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) February 23, 1998
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of February 1, 1998, providing for, inter alia,
the issuance of Mortgage Pass-Through Certificates, Series 1998-S4)
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
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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 February 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.
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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: February 26, 1998
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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: February 26, 1998
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EXHIBITS
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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 February 1, 1998
Mortgage Pass-Through Certificates
Series 1998-S4
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TABLE OF CONTENTS
Page
ARTICLE IDEFINITIONS
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..................................................6
Bankruptcy Loss..................................................6
Book-Entry Certificate...........................................6
Business Day.....................................................6
Buydown Funds....................................................6
Buydown Mortgage Loan............................................6
Cash Liquidation.................................................6
Certificate......................................................6
Certificate Account..............................................7
Certificate Account Deposit Date.................................7
Certificateholder or Holder......................................7
Certificate Owner................................................7
Certificate Principal Balance....................................7
Certificate Register and Certificate Registrar...................8
Class............................................................8
Class A Certificate..............................................8
Class A-5 Collection Shortfall...................................8
Class A-5 Principal Distribution Amount..........................8
Class B Certificate..............................................8
Class B Percentage...............................................9
Class B-1 Percentage.............................................9
Class B-1 Prepayment Distribution Trigger........................9
Class B-2 Percentage.............................................9
Class B-2 Prepayment Distribution Trigger........................9
Class B-3 Percentage.............................................9
Class B-3 Prepayment Distribution Trigger........................9
Class M Certificate.............................................10
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Page
Class M Percentage..............................................10
Class M-1 Percentage............................................10
Class M-2 Percentage............................................10
Class M-2 Prepayment Distribution Trigger.......................10
Class M-3 Percentage............................................10
Class M-3 Prepayment Distribution Trigger.......................10
Class R Certificate.............................................10
Closing Date....................................................11
Code............................................................11
Compensating Interest...........................................11
Cooperative.....................................................11
Cooperative Apartment...........................................11
Cooperative Lease...............................................11
Cooperative Loans...............................................11
Cooperative Stock...............................................11
Cooperative Stock Certificate...................................11
Corporate Trust Office..........................................12
Credit Support Depletion Date...................................12
Curtailment.....................................................12
Custodial Account...............................................12
Custodial Agreement.............................................12
Custodian.......................................................12
Cut-off Date....................................................12
Cut-off Date Principal Balance..................................12
DCR ............................................................12
Debt Service Reduction..........................................12
Defaulted Mortgage Loss.........................................12
Deficient Valuation.............................................12
Definitive Certificate..........................................13
Deleted Mortgage Loan...........................................13
Depository......................................................13
Depository Participant..........................................13
Destroyed Mortgage Note.........................................13
Determination Date..............................................13
Discount Fraction...............................................13
Discount Mortgage Loan..........................................13
Disqualified Organization.......................................13
Distribution Date...............................................14
Due Date........................................................14
Due Period......................................................14
Eligible Account................................................14
Eligible Funds..................................................15
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Page
ERISA...........................................................15
Event of Default................................................15
Excess Bankruptcy Loss..........................................15
Excess Fraud Loss...............................................15
Excess Special Hazard Loss......................................15
Excess Subordinate Principal Amount.............................15
Extraordinary Events............................................15
Extraordinary Losses............................................16
FDIC............................................................16
FHLMC...........................................................16
Final Distribution Date.........................................16
FNMA............................................................16
Foreclosure Profits.............................................16
Fraud Loss Amount...............................................17
Fraud Losses....................................................17
Independent.....................................................17
Initial Certificate Principal Balance...........................17
Initial Notional Amount.........................................17
Initial Monthly Payment Fund....................................17
Insurance Proceeds..............................................18
Insurer.........................................................18
Interest Accrual Period.........................................18
Late Collections................................................18
Liquidation Proceeds............................................18
Loan-to-Value Ratio.............................................18
Lockout Distribution Percentage.................................18
Maturity Date...................................................19
Modified Mortgage Loan..........................................19
Modified Net Mortgage Rate......................................19
Monthly Payment.................................................19
Moody's.........................................................19
Mortgage........................................................19
Mortgage File...................................................20
Mortgage Loan Schedule..........................................20
Mortgage Loans..................................................20
Mortgage Note...................................................21
Mortgage Rate...................................................21
Mortgaged Property..............................................21
Mortgagor.......................................................21
Net Mortgage Rate...............................................21
Non-Discount Mortgage Loan......................................21
Non-Primary Residence Loans.....................................21
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Page
Non-United States Person........................................21
Nonrecoverable Advance..........................................21
Nonsubserviced Mortgage Loan....................................21
Notional Amount.................................................21
Opinion of Counsel..............................................22
Original Senior Percentage......................................22
Outstanding Mortgage Loan.......................................22
Ownership Interest..............................................22
Pass-Through Rate...............................................22
Paying Agent....................................................23
Percentage Interest.............................................23
Permitted Investments...........................................23
Permitted Transferee............................................24
Person..........................................................24
Pool Stated Principal Balance...................................24
Pool Strip Rate.................................................24
Prepayment Assumption...........................................25
Prepayment Distribution Percentage..............................25
Prepayment Distribution Trigger.................................26
Prepayment Interest Shortfall...................................26
Prepayment Period...............................................26
Primary Insurance Policy........................................26
Principal Prepayment............................................26
Principal Prepayment in Full....................................27
Program Guide...................................................27
Purchase Price..................................................27
Qualified Substitute Mortgage Loan..............................27
Rating Agency...................................................28
Realized Loss...................................................28
Record Date.....................................................28
Regular Certificate.............................................28
REMIC...........................................................28
REMIC Administrator.............................................29
REMIC Provisions................................................29
REO Acquisition.................................................29
REO Disposition.................................................29
REO Imputed Interest............................................29
REO Proceeds....................................................29
REO Property....................................................29
Request for Release.............................................29
Required Insurance Policy.......................................29
Residential Funding.............................................29
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Page
Responsible Officer.............................................30
Schedule of Discount Fractions..................................30
Security Agreement..............................................30
Seller..........................................................30
Seller's Agreement..............................................30
Senior Accelerated Distribution Percentage......................30
Senior Certificates.............................................31
Senior Interest Distribution Amount.............................31
Senior Percentage...............................................31
Senior Principal Distribution Amount............................31
Servicing Accounts..............................................32
Servicing Advances..............................................32
Servicing Fee...................................................32
Servicing Officer...............................................32
Servicing Modification..........................................32
Special Hazard Amount...........................................32
Special Hazard Loss.............................................33
Standard & Poor's...............................................33
Stated Principal Balance........................................33
Subclass........................................................33
Subclass Notional Amount........................................34
Subordinate Percentage..........................................34
Subordinate Principal Distribution Amount.......................34
Subserviced Mortgage Loan.......................................34
Subservicer.....................................................34
Subservicer Advance.............................................34
Subservicing Account............................................35
Subservicing Agreement..........................................35
Subservicing Fee................................................35
Tax Returns.....................................................35
Transfer........................................................35
Transferee......................................................35
Transferor......................................................35
Uncertificated Accrued Interest.................................36
Uncertificated Notional Amount..................................36
Uncertificated Pass-Through Rate................................36
Uncertificated REMIC Regular Interest Pool Strip Rate...........36
Uncertificated REMIC Regular Interests..........................36
Uncertificated REMIC Regular Interest Distribution Amount.......36
Uniform Single Attestation Program for Mortgage Bankers.........36
Uninsured Cause.................................................36
United States Person............................................36
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Page
Voting Rights...................................................37
ARTICLE IICONVEYANCE OF MORTGAGE LOANS;ORIGINAL ISSUANCE OF
CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans........................38
Section 2.02. Acceptance by Trustee...............................42
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company........................................44
Section 2.04. Representations and Warranties of Sellers...........48
Section 2.05. Execution and Authentication of Certificates........50
ARTICLE IIIADMINISTRATION AND SERVICINGOF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer..................51
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers'
Obligations .......................................52
Section 3.03. Successor Subservicers..............................53
Section 3.04. Liability of the Master Servicer....................53
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders......................54
Section 3.06. Assumption or Termination of Subservicing Agreements
by Trustee. ......................................54
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits
to Custodial Account..............................54
Section 3.08. Subservicing Accounts; Servicing Accounts...........57
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.......................58
Section 3.10. Permitted Withdrawals from the Custodial Account....58
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.............................60
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage.................................61
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.......63
Section 3.14. Realization Upon Defaulted Mortgage Loans...........65
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.....67
Section 3.16. Servicing and Other Compensation; Compensating
Interest ..........................................68
Section 3.17. Reports to the Trustee and the Company..............69
Section 3.18. Annual Statement as to Compliance...................69
Section 3.19. Annual Independent Public Accountants' Servicing
Report. ...........................................70
Section 3.20. Rights of the Company in Respect of the Master
Servicer ..........................................70
ARTICLE IVPAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.................................72
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Page
Section 4.02. Distributions.......................................72
Section 4.03. Statements to Certificateholders....................81
Section 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer...................83
Section 4.05. Allocation of Realized Losses.......................85
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property. ........................................86
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.......86
Section 4.08. Distributions on the Uncertificated REMIC Regular
Interests .........................................87
ARTICLE VTHE CERTIFICATES
Section 5.01. The Certificates....................................88
Section 5.02. Registration of Transfer and Exchange of Certificates90
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates...95
Section 5.04. Persons Deemed Owners...............................95
Section 5.05. Appointment of Paying Agent.........................96
Section 5.06. Optional Purchase of Certificates...................96
ARTICLE VITHE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master
Servicer .........................................98
Section 6.02. Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of
Duties by Master Servicer.........................98
Section 6.03. Limitation on Liability of the Company, the Master
Servicer and Others. .............................99
Section 6.04. Company and Master Servicer Not to Resign..........100
ARTICLE VIIDEFAULT
Section 7.01. Events of Default..................................101
Section 7.02. Trustee or Company to Act; Appointment of Successor103
Section 7.03. Notification to Certificateholders.................104
Section 7.04. Waiver of Events of Default........................104
ARTICLE VIIICONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee..................................105
Section 8.02. Certain Matters Affecting the Trustee..............107
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans108
Section 8.04. Trustee May Own Certificates.......................108
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification ..................................109
Section 8.06. Eligibility Requirements for Trustee...............110
Section 8.07. Resignation and Removal of the Trustee.............110
Section 8.08. Successor Trustee..................................111
Section 8.09. Merger or Consolidation of Trustee.................111
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Page
Section 8.11. Appointment of Custodians..........................113
Section 8.12. Appointment of Office or Agency....................113
ARTICLE IXTERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or
the Company or Liquidation of All Mortgage Loans.114
Section 9.02. Additional Termination Requirements................116
ARTICLE XREMIC PROVISIONS
Section 10.01. REMIC Administration............................118
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification..........................121
ARTICLE XI[RESERVED]
ARTICLE XIIMISCELLANEOUS PROVISIONS
Section 12.01. Amendment..........................................124
Section 12.02. Recordation of Agreement; Counterparts.............126
Section 12.03. Limitation on Rights of Certificateholders.........127
Section 12.04. Governing Law......................................127
Section 12.05. Notices............................................128
Section 12.06. Notices to Rating Agency...........................128
Section 12.07. Severability of Provisions.........................129
Section 12.08. Supplemental Provisions for Resecuritization.......129
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EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of 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: Form of Investor 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
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This is a Pooling and Servicing Agreement, dated as of February 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 A-3, Class A-4,
Class A-5, 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-6
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.
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<TABLE>
<CAPTION>
Aggregate Initi
Certificate
Pass-Through Principal Maturity
Designation Rate Balance al Features Date S&P DCR
<S> <C> <C> <C> <C> <C>
Class A-1 6.50% $ 25,003,000.00 Senior February 25, 2013 AAA AAA
Class A-2 6.50% $ 182,584,000.00 Sequential Pay/SenioFebruary 25, 2013 AAA AAA
Class A-3 6.50% $ 17,443,180.00 Sequential Pay/SenioFebruary 25, 2013 AAA AAA
Class A-4 6.50% $ 50,006,820.00 Prepayment Lockout/SFebruary 25, 2013 AAA AAA
Class A-5 0.00% $ 298,067.31 Principal Only/SenioFebruary 25, 2013 AAAr AAA
Class A-6 Variable 0.00 Variable Strip/InterFebruary 25, 2013 AAAr AAA
Only/Senior
Class R 6.50% $ 100.00 Residual/Senior February 25, 2013 AAA AAA
Class M-1 6.50% $ 2,107,300.00 Mezzanine February 25, 2013 AA N/R
Class M-2 6.50% $ 702,400.00 Mezzanine February 25, 2013 A N/R
Class M-3 6.50% $ 702,400.00 Mezzanine February 25, 2013 BBB N/R
Class B-1 6.50% $ 1,264,300.00 Subordinate February 25, 2013 BB N/R
Class B-2 6.50% $ 421,400.00 Subordinate February 25, 2013 B N/R
Class B-3 6.50% $ 421,536.81 Subordinate February 25, 2013 N/R N/R
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $280,954,504.12. 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:
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class A Certificate (other than the Class A-5 and Class A-6
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 Class A-6 Certificates (other than any Subclass of the Class A-6
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-6 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-6 Certificates shall be allocated among the Subclasses
thereof, if any, in proportion to their respective amounts of Accrued
Certificates 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.
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.
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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
February 26, 1998, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the 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 prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$2,809,545.00 over (B) the aggregate amount of Bankruptcy Losses allocated
solely to one or more specific Classes of Certificates in accordance with
Section 4.05. As of any date of determination on or after the first anniversary
of the Cut-off Date, an amount equal to the excess, if any, of (1) the lesser of
(a) the Bankruptcy Amount calculated as of the close of business on the Business
Day immediately preceding the most recent anniversary of the Cut-off Date
coinciding with or preceding such date of determination (or, if such date of
determination is an anniversary of the Cut-off Date, the Business Day
immediately preceding such date of determination) (for purposes of this
definition, the "Relevant Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal
balance of all the Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary having a Loan-to-Value Ratio at origination which exceeds 75%
and (ii) $100,000; and (B) the greater of (i) the product of (x) an amount
equal to the largest difference in the related Monthly Payment for any
Non-Primary Residence Loan remaining in the Mortgage Pool which had an
original Loan-to-Value Ratio of 80% or greater that would result if the
Net Mortgage Rate thereof was equal to the weighted average (based on the
principal balance of the Mortgage Loans as of the Relevant Anniversary) of
the Net Mortgage Rates of all Mortgage Loans as of the Relevant
Anniversary less 1.25% per annum, (y) a number equal to the weighted
average remaining term to maturity, in months, of all Non-Primary
Residence Loans remaining in the Mortgage Pool as of the Relevant
Anniversary, and (z) one plus the quotient of the number of all
Non-Primary Residence Loans remaining in the Mortgage Pool divided by the
total number of Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
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Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of
interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "The First National
Bank of Chicago, as trustee, in trust for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1998-S4" 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-6 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 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
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all other Classes of Certificates then outstanding. The Class A-6 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-6 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, Class A-3, Class
A-4 , Class A-5 or Class A-6 Certificates, each such Certificate (other than the
Class A-6 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-6 Certificates) evidencing an interest designated as a
"regular interest" in the Trust Fund for purposes of the REMIC Provisions. The
Class A-6 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-6 Certificates pursuant to Section 5.01(c), any such
Subclass will represent the Uncertificated REMIC Regular Interest or Interests
specified by the Initial Holder of the Class A-6 Certificates.
Class A-5 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-5 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 0.75%.
Class B-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.30%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-3 Certificates immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is greater than or
equal to 0.15%.
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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 Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 1.00%.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest designated as a "residual
interest" in the Trust Fund for purposes of the REMIC Provisions.
Closing Date: February 26, 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.
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Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at which at
any particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at One First National Plaza, Suite 0126, Chicago, Illinois
60670-0126, Attention: Residential Funding Corporation Series 1997-S20.
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: February 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.
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.
