contract will not result in a
violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants
made by the Seller/Servicer pursuant to subparagraph (a) of
this paragraph 3, the Seller/Servicer makes the
representations, warranties and covenants set forth in the
Guides and, upon request, agrees to deliver to Residential
Funding the certified Resolution of Board of Directors which
authorizes the execution and delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall
occur, Residential Funding may, at its option, exercise one or more of those
remedies set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
G-2
<PAGE>
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part,
by the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment
or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any state or
federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard or determined in such
state or federal court. Each of the parties irrevocably waives the defense of an
inconvenient forum to the maintenance of any such action or proceeding and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in any such forum. Each of the
parties agrees that a final judgment in any such action or proceeding
G-3
<PAGE>
shall be conclusive and may be enforced in any other jurisdiction by suit on the
judgment or in any other manner provided by law. Each of the parties further
agrees not to institute any legal actions or proceedings against the other party
or any director, officer, employee, attorney, agent or property of the other
party, arising out of or relating to this Contract in any court other than as
hereinabove specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference
herein, constitutes the entire understanding between the parties hereto and
supersedes all other agreements, covenants, representations, warranties,
understandings and communications between the parties, whether written or oral,
with respect to the transactions contemplated by this Contract. All paragraph
headings contained herein are for convenience only and shall not be construed as
part of this Contract. Any provision of this Contract that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining portions hereof or affecting the validity or enforceability of such
provision in any other jurisdiction, and, to this end, the provisions hereof are
severable. This Contract shall be governed by, and construed and enforced in
accordance with, applicable federal laws and the laws of the State of Minnesota.
G-4
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
G-5
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (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-S14,
Class R (the "Owner")), a [savings institution] [corporation] duly organized and
existing under the laws of [the State of __________________] [the United
States], on behalf of which he makes this affidavit and
agreement.
2. That the Owner (i) is not and will not be a "disqualified
organization" as of [date of transfer] within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code"), (ii) will
endeavor to remain other than a disqualified organization for so long as it
retains its ownership interest in the Class R Certificates, and (iii) is
acquiring the Class R Certificates for its own account or for the account of
another Owner from which it has received an affidavit and agreement in
substantially the same form as this affidavit and agreement. (For this purpose,
a "disqualified organization" means the United States, any state or political
subdivision thereof, any agency or instrumentality of any of the foregoing
(other than an instrumentality all of the activities of which are subject to tax
and, except for the Federal Home Loan Mortgage Corporation, a majority of whose
board of directors is not selected by any such governmental entity) or any
foreign government, international organization or any agency or instrumentality
of such foreign government or organization, any rural electric or telephone
cooperative, or any organization (other than certain farmers' cooperatives) that
is generally exempt from federal income tax unless such organization is subject
to the tax on unrelated business taxable income).
3. That the Owner is aware (i) of the tax that would be
imposed on transfers of Class R Certificates to disqualified organizations under
the Code, that applies to all transfers of Class R Certificates after March 31,
1988; (ii) that such tax would be on the transferor, or, if such transfer is
through an agent (which person includes a broker, nominee or middleman) for a
disqualified organization, on the agent; (iii) that the person otherwise liable
for the tax shall be relieved of liability for the tax if the transferee
furnishes to such person an affidavit that the transferee is not a disqualified
organization and, at the time of transfer, such person does not have actual
knowledge that the affidavit is false; and (iv) that the Class R Certificates
may be "noneconomic residual interests" within the meaning of Treasury
regulations promulgated pursuant to the Code and that the transferor of a
noneconomic residual interest will remain liable for any taxes due with respect
to the income on such residual interest, unless no significant purpose of the
transfer was to impede the assessment or collection of tax.
4. 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
<PAGE>
disqualified organization is the record holder of an interest in such entity.
(For this purpose, a "pass through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register
the transfer of any Class R Certificates unless the transferee, or the
transferee's agent, delivers to it an affidavit and agreement, among other
things, in substantially the same form as this affidavit and agreement. The
Owner expressly agrees that it will not consummate any such transfer if it knows
or believes that any of the representations contained in such affidavit and
agreement are false.
6. That the Owner has reviewed the restrictions set forth on
the face of the Class R Certificates and the provisions of Section 5.02(f) of
the Pooling and Servicing Agreement under which the Class R Certificates were
issued (in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which
authorize the Trustee to deliver payments to a person other than the Owner and
negotiate a mandatory sale by the Trustee in the event the Owner holds such
Certificates in violation of Section 5.02(f)). The Owner expressly agrees to be
bound by and to comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is __________.
9. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of
any of the Class R Certificates by the Owner is or will be to impede the
assessment or collection of any tax.
11. That the Owner has no present knowledge or expectation
that it will be unable to pay any United States taxes owed by it so long as any
of the Certificates remain outstanding. In this regard, the Owner hereby
represents to and for the benefit of the person from whom it acquired the Class
R 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.
12. That the Owner has no present knowledge or expectation
that it will become insolvent or subject to a bankruptcy proceeding for so long
as any of the Class R Certificates remain outstanding.
13. 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 or
trust whose income from sources without the
I-1-2
<PAGE>
United States is includible in gross income for United States federal income tax
purposes regardless of its connection with the conduct of a trade or business
within the United States.
14. The Owner hereby certifies, represents and warrants to,
and covenants with the Company, the Trustee and the Master Servicer that the
following statements in (a) or (b) are accurate: (a) The Certificates (i) are
not being acquired by, and will not be transferred to, any employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and bank collective
investment funds and insurance company general or separate accounts in which
such plans, accounts or arrangements are invested, that is subject to Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code")
(any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets"
of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29
C.F.R. ss. 2510.3-101 or otherwise under ERISA, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under
ERISA; or
(b) The purchase of Certificates is permissible under
applicable law, will not constitute or result in any prohibited transaction
under ERISA or Section 4975 of the Code, will not subject the Company, the
Trustee or the Master Servicer to any obligation in addition to those undertaken
in the Pooling and Servicing Agreement and, with respect to each source of funds
("Source") being used by the Purchaser to acquire the Certificates, each of the
following statements are accurate: (a) the Purchaser is an insurance company;
(b) the Source is assets of the Purchaser's "general account;" (c) the
conditions set forth in Sections I and III of Prohibited Transaction Class
Exemption ("PTCE") 95-60 issued by the DOL have been satisfied and the purchase,
holding and transfer of Certificates by or on behalf of the Purchaser are exempt
under PTCE 95-60; and (d) the amount of reserves and liabilities for such
general account contracts held by or on behalf of any Plan do not exceed 10% of
the total reserves and liabilities of such general account plus surplus as of
the date hereof (for purposes of this clause, all Plans maintained by the same
employer (or affiliate thereof) or employee organization are deemed to be a
single Plan) in connection with its purchase and holding of such Certificates;
or
(c) The Owner will provide the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer to
the effect that the purchase of Certificates is permissible under applicable
law, will not constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Owner will not transfer such Certificates to any Plan or person unless either
such Plan or person meets the requirements set forth in either (a), (b) or (c)
above.
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
I-1-3
<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-1-4
<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 North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S14
Re: Mortgage Pass-Through Certificates, Series 1998-S14, 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-S14, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
June 1, 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.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the
form attached to the Pooling and Servicing Agreement as Exhibit I-1. The
Seller does not know or believe that any representation contained therein
is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated
by Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the
<PAGE>
Purchaser has historically paid its debts as they become due and has found
no significant evidence to indicate that the Purchaser will not continue to
pay its debts as they become due in the future. The Seller understands that
the transfer of a Class R Certificate may not be respected for United
States income tax purposes (and the Seller may continue to be liable for
United States income taxes associated therewith) unless the Seller has
conducted such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee is
not both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
I-2-2
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1998-S14
Re: Mortgage Pass-Through Certificates, Series 1998-S14, [Class B- ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S14, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of June 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.