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Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.50% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 6.50%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than 6.50% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any
"electing partnership" as defined in Section 775(a) of the Code and (vi) any
other Person so designated by the Trustee based upon an Opinion of Counsel that
the holding of an Ownership Interest in a Class R Certificate by such Person may
cause the Trust Fund or any Person having an Ownership Interest in any Class of
Certificates (other than such Person) to incur a liability for any federal tax
imposed under the Code that would not otherwise be imposed but for the transfer
of an Ownership Interest in a Class R Certificate to such Person. The terms
"United States", "State" and "international organization" shall have the
meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing
on the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of The First National Bank of Chicago, or (v) an account or
accounts of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the
Custodial Account or the Certificate Account will not reduce the rating assigned
to any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates, (ii) the Senior Principal Distribution Amount (determined without
regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-5 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.
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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
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.
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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
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-6 Certificates, the
Cut-off Date Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Class A-6
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.
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.
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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.
Lockout Distribution Percentage: With respect to any Distribution Date, the
percentage indicated below:
Lockout
Distribution Date Distribution Percentage
March 1998 through
February 2003......................... 0%
March 2003 through
February 2004......................... 30%
March 2004 through
February 2005......................... 40%
March 2005 through
February 2006......................... 60%
March 2006 through
February 2007......................... 80%
March 2007 and
thereafter............................ 100%
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-6 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 February 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.
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.
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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.
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.
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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-6 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-6 Certificate immediately prior to such date.
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-5 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-5 Certificates and Class A-6 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-6 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-6
Certificates and the initial Distribution Date, the Pass-Through Rate is equal
to 0.4912% per annum. With respect to any Subclass of the Class A-6 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 Distribution Date, at the close of business on the
Cut-off Date). The Class A-5 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-6 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
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Class R Certificate, the interest in distributions to be made with respect to
such Class evidenced thereby, expressed as a percentage, as stated on the face
of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency in
its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than 365
days or a remaining maturity of more than 30 days) denominated in United
States dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof or
of any domestic branch of a foreign depository institution or trust
company; provided that the debt obligations of such depository institution
or trust company (or, if the only Rating Agency is Standard & Poor's, in
the case of the principal depository institution in a depository
institution holding company, debt obligations of the depository
institution holding company) at the date of acquisition thereof have been
rated by each Rating Agency in its highest short-term rating available;
and provided further that, if the only Rating Agency is Standard & Poor's
and if the depository or trust company is a principal subsidiary of a bank
holding company and the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be that of the bank holding
company; and, provided further that, if the original maturity of such
short-term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term rating
of such institution shall be A-1+ in the case of Standard & Poor's if
Standard & Poor's is the Rating Agency;
(iv) commercial paper (having original maturities of not more than
365 days) of any corporation
incorporated under the laws of the United States or any state thereof
which on the date of acquisition has been rated by each Rating Agency in
its highest short-term rating available; provided that such commercial
paper shall have a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce the
rating assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency, as evidenced in
writing;
provided, however, 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).
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Prepayment Assumption: A prepayment assumption of 265% 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 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 March
2003 (unless the Certificate Principal Balances of the Class A
Certificates, other than the Class A-5 Certificates, have been
reduced to zero), 0%.
(ii) For any Distribution Date on which any Class of Class M or Class B
Certificates are outstanding not discussed in clause (i) above:
(a) in the case of the Class of Class M Certificates then
outstanding with the lowest numerical designation, or in the event
the Class M Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest numerical
designation and each other Class of Class M Certificates and Class
B Certificates for which the related Prepayment Distribution
Trigger has been satisfied, a fraction, expressed as a percentage,
the numerator of which is the Certificate Principal Balance of
such Class immediately prior to such date and the denominator of
which is the sum of the Certificate Principal Balances immediately
prior to such date of (1) the Class of Class M Certificates then
outstanding with the lowest numerical designation, or in the event
the Class M Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest numerical
designation and (2) all other Classes of Class M Certificates and
Class B Certificates for which the respective Prepayment
Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class M Certificates
and Class B Certificates for which the Prepayment Distribution
Triggers have not been satisfied, 0%; and
(iii)Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in
Section 4.02 (determined without regard to the proviso to the
definition of "Subordinate Principal Distribution Amount") would
result in a distribution in respect of principal of any Class or
Classes of Class M Certificates and Class B Certificates in an
amount greater than the remaining Certificate Principal Balance
thereof (any such class, a "Maturing Class"), then: (a) the
Prepayment Distribution Percentage of each Maturing Class shall
be reduced to a level that, when applied as described above,
would exactly reduce the Certificate Principal Balance of such
Class to zero; (b) the Prepayment Distribution Percentage of each
other Class of Class M Certificates and Class B Certificates (any
such Class, a "Non-Maturing Class") shall be recalculated in
accordance with the provisions in paragraph (ii) above, as if the
Certificate Principal Balance of each Maturing Class had been
reduced to zero (such percentage as recalculated, the
"Recalculated Percentage"); (c) the total amount of the
reductions in the Prepayment Distribution Percentages of the
Maturing Class or Classes pursuant to clause (a) of this
sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to their
respective Recalculated Percentages (the portion of such
aggregate reduction so allocated to any Non-Maturing Class, the
"Adjustment Percentage"); and (d) for purposes of such
Distribution Date, the Prepayment Distribution Percentage of each
Non-Maturing Class shall be equal to the sum of (1) the
Prepayment Distribution Percentage thereof, calculated in
accordance with the provisions in paragraph (ii) above as if the
Certificate Principal Balance of each Maturing Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate on the amount of such Curtailment.
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Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide for
Residential Funding's mortgage loan purchase and conduit servicing program and
all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage rate 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-6 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.
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
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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.
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.
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Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans consistent in all material respects with
those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
March 1998 through
February 2003......................... 100%
March 2003 through
February 2004......................... Senior Percentage, plus 70% of the
Subordinate Percentage
March 2004 through
February 2005......................... Senior Percentage, plus 60% of the
Subordinate Percentage
March 2005 through
February 2006......................... Senior Percentage, plus 40% of the
Subordinate Percentage
March 2006 through
February 2007......................... Senior Percentage, plus 20% of the
Subordinate Percentage
March 2007 and
thereafter............................ Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for 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-5 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-5 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.
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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.
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
$2,809,545 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 38.75% (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 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.
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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-6 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-6 Certificates pursuant to Section 5.01(c).
Subclass Notional Amount: As of any Distribution Date, with respect to any
Subclass of the Class A-6 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 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.
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Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage
Loans due after the Cut-off Date as shall be on deposit in
the Custodial Account or in the Certificate Account and
identified as belonging to the Trust Fund,
(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-6 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 951 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).
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-6 Certificates
and Class R Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates; and 1% of all Voting Rights shall be
allocated among the Holders of the Class A-6 Certificates (and any Subclass
thereof); and 1% of all Voting Rights shall be allocated among
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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 II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and interest
of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or destroyed, together with a
copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording office
in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has been
recorded;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator thereof to
the Person assigning it to the Trustee or a copy of such assignment or
assignments of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of endorsements
from the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or destroyed, together with a
copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment
of Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of
the interests of the mortgagee with respect to the related Cooperative
Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of recording
thereof, evidencing the interest of the originator under the Security
Agreement and the Assignment of Proprietary Lease;
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(viii) An executed assignment of the interest of the originator in
the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an unbroken
chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company as
debtor and the Trustee as secured party, each in a form sufficient for
filing, evidencing the interest of such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section 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 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.
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate public
office for real property records the Assignment referred to in clause (I)(iii)
of Section 2.01(b), except in states where, in the opinion of counsel acceptable
to the Trustee and the Master Servicer, such recording is not required to
protect the Trustee's interests in the Mortgage Loan against the claim of any
subsequent transferee or any successor to or creditor of the Company or the
originator of such Mortgage Loan and shall promptly cause to be filed the Form
UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii)
and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form
UCC-1, as applicable, is lost or returned unrecorded to the Company because of
any defect therein, the Company shall prepare a substitute Assignment, Form
UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and
cause such Assignment to be recorded in accordance with this paragraph. The
Company shall promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or assignment or Form UCC-3 or Form UCC-1, as
applicable, (or copy thereof certified by the public recording office) with
evidence of recording indicated thereon upon receipt thereof from the public
recording office or from the related Subservicer. In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing statement and
assignment relating to Cooperative Loans as to which the related Cooperative
Apartment is located outside of the State of New York.
In the event that the Company delivers to the Trustee or Custodian any
Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall
cause the Custodian to, complete the endorsement of the Mortgage Note and the
Assignment of Mortgage in the name of the Trustee within 45 days after the
Closing Date, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
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.
(e) 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
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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 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 or chattel paper shall be deemed to be "possession by the
secured party," or possession by a purchaser or a person designated by such
secured party, for purposes of perfecting the security interest pursuant to the
Minnesota Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction (including, without limitation, Section 9-305, 8-313 or
8-321 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, financial intermediaries, bailees or agents (as applicable) of the Trustee
for the purpose of perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans and the other
property described above, such security interest would be deemed to be a
perfected security interest of first priority under applicable law and will be
maintained as such throughout the term of this Agreement. Without limiting the
generality of the foregoing, the Company shall prepare and deliver to the
Trustee not less than 15 days prior to any filing date and, the Trustee shall
forward for filing, or shall cause to be forwarded for filing, at the expense of
the Company, all filings necessary to maintain the effectiveness of any original
filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction to perfect the Trustee's security interest in or lien on the
Mortgage Loans as evidenced by an Officer's Certificate of the Company,
including without limitation (x) continuation statements, and (y) such other
statements as may be occasioned by (1) any change of name of Residential
Funding, the Company or the Trustee (such preparation and filing shall be at the
expense of the Trustee, if occasioned by a change in the Trustee's name), (2)
any change of location of the place of business or the chief executive office of
Residential Funding or the Company or (3) any transfer of any interest of
Residential Funding or the Company in any Mortgage Loan.
(f) The Master Servicer hereby acknowledges the receipt by it of cash in
an amount equal to $642,341 (the "Initial Monthly Payment Fund"), representing
scheduled principal amortization and interest at the Net Mortgage Rate for the
Due Date in March 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 March 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 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
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after receipt thereof to ascertain that all documents required to be delivered
pursuant to such Section have been received, and that such documents relate to
the Mortgage Loans identified on the Mortgage Loan Schedule, as supplemented,
that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly so notify the Master Servicer and
the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File held by it. The
Master Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing its
creation and existence and is or will be in compliance with the laws of
each state in which any Mortgaged Property is located to the extent
necessary to ensure the enforceability of each Mortgage Loan in accordance
with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a material default)
under, or result in the material breach of, any material contract,
agreement or other instrument to which the Master Servicer is a party or
which may be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
Federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any Affiliate of
the Company or the Trustee by the Master Servicer will, to the knowledge
of the Master Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information, certificate,
statement or report not misleading; and
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(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and any
new Subservicing Agreements will comply with the provisions of Section
3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in payment
of principal and interest as of the Cut-off Date and no Mortgage Loan has
been so delinquent more than once in the 12-month period prior to the
Cut-off Date;
(ii) The information set forth in Exhibit F hereto with respect
to each Mortgage Loan or the Mortgage Loans, as the case may be, is true
and correct in all material respects at the date or dates respecting which
such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day of each
month and terms to maturity at origination or modification of not more
than 15 years;
(iv) To the best of the Company's knowledge, if a Mortgage Loan
is secured by a Mortgaged Property with a Loan-to-Value Ratio at
origination in excess of 80.00%, such Mortgage Loan is the subject of a
Primary Insurance Policy that insures (a) at least 25% of the principal
balance of the Mortgage Loan at origination if the Loan-to-Value Ratio is
between 95.00% and 90.01%, (b) at least 12% of such balance if the
Loan-to-Value Ratio is between 90.00% and 85.01% and (c) at least 6% of
such balance if the Loan-to-Value Ratio is between 85.00% and 80.01%. To
the best of the Company's knowledge, each such Primary Insurance Policy is
in full force and effect and the Trustee is entitled to the benefits
thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to each
Rating Agency;
(vi) No more than 0.8% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area in California and no more than
0.6% 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. Two Mortgage Loans, representing
approximately 0.35% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date, are Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program or
by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage Loans
to the Trustee, the Company had good title to, and was the sole owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) Four of the Mortgage Loans were underwritten under a
reduced loan documentation program requiring no income verification and no
asset verification;
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(x) Each Mortgagor represented in its loan application with
respect to the related Mortgage Loan that the Mortgaged Property would be
owner-occupied and therefore would not be an investor property as of the
date of origination of such Mortgage Loan. No Mortgagor is a corporation
or a partnership;
(xi) None of the Mortgage Loans were Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the closing
of each Mortgage Loan and is valid and binding and remains in full force
and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage Loan is
held by a person as a tenant-stockholder (as defined in Section 216 of the
Code) in a cooperative housing corporation (as defined in Section 216 of
the Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either (a)
the value of the related Mortgaged Property as of the date the Mortgage
Loan was originated was not less than the appraised value of such property
at the time of origination of the refinanced Mortgage Loan or (b) the
Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of
the Mortgage Loan generally meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the basis
of a 360-day year consisting of twelve 30-day months; and
(xvii) One 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)(xi),
the party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of breach,
the Company shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Company shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. Any such substitution shall be effected by the Company
under the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and agreed that the
obligation of the Company to cure such breach or to so purchase or substitute
for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of 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
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial
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Agreement). The Master Servicer shall promptly notify the related Seller or
Residential Funding, as the case may be, of such breach and request that such
Seller or Residential Funding, as the case may be, either (i) cure such breach
in all material respects within 90 days from the date the Master Servicer was
notified of such breach or (ii) purchase such Mortgage Loan from the Trust Fund
at the Purchase Price and in the manner set forth in Section 2.02; provided
that, in the case of a breach under the Assignment Agreement, Residential
Funding shall have the option to substitute a Qualified Substitute Mortgage Loan
or Loans for such Mortgage Loan if such substitution occurs within two years
following the Closing Date; provided that if the breach would cause the Mortgage
Loan to be other than a "qualified mortgage" as defined in Section 860G(a)(3) of
the Code, any such cure or substitution must occur within 90 days from the date
the breach was discovered. In the event that Residential Funding elects to
substitute a Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage
Loan pursuant to this Section 2.04, Residential Funding shall deliver to the
Trustee for the benefit of the Certificateholders with respect to such Qualified
Substitute Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an
Assignment of the Mortgage in recordable form, and such other documents and
agreements as are required by Section 2.01, with the Mortgage Note endorsed as
required by Section 2.01. No substitution will be made in any calendar month
after the Determination Date for such month. Monthly Payments due with respect
to Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer shall amend or cause to be amended the Mortgage Loan Schedule, and, if
the Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions, for the benefit of the Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount
Mortgage Loan, the amended Schedule of Discount Fractions, to the Trustee. Upon
such substitution, the Qualified Substitute Mortgage Loan or Loans shall be
subject to the terms of this Agreement and the related Subservicing Agreement in
all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
and the Company and the Master Servicer shall be deemed to have made with
respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations and warranties set forth in this
Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master Servicer shall be obligated to repurchase or
substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment Agreement) has occurred pursuant to Section
4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of 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 III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to 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.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto
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or a different form of Subservicing Agreement, and the form referred to or
included in the Program Guide is merely provided for information and shall not
be deemed to limit in any respect the discretion of the Master Servicer to
modify or enter into different Subservicing Agreements; provided, however, that
any such amendments or different forms shall be consistent with and not violate
the provisions of either this Agreement or the Program Guide in a manner which
would materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer,
for the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer would employ in its good faith
business judgment and which are normal and usual in its general mortgage
servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
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(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action); provided, however, that the
Master Servicer may not modify materially or permit any Subservicer to modify
any Mortgage Loan, including without limitation any modification that would
change the Mortgage Rate, forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such reamortization is
not inconsistent with the terms of the Mortgage Loan), or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or,
in the judgment of the Master Servicer, such default is reasonably foreseeable;
and provided, further, that no such modification shall reduce the interest rate
on a Mortgage Loan below the sum of the Pool Strip Rate and the sum of the rates
at which the Servicing Fee and the Subservicing Fee with respect to such
Mortgage Loan accrues. In connection with any Curtailment of a Mortgage Loan,
the Master Servicer, to the extent not inconsistent with the terms of the
Mortgage Note and local law and practice, may permit the Mortgage Loan to be
reamortized such that the Monthly Payment is recalculated as an amount that will
fully amortize the remaining Stated Principal Balance thereof by the original
Maturity Date based on the original Mortgage Rate; provided, that such
re-amortization shall not be permitted if it would constitute a reissuance of
the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted
Mortgage Rate on the Mortgage Loans and the interest component of any
Subservicer Advance or of any REO Proceeds received in connection with an
REO Property for which an REO Disposition has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any
related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited
in connection with the substitution of a Qualified Substitute Mortgage
Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section
3.07(c); and
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a).
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The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and the Company
of any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the
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Mortgagors. Each Servicing Account shall satisfy the requirements for a
Subservicing Account and, to the extent permitted by the Program Guide or as is
otherwise acceptable to the Master Servicer, may also function as a Subservicing
Account. Withdrawals of amounts related to the Mortgage Loans from the Servicing
Accounts may be made only to effect timely payment of taxes, assessments, hazard
insurance premiums, Primary Insurance Policy premiums, if applicable, or
comparable items, to reimburse the Master Servicer or Subservicer out of related
collections for any payments made pursuant to Sections 3.11 (with respect to the
Primary Insurance Policy) and 3.12(a) (with respect to hazard insurance), to
refund to any Mortgagors any sums as may be determined to be overages, to pay
interest, if required, to Mortgagors on balances in the Servicing Account or to
clear and terminate the Servicing Account at the termination of this Agreement
in accordance with Section 9.01 or in accordance with the Program Guide. As part
of its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the
amounts and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for
previously unreimbursed advances or expenses made pursuant to Sections
3.01, 3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise
reimbursable pursuant to the terms of this Agreement, such withdrawal
right being limited to amounts received on particular Mortgage Loans
(including, for this purpose, REO Proceeds, Insurance Proceeds,
Liquidation Proceeds and proceeds from the purchase of a Mortgage Loan
pursuant to Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late
Collections of Monthly Payments for which any such advance was made in the
case of Subservicer Advances or Advances pursuant to Section 4.04 and (B)
recoveries of amounts in respect of which such advances were made in the
case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received by
the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that remaining
portion of any such payment as to interest (but not in excess of the
Servicing Fee and the Subservicing Fee, if not previously retained) which,
when deducted, will result in the remaining amount of such interest being
interest at the Net Mortgage Rate (or Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) on the amount specified in the
amortization schedule of the related Mortgage Loan as the principal
balance thereof at the beginning of the period respecting which such
interest was paid after giving effect to any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the Custodial
Account that it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as interest
in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential
Funding, the Company or any other appropriate Person, as the case may be,
with respect to each Mortgage Loan or property acquired in respect thereof
that has been purchased or otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received thereon and
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not required to be distributed to the Certificateholders as of the date on
which the related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment of
the Master Servicer, default is reasonably foreseeable pursuant to Section
3.07(a), to the extent the amount of the Advance has been added to the
outstanding principal balance of the Mortgage Loan, or any Advance
reimbursable to the Master Servicer pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred by
and reimbursable to it or the Company pursuant to Sections 3.13, 3.14(c),
6.03, 10.01 or otherwise, or in connection with enforcing any repurchase,
substitution or indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
(x) to withdraw any amount deposited in the Custodial Account
that was not required to be deposited therein pursuant to Section
3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to the
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
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Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to take,
any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to each Rating Agency for mortgage pass-through certificates having a rating
equal to or better than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and 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.
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Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage
Loan (other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the Master Servicer in maintaining any such insurance
shall not, for the purpose of calculating monthly distributions to the
Certificateholders be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative Loan) are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a blanket
fire insurance policy with extended coverage insuring against hazard losses on
all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable
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under the blanket policy because of such deductible clause. Any such deposit by
the Master Servicer shall be made on the Certificate Account Deposit Date next
preceding the Distribution Date which occurs in the month following the month in
which payments under any such policy would have been deposited in the Custodial
Account. In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present, on behalf of itself, the
Trustee and the Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy.
Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default
under this Section 3.13(a) by reason of any transfer or assumption which
the Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does bring,
legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the
Master Servicer shall not be required to enforce the due-on-sale
clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required
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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.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or 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
Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the
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Startup Day would be imposed on the REMIC as a result thereof. Any fee collected
by the Master Servicer or the related Subservicer for processing such a request
will be retained by the Master Servicer or such Subservicer as additional
servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit O, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of a determination
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by the Master Servicer pursuant to this Section 3.14(a), the Master Servicer
shall be entitled to reimbursement of such amounts pursuant to Section 3.10.
Concurrently with the foregoing, the Master Servicer may pursue any remedies
that may be available in connection with a breach of a representation and
warranty with respect to any such Mortgage Loan in accordance with Sections 2.03
and 2.04. However, the Master Servicer is not required to continue to pursue
both foreclosure (or similar remedies) with respect to the Mortgage Loans and
remedies in connection with a breach of a representation and warranty if the
Master Servicer determines in its reasonable discretion that one such remedy is
more likely to result in a greater recovery as to the Mortgage Loan. Upon the
occurrence of a Cash Liquidation or REO Disposition, following the deposit in
the Custodial Account of all Insurance Proceeds, Liquidation Proceeds and other
payments and recoveries referred to in the definition of "Cash Liquidation" or
"REO Disposition," as applicable, upon receipt by the Trustee of written
notification of such deposit signed by a Servicing Officer, the Trustee or any
Custodian, as the case may be, shall release to the Master Servicer the related
Mortgage File and the Trustee shall execute and deliver such instruments of
transfer or assignment prepared by the Master Servicer, in each case without
recourse, as shall be necessary to vest in the Master Servicer or its designee,
as the case may be, the related Mortgage Loan, and thereafter such Mortgage Loan
shall not be part of the Trust Fund. Notwithstanding the foregoing or any other
provision of this Agreement, in the Master Servicer's sole discretion with
respect to any defaulted Mortgage Loan or REO Property as to either of the
following provisions, (i) a Cash Liquidation or REO Disposition may be deemed to
have occurred if substantially all amounts expected by the Master Servicer to be
received in connection with the related defaulted Mortgage Loan or REO Property
have been received, and (ii) for purposes of determining the amount of any
Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any other unscheduled
collections or the amount of any Realized Loss, the Master Servicer may take
into account minimal amounts of additional receipts expected to be received or
any estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by the
Trust Fund as an REO Property by foreclosure or by deed in lieu of foreclosure,
the deed or certificate of sale shall be issued to the Trustee or to its nominee
on behalf of 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.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on a
Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall dispose of
such REO Property within three full
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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 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.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan) to the Due Date prior to the Distribution Date
on which such amounts are to be distributed; third, to the Certificateholders as
a recovery of principal on the Mortgage Loan (or REO Property)(provided that if
any such Class of Certificates to which such Realized Loss was allocated is no
longer outstanding, such subsequent recovery shall be distributed to the persons
who were the Holders of such Class of Certificates when it was retired); fourth,
to all Servicing Fees and Subservicing Fees payable therefrom (and the Master
Servicer and the Subservicer shall have no claims for any deficiencies with
respect to such fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial
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Account pursuant to Section 3.07 have been or will be so deposited),
substantially in one of the forms attached hereto as Exhibit H or, in the case
of the Custodian, an electronic request in a form acceptable to the Custodian,
requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit H hereto, or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee
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will not invalidate any insurance coverage under any Required Insurance Policy
or invalidate or otherwise affect the lien of the Mortgage, except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, 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.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not
be transferred in whole or in part except in connection with the transfer of all
of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will
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not withdraw from the Custodial Account or Certificate Account any such amount
to which it is entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will
not withdraw from the Custodial Account any such amount of servicing
compensation to which it is entitled pursuant to Section 3.10(a)(v) or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in
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accordance with standards established by the American Institute of Certified
Public Accountants, the assertions made pursuant to Section 3.18 regarding
compliance with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers during the preceding calendar year are
fairly stated in all material respects, subject to such exceptions and other
qualifications that, in the opinion of such firm, such accounting standards
require it to report. In rendering such statement, such firm may rely, as to
matters relating to the direct servicing of mortgage loans by Subservicers, upon
comparable statements for examinations conducted by independent public
accountants substantially in accordance with standards established by the
American Institute of Certified Public Accountants (rendered within one year of
such statement) with respect to such Subservicers.
Section 3.20. Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master Servicer or a
Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share (A) with respect to each
Class of Certificates (other than
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any Subclass of the Class A-6 Certificates), shall be based on the aggregate of
the Percentage Interests represented by Certificates of the applicable Class
held by such Holder or (B) with respect to any Subclass of the Class A-6
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-6 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:
(i) to the Class A Certificateholders (other than the Class A-5
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-6 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");
(ii) (X) to the Class A-5 Certificateholders, the Class A-5
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class
A-5 Certificateholders) and Class R Certificateholders, in the priorities
and amounts set forth in Section 4.02(b)(ii) through (iii) and Sections
4.02(c) and (d), the sum of the following (applied to reduce the
Certificate Principal Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date times the
sum of the following:
(1) the principal portion of each Monthly Payment due
during the related Due Period on each Outstanding Mortgage
Loan (other than the related Discount Fraction of the
principal portion of such payment with respect to a Discount
Mortgage Loan), whether or not received on or prior to the
related Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service
Reductions with respect to each Discount Mortgage Loan)
which together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or deemed
to have been so repurchased in accordance with Section
3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and
the amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04 during the
related Prepayment Period (other than the related Discount
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Fraction of such Stated Principal Balance or shortfall with
respect to a Discount Mortgage Loan); and
(3) the principal portion of all other unscheduled
collections (other than Principal Prepayments in Full and
Curtailments and amounts received in connection with a Cash
Liquidation or REO Disposition of a Mortgage Loan described
in Section 4.02(a)(ii)(Y)(B), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or deemed to
have been so received in accordance with Section 3.07(b)) to
the extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 (other than the related Discount Fraction of the
principal portion of such unscheduled collections, with
respect to a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition occurred during the related
Prepayment Period (or was deemed to have occurred during such
period in accordance with Section 3.07(b)) and did not result in
any Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal to the
lesser of (a) the Senior Percentage for such Distribution Date
times the Stated Principal Balance of such Mortgage Loan (other
than the related Discount Fraction of such Stated Principal
Balance, with respect to a Discount Mortgage Loan) and (b) the
Senior Accelerated Distribution Percentage for such Distribution
Date times the related unscheduled collections (including without
limitation Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) to the extent applied by the Master Servicer as
recoveries of principal of the related Mortgage Loan pursuant to
Section 3.14 (in each case other than the portion of such
unscheduled collections, with respect to a Discount Mortgage Loan
included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal
Prepayments in Full and Curtailments received in the related
Prepayment Period (other than the related Discount Fraction of
such Principal Prepayments in Full and Curtailments, with respect
to a Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y), clauses (A)
through (C) of this Section 4.02(a), as determined for any
previous Distribution Date, which remain unpaid after application
of amounts previously distributed pursuant to this clause (E) to
the extent that such amounts are not attributable to Realized
Losses which have been allocated to the Class M Certificates or
Class B Certificates;
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(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any Advances
or Subservicer Advances previously made with respect to any Mortgage Loan
or REO Property which remain unreimbursed in whole or in part following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO
Property, minus any such Advances that were made with respect to
delinquencies that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the
Accrued Certificate Interest thereon for such Distribution Date,
plus any Accrued Certificate Interest thereon remaining unpaid
from any previous Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date, minus (y) the amount of any
Class A-5 Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi),
(xiii), (xiv) and (xv) are insufficient therefor, applied in reduction of
the Certificate Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date, minus (y) the amount of any
Class A-5 Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii),
(xiv) and (xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date minus (y) the amount of any
Class A-5 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)
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and (xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date minus (y) the amount of any
Class A-5 Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv)
are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date minus (y) the amount of any
Class A-5 Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates, to the extent the amounts
available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount
equal to (x) the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon remaining
unpaid from any previous Distribution Date, except as provided below minus
(y) the amount of any Class A-5 Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous Distribution Dates
to the extent the amounts available pursuant to clause (x) of Section
4.02(a)(xv) are insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such Class
of Certificates for such Distribution Date minus (y) the amount of any
Class A-5 Collection Shortfalls for such Distribution Date or remaining
unpaid for all previous Distribution Dates applied in reduction of the
Certificate Principal Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining after
the foregoing distributions, applied to reduce the
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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 Class B Certificates, but in no
event more than the outstanding Certificate Principal Balance of each such
Class of Class B Certificates; and
(xvii) to the Class R Certificateholders, the balance, if any, of
the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Class B Certificates outstanding on such Distribution Date with the
highest numerical designation, or in the event the Class B Certificates are no
longer outstanding, the Class of Class M Certificates then outstanding with the
highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest shortfalls
relating to the failure of the Master Servicer to make any required Advance, or
the determination by the Master Servicer that any proposed Advance would be a
Nonrecoverable Advance with respect to the related Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Class A Certificates (other than the
Class A-6 Certificates) and Class R Certificates on each Distribution Date
occurring prior to the occurrence of the Credit Support Depletion Date will be
made as follows:
(i) first, to the Class A-5 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-5
Principal Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal portion of
each Monthly Payment on each Discount Mortgage Loan due during the
related Due Period, whether or not received on or prior to the related
Determination Date, minus the Discount Fraction of the principal
portion of any related Debt Service Reduction which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
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(B) the related Discount Fraction of the principal portion
of all unscheduled collections on each Discount Mortgage Loan
received during the preceding calendar month (other than amounts
received in connection with a Cash Liquidation or REO Disposition
of a Discount Mortgage Loan described in clause (C) below),
including Principal Prepayments in Full, Curtailments and
repurchases (including deemed repurchases under Section 3.07(b))
of Discount Mortgage Loans (or, in the case of a substitution of a
Deleted Mortgage Loan, the Discount Fraction of the amount of any
shortfall deposited in the Custodial Account in connection with
such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not result in any
Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an amount equal to the
lesser of (1) the applicable Discount Fraction of the Stated
Principal Balance of such Discount Mortgage Loan immediately prior
to such Distribution Date and (2) the aggregate amount of the
collections on such Discount Mortgage Loan to the extent applied
as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
(E) the amount of any Class A-5 Collection Shortfalls for
such Distribution Date and the amount of any Class A-5 Collection
Shortfalls remaining unpaid for all previous Distribution Dates,
but only to the extent of the Eligible Funds for such
Distribution Date;
(ii) the Senior Principal Distribution Amount shall be
distributed to the Class R Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii) the balance of the Senior Principal Distribution Amount, if
any, remaining after the distribution, if any, described in clauses
4.02(b)(ii) above, shall be distributed as follows:
(A) 9.0907768773% of the amount distributable under this
clause (iii) to the Class A-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero;
(B) 90.9092231227% of the amount distributable under this
clause (iii) shall be distributed as follows:
(I) first, to the Class A-4 Certificates in reduction of the
Certificate Principal Balance thereof, up to an amount equal to
the sum of the following:
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(X) the Class A-4 Certificates' pro rata share (based on
the aggregate Certificate Principal Balance thereof relative
to the aggregate Certificate Principal Balance of all
classes of Certificates (other than the Class A-5
Certificates) of the aggregate of the collections described
in clauses 4.02(a)(ii)(Y)(A), (B) and (E) (other than any
amounts relating to clauses (C) and (D) included in clause
(E)) without application of the Senior Percentage or the
Senior Accelerated Distribution Percentage; and
(Y) the Lockout Distribution Percentage of the Class A-4
Certificates' pro rata share (based on the aggregate
Certificate Principal Balance thereof relative to the
aggregate Certificate Principal Balance of all classes of
Certificates (other than the Class A-5 Certificates)) of the
collections described in clause 4.02(a)(ii)(Y)(C) without
application of the Senior Accelerated Distribution
Percentage;
provided that if the aggregate of the amounts set forth in clauses
4.02(a)(ii)(Y)(A), (B), (C) and (E) is more than the balance of
the Available Distribution Amount remaining after the amounts set
forth in Sections 4.02(a)(i) and 4.02(b)(i) have been distributed,
the amount paid to the Class A-4 Certificates pursuant to this
clause (iii)(B)(I) shall be reduced by an amount equal to the
Class A-4 Certificates' pro rata share (based on the aggregate
Certificate Principal Balance thereof relative to the aggregate
Certificate Principal Balance of all classes of Senior
Certificates (other than the Class A-5 Certificates)) of such
difference;
(II) second, to the Class A-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
(III) third, to the Class A-3 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
and
(IV) fourth, to the Class A-4 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date all
priorities relating to distributions as described above in respect of principal
among the various classes of Senior Certificates (other than the Class A-5
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-5 Certificates and the Senior Principal Distribution Amount will
be distributed to all Classes of Senior Certificates (other than the Class A-5
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.