<PAGE>
2. The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with any
distribution thereof in any manner that would violate the Act or any
applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated institutional
investor having such knowledge and experience in financial and business
matters, and, in particular, in such matters related to securities similar
to the Certificates, such that it is capable of evaluating the merits and
risks of investment in the Certificates, (b) able to bear the economic
risks of such an investment and (c) an "accredited investor" within the
meaning of Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an opportunity
to review (a) [a copy of the Private Placement Memorandum, dated
___________________, 19__, relating to the Certificates (b)] a copy of the
Pooling and Servicing Agreement and [b] [c] such other information
concerning the Certificates, the Mortgage Loans and the Company as has been
requested by the Purchaser from the Company or the Seller and is relevant
to the Purchaser's decision to purchase the Certificates. The Purchaser has
had any questions arising from such review answered by the Company or the
Seller to the satisfaction of the Purchaser. [If the Purchaser did not
purchase the Certificates from the Seller in connection with the initial
distribution of the Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum") relating to the original
sale (the "Original Sale") of the Certificates by the Company, the
Purchaser acknowledges that such Memorandum was provided to it by the
Seller, that the Memorandum was prepared by the Company solely for use in
connection with the Original Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates by the Purchaser
from the Seller, and the Purchaser agrees that it will look solely to the
Seller and not to the Company with respect to any damage, liability, claim
or expense arising out of, resulting from or in connection with (a) error
or omission, or alleged error or omission, contained in the Memorandum, or
(b) any information, development or event arising after the date of the
Memorandum.]
5. The Purchaser has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any Certificate or any other
similar security to any person in any manner, (b) solicit any offer to buy
or to accept a pledge, disposition of other transfer of any Certificate,
any interest in any Certificate or any other similar security from any
person in any manner, (c) otherwise approach or negotiate with respect to
any Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general solicitation
by means of general advertising or in any other manner or (e) take any
other action, that (as to any of (a) through (e) above) would constitute a
distribution of any Certificate under the Act, that would render the
disposition of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or qualification
pursuant thereto. The Purchaser
J-2
<PAGE>
will not sell or otherwise transfer any of the Certificates, except in
compliance with the provisions of the Pooling and Servicing Agreement.
6. The Purchaser hereby certifies, represents and warrants to, and
covenants with the Company, the Trustee and the Master Servicer that the
following statements in (a) or (b) are correct:
(a) The Purchaser is not an employee benefit or other
plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code") (a "Plan"), or any other person
(including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf
of or purchasing any Certificate with "plan assets" of any
Plan within the meaning of the Department of Labor ("DOL")
regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company; the source
of the funds being used by the Purchaser to acquire the
Certificates is assets of the Purchaser's "general account";
the conditions set forth in Sections 1 and 3 of the Prohibited
Transaction Class Exemption ("PTCE") 95-60 issued by the DOL
have been satisfied and the purchase, holding and transfer of
Certificates by or on behalf of the Purchaser are exempt under
PTCE 95-60; and the amount of reserves and liabilities for
such general account contracts held by or on behalf of any
Plan do not exceed 10% of the total reserves and liabilities
of such general account plus surplus as of the date hereof
(for purposes of this clause, all Plans maintained by the same
employer (or affiliate thereof) or employee organization are
deemed to be a single Plan) in connection with its purchase
and holding of such Certificates; or
(c) has provided the Trustee, the Company and the
Master Servicer with an opinion of counsel acceptable to and
in form and substance satisfactory to the Trustee, the Company
and the Master Servicer to the effect that the purchase of
Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction
under ERISA or Section 4975 of the Code and will not subject
the Trustee, the Company or the Master Servicer to any
obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.
J-3
<PAGE>
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless
either such Plan or person meets the requirements set forth in either (a), (b)
or (c) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-4
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1998-S14
Re: Mortgage Pass-Through Certificates, Series 1998-S14, [Class ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S14, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of June 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. ss.2510.3-101; or
J-2-1
<PAGE>
(b) The Purchaser is an insurance company;
the source of the funds being used by the Purchaser to acquire
the Certificates is assets of the Purchaser's "general
account"; the conditions set forth in Prohibited Transaction
Class Exemption ("PTCE") 95-60 issued by the DOL have been
satisfied and the purchase, holding and transfer of
Certificates by or on behalf of the Purchaser are exempt under
PTCE 95-60; and the amount of reserves and liabilities for
such general account contracts held by or on behalf of any
Plan do not exceed 10% of the total reserves and liabilities
of such general account plus surplus as of the date hereof
(for purposes of this clause, all Plans maintained by the same
employer (or affiliate thereof) or employee organization are
deemed to be a single Plan) in connection with its purchase
and holding of such Certificates; or
(c) has provided the Trustee, the Company
and the Master Servicer with an opinion of counsel acceptable
to and in form and substance satisfactory to the Trustee, the
Company and the Master Servicer to the effect that the
purchase of Certificates is permissible under applicable law,
will not constitute or result in any non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will
not subject the Trustee, the Company or the Master Servicer to
any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in the Pooling and Servicing
Agreement.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either (a), (b) or (c)
above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-2-2
<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 North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S14
Re: Mortgage Pass-Through Certificates, Series 1998-S14, [Class B-]
Ladies and Gentlemen:
In connection with the sale by____________(the "Seller") to_______________
(the "Purchaser") of $______________Initial Certificate Principal Balance of
Mortgage Pass-Through Certificates, Series 1998-S14, Class __ (the
"Certificates"), issued pursuant to the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement"), dated as of June 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
<PAGE>
respect to any Certificate. The Seller has not and will not sell or otherwise
transfer any of the Certificates, except in compliance with the provisions of
the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
K-2
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
===============================================
===============================================
The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the
Seller hereby certifies the following facts: Neither the Seller nor anyone
acting on its behalf has offered, transferred, pledged, sold or otherwise
disposed of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security to, or solicited any offer to buy
or accept a transfer, pledge or other disposition of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the Rule
144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant
thereto, and that the Seller has not offered the Rule 144A Securities to
any person other than the Buyer or another "qualified institutional buyer"
as defined in Rule 144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of June 1, 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
<PAGE>
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.