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(d) After reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class A-5 Certificates) to zero but prior to the
Credit Support Depletion Date, the Senior Certificates (other than the Class A-5
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-5, Class M and Class B Certificates.
(e) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, recoveries in respect of the representations and warranties made by the
related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the 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-6 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-6 Certificates, to the Class
A-6 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.
(f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such
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distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents. None of the
Trustee, the Certificate Registrar, the Company or the Master Servicer shall
have any responsibility therefor except as otherwise provided by this Agreement
or applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate Account
and with respect to each Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to each Holder and the Company
a statement setting forth the following information as to each Class of
Certificates to the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the Certificate
Principal Balance thereof, and (b) the aggregate amount included therein
representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the amount
of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the
Mortgage Loans after giving effect to the distribution of principal on
such Distribution Date;
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(vi) the aggregate Certificate Principal Balance of each Class
of Certificates, and each of the Senior, Class M and Class B Percentages,
after giving effect to the amounts distributed on such Distribution Date,
separately identifying any reduction thereof due to Realized Losses other
than pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Mortgage
Loans that are delinquent (A) one month, (B) two months and (C) three
months and the number and aggregate principal balance of Mortgage Loans
that are in foreclosure;
(ix) the number, aggregate principal balance and book value of
any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy
Amount as of the close of business on such Distribution Date and a
description of any
change in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such Distribution
Date and the Pass-Through Rate on the Class A-6 Certificates and each
Subclass, if any, thereof;
(xiii) the occurrence of the Credit Support Depletion Date;
(xiv) the Senior Accelerated Distribution Percentage applicable
to such distribution;
(xv) the Senior Percentage and Lockout Distribution Percentage
for such Distribution Date;
(xvi) the aggregate amount of Realized Losses for such
Distribution Date;
(xvii) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xviii) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on such
Distribution Date;
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(xix) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution
Date; and
(xx) the Notional Amount of the Class A-6 Certificates.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) setting forth (i) the Available Distribution Amount and (ii) the
amounts required to be withdrawn from the Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate Account
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Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a)(iii) in respect of outstanding Advances on any Distribution
Date shall be allocated to specific Monthly Payments due but delinquent for
previous Due Periods, which allocation shall be made, to the extent practicable,
to Monthly Payments which have been delinquent for the longest period of time.
Such allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New
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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 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-5
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-5 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-5 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-5 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-5 Certificates), Class M,
Class B and Class R Certificates on a pro rata basis, as described below.
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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-6 Certificates) evidenced
thereby. All Realized Losses and all other losses allocated to the Class A-6
Certificates hereunder will be allocated to the Class A-6 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.
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
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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 4.08. Distributions on the Uncertificated REMIC Regular Interests.
(a) On each Distribution Date, the Trustee shall be deemed to distribute
to itself, as the holder of the Uncertificated REMIC Regular Interests,
Uncertificated Accrued Interest on the Uncertificated REMIC Regular Interests
for such Distribution Date, plus any Uncertificated Accrued Interest thereon
remaining unpaid from any previous Distribution
Date.
(b) In determining from time to time the Uncertificated REMIC Regular
Interest Distribution Amounts, Realized Losses allocated to the Class A-6
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC Regular Interests on a pro rata basis based on the Uncertificated Accrued
Interest for the related Distribution Date.
(c) On each Distribution Date, the Trustee shall be deemed to distribute
from the Trust Fund, in the priority set forth in Sections 4.02(a), to the Class
A-6 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-6 Certificates shall equal
100% of the amounts payable with respect to the Uncertificated REMIC Regular
Interests.
(d) 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.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates, respectively,
shall be substantially in the forms set forth in Exhibits A, B, C and D and
shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company 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, Class A-2, Class A-3, Class A-4, Class A-5 and
Class M-1 Certificates shall be issuable in minimum dollar denominations of
$25,000 and integral multiples of $1 (in the case of the Class A-5 and Class M-1
Certificates, $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-5, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates may be issued in a denomination
equal to the denomination set forth as follows for such Class or the sum of such
denomination and an integral multiple of $1,000:
Class A-5 $ 25,067.31
Class M-1 $ 25,300.00
Class M-2 $ 250,400.00
Class M-3 $ 250,400.00
Class B-1 $ 250,300.00
Class B-2 $ 250,400.00
Class B-3 $ 250,536.81
The Class A-6 Certificates and Class R Certificates shall be issuable in
minimum denominations of not less than a 20.00% Percentage Interest (except as
provided in Section 5.01(c) with respect to the Class A-6 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-6 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
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Registrar by manual signature, and such certificate upon any Certificate shall
be conclusive evidence, and the only evidence, that such Certificate has been
duly authenticated and delivered hereunder. All Certificates shall be dated the
date of their authentication.
(b) The Class A Certificates, other than the Class A-5 and Class A-6
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-5 Certificates and Class A-6 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
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connection with the issuance of the Definitive Certificates pursuant to this
Section 5.01 shall be deemed to be imposed upon and performed by the Trustee,
and the Trustee and the Master Servicer shall recognize the Holders of the
Definitive Certificates as Certificateholders
hereunder.
(c) From time to time, Residential Funding, as the initial Holder of the
Class A-6 Certificates may exchange such Holder's Class A-6 Certificates for
Subclasses of Class A-6 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-6 Certificates so surrendered for exchange. Any Subclass so issued shall
bear a numerical designation commencing with Class A-6-1 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-6 Certificates may be transferred in whole, but not
in part, in accordance with the provisions of Section 5.02.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies
to be appointed by the Trustee in accordance with the provisions of Section 8.12
a Certificate Register in which, subject to such reasonable regulations as it
may prescribe, the Trustee shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose pursuant to Section
8.12 and, in the case of any Class M, Class B or Class R Certificate, upon
satisfaction of the conditions set forth below, and in the case of any Class A-5
or Class A-6 Certificate, 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.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class (or Subclass)
and aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or
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agency. Whenever any Certificates are so surrendered for exchange the Trustee
shall execute and the Certificate Registrar shall authenticate and deliver the
Certificates of such Class which the Certificateholder making the exchange is
entitled to receive. Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Trustee or the Certificate Registrar) be
duly endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by, the
Holder thereof or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. 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; 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.
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(e) 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
shall not be an expense of the Trustee, the Company or the Master Servicer or
(ii) the prospective transferee shall be required to provide the Trustee, the
Company and the Master Servicer with a certification to the effect set forth in
paragraph six of Exhibit J (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.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery to
it, and shall not register the Transfer of any Class R Certificate until
its receipt of, (I) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it is a Permitted
Transferee, that it is not acquiring its Ownership Interest in the Class R
Certificate that is the subject of the proposed Transfer as a nominee,
trustee or agent for any Person who is not a Permitted Transferee, that
for so long as it retains its Ownership Interest in a Class R Certificate,
it will endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(f) and agrees to be bound by
them,
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and (II) a certificate, in the form attached hereto as Exhibit I-2, from
the Holder wishing to transfer the Class R Certificate, in form and
substance satisfactory to the Master Servicer, representing and
warranting, among other things, that no purpose of the proposed Transfer
is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement has
actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R Certificate
to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such Person attempts to transfer
its Ownership Interest in a Class R Certificate and (y) not to transfer
its Ownership Interest unless it provides a certificate to the Trustee in
the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
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."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit I-2 and all of such other documents as
shall have been reasonably required by the Trustee as a condition to such
registration. Transfers of the Class R Certificates to Non-United States
Persons and Disqualified Organizations (as defined in Section 860E(e)(5)
of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of
a Class R Certificate, then the last preceding Permitted Transferee shall
be restored, to the extent permitted by law, to all rights and obligations
as Holder thereof retroactive to the date of registration of such Transfer
of such Class R Certificate. If a Non-United States Person shall become a
holder of a Class R Certificate, then the last preceding United States
Person shall be restored, to the extent permitted by law, to all rights
and obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. If a transfer of a Class R
Certificate is disregarded pursuant to the provisions of Treasury
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
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payments due on such Certificate to the holder thereof or for taking any
other action with respect to such holder under the provisions of this
Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section
5.02(f) and to the extent that the retroactive restoration of the
rights of the Holder of such Class R Certificate as described in
clause (iii)(A) above shall be invalid, illegal or unenforceable,
then the Master Servicer shall have the right, without notice to the
holder or any prior holder of such Class R Certificate, to sell such
Class R Certificate to a purchaser selected by the Master Servicer
on such terms as the Master Servicer may choose. Such purported
Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer itself or any
Affiliate of the Master Servicer. The proceeds of such sale, net of
the commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported Transferee. The
terms and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the
Master Servicer shall not be liable to any Person having an
Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a
result of any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate or organization described in
Section 1381 of the Code that holds an Ownership Interest in a Class R
Certificate having as among its record holders at any time any Person who
is a Disqualified Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to
this clause (v) may be modified, added to or eliminated, provided that
there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
will not cause such Rating Agency to downgrade its then-current
ratings, if any, of any Class of the Class A, Class M, Class B or
Class R Certificates below the lower of the then-current rating or
the rating assigned to such Certificates as of the Closing Date by
such Rating Agency; and
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(B) subject to Section 10.01(f), a certificate of the Master
Servicer stating that the Master Servicer has received an Opinion of
Counsel, in form and substance satisfactory to the Master Servicer,
to the effect that such modification, addition to or absence of such
provisions will not cause the Trust Fund to cease to qualify as a
REMIC and will not cause (x) the Trust Fund to be subject to an
entity-level tax caused by the Transfer of any Class R Certificate
to a Person that is a Disqualified Organization or (y) a
Certificateholder or another Person to be subject to a REMIC-related
tax caused by the Transfer of a Class R Certificate to a Person that
is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the
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Company, the Master Servicer, the Trustee or the Certificate Registrar shall be
affected by notice to the contrary except as provided in Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the 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.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such Certificates at
the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
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(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency of
the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate
Interest with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase pursuant to
this Section 5.06 is to be made, the Trustee shall on such date cause all funds
in the Certificate Account deposited therein by the Master Servicer or the
Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom
and deposited in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable, shall
give a second written notice to such Certificateholders to surrender their
Certificates for payment of the purchase price therefor. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and expenses
of maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall pay to the
Master Servicer or the Company, as applicable, all amounts distributable to the
Holders thereof and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer or the Company, as applicable, as a
result of such Certificateholder's failure to surrender its Certificate(s) for
payment in accordance with this Section 5.06. Any Certificate that is not
surrendered on the Distribution Date on which a purchase pursuant to this
Section 5.06 occurs as provided above will be deemed to have been purchased and
the Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses associated with
such escrow account and notices allocated thereto. Any Certificates so purchased
or deemed to have been purchased on such Distribution Date shall remain
outstanding hereunder. The Master Servicer or the Company, as applicable, shall
be for all purposes the Holder thereof as of such date.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be merged
or consolidated, or any corporation resulting from any merger or consolidation
to which the Company or the Master Servicer shall be a party, or any Person
succeeding to the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Master Servicer
shall be qualified to service mortgage loans on behalf of FNMA or FHLMC; and
provided further that each Rating Agency's ratings, if any, of the Class A,
Class M, Class B or Class R Certificates in effect immediately prior to such
merger or consolidation will not be qualified, reduced or withdrawn as a result
thereof (as evidenced by a letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to
the contrary, the Master Servicer may assign its rights and delegate its duties
and obligations under this Agreement; provided that the Person accepting such
assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
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assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
under this Agreement; provided further that each Rating Agency's rating of the
Classes of Certificates that have been rated in effect immediately prior to such
assignment and delegation will not be qualified, reduced or withdrawn as a
result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company, the Master Servicer and
Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any obligation
to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and
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costs shall be allocated in reduction of the Accrued Certificate Interest on
each Class entitled thereto in the same manner as if such expenses and costs
constituted a Prepayment Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any distribution
required to be made under the terms of the Certificates of such Class and
this Agreement and, in either case, such failure shall continue unremedied
for a period of 5 days after the date upon which written notice of such
failure, requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the Master
Servicer, the Company and the Trustee by the Holders of Certificates of
such Class evidencing Percentage Interests aggregating not less than 25%;
or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of 30
days (except that such number of days shall be 15 in the case of a failure
to pay the premium for any Required Insurance Policy) after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the Trustee by the
Holders of Certificates of any Class evidencing, in the case of any such
Class, Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar
law or appointing a conservator or receiver or liquidator in any
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings, or for the winding-up or liquidation of its affairs,
shall have been entered against the Master Servicer and such decree or
order shall have remained in force undischarged or unstayed for a period
of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
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(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the benefit
of its creditors, or voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to
Section 4.04(b) that it is unable to deposit in the Certificate Account an
amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the Trustee may, and at the
direction of Holders of Certificates entitled to at least 51% of the Voting
Rights, the Trustee shall, by notice in writing to the Master Servicer (and to
the Company if given by the Trustee or to the Trustee if given by the Company),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee shall, by notice to the Master
Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which
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arose prior to the termination of its activities hereunder. Upon the termination
of Residential Funding as Master Servicer hereunder the Company shall deliver to
the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's consent (which shall not
be unreasonably withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers or Sellers as set forth in
such Sections, and its obligations to deposit amounts in respect of losses
incurred prior to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and
4.01(b) by the terms and provisions hereof); provided, however, that any failure
to perform such duties or responsibilities caused by the preceding Master
Servicer's failure to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation therefor, the
Trustee shall be entitled to all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to charge to the Custodial Account or
the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage servicing institution, having a
net worth of not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall become successor
to the Master Servicer and shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Master Servicer
hereunder. The Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. The Servicing Fee for any successor Master Servicer
appointed pursuant to this Section 7.02 will be lowered with respect to those
Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less
than 0.20% per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
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Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 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 VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion the
notices, reports and statements required to be forwarded by the Trustee pursuant
to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a timely
fashion to the Master Servicer such information as the Master Servicer may
reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of the Trust Fund as a REMIC under the REMIC Provisions and (subject to Section
10.01(f)) to prevent the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be liable
except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein,
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upon any certificates or opinions furnished to the Trustee by the Company or the
Master Servicer and which on their face, do not contradict the requirements of
this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses
(iii), (iv) and (v) of Section 7.01 unless a Responsible Officer of the
Trustee assigned to and working in the Corporate Trust Office obtains
actual knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Master Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision
in this Agreement shall require the Trustee to expend or risk its own
funds (including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance of any
of its duties as Trustee hereunder, or in the exercise of any of its
rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such risk
or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
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Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document believed by it to be genuine and to have been signed or
presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith
and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders pursuant to
the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein or thereby;
nothing contained herein shall, however, relieve the Trustee of the
obligation, upon the occurrence of an Event of Default (which has not been
cured), to exercise such of the rights and powers vested in it by this
Agreement, and to use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon it
by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class, Percentage
Interests, aggregating not less than 50%; provided, however, that if the
payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to
the Trustee by the security afforded to it by the terms of this Agreement,
the Trustee may require reasonable indemnity against such expense or
liability as a condition to so proceeding. The reasonable expense of every
such examination shall be paid by the Master Servicer, if an Event of
Default shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
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(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its attorney-in-fact
for purposes of signing any Tax Returns required to be filed on behalf of
the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and
deliver to the Master Servicer in a timely manner any Tax Returns prepared
by or on behalf of the Master Servicer that the Trustee is required to
sign as determined by the Master Servicer pursuant to applicable federal,
state or local tax laws, provided that the Master Servicer shall indemnify
the Trustee for signing any such Tax Returns that contain errors or
omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of such
contribution (including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
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Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and any
co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on its part, arising out of, or in connection
with, the acceptance and administration of the Trust Fund, including the costs
and expenses (including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given
the Master Servicer written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in preparing
such defense; and
(iii) notwithstanding anything in this Agreement to the contrary,
the Master Servicer shall not be liable for settlement of any claim by the
Trustee entered into without the prior consent of the Master Servicer
which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Master
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
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Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating
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Agency written confirmation that the appointment of any such successor trustee
will not result in the reduction of the ratings on any class of the Certificates
below the lesser of the then current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee may
be merged or converted or with which it may be consolidated or any corporation
or national banking association resulting from any merger, conversion or
consolidation to which the Trustee shall
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be a party, or any corporation or national banking association succeeding to the
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation or national banking association shall be eligible
under the provisions of Section 8.06, without the execution or filing of any
paper or any further act on the part of any of the parties hereto, anything
herein to the contrary notwithstanding. The Trustee shall mail notice of any
such merger or consolidation to the Certificateholders at their address as shown
in the Certificate Register.