L-2
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
L-3
<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.
L-4
<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.
L-5
<PAGE>
4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Buyer, the Buyer used
the cost of such securities to the Buyer and did not include any of the
securities referred to in the preceding paragraph. Further, in determining
such aggregate amount, the Buyer may have included securities owned by
subsidiaries of the Buyer, but only if such subsidiaries are consolidated
with the Buyer in its financial statements prepared in accordance with
generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Buyer's direction. However, such
securities were not included if the Buyer is a majority-owned, consolidated
subsidiary of another enterprise and the Buyer is not itself a reporting
company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the
Certificates are relying and will continue to rely on the statements made
herein because one or more sales to the Buyer may be in reliance on Rule
144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for
the account of a third party (including any separate account) in reliance
on Rule 144A, the Buyer will only purchase for the account of a third party
that at the time is a "qualified institutional buyer" within the meaning of
Rule 144A. In addition, the Buyer agrees that the Buyer will not purchase
securities for a third party unless the Buyer has obtained a current
representation letter from such third party or taken other appropriate
steps contemplated by Rule 144A to conclude that such third party
independently meets the definition of "qualified institutional buyer" set
forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Buyer's purchase of Rule 144A
Securities will constitute a reaffirmation of this certification as of the
date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-6
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is
a "qualified institutional buyer" as that term is defined in Rule 144A
under the Securities Act of 1933 ("Rule 144A") because Buyer is part of a
Family of Investment Companies (as defined below), is such an officer of
the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is
an investment company registered under the Investment Company Act of 1940,
and (ii) as marked below, the Buyer alone, or the Buyer's Family of
Investment Companies, owned at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year. For purposes of determining the amount of
securities owned by the Buyer or the Buyer's Family of Investment
Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than
the excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned
in the aggregate $______________ in securities (other than the
excluded securities referred to below) as of the end of the
Buyer's most recent fiscal year (such amount being calculated in
accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by
virtue of being majority owned subsidiaries of the same parent or because
one investment adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase
agreements, (v) securities owned but subject to a repurchase agreement and
(vi) currency, interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will
continue to rely on the statements
L-7
<PAGE>
made herein because one or more sales to the Buyer will be in reliance on
Rule 144A. In addition, the Buyer will only purchase for the Buyer's own
account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions
herein. Until such notice, the Buyer's purchase of Rule 144A Securities
will constitute a reaffirmation of this certification by the undersigned as
of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-8
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty.