Section 8.10 Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
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(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11 Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the Company,
appoint one or more Custodians who are not Affiliates of the Company, the Master
Servicer or any Seller to hold all or a portion of the Mortgage Files as agent
for the Trustee, by entering into a Custodial Agreement. Subject to Article
VIII, the Trustee agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 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 IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the Company or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.03, 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:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to which
title has been acquired if such fair market value is less than such unpaid
principal balance (net of any unreimbursed Advances attributable to
principal) on the day of repurchase plus accrued interest thereon at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any
Modified Mortgage Loan), 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
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purchase price, release to the Master Servicer or the Company, as applicable,
the Mortgage Files pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or agency of
the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the Class A
Certificates, Class M Certificates, 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.
(c) 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
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repurchase price specified in clause (ii) of subsection (a) of this Section)
over the total amount distributed under the immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow account or
by the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the following
additional requirements, unless (subject to Section 10.01(f)) the Trustee and
the Master Servicer have received an Opinion of Counsel (which Opinion of
Counsel shall not be an expense of the Trustee) to the effect that the failure
of the Trust Fund, as the case may be, to comply with the requirements of this
Section 9.02 will not (i) result in the imposition on the Trust of taxes on
"prohibited transactions," as described in Section 860F of the Code, or (ii)
cause the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for the Trust Fund, 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;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final
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payment on the Certificates, the Trustee shall sell or otherwise dispose of
all of the remaining assets of the Trust Fund in accordance with the terms
hereof; and
(iii) If the Master Servicer or the Company is exercising its right
to purchase the assets of the Trust Fund, the Master Servicer shall,
during the 90-day liquidation period and at or prior to the Final
Distribution Date, purchase all of the assets of the Trust Fund for cash;
provided, however, that in the event that a calendar quarter ends after
the commencement of the 90-day liquidation period but prior to the Final
Distribution Date, the Master Servicer or the Company shall not purchase
any of the assets of the Trust Fund prior to the close of that calendar
quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for the Trust Fund at the expense of the Trust Fund
in accordance with the terms and conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the
Trust Fund as a REMIC under the Code and, if necessary, under applicable state
law. Such election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
the Trust Fund, each of the Class A Certificates (other than the Class A-6
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
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liability arising from the Trustee's signing of Tax Returns that contain errors
or omissions. The Trustee and Master Servicer shall promptly provide the REMIC
Administrator with such information, 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
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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 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 outstanding or subject the Trust Fund to any tax under the
REMIC Provisions or other applicable provisions of federal, state and local law
or ordinances.
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(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.
(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-6 Certificates and the Uncertificated REMIC Regular Interests, which
have no Certificate Principal Balance) representing a regular interest in the
Trust Fund is February 25, 2013, which is the Distribution Date one month
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.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs including,
without limitation, any reasonable attorneys' fees imposed on or incurred by the
Trust Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the
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REMIC Provisions, including without limitation, any penalties arising from the
Trustee's execution of Tax Returns prepared by the REMIC Administrator that
contain errors or omissions; provided, however, that such liability will not be
imposed to the extent such breach is a result of an error or omission in
information provided to the REMIC Administrator by the Master Servicer in which
case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the
Company, the REMIC Administrator and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on or
incurred by the Trust Fund, the Company or the Trustee, as a result of a breach
of the Master Servicer's covenants set forth in this Article X or in Article III
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the Master Servicer that contain errors or omissions.
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ARTICLE XI
[RESERVED]
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ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Company, the Master Servicer and the Trustee, without the consent of
any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein or
to correct any error,
(iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or desirable to maintain the qualification of
the Trust Fund as a REMIC at all times that any Certificate is outstanding
or to avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the Trust Fund,
provided that the Trustee has received an Opinion of Counsel to the effect
that (A) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any
such tax and (B) such action will not adversely affect in any material
respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder and (C) such change shall not result in a
reduction of the rating assigned to any Class of Certificates below the
lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each
Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the Class R
Certificates, by virtue of their being the "residual interests" in the
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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(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate
without the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause the Trust Fund to fail to qualify as a REMIC at
any time that any Certificate is outstanding. 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.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 12.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the
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Trustee for the benefit of the Class B Certificateholders, but shall not be and
shall not be deemed to be under any circumstances included in the Trust Fund. To
the extent that any such instrument or fund constitutes a reserve fund for
federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
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.
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any
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number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute but one and the same
instrument.
Section 12.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any of the parties
hereto.
(b) No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 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.
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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, 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-S4 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, 25 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 12.0Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required by
Section 3.12 or the cancellation or modification of coverage under any
such instrument,
(e) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
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(f) the statements required to be delivered pursuant to Sections
3.18 and 3.19,
(g) a change in the location of the Custodial Account or the
Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders
of any Class of Certificates resulting from the failure by the Master
Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 12.0Severability 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 12.0Supplemental 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.
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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).
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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:
Title: Director
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Timothy A. Kruse
Title: Director
Attest:
Name:
Title: Vice President
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of February, 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 ____ day of February, 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]
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<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the ____ day of _______________, 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]
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<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 FEBRUARY 26, 1998.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 265% 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.]
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Certificate No. __ [_____%] [Adjustable][Variable] Pass-Through
Rate
Class A-__ Senior
Date of Pooling and Servicing Percentage Interest: ____%
Agreement and Cut-off Date:
February 1, 1998
First Distribution Date: Aggregate Initial [Certificate Principal Balance]
March 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:
February 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-S4
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
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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
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<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.
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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<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.
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: February 26, 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
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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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 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 FEBRUARY 26, 1998. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 265% 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
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
<PAGE>
A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY
OTHER RATE.]
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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<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:
February 1, 1998 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
March 25, 1998
CUSIP: ____________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
February 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S4
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
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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<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.
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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<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.
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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<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.
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: February 26, 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
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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 FEBRUARY 26, 1998. ASSUMING THAT THE
MORTGAGE LOANS PREPAY AT 265% 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.
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
<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: $_______________
February 1, 1998
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
March 25, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
February 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S4
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
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
C-2
<PAGE>
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
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
C-3
<PAGE>
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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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: February 26, 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
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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
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<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.
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<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:
February 1, 1998
First Distribution Date: Initial Certificate Principal
March 25, 1998 Balance of this Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
February 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1998-S4
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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<PAGE>
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")
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<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: February 26, 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 February 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 February 1, 1998,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1998-S4 (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.
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<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.
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<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-S4
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 February, 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]
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of February, 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]
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of February, 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 February, 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]
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<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
February 26, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S4
Re: Custodial Agreement, dated as of February 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-S4
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:
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<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-S4
Re: Custodial Agreement dated as of February 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-S4
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:
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<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-S4
Re: Custodial Agreement dated as of February 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-S4
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
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<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
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<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:
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<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 02/25/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 12.28.22 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1998-S4 CUTOFF : 02/01/98
POOL : 0004282
:
:
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 #
______________________________________________________________________________
1629495 B24/G01 F 253,500.00 ZZ
180 252,708.88 1
14 AUTUMN DR 7.125 2,296.28 75
6.875 2,296.28 338,000.00
PISCATAWAY NJ 08854 1 12/23/97 00
0430567339 05 02/01/98 0
060403249 O 01/01/13
0
1635547 830/830 F 324,750.00 ZZ
180 320,743.56 1
16887 HANG TREE ROAD 7.750 3,056.79 68
7.500 3,056.79 480,000.00
GRASS VALLEY CA 95949 2 09/08/97 00
532387 05 11/01/97 0
532387 O 10/01/12
0
1639198 074/074 F 400,000.00 ZZ
180 392,637.49 1
1401 PARK AVENUE 7.500 3,708.05 80
7.250 3,708.05 500,000.00
MONROE LA 71201 5 06/30/97 00
1507318371 05 09/01/97 0
1507318371 O 08/01/12
0
1643210 076/076 F 314,000.00 ZZ
120 305,065.31 1
12303 NW 19TH STREET 7.500 3,727.24 76
7.250 3,727.24 415,000.00
PLANTATION FL 33323 2 08/25/97 00
7106178 05 10/01/97 0
1
7106178 O 09/01/07
0
1649614 A26/G01 F 330,000.00 ZZ
180 327,978.55 1
121 SCHOOL RD EAST 7.375 3,035.75 80
7.125 3,035.75 412,500.00
MARLBORO NJ 07746 1 11/25/97 00
0430531632 05 01/01/98 0
9380 O 12/01/12
0
1650674 491/491 F 265,000.00 ZZ
180 262,127.36 1
101 LOMBARD STREET 911W 7.250 2,419.09 89
7.000 2,419.09 300,000.00
SAN FRANCISCO CA 94111 2 10/06/97 11
63015561 06 12/01/97 12
63015561 O 11/01/12
0
1650969 637/G01 F 165,000.00 ZZ
180 164,011.11 1
348 MASSEY STREET 7.625 1,541.32 63
7.375 1,541.32 265,000.00
THOUSAND OAKS CA 91360 1 11/12/97 00
0430547042 05 01/01/98 0
8217754 O 12/01/12
0
1654232 943/943 F 350,000.00 ZZ
180 346,739.04 1
325 AUBURN AVENUE 7.250 3,195.03 57
7.000 3,195.03 620,000.00
WINNETKA IL 60093 5 10/20/97 00
7555100624 05 12/01/97 0
7555100624 O 11/01/12
0
1656077 074/G01 F 250,000.00 ZZ
180 247,695.85 1
129 WOODCREST DRIVE 7.375 2,299.81 76
7.125 2,299.81 331,945.00
SAN RAMON CA 94583 1 10/02/97 00
0430508788 03 12/01/97 0
1470002215 O 11/01/12
0
1
1656095 074/G01 F 307,200.00 ZZ
180 302,350.47 1
12829 BERKHAMSTED STREET 6.750 2,718.44 80
6.500 2,718.44 384,000.00
CERRITOS CA 90703 1 09/17/97 00
0430508960 03 11/01/97 0
1506349857 O 10/01/12
0
1657427 074/074 F 61,000.00 ZZ
180 60,484.92 1
1575 SAWKILL ROAD 8.375 596.23 75
8.125 596.23 81,500.00
WOODSTOCK NY 12498 1 10/30/97 00
1111127438 05 12/01/97 0
1111127438 O 11/01/12
0
1657437 074/074 F 110,000.00 ZZ
180 108,705.31 1
114 WEST COLLINS COURT 6.500 958.22 79
6.250 958.22 140,000.00
GLOUCESTER TOWN NJ 08012 5 10/24/97 00
1587086142 05 12/01/97 0
1587086142 O 11/01/12
0
1657481 074/G01 F 941,500.00 ZZ
180 932,728.10 1
10580 WILSHIRE BOULEVARD 43 7.250 8,594.60 59
7.000 8,594.60 1,610,000.00
LOS ANGELES CA 90024 2 10/23/97 00
0430508192 06 12/01/97 0
1233020495 O 11/01/12
0
1657484 074/G01 F 85,000.00 T
180 84,208.07 1
9371 BOCA GARDENS CIRCLE 7.250 775.93 76
7.000 775.93 113,000.00
BOCA RATON FL 33496 2 10/30/97 00
0430516690 09 12/01/97 0
1301129850 O 11/01/12
0
1657501 074/G01 F 600,000.00 ZZ
180 594,226.16 1
3701 SOARING EAGLE 6.875 5,351.13 70
6.625 5,351.13 858,906.00
1
AUSTIN TX 78746 1 10/31/97 00
0430508366 03 12/01/97 0
1520014702 O 11/01/12
0
1657505 074/G01 F 80,000.00 ZZ
180 79,254.61 1
34810 DEARMAN DR 7.250 730.30 80
7.000 730.30 100,000.00
DENHAM SPRINGS LA 70706 2 10/22/97 00
0430508408 05 12/01/97 0
1563175838 O 11/01/12
0
1660288 637/G01 F 123,200.00 ZZ
180 122,840.01 1
20 HILLTOP DRIVE 7.875 1,168.49 70
7.625 1,168.49 176,000.00
MAHOPAC NY 10541 1 12/23/97 00
0430583575 05 02/01/98 0
8293938 O 01/01/13
0
1660700 638/G01 F 259,000.00 T
180 256,464.60 1
125 SURF WAY #431 7.875 2,456.49 70
7.625 2,456.49 370,000.00
MONTEREY CA 93940 2 10/27/97 00
0430563270 01 12/01/97 0
08676054 O 11/01/12
0
1662204 731/G01 F 232,000.00 ZZ
180 230,594.28 1
5675 IROQUOIS COURT 7.500 2,150.67 80
7.250 2,150.67 290,000.00
SIMI VALLEY CA 93063 1 11/18/97 00
0430584375 05 01/01/98 0
8000673 O 12/01/12
0
1662272 G31/G01 F 280,000.00 ZZ
180 279,145.04 1
2737 ARLINGTON AVE. 7.375 2,575.79 60
7.125 2,575.79 470,000.00
BRONX NY 10463 2 12/23/97 00
0430566661 05 02/01/98 0
OSULLIVAN O 01/01/13
0
1
1664768 601/G01 F 350,000.00 ZZ
180 347,879.37 1
70 LADUE ESTATES 7.500 3,244.51 70
7.250 3,244.51 500,000.00
ST LOUIS MO 63141 5 11/20/97 00
0430529008 05 01/01/98 0
908688601 O 12/01/12
0
1664822 686/686 F 329,000.00 ZZ
180 327,049.70 1
200 LINDEN ROAD SOUTH 7.750 3,096.80 70
7.500 3,096.80 470,000.00
PROSPECT HEIGHT IL 60070 5 11/10/97 00
818639700 05 01/01/98 0
818639700 O 12/01/12
0
1664894 074/G01 F 550,000.00 ZZ
180 543,165.78 1
3245 EDGEWATER DRIVE 7.500 5,098.57 69
7.250 5,098.57 800,000.00
TAHOE CITY CA 96145 5 10/03/97 00
0430518233 05 12/01/97 0
1506339966 O 11/01/12
0
1664931 105/G01 F 601,800.00 ZZ
180 598,193.27 1
18665 MEADOWLARK COURT 7.625 5,621.59 69
7.375 5,621.59 875,000.00
PENN VALLEY CA 95946 2 11/19/97 00
0430614776 05 01/01/98 0
0954271 O 12/01/12
0
1665357 A06/G01 F 310,000.00 ZZ
180 309,053.44 1
3770 WEST MAPLE 7.375 2,851.77 79
7.125 2,851.77 395,000.00
BLOOMFIELD HILL MI 48301 2 12/19/97 00
0430570606 05 02/01/98 0
9713927 O 01/01/13
0
1665987 765/G01 F 64,500.00 ZZ
180 64,134.12 1
1
2541 EAST BALFOUR AVENUE 8.250 625.75 32
8.000 625.75 206,000.00
FULLERTON CA 92631 2 11/25/97 00
0430524975 05 01/01/98 0
327715 O 12/01/12
0
1666172 766/G01 F 312,000.00 ZZ
180 312,000.00 2
112 EAST ELM ST 7.875 2,959.16 68
7.625 2,959.16 460,000.00
GREENWICH CT 06830 2 01/09/98 00
0430584839 05 03/01/98 0
97DA0541 O 02/01/13
0
1666350 E22/G01 F 59,000.00 ZZ
180 58,657.87 1
2232 BRADLEY STREET 8.000 563.83 82
7.750 563.83 72,000.00
GREENSBORO NC 27406 2 11/21/97 04
0410620983 05 01/01/98 12
410620983 O 12/01/12
0
1666816 286/286 F 320,000.00 ZZ
180 318,039.82 1
3093 CHARLES MACDONALD DRIVE 7.375 2,943.75 78
7.125 2,943.75 413,500.00
SARASOTA FL 34240 1 11/17/97 00
0953061 03 01/01/98 0
0953061 O 12/01/12
0
1666823 998/998 F 297,000.00 ZZ
180 296,062.97 1
5 SYL-DOR LANE 7.000 2,669.53 43
6.750 2,669.53 700,000.00
NOVATO CA 94947 1 12/19/97 00
79153359 05 02/01/98 0
79153359 O 01/01/13
0
1667269 637/G01 F 403,200.00 ZZ
180 403,200.00 1
18 PALACE PLACE DRIVE 7.125 3,652.32 80
6.875 3,652.32 504,000.00
SAN ANTONIO TX 78248 1 01/14/98 00
0430588186 05 03/01/98 0
1
3407798 O 02/01/13
0
1667445 F27/G01 F 97,000.00 ZZ
180 96,700.56 1
1906 LEWIS AVENUE 7.250 885.48 69
7.000 885.48 142,000.00
ROCKVILLE MD 20851 2 12/19/97 00
0430586610 05 02/01/98 0
156319495 O 01/01/13
0
1667574 A13/G01 F 287,000.00 ZZ
180 285,261.02 1
6790 DESMOND 7.500 2,660.53 71
7.250 2,660.53 406,500.00
WATERFORD MI 48329 5 11/20/97 00
0430587634 05 01/01/98 0
009541113 O 12/01/12
0
1668073 074/G01 F 325,000.00 ZZ
180 322,898.44 1
1587 OLD JACKSONVILLE RD. 6.750 2,875.96 60
6.500 2,875.96 543,103.00
IVYLAND PA 18974 1 11/21/97 00
0430548313 05 01/01/98 0
1114028603 O 12/01/12
0
1668076 074/G01 F 348,000.00 ZZ
180 345,844.99 1
31210 PESCADO DRIVE 7.250 3,176.76 80
7.000 3,176.76 435,000.00
TEMECULA CA 92592 5 11/20/97 00
0430548354 05 01/01/98 0
1233022560 O 12/01/12
0
1668093 074/G01 F 300,000.00 ZZ
180 298,162.33 1
975 PALM SPRINGS RD 7.375 2,759.77 75
7.125 2,759.77 400,000.00
LONGWOOD FL 32779 1 11/25/97 00
0430598193 05 01/01/98 0
1331167133 O 12/01/12
0
1
1668102 074/G01 F 249,000.00 ZZ
180 247,424.26 1
10728 BROOMGERRIE ROAD NE 7.000 2,238.08 42
6.750 2,238.08 600,000.00
BAINBRIDGE ISLA WA 98110 2 11/21/97 00
0430548644 05 01/01/98 0
1471011040 O 12/01/12
0
1668103 074/G01 F 415,000.00 ZZ
180 412,345.22 1
1824 70TH AVENUE SOUTHEAST 6.875 3,701.20 72
6.625 3,701.20 580,000.00
MERCER ISLAND WA 98040 2 11/19/97 00
0430548651 05 01/01/98 0
1471012780 O 12/01/12
0
1668122 074/G01 F 400,000.00 ZZ
180 396,232.76 1
34871 DOHENY PLACE 7.125 3,623.32 40
6.875 3,623.32 1,000,000.00
DANA POINT CA 92624 5 10/06/97 00
0430548883 05 12/01/97 0
1506356262 O 11/01/12
0
1668123 074/G01 F 300,000.00 ZZ
180 297,323.80 1
4490 MEADOWLARK LANE 7.750 2,823.83 48
7.500 2,823.83 625,000.00
SANTA BARBARA CA 93105 5 10/23/97 00
0430548891 05 12/01/97 0
1506357833 O 11/01/12
0
1668124 074/G01 F 650,000.00 ZZ
180 644,138.02 1
16250 SANBORN ROAD 7.625 6,071.84 73
7.375 6,071.84 900,000.00
SARATOGA CA 95070 5 10/23/97 00
0430548909 05 12/01/97 0
1506358010 O 11/01/12
0
1668278 074/G01 F 84,000.00 ZZ
180 83,491.01 1
6 DARLINGTON ROAD 7.500 778.70 80
7.250 778.70 105,000.00
1
NEW CASTLE DE 19720 5 11/10/97 00
0430551739 05 01/01/98 0
1587092735 O 12/01/12
0
1668560 F59/G01 F 592,000.00 ZZ
180 592,000.00 1
299 SIMON WILLARD ROAD 7.375 5,445.95 54
7.125 5,445.95 1,100,000.00
CONCORD MA 01742 2 12/30/97 00
0430560045 05 03/01/98 0
0238267 O 02/01/13
0
1668814 K08/G01 F 200,000.00 ZZ
180 198,788.18 1
10404 S.W. 87TH COURT 7.500 1,854.02 51
7.250 1,854.02 395,000.00
MIAMI FL 33176 1 12/05/97 00
0410621981 03 01/01/98 0
410621981 O 12/01/12
0
1668835 K08/G01 F 300,000.00 ZZ
180 298,221.62 1
4708 RAMBLING COURT 7.750 2,823.83 66
7.500 2,823.83 460,000.00
TROY MI 48038 2 11/25/97 00
0410599112 05 01/01/98 0
410599112 O 12/01/12
0
1668854 A38/G01 F 50,700.00 ZZ
180 50,700.00 1