(a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether it or any Subservicer
will be entitled to any reimbursement pursuant to Section 4.02(a) on such
Distribution Date for Advances or Subservicer Advances previously made,
(which will not be Advances or Subservicer Advances that were made with
respect to delinquencies which were subsequently determined to be Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses) and, if so, the Master Servicer shall demand payment
from Residential Funding of an amount equal to the amount of any Advances
or Subservicer Advances reimbursed pursuant to Section 4.02(a), to the
extent such Advances or Subservicer Advances have not been included in the
amount of the Realized Loss in the related Mortgage Loan, and shall
distribute the same to the Class B Certificateholders in the same manner as
if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination
Date, the Master Servicer shall determine whether any Realized Losses
(other than Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess
Fraud Losses and Extraordinary Losses) will be allocated to the Class B
Certificates on such Distribution Date pursuant to Section 4.05, and, if
so, the Master Servicer shall demand payment from Residential Funding of
the amount of such Realized Loss and shall distribute the same to the Class
B Certificateholders in the same manner as if such amount were to be
distributed pursuant to Section 4.02(a); provided, however, that the amount
of such demand in respect of any Distribution Date shall in no event be
greater than the sum of (i) the additional amount of Accrued Certificate
Interest that would have been paid for the Class B Certificateholders on
such Distribution Date had such Realized Loss or Losses not occurred plus
(ii) the amount of the reduction in the Certificate Principal Balances of
the Class B Certificates on such Distribution Date due to such Realized
Loss or Losses. Notwithstanding such payment, such Realized Losses shall be
deemed to have been borne by the Certificateholders for purposes of Section
4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses allocated to the Class B Certificates will
not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior
to the later of the third Business Day prior to each Distribution Date or
the related Determination Date by the Master Servicer with written notice
thereof to the Trustee. The maximum amount that Residential Funding shall
be required to pay pursuant to this Section on any Distribution Date (the
"Amount Available") shall be equal to the lesser of (X) minus the sum of
(i) all previous payments made under subsections (a) and (b) hereof and
(ii) all draws under the
<PAGE>
Limited Guaranty made in lieu of such payments as described below in
subsection (d) and (Y) the then outstanding Certificate Principal Balances
of the Class B Certificates, or such lower amount as may be established
pursuant to Section 12.02. Residential Funding's obligations as described
in this Section are referred to herein as the "Subordinate Certificate Loss
Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments
hereunder and shall demand payment pursuant to the limited guaranty (the
"Limited Guaranty"), executed by General Motors Acceptance Corporation, of
Residential Funding's obligation to make payments pursuant to this Section,
in an amount equal to the lesser of (i) the Amount Available and (ii) such
required payments, by delivering to General Motors Acceptance Corporation a
written demand for payment by wire transfer, not later than the second
Business Day prior to the Distribution Date for such month, with a copy to
the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section
or amounts paid under the Limited Guaranty shall be deposited directly in
the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy
or similar instrument or a reserve fund; provided that (i) the Company
obtains (subject to the provisions of Section 10.01(f) as if the Company
was substituted for the Master Servicer solely for the purposes of such
provision) an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that obtaining such substitute corporate
guaranty, irrevocable letter of credit, surety bond, insurance policy or
similar instrument or reserve fund will not cause either (a) any federal
tax to be imposed on the Trust Fund, including without limitation, any
federal tax imposed on "prohibited transactions" under Section 860(F)(a)(1)
of the Code or on "contributions after the startup date" under Section
860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less
than the then current Amount Available and contains provisions that are in
all material respects equivalent to the original Limited Guaranty or
Subordinate Certificate Loss Obligation (including that no portion of the
fees, reimbursements or other obligations under any such instrument will be
borne by the Trust Fund), (B) the long term debt obligations of any obligor
of any substitute Limited Guaranty or Subordinate Certificate Loss
Obligation (if not supported by the Limited Guaranty) shall be rated at
least the lesser of (a) the rating of the long term debt obligations of
General Motors Acceptance Corporation as of the date of issuance of the
Limited Guaranty and (b) the rating of the long term debt obligations of
General Motors Acceptance Corporation at the date of such substitution and
(C) the Company obtains written confirmation from each nationally
recognized credit rating agency that rated the Class B Certificates at the
request of the Company that such substitution shall not lower the rating on
the Class B Certificates below the lesser of (a) the then-current rating
assigned to the Class B Certificates by such rating agency and (b) the
original rating assigned to the Class B Certificates by such rating agency.
Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written
Opinion of Counsel to the substitute guarantor or obligor,
M-2
<PAGE>
addressed to the Master Servicer and the Trustee, that such substitute
instrument constitutes a legal, valid and binding obligation of the
substitute guarantor or obligor, enforceable in accordance with its terms,
and concerning such other matters as the Master Servicer and the Trustee
shall reasonably request. Neither the Company, the Master Servicer nor the
Trustee shall be obligated to substitute for or replace the Limited
Guaranty or Subordinate Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this
Article XII may be amended, superseded or deleted, (ii) the Limited
Guaranty or Subordinate Certificate Loss Obligation may be amended, reduced
or canceled, and (iii) any other provision of this Agreement which is
related or incidental to the matters described in this Article XII may be
amended in any manner; in each case by written instrument executed or
consented to by the Company and Residential Funding but without the consent
of any Certificateholder and without the consent of the Master Servicer or
the Trustee being required unless any such amendment would impose any
additional obligation on, or otherwise adversely affect the interests of,
the Master Servicer or the Trustee, as applicable; provided that the
Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the
Company to the effect that such amendment, reduction, deletion or
cancellation will not lower the rating on the Class B Certificates below
the lesser of (a) the then-current rating assigned to the Class B
Certificates by such rating agency and (b) the original rating assigned to
the Class B Certificates by such rating agency, unless (A) the Holder of
100% of the Class B Certificates is Residential Funding or an Affiliate of
Residential Funding, or (B) such amendment, reduction, deletion or
cancellation is made in accordance with Section 11.01(e) and, provided
further that the Company obtains (subject to the provisions of Section
10.01(f) as if the Company was substituted for the Master Servicer solely
for the purposes of such provision), in the case of a material amendment or
supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect
that any such amendment or supersession will not cause either (a) any
federal tax to be imposed on the Trust Fund, including without limitation,
any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as
a REMIC at any time that any Certificate is outstanding. A copy of any such
instrument shall be provided to the Trustee and the Master Servicer
together with an Opinion of Counsel that such amendment complies with this
Section 12.02.
M-3
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1998-S14
, 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S14
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of June 1, 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-S14 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement, Residential
Funding agrees to make payments to the Holders of the Class B Certificates with
respect to certain losses on the Mortgage Loans as described in the Servicing
Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to the
ability of Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in
the Certificate Account on behalf of Residential Funding (or otherwise
provide to Residential Funding, or to cause to be made available to
Residential Funding), either directly or through a subsidiary, in any case
prior to the related Distribution Date, such moneys as may be required by
Residential Funding to perform its Subordinate Certificate Loss Obligation
when and as the
<PAGE>
same arises from time to time upon the demand of the Trustee in accordance
with Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their
interest in Residential Funding, by any insolvency, bankruptcy, dissolution
or other proceeding affecting Residential Funding or any other person, by
any defense or right of counterclaim, set-off or recoupment that GMAC may
have against Residential Funding or any other person or by any other fact
or circumstance. Notwithstanding the foregoing, GMAC's obligations under
clause (a) shall terminate upon the earlier of (x) substitution for this
Limited Guaranty pursuant to Section 12.01(f) of the Servicing Agreement,
or (y) the termination of the Trust Fund pursuant to the Servicing
Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or
enforcing any rights or in making any claims or demands hereunder. Any
defective or partial exercise of any such rights shall not preclude any
other or further exercise of that or any other such right. GMAC further
waives demand, presentment, notice of default, protest, notice of
acceptance and any other notices with respect to this Limited Guaranty,
including, without limitation, those of action or nonaction on the part of
Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty may
be modified, amended or terminated only by the written agreement of GMAC
and the Trustee and only if such modification, amendment or termination is
permitted under Section 12.02 of the Servicing Agreement. The obligations
of GMAC under this Limited Guaranty shall continue and remain in effect so
long as the Servicing Agreement is not modified or amended in any way that
might affect the obligations of GMAC under this Limited Guaranty without
the prior written consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the
guarantee herein set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws
of the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this
Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Company and the Trustee to rely on the covenants and
agreements set forth herein.
7. Definitions. Capitalized terms used but not otherwise defined
herein shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number
of counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
N-2
<PAGE>
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:
N-3
<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 North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S14
Re: Mortgage Pass-Through Certificates, Series 1998-S14 Assignment of
Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
_________________ (the "Trustee") to _______________________ (the "Lender") of
_______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
June 1, 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.