209 WEST DREW AVENUE 7.500 470.00 34
7.250 470.00 150,700.00
HOUSTON TX 77006 1 01/08/98 00
0430573915 07 03/01/98 0
8610163 O 02/01/13
0
1669055 H51/G01 F 130,000.00 ZZ
180 130,000.00 1
4775 RAYFORE 8.250 1,261.18 56
8.000 1,261.18 235,000.00
COMMERCE TWP MI 48382 2 01/08/98 00
0430576512 05 03/01/98 0
971018698 O 02/01/13
0
1
1669226 637/G01 F 269,250.00 ZZ
180 267,600.68 1
7481 CRYSTAL CAVE DRIVE 7.375 2,476.90 80
7.125 2,476.90 336,600.00
LAS VEGAS NV 89117 1 11/07/97 00
0430578088 03 01/01/98 0
8412678 O 12/01/12
0
1669387 E22/G01 F 66,000.00 ZZ
180 65,805.01 1
420 N.W. 98TH AVENUE 7.750 621.24 51
7.500 621.24 130,000.00
PEMBROKE PINES FL 33024 5 12/05/97 00
0410623615 05 02/01/98 0
410623615 O 01/01/13
0
1669790 B24/G01 F 140,000.00 ZZ
180 139,538.78 1
29 ROSANO RD 6.500 1,219.55 50
6.250 1,219.55 282,500.00
STAMFORD CT 06905 2 12/24/97 00
0430563080 05 02/01/98 0
1669790 O 01/01/13
0
1669880 369/G01 F 361,000.00 ZZ
180 359,897.72 1
7804 MAPLE RIDGE ROAD 7.375 3,320.93 71
7.125 3,320.93 515,000.00
BETHESDA MD 20814 2 12/02/97 00
0430547224 05 02/01/98 0
60257672 O 01/01/13
0
1670604 E22/G01 F 127,500.00 ZZ
180 127,114.94 1
4512 DEL SOL BLVD 7.500 1,181.94 75
7.250 1,181.94 170,000.00
SARASOTA FL 34243 1 12/11/97 00
0410635478 05 02/01/98 0
410635478 O 01/01/13
0
1670907 956/G01 F 50,000.00 ZZ
180 50,000.00 1
1
531 MAZE BOULEVARD 7.125 452.92 63
6.875 452.92 80,000.00
MODESTO CA 95351 1 01/09/98 00
0430580043 05 03/01/98 0
2712324 O 02/01/13
0
1670953 K08/G01 F 113,300.00 ZZ
180 112,957.82 1
30193 SPRING RIVER DR. 7.500 1,050.31 65
7.250 1,050.31 175,500.00
SOUTHFIELD MI 48076 5 12/11/97 00
0410627509 05 02/01/98 0
410627509 O 01/01/13
0
1671099 429/429 F 241,600.00 ZZ
180 240,152.03 1
169 BOULDER RIDGE ROAD 7.625 2,256.86 57
7.375 2,256.86 425,000.00
SCARSDALE NY 10583 2 11/14/97 00
62776959 01 01/01/98 0
62776959 O 12/01/12
0
1671100 429/429 F 230,000.00 ZZ
180 229,282.21 1
49 ROWLEY ROAD 7.125 2,083.42 46
6.875 2,083.42 500,000.00
TOPSFIELD MA 01983 1 12/04/97 00
62781219 05 02/01/98 0
62781219 O 01/01/13
0
1671101 429/429 F 251,250.00 ZZ
180 249,710.95 1
3318 MILLER HEIGHTS ROAD 7.375 2,311.31 75
7.125 2,311.31 335,000.00
OAKTON VA 22124 5 11/21/97 00
62805169 05 01/01/98 0
62805169 O 12/01/12
0
1671102 429/429 F 284,000.00 ZZ
180 283,142.28 1
4 MEADOWCREST LANE 7.500 2,632.72 75
7.250 2,632.72 380,000.00
CHELMSFORD MA 01824 2 12/04/97 00
62866745 05 02/01/98 0
1
62866745 O 01/01/13
0
1671103 429/429 F 235,000.00 ZZ
180 234,282.45 1
12 JEFFERSON DRIVE 7.375 2,161.82 72
7.125 2,161.82 330,000.00
ACTON MA 01720 5 12/05/97 00
62867024 05 02/01/98 0
62867024 O 01/01/13
0
1671104 429/429 F 370,000.00 ZZ
180 360,721.24 1
5620 COVINGTON ROAD 7.375 3,403.72 74
7.125 3,403.72 500,000.00
SHOREWOOD MN 55331 2 11/07/97 00
62871269 05 01/01/98 0
62871269 O 12/01/12
0
1671105 429/429 F 275,000.00 ZZ
180 274,160.31 1
6021 PINE GROVE ROAD 7.375 2,529.79 55
7.125 2,529.79 500,000.00
EDINA MN 55436 2 12/05/97 00
62871692 05 02/01/98 0
62871692 O 01/01/13
0
1671106 429/429 F 310,000.00 ZZ
180 308,038.22 1
2442 LAFAYETTE ROAD 7.000 2,786.37 57
6.750 2,786.37 550,000.00
WAYZATA MN 55391 2 11/18/97 00
62873962 05 01/01/98 0
62873962 O 12/01/12
0
1671107 429/429 F 404,000.00 ZZ
180 402,739.19 1
10 WHITETAIL WAY 7.125 3,659.56 80
6.875 3,659.56 505,000.00
ANNANDALE NJ 08801 2 11/26/97 00
62913891 05 02/01/98 0
62913891 O 01/01/13
0
1
1671108 429/429 F 300,000.00 ZZ
180 268,878.46 1
597 MAIN STREET 6.999 2,696.32 48
6.749 2,696.32 628,700.00
HINGHAM MA 02043 1 11/14/97 00
62969862 05 01/01/98 0
62969862 O 12/01/12
0
1671109 429/429 F 260,000.00 ZZ
180 258,318.74 1
5 GRACEWOOD PARK 6.750 2,300.77 45
6.500 2,300.77 590,000.00
CAMBRIDGE MA 02138 2 11/21/97 00
62970577 05 01/01/98 0
62970577 O 12/01/12
0
1671110 429/429 F 300,000.00 ZZ
180 297,837.76 1
4616 TIMBERLINE DR SW 7.125 2,717.50 75
6.875 2,717.50 400,000.00
FARGO ND 58104 2 12/01/97 00
62989821 05 01/01/98 0
62989821 O 12/01/12
0
1671111 429/429 F 288,000.00 ZZ
180 287,101.20 1
4732 ROSE CREEK PARKWAY 7.125 2,608.80 80
6.875 2,608.80 360,000.00
FARGO ND 58104 2 12/05/97 00
62991736 05 02/01/98 0
62991736 O 01/01/13
0
1671112 429/429 F 300,000.00 ZZ
180 298,182.26 1
416 LAWYERS ROAD 7.500 2,781.04 75
7.250 2,781.04 400,000.00
VIENNA VA 22180 5 11/17/97 00
62998129 05 01/01/98 0
62998129 O 12/01/12
0
1671113 429/429 F 230,000.00 ZZ
180 227,584.96 1
9614 LOCUST HILL DRIVE 7.375 2,115.83 64
7.125 2,115.83 360,000.00
1
GREAT FALLS VA 22066 2 11/18/97 00
63000865 03 01/01/98 0
63000865 O 12/01/12
0
1671115 429/429 F 260,000.00 ZZ
180 257,384.12 1
51 WALBRIDGE ROAD 6.875 2,318.83 69
6.625 2,318.83 380,000.00
WEST HARTFORD CT 06119 2 11/21/97 00
63123975 05 01/01/98 0
63123975 O 12/01/12
0
1671116 429/429 F 239,000.00 ZZ
180 237,079.99 1
126 MALTLAND DRIVE 7.750 2,249.65 69
7.500 2,249.65 348,000.00
CARY NC 27511 2 11/14/97 00
63134411 05 01/01/98 0
63134411 O 12/01/12
0
1671117 429/429 F 260,000.00 ZZ
180 259,223.34 1
29 DOUGLAS ROAD 7.625 2,428.74 74
7.375 2,428.74 355,000.00
STATEN ISLAND NY 10304 5 11/26/97 00
63173808 05 02/01/98 0
63173808 O 01/01/13
0
1671118 429/429 F 298,000.00 ZZ
180 296,233.46 1
4568 ROLLING RIDGE 7.750 2,805.01 75
7.500 2,805.01 398,000.00
WEST BLOOMFIELD MI 48323 5 11/17/97 00
63203821 05 01/01/98 0
63203821 O 12/01/12
0
1671119 429/429 F 552,000.00 ZZ
180 548,468.83 1
7624 RIDGE BOULEVARD 6.875 4,923.04 80
6.625 4,923.04 690,000.00
BROOKLYN NY 11209 2 11/20/97 00
63306964 05 01/01/98 0
63306964 O 12/01/12
0
1
1671120 429/429 F 275,000.00 ZZ
180 273,315.46 1
3553 22ND STREET 7.375 2,529.79 66
7.125 2,529.79 418,000.00
BOULDER CO 80304 2 11/10/97 00
63307201 03 01/01/98 0
63307201 O 12/01/12
0
1671122 429/429 F 275,000.00 ZZ
180 273,240.82 1
22 HETFIELD PLACE 6.875 2,452.60 61
6.625 2,452.60 455,000.00
MORAGA CA 94556 2 11/17/97 00
63307405 05 01/01/98 0
63307405 O 12/01/12
0
1671123 429/429 F 259,258.00 ZZ
180 258,475.00 1
12715 42ND PLACE 7.500 2,403.36 77
7.250 2,403.36 341,000.00
PLYMOUTH MN 55442 2 12/04/97 00
63307502 05 02/01/98 0
63307502 O 01/01/13
0
1671124 429/429 F 237,600.00 T
180 236,128.63 1
440 NORTH PINE CANYON ROAD 7.250 2,168.97 80
7.000 2,168.97 297,000.00
MIDWAY UT 84049 1 11/17/97 00
63331136 05 01/01/98 0
63331136 O 12/01/12
0
1671125 429/429 F 229,500.00 ZZ
180 228,094.17 1
1841 ASBURY AVENUE 7.375 2,111.23 77
7.125 2,111.23 300,000.00
EVANSTON IL 60201 2 11/25/97 00
63417235 05 01/01/98 0
63417235 O 12/01/12
0
1671126 429/429 F 325,000.00 ZZ
180 323,009.18 1
1
1175 BARDEAUX AVENUE 7.375 2,989.76 75
7.125 2,989.76 435,000.00
YUMA AZ 85364 1 12/01/97 00
63417405 05 01/01/98 0
63417405 O 12/01/12
0
1671127 429/429 F 310,000.00 ZZ
180 308,142.08 1
1111 FENCEROW DRIVE 7.625 2,895.81 24
7.375 2,895.81 1,300,000.00
FAIRFIELD CT 06430 2 11/07/97 00
63423961 05 01/01/98 0
63423961 O 12/01/12
0
1671129 429/429 F 436,000.00 ZZ
180 433,358.21 1
92A NASHUA ROAD 7.500 4,041.78 73
7.250 4,041.78 600,000.00
PEPPERELL MA 01463 2 11/25/97 00
63425483 05 01/01/98 0
63425483 O 12/01/12
0
1671130 429/429 F 342,500.00 ZZ
180 337,372.99 1
6 LEHMAN ROAD 7.250 3,126.56 79
7.000 3,126.56 435,000.00
MARBLEHEAD MA 01945 2 11/21/97 00
63427281 05 01/01/98 0
63427281 O 12/01/12
0
1671131 429/429 F 308,000.00 ZZ
180 306,174.20 1
44 BRANDEIS ROAD 7.750 2,899.13 66
7.500 2,899.13 470,000.00
NEWTON MA 02159 2 11/25/97 00
63427516 05 01/01/98 0
63427516 O 12/01/12
0
1671132 429/429 F 350,000.00 ZZ
180 347,856.03 1
2726 ASPEN COURT 7.375 3,219.74 56
7.125 3,219.74 632,027.00
GLENVIEW IL 60025 1 11/24/97 00
63436256 03 01/01/98 0
1
63436256 O 12/01/12
0
1671133 429/429 F 481,500.00 ZZ
180 478,582.53 1
650 WEST HUTCHINSON STREET 7.500 4,463.57 79
7.250 4,463.57 610,000.00
CHICAGO IL 60613 2 12/01/97 00
63436957 05 01/01/98 0
63436957 O 12/01/12
0
1671134 429/429 F 388,000.00 ZZ
180 386,802.26 1
373 SUSSEX LANE 7.250 3,541.91 66
7.000 3,541.91 595,000.00
LAKE FOREST IL 60045 2 12/05/97 00
63437295 05 02/01/98 0
63437295 O 01/01/13
0
1671135 429/429 F 376,200.00 ZZ
180 375,051.31 1
4405 W LONGMEADOW CT 7.375 3,460.76 85
7.125 3,460.76 443,000.00
PEORIA IL 61615 1 12/05/97 10
6343797 05 02/01/98 6
6343797 O 01/01/13
0
1671137 429/429 F 230,000.00 ZZ
180 228,621.55 1
2406 PESQUERA DRIVE 7.625 2,148.50 30
7.375 2,148.50 775,000.00
LOS ANGELES CA 90049 2 11/21/97 00
63498855 05 01/01/98 0
63498855 O 12/01/12
0
1671138 429/429 F 250,000.00 ZZ
180 249,219.80 1
4310 AMOROSO PLACE 7.125 2,264.58 50
6.875 2,264.58 505,000.00
DAVIS CA 95616 2 12/05/97 00
63593939 05 02/01/98 0
63593939 O 01/01/13
0
1
1671139 429/429 F 289,000.00 ZZ
180 288,064.02 1
4370 WISMER ROAD 7.125 2,617.86 73
6.875 2,617.86 400,000.00
DOYLESTOWN PA 18901 2 12/05/97 00
63594285 05 02/01/98 0
63594285 O 01/01/13
0
1671140 429/429 F 360,000.00 ZZ
180 358,888.69 1
6627 PINNACLE DRIVE 7.250 3,286.31 60
7.000 3,286.31 600,000.00
EDEN PRAIRIE MN 55346 2 12/04/97 00
63596202 05 02/01/98 0
63596202 O 01/01/13
0
1671141 429/429 F 400,000.00 ZZ
180 397,576.35 1
1742 CANONERO DRIVE 7.500 3,708.05 70
7.250 3,708.05 575,000.00
AUSTIN TX 78746 2 11/21/97 00
63600668 03 01/01/98 0
63600668 O 12/01/12
0
1671143 429/429 F 323,000.00 ZZ
180 321,079.27 1
28 MORNINGSIDE DRIVE 7.750 3,040.33 74
7.500 3,040.33 438,000.00
SHREWSBURY MA 01545 5 11/20/97 00
63653915 05 01/01/98 0
63653915 O 12/01/12
0
1671144 429/429 F 350,000.00 ZZ
180 347,856.03 1
121 GLEN ROAD 7.375 3,219.74 40
7.125 3,219.74 875,000.00
WELLESLEY MA 02181 1 11/21/97 00
63654229 05 01/01/98 0
63654229 O 12/01/12
0
1671145 429/429 F 343,000.00 ZZ
180 340,921.71 1
11 TENNYSON DRIVE 7.500 3,179.66 73
7.250 3,179.66 475,000.00
1
LONGMEADOW MA 01106 2 11/26/97 00
63659166 05 01/01/98 0
63659166 O 12/01/12
0
1671161 491/491 F 565,000.00 ZZ
180 561,576.58 1
230 SPRING CREEK LANE NE 7.500 5,237.63 75
7.250 5,237.63 760,000.00
ALBUQUERQUE NM 87122 2 11/17/97 00
61130745 05 01/01/98 0
61130745 O 12/01/12
0
1671162 491/491 F 365,000.00 ZZ
180 361,634.17 1
706 SOLSTICE COURT 6.750 3,229.92 53
6.500 3,229.92 693,404.00
FREMONT CA 94539 1 11/07/97 00
61608807 05 01/01/98 0
61608807 O 12/01/12
0
1671163 491/491 F 300,000.00 ZZ
180 287,606.78 1
7404 EAST DESERT COVE AVENUE 7.625 2,802.39 60
7.375 2,802.39 500,000.00
SCOTTSDALE AZ 85260 2 06/19/97 00
62316893 03 08/01/97 0
62316893 O 07/01/12
0
1671165 491/491 F 245,000.00 ZZ
180 243,429.17 1
3644 EMERALD BEACH COURT 6.875 2,185.05 75
6.625 2,185.05 330,000.00
LAS VEGAS NV 89117 2 11/20/97 00
62700294 05 01/01/98 0
62700294 O 12/01/12
0
1671167 491/491 F 243,200.00 ZZ
180 241,693.95 1
2236 FIERO DRIVE 7.250 2,220.09 77
7.000 2,220.09 319,000.00
LAS VEGAS NV 89134 1 11/13/97 00
62701592 03 01/01/98 0
62701592 O 12/01/12
0
1
1671168 491/491 F 268,000.00 ZZ
180 265,857.32 1
11752 PINE BROOK LANE 7.500 2,484.40 39
7.250 2,484.40 700,000.00
CUPERTINO CA 95014 2 11/13/97 00
62718231 03 01/01/98 0
62718231 O 12/01/12
0
1671169 491/491 F 365,000.00 ZZ
180 362,788.41 1
8120 RAMSGATE DRIVE 7.500 3,383.60 78
7.250 3,383.60 470,000.00
GRANITE BAY CA 95746 2 11/20/97 00
62900668 05 01/01/98 0
62900668 O 12/01/12
0
1671170 491/491 F 395,000.00 ZZ
180 392,553.93 1
6616 EAST EXETER BOULEVARD 7.250 3,605.81 69
7.000 3,605.81 580,000.00
SCOTTSDALE AZ 85251 2 11/18/97 00
62948547 05 01/01/98 0
62948547 O 12/01/12
0
1671171 491/491 F 334,400.00 ZZ
180 332,351.60 1
42834 NORTH HOHOKAM ROAD 7.375 3,076.23 80
7.125 3,076.23 418,000.00
CAVE CREEK AZ 85331 1 11/17/97 00
62948971 03 01/01/98 0
62948971 O 12/01/12
0
1671172 491/491 F 293,510.00 ZZ
180 291,692.41 1
9061 S FORREST DRIVE 7.250 2,679.35 80
7.000 2,679.35 367,050.00
HIGHLANDS RANCH CO 80126 1 11/26/97 00
62948989 03 01/01/98 0
62948989 O 12/01/12
0
1671173 491/491 F 300,000.00 ZZ
180 298,162.33 1
1
10706 EAST FERNWOOD LANE 7.375 2,759.77 45
7.125 2,759.77 675,000.00
SCOTTSDALE AZ 85262 2 11/14/97 00
62949454 03 01/01/98 0
62949454 O 12/01/12
0
1671174 491/491 F 329,500.00 ZZ
180 327,503.52 1
506 NORTH 59TH STREET 7.500 3,054.51 75
7.250 3,054.51 445,000.00
SEATTLE WA 98103 5 11/21/97 00
62949764 05 01/01/98 0
62949764 O 12/01/12
0
1671175 491/491 F 255,000.00 ZZ
180 254,159.92 1
4116 E TOWNSEND AVENUE 6.500 2,221.33 58
6.250 2,221.33 445,000.00
ORANGE CA 92867 2 12/03/97 00
63028701 03 02/01/98 0
63028701 O 01/01/13
0
1671176 491/491 F 420,000.00 R
180 417,370.72 1
3 ANDIAMO 7.125 3,804.50 56
6.875 3,804.50 755,000.00
NEWPORT COAST CA 92657 1 11/14/97 00
63057557 03 01/01/98 0
63057557 O 12/01/12
0
1671178 491/491 F 309,800.00 ZZ
180 307,881.54 1
2015 J. T. OTTINGER ROAD 7.250 2,828.05 47
7.000 2,828.05 665,000.00
KELLER TX 76248 2 11/24/97 00
63083035 05 01/01/98 0
63083035 O 12/01/12
0
1671179 491/491 F 321,300.00 ZZ
180 319,288.61 1
3728 APPIAN STREET 7.125 2,910.44 80
6.875 2,910.44 401,647.00
PLEASANTON CA 94588 1 11/12/97 00
63139464 03 01/01/98 0
1
63139464 O 12/01/12
0
1671180 491/491 F 260,000.00 R
180 258,399.10 1
30152 CHAPALA COURT 7.375 2,391.81 64
7.125 2,391.81 410,000.00
LAGUNA NIGUEL CA 92677 1 11/13/97 00
63157217 03 01/01/98 0
63157217 O 12/01/12
0
1671181 491/491 F 250,000.00 ZZ
180 248,468.61 1
1051 MELROSE ROAD 7.375 2,299.81 53