<PAGE>
Very truly yours,
(Lender)
By:
Name:
Title:
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1739174 291,017.15 5.970 8.1538461538% 23,729.09
1740325 249,158.52 5.970 8.1538461538% 20,316.00
1740430 286,044.29 6.095 6.2307692308% 17,822.76
1740543 358,092.68 6.095 6.2307692308% 22,311.93
1750752 460,000.00 6.095 6.2307692308% 28,661.54
2644970 363,000.00 6.095 6.2307692308% 22,617.69
1695832 400,000.00 6.220 4.3076923077% 17,230.77
1727625 450,510.92 6.220 4.3076923077% 19,406.62
1728490 293,031.44 6.220 4.3076923077% 12,622.89
1738264 248,348.34 6.220 4.3076923077% 10,698.08
1740401 249,176.40 6.220 4.3076923077% 10,733.75
1740402 300,998.18 6.220 4.3076923077% 12,966.08
1740415 428,583.40 6.220 4.3076923077% 18,462.05
1740421 294,292.77 6.220 4.3076923077% 12,677.23
1740422 343,863.43 6.220 4.3076923077% 14,812.58
1740440 285,057.80 6.220 4.3076923077% 12,279.41
1740445 365,333.25 6.220 4.3076923077% 15,737.43
1740482 996,705.59 6.220 4.3076923077% 42,935.01
1743209 419,311.32 6.220 4.3076923077% 18,062.64
1743712 253,000.00 6.220 4.3076923077% 10,898.46
1747212 298,017.99 6.220 4.3076923077% 12,837.70
1747266 278,253.58 6.220 4.3076923077% 11,986.31
1751412 575,000.00 6.220 4.3076923077% 24,769.23
1754321 280,000.00 6.220 4.3076923077% 12,061.54
2637519 120,200.00 6.220 4.3076923077% 5,177.85
1721509 312,941.07 6.345 2.3846153846% 7,462.44
1731723 308,989.67 6.345 2.3846153846% 7,368.22
1733833 275,000.00 6.345 2.3846153846% 6,557.69
1734233 299,719.98 6.345 2.3846153846% 7,147.17
1738151 498,370.45 6.345 2.3846153846% 11,884.22
1739263 280,084.18 6.345 2.3846153846% 6,678.93
1739451 303,981.77 6.345 2.3846153846% 7,248.80
1739985 358,826.72 6.345 2.3846153846% 8,556.64
1740242 259,294.06 6.345 2.3846153846% 6,183.17
1740544 248,786.52 6.345 2.3846153846% 5,932.60
1743278 255,816.93 6.345 2.3846153846% 6,100.25
1745024 140,000.00 6.345 2.3846153846% 3,338.46
1747170 317,411.69 6.345 2.3846153846% 7,569.05
1747262 592,112.12 6.345 2.3846153846% 14,119.60
1748234 258,000.00 6.345 2.3846153846% 6,152.31
1748255 326,681.82 6.345 2.3846153846% 7,790.10
1750404 288,676.39 6.345 2.3846153846% 6,883.82
1754589 260,000.00 6.345 2.3846153846% 6,200.00
2641673 436,885.77 6.345 2.3846153846% 10,418.05
1719422 243,057.48 6.470 0.4615384615% 1,121.80
1721499 92,318.83 6.470 0.4615384615% 426.09
1721506 236,235.89 6.470 0.4615384615% 1,090.32
1721515 304,021.29 6.470 0.4615384615% 1,403.18
1721519 546,443.51 6.470 0.4615384615% 2,522.05
1721523 84,450.35 6.470 0.4615384615% 389.77
1721561 262,152.06 6.470 0.4615384615% 1,209.93
1721569 337,105.97 6.470 0.4615384615% 1,555.87
1721591 164,880.47 6.470 0.4615384615% 760.99
1721735 387,478.13 6.470 0.4615384615% 1,788.36
1728831 266,637.56 6.470 0.4615384615% 1,230.63
1730275 338,903.81 6.470 0.4615384615% 1,564.17
1732390 410,073.61 6.470 0.4615384615% 1,892.65
1734096 298,060.10 6.470 0.4615384615% 1,375.66
1734199 342,769.12 6.470 0.4615384615% 1,582.01
1736453 448,549.15 6.470 0.4615384615% 2,070.23
1738145 303,019.87 6.470 0.4615384615% 1,398.55
1738479 317,971.51 6.470 0.4615384615% 1,467.56
1738484 797,420.72 6.470 0.4615384615% 3,680.40
1739171 379,017.06 6.470 0.4615384615% 1,749.31
1739176 340,498.64 6.470 0.4615384615% 1,571.53
1739926 300,000.00 6.470 0.4615384615% 1,384.62
1740199 501,876.67 6.470 0.4615384615% 2,316.35
1740336 186,397.10 6.470 0.4615384615% 860.29
1740386 230,284.36 6.470 0.4615384615% 1,062.85
1740389 243,415.75 6.470 0.4615384615% 1,123.46
1740391 435,720.20 6.470 0.4615384615% 2,011.02
1740398 253,351.13 6.470 0.4615384615% 1,169.31
1740404 296,032.77 6.470 0.4615384615% 1,366.31
1740406 427,219.46 6.470 0.4615384615% 1,971.78
1740429 280,339.36 6.470 0.4615384615% 1,293.87
1740432 252,556.22 6.470 0.4615384615% 1,165.64
1740436 398,710.36 6.470 0.4615384615% 1,840.20
1740439 317,722.32 6.470 0.4615384615% 1,466.41
1740447 309,000.53 6.470 0.4615384615% 1,426.16
1740469 473,468.56 6.470 0.4615384615% 2,185.24
1740529 249,792.04 6.470 0.4615384615% 1,152.89
1740556 461,993.16 6.470 0.4615384615% 2,132.28
1740557 362,577.23 6.470 0.4615384615% 1,673.43
1740929 259,000.00 6.470 0.4615384615% 1,195.38
1743791 335,009.42 6.470 0.4615384615% 1,546.20
1743999 300,000.00 6.470 0.4615384615% 1,384.62
1744049 502,375.06 6.470 0.4615384615% 2,318.65
1744124 231,252.01 6.470 0.4615384615% 1,067.32
1747169 303,023.58 6.470 0.4615384615% 1,398.57
1747180 250,242.03 6.470 0.4615384615% 1,154.96
1747182 316,887.40 6.470 0.4615384615% 1,462.56
1747183 244,210.58 6.470 0.4615384615% 1,127.13
1747184 344,813.12 6.470 0.4615384615% 1,591.45
1747199 237,665.55 6.470 0.4615384615% 1,096.92
1747200 317,930.76 6.470 0.4615384615% 1,467.37
1747210 298,235.35 6.470 0.4615384615% 1,376.47
1747250 288,068.24 6.470 0.4615384615% 1,329.55
1747258 305,968.26 6.470 0.4615384615% 1,412.16
1747649 149,516.38 6.470 0.4615384615% 690.08
1748219 378,774.84 6.470 0.4615384615% 1,748.19
1748227 340,285.27 6.470 0.4615384615% 1,570.55
1748233 300,000.00 6.470 0.4615384615% 1,384.62
1748457 350,000.00 6.470 0.4615384615% 1,615.38
1749525 112,700.00 6.470 0.4615384615% 520.15
1749787 257,517.06 6.470 0.4615384615% 1,188.54
1749880 443,565.28 6.470 0.4615384615% 2,047.22
1750204 338,903.81 6.470 0.4615384615% 1,564.17
1750259 239,226.22 6.470 0.4615384615% 1,104.12
1750364 414,658.78 6.470 0.4615384615% 1,913.81
1750367 486,533.44 6.470 0.4615384615% 2,245.54
1750371 262,152.06 6.470 0.4615384615% 1,209.93
1750816 117,800.00 6.470 0.4615384615% 543.69
1753735 190,000.00 6.470 0.4615384615% 876.92
1754577 275,000.00 6.470 0.4615384615% 1,269.23
1756486 294,048.89 6.470 0.4615384615% 1,357.15
2614935 342,769.12 6.470 0.4615384615% 1,582.01
2641672 403,374.68 6.470 0.4615384615% 1,861.73
$38,021,605.73 1.7939317884% $682,081.67
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[Date]
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Re: Residential Funding Mortgage Securities I, Inc. Mortgage
Pass-Through Certificates, Series 1998-S14
Residential Funding Corporation, as the Holder of a ____% Percentage
Interest of the [Class/Subclass] of Class A-__ Certificates, hereby requests the
Trustee to exchange the above-referenced Certificates for the Subclasses
referred to below:
1. Class A__ 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-__ 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-__
Certificates surrendered for exchange.
The capitalized terms used but not defined herein shall have the meanings
set forth in the Pooling and Servicing Agreement, dated as of June 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:
Q-1
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