7.125 2,299.81 475,000.00
ROSEBURG OR 97470 5 11/13/97 00
63174448 05 01/01/98 0
63174448 O 12/01/12
0
1671182 491/491 F 375,000.00 ZZ
180 372,727.82 1
1579 CRESTWOOD DRIVE 7.500 3,476.30 67
7.250 3,476.30 560,000.00
SAN MATEO CA 94403 2 11/17/97 00
63218127 05 01/01/98 0
63218127 O 12/01/12
0
1671183 491/491 F 262,500.00 ZZ
180 260,977.76 1
1761 WALNUT STREET 8.000 2,508.59 75
7.750 2,508.59 350,000.00
EL CERRITO CA 94530 5 11/18/97 00
63218372 05 01/01/98 0
63218372 O 12/01/12
0
1671184 491/491 F 500,000.00 ZZ
180 496,903.70 1
75 SOUTH PEAK 7.250 4,564.32 58
7.000 4,564.32 874,500.00
LAGUNA NIGUEL CA 92677 1 11/10/97 00
63222957 03 01/01/98 0
63222957 O 12/01/12
0
1
1671185 491/491 F 312,000.00 ZZ
180 310,004.12 1
60 ALMENAR DRIVE 6.875 2,782.59 71
6.625 2,782.59 440,000.00
GREENBRAE CA 94904 2 11/21/97 00
63253895 05 01/01/98 0
63253895 O 12/01/12
0
1671186 491/491 F 370,700.00 ZZ
180 368,354.09 1
2218 CAREFUL AVENUE 7.000 3,331.96 90
6.750 3,331.96 412,000.00
AGOURA CA 91301 1 11/20/97 10
63258536 05 01/01/98 12
63258536 O 12/01/12
0
1671188 491/491 F 450,000.00 ZZ
180 447,213.33 1
30 PRESIDIO AVENUE 7.250 4,107.89 16
7.000 4,107.89 2,900,000.00
SAN FRANCISCO CA 94115 2 11/14/97 00
63263629 05 01/01/98 0
63263629 O 12/01/12
0
1671189 491/491 F 300,000.00 ZZ
180 298,121.94 1
11797 PINE BROOK COURT 7.125 2,717.50 54
6.875 2,717.50 560,000.00
CUPERTINO CA 95014 1 11/25/97 00
63264471 05 01/01/98 0
63264471 O 12/01/12
0
1671190 491/491 F 259,000.00 ZZ
180 258,217.78 1
156 TENNYSON AVENUE 7.500 2,400.97 37
7.250 2,400.97 700,000.00
PALO ALTO CA 94301 2 12/09/97 00
63264757 05 02/01/98 0
63264757 O 01/01/13
0
1671191 491/491 F 300,000.00 ZZ
180 298,162.33 1
51 MAYWOOD WAY 7.375 2,759.77 75
7.125 2,759.77 400,000.00
1
SAN RAFAEL CA 94901 2 11/12/97 00
63265508 05 01/01/98 0
63265508 O 12/01/12
0
1671192 491/491 F 400,000.00 ZZ
120 395,520.73 1
1255 REGENTS PARK COURT 7.625 4,774.21 80
7.375 4,774.21 500,000.00
DESOTO TX 75115 2 11/18/97 00
63270218 03 01/01/98 0
63270218 O 12/01/07
0
1671193 491/491 F 251,700.00 ZZ
180 248,078.22 1
8627 BREAKERS POINT 7.125 2,279.98 79
6.875 2,279.98 319,000.00
DALLAS TX 75243 2 11/14/97 00
63271648 03 01/01/98 0
63271648 O 12/01/12
0
1671194 491/491 F 307,500.00 ZZ
180 305,574.98 1
17314 NOAKES ROAD 7.125 2,785.44 75
6.875 2,785.44 410,000.00
VERNONIA OR 97064 5 11/26/97 00
63277506 05 01/01/98 0
63277506 O 12/01/12
0
1671195 491/491 F 238,000.00 ZZ
180 236,557.93 1
4691 HERITAGE LANE 7.500 2,206.29 80
7.250 2,206.29 300,000.00
LAKE OSWEGO OR 97035 2 11/26/97 00
63277867 05 01/01/98 0
63277867 O 12/01/12
0
1671196 491/491 F 264,000.00 ZZ
180 262,400.38 1
1012 CARMEL DRIVE 7.500 2,447.32 80
7.250 2,447.32 330,000.00
SIMI VALLEY CA 93065 2 11/05/97 00
63278065 05 01/01/98 0
63278065 O 12/01/12
0
1
1671198 491/491 F 265,000.00 ZZ
180 263,429.08 1
11748 LA TIERRA COURT 7.750 2,494.39 84
7.400 2,494.39 317,000.00
LOS ANGELES CA 91326 2 11/12/97 22
63281023 05 01/01/98 6
63281023 O 12/01/12
0
1671199 491/491 F 310,000.00 ZZ
180 308,162.33 1
2094 SAN REMO DRIVE 7.750 2,917.96 56
7.500 2,917.96 560,000.00
LAGUNA BEACH CA 92651 2 11/18/97 00
63283018 05 01/01/98 0
63283018 O 12/01/12
0
1671200 491/491 F 358,200.00 ZZ
180 356,005.82 1
294 POMONA AVENUE 7.375 3,295.17 73
7.125 3,295.17 495,000.00
LONG BEACH CA 90803 5 11/20/97 00
63283107 05 01/01/98 0
63283107 O 12/01/12
0
1671201 491/491 F 400,000.00 ZZ
180 398,724.25 1
5 ANDIAMO 6.875 3,567.42 55
6.625 3,567.42 729,800.00
NEWPORT COAST CA 92657 1 12/04/97 00
6328362 03 02/01/98 0
6328362 O 01/01/13
0
1671202 491/491 F 550,000.00 ZZ
180 546,481.63 1
30912 VIA MIRADOR 6.875 4,905.20 50
6.625 4,905.20 1,100,000.00
SAN JUAN CAPIST CA 92675 1 11/13/97 00
63285754 03 01/01/98 0
63285754 O 12/01/12
0
1671203 491/491 F 228,000.00 ZZ
180 226,531.57 1
1
22080 CALL OF THE WILD ROAD 7.500 2,113.59 32
7.250 2,113.59 725,000.00
LOS GATOS CA 95030 2 11/19/97 00
63289539 05 01/01/98 0
63289539 O 12/01/12
0
1671204 491/491 F 493,000.00 ZZ
180 490,012.83 1
699 MANRESA LANE 7.500 4,570.18 42
7.250 4,570.18 1,175,000.00
LOS ALTOS CA 94022 2 11/12/97 00
63289547 09 01/01/98 0
63289547 O 12/01/12
0
1671205 491/491 F 336,000.00 ZZ
180 332,936.63 1
7955 WOODLARK WAY 7.500 3,114.77 63
7.250 3,114.77 540,000.00
CUPERTINO CA 95014 2 10/28/97 00
63289881 05 12/01/97 0
63289881 O 11/01/12
0
1671206 491/491 F 266,307.00 ZZ
180 264,295.01 1
11673 ASPEN VIEW DRIVE 7.500 2,468.70 92
7.250 2,468.70 290,000.00
SAN DIEGO CA 92128 1 11/24/97 21
63290197 03 01/01/98 25
63290197 O 12/01/12
0
1671207 491/491 F 550,000.00 ZZ
180 546,667.48 1
15 OTIS WAY 7.500 5,098.57 57
7.250 5,098.57 970,000.00
LOS ALTOS CA 94022 2 11/20/97 00
63291606 05 01/01/98 0
63291606 O 12/01/12
0
1671208 491/491 F 318,000.00 ZZ
180 315,814.02 1
1536 EASTMOOR ROAD 6.875 2,836.10 80
6.625 2,836.10 400,000.00
BURLINGAME CA 94010 2 11/14/97 00
63294389 05 01/01/98 0
1
63294389 O 12/01/12
0
1671209 491/491 F 280,000.00 ZZ
180 278,266.07 1
875 SOUTH PARKGLEN PLACE 7.250 2,556.02 80
7.000 2,556.02 350,000.00
ANAHEIM CA 92808 2 11/18/97 00
63296667 03 01/01/98 0
63296667 O 12/01/12
0
1671210 491/491 F 300,000.00 ZZ
180 298,080.88 1
372 RENNIE AVENUE 6.875 2,675.57 71
6.625 2,675.57 425,000.00
SAN JOSE CA 95127 2 11/17/97 00
63297931 05 01/01/98 0
63297931 O 12/01/12
0
1671213 491/491 F 285,000.00 ZZ
180 284,139.26 1
888 EL QUANITO COURT 7.500 2,641.99 53
7.250 2,641.99 540,000.00
DANVILLE CA 94526 2 12/03/97 00
63316846 05 02/01/98 0
63316846 O 01/01/13
0
1671214 491/491 F 300,266.00 ZZ
180 298,446.63 1
129 WALTER HAYS DRIVE 7.500 2,783.51 38
7.250 2,783.51 800,000.00
PALO ALTO CA 94303 2 11/07/97 00
63325683 05 01/01/98 0
63325683 O 12/01/12
0
1671215 491/491 F 537,000.00 ZZ
180 533,564.79 1
115 SOUTH VALLEY STREET 6.875 4,789.26 60
6.625 4,789.26 910,000.00
BURBANK CA 91505 2 11/14/97 00
63326019 05 01/01/98 0
63326019 O 12/01/12
0
1
1671216 491/491 F 251,000.00 ZZ
180 249,376.94 1
30 FOXTAIL LANE 6.750 2,221.13 80
6.500 2,221.13 315,000.00
TRABUCO CANYON CA 92679 2 11/25/97 00
63326892 03 01/01/98 0
63326892 O 12/01/12
0
1671217 491/491 F 282,500.00 ZZ
180 280,633.62 1
2126 CRYSTAL DOWNS DRIVE 6.500 2,460.88 84
6.250 2,460.88 340,000.00
KATY TX 77450 2 11/12/97 14
63327554 03 01/01/98 6
63327554 O 12/01/12
0
1671218 491/491 F 629,800.00 ZZ
180 625,727.49 1
876 5TH STREET 6.750 5,573.17 51
6.500 5,573.17 1,250,000.00
MANHATTAN BEACH CA 90266 2 11/07/97 00
63329581 05 01/01/98 0
63329581 O 12/01/12
0
1671219 491/491 F 229,200.00 ZZ
180 227,826.34 1
8940 BAIRD RD NE 7.625 2,141.03 42
7.375 2,141.03 550,000.00
OLYMPIA WA 98516 2 11/25/97 00
6333531 05 01/01/98 0
6333531 O 12/01/12
0
1671220 491/491 F 240,125.00 ZZ
180 238,605.40 1
2917 CAMBRIDGE DR 7.000 2,158.32 85
6.750 2,158.32 282,500.00
HAYDEN ID 83835 1 11/13/97 04
63336901 05 01/01/98 6
63336901 O 12/01/12
0
1671221 491/491 F 500,000.00 ZZ
180 497,003.37 1
635 HAVANA AVENUE 7.625 4,670.65 79
7.375 4,670.65 640,000.00
1
LONG BEACH CA 90814 2 11/14/97 00
63341646 05 01/01/98 0
63341646 O 12/01/12
0
1671222 491/491 F 250,000.00 ZZ
180 249,228.26 1
223 VIA RANCHO 7.250 2,282.16 53
7.000 2,282.16 475,000.00
SAN CLEMENTE CA 92672 2 12/05/97 00
63349001 03 02/01/98 0
63349001 O 01/01/13
0
1671223 491/491 F 276,000.00 ZZ
180 275,166.44 1
689 BELVEDERE DRIVE 7.500 2,558.56 80
7.250 2,558.56 345,000.00
BENICIA CA 94510 2 12/04/97 00
63351391 05 02/01/98 0
63351391 O 01/01/13
0
1671224 491/491 F 364,750.00 ZZ
180 363,611.68 1
1533 MAPLE LEAF DRIVE 7.125 3,304.02 72
6.875 3,304.02 513,000.00
PLEASANTON CA 94588 5 12/04/97 00
63357399 05 02/01/98 0
63357399 O 01/01/13
0
1671225 491/491 F 250,000.00 ZZ
180 248,451.85 1
805 TURINO STREET 7.250 2,282.16 66
7.000 2,282.16 380,000.00
LIVERMORE CA 94550 2 11/14/97 00
63357437 05 01/01/98 0
63357437 O 12/01/12
0
1671226 491/491 F 310,000.00 ZZ
180 309,021.96 1
5000 ORR SPRINGS ROAD 7.000 2,786.37 66
6.750 2,786.37 475,000.00
UKIAH CA 95482 2 12/03/97 00
63358344 05 02/01/98 0
63358344 O 01/01/13
0
1
1671227 491/491 F 363,000.00 ZZ
180 360,776.41 1
638 BLAIR AVENUE 7.375 3,339.33 59
7.125 3,339.33 625,000.00
PIEDMONT CA 94611 2 11/28/97 00
63358565 05 01/01/98 0
63358565 O 12/01/12
0
1671228 491/491 F 236,000.00 ZZ
180 235,295.03 1
2331 BENNINGTON DRIVE 7.625 2,204.55 70
7.375 2,204.55 340,000.00
SAN BRUNO CA 94066 2 11/26/97 00
63358883 05 02/01/98 0
63358883 O 01/01/13
0
1671229 491/491 F 298,000.00 ZZ
180 296,073.02 1
10313 NORTHVALE ROAD 6.750 2,637.04 63
6.500 2,637.04 475,000.00
LOS ANGELES CA 90064 2 11/13/97 00
63360225 05 01/01/98 0
63360225 O 12/01/12
0
1671230 491/491 F 240,000.00 ZZ
180 238,495.47 1
4320 DON FELIPE DRIVE 7.250 2,190.88 75
7.000 2,190.88 320,000.00
LOS ANGELES CA 90008 5 11/12/97 00
63360233 05 01/01/98 0
63360233 O 12/01/12
0
1671231 491/491 F 267,000.00 ZZ
180 265,382.20 1
5067 MONACO DRIVE 7.500 2,475.13 52
7.250 2,475.13 523,000.00
PLEASANTON CA 94566 2 11/05/97 00
63361779 05 01/01/98 0
63361779 O 12/01/12
0
1671232 491/491 F 735,000.00 ZZ
180 724,421.83 1
1
3780 FAIR HILL ROAD 7.625 6,865.86 62
7.375 6,865.86 1,200,000.00
FAIR OAKS CA 95628 2 11/24/97 00
63364387 05 01/01/98 0
63364387 O 12/01/12
0
1671233 491/491 F 269,900.00 ZZ
180 267,045.82 1
20111 EDINBURGH DR 7.125 2,444.84 36
6.875 2,444.84 770,000.00
SARATOGA CA 95070 2 12/08/97 00
6339071 05 02/01/98 0
6339071 O 01/01/13
0
1671234 491/491 F 472,720.00 ZZ
180 471,276.59 1
29415 10TH AVE. SW 7.375 4,348.67 80
7.125 4,348.67 590,900.00
FEDERAL WAY WA 98023 1 11/25/97 00
6339488 05 02/01/98 0
6339488 O 01/01/13
0
1671235 491/491 F 316,000.00 ZZ
180 315,035.12 1
4068 MANTOVA DR 7.375 2,906.96 79
7.125 2,906.96 400,000.00
LOS ANGELES CA 90008 1 12/11/97 00
63395738 05 02/01/98 0
63395738 O 01/01/13
0
1671236 491/491 F 297,000.00 ZZ
180 295,239.40 1
83 MONTE MAR DRIVE 7.750 2,795.59 43
7.500 2,795.59 700,000.00
SAUSALITO CA 94965 2 11/10/97 00
63405334 05 01/01/98 0
63405334 O 12/01/12
0
1671237 491/491 F 365,000.00 ZZ
180 362,764.15 1
22431 WILLOWTREE 7.375 3,357.73 80
7.125 3,357.73 459,000.00
MISSION VIEJO CA 92692 2 11/10/97 00
63438631 03 01/01/98 0
1
63438631 O 12/01/12
0
1671238 491/491 F 560,000.00 ZZ
180 556,532.14 1
15503 ADAGIO COURT 7.250 5,112.04 80
7.000 5,112.04 705,000.00
LOS ANGELES CA 90077 2 11/20/97 00
63440865 03 01/01/98 0
63440865 O 12/01/12
0
1671239 491/491 F 250,500.00 ZZ
180 248,965.54 1
2755 NATIVE AVENUE 7.375 2,304.41 79
7.125 2,304.41 320,000.00
ROWLAND HEIGHTS CA 91748 2 11/14/97 00
63442639 05 01/01/98 0
63442639 O 12/01/12
0
1671240 491/491 F 264,500.00 ZZ
180 262,862.05 1
6305 ST ANDREWS DR 7.250 2,414.53 74
7.000 2,414.53 360,000.00
MUKILTEO WA 98275 2 11/20/97 00
63445166 03 01/01/98 0
63445166 O 12/01/12
0
1671241 491/491 F 272,000.00 ZZ
180 270,351.91 1
4214 94TH AVE SE 7.500 2,521.48 69
7.250 2,521.48 395,000.00
MERCER ISLAND WA 98040 2 11/18/97 00
63445522 05 01/01/98 0
63445522 O 12/01/12
0
1671242 491/491 F 390,000.00 ZZ
180 387,584.89 1
3801 49TH AVE NE 7.250 3,560.17 49
7.000 3,560.17 810,000.00
SEATTLE WA 98105 2 11/20/97 00
63445611 05 01/01/98 0
63445611 O 12/01/12
0
1
1671243 491/491 F 242,000.00 ZZ
180 240,376.51 1
15018 39TH AVE NE 7.125 2,192.12 58
6.875 2,192.12 420,000.00
SEATTLE WA 98155 2 11/21/97 00
63445875 05 01/01/98 0
63445875 O 12/01/12
0
1671244 491/491 F 440,000.00 ZZ
180 437,275.26 1
3239 134TH AVENUE NE 7.250 4,016.60 80
7.000 4,016.60 550,000.00
BELLEVUE WA 98005 1 11/25/97 00
63445956 05 01/01/98 0
63445956 O 12/01/12
0
1671245 491/491 F 650,000.00 ZZ
180 648,015.28 1
3922 NORTHEAST 157TH LANE 7.375 5,979.51 68
7.125 5,979.51 970,000.00
SEATTLE WA 98155 2 12/01/97 00
63446049 05 02/01/98 0
63446049 O 01/01/13
0
1671246 491/491 F 460,000.00 ZZ
180 458,548.71 1
10831 BRONCO CIRCLE 7.000 4,134.62 71
6.750 4,134.62 650,000.00
SANTA ANA CA 92705 5 11/20/97 00
6345436 05 02/01/98 0
6345436 O 01/01/13
0
1671247 491/491 F 224,000.00 ZZ
180 222,642.75 1
7 RITA WAY 7.500 2,076.51 51
7.250 2,076.51 445,000.00
ORINDA CA 94563 2 11/14/97 00
63457814 05 01/01/98 0
63457814 O 12/01/12
0
1671249 491/491 F 242,000.00 ZZ
180 240,517.60 1
1238 BRUNSWICK LANE 7.375 2,226.22 45
7.125 2,226.22 545,000.00
1
VENTURA CA 93001 2 11/19/97 00
6345808 05 01/01/98 0
6345808 O 12/01/12
0
1671250 491/491 F 365,000.00 ZZ
180 363,860.90 1
5940 GREY ROCK ROAD 7.125 3,306.29 48
6.875 3,306.29 765,000.00
AGOURA HILLS CA 91301 1 12/04/97 00
63459884 03 02/01/98 0
63459884 O 01/01/13
0
1671251 491/491 F 267,500.00 ZZ
180 265,801.87 1
252 17TH STREET 7.125 2,423.10 88
6.875 2,423.10 305,000.00
SEAL BEACH CA 90740 2 11/14/97 11
63460343 05 01/01/98 12
63460343 O 12/01/12
0
1671253 491/491 F 410,000.00 ZZ
180 407,515.74 1
10335 EASTBORNE AVENUE 7.500 3,800.76 73
7.250 3,800.76 565,000.00
LOS ANGELES CA 90024 2 11/10/97 00
63462028 05 01/01/98 0
63462028 O 12/01/12
0
1671254 491/491 F 400,000.00 ZZ
180 398,738.01 1
6902 LOS TILOS ROAD 7.000 3,595.32 53
6.750 3,595.32 755,000.00
LOS ANGELES CA 90068 1 12/08/97 00
63462061 05 02/01/98 0
63462061 O 01/01/13
0
1671255 491/491 F 326,500.00 ZZ
180 324,478.11 1
25881 CEDARBLUFF TERRACE 7.250 2,980.50 73
7.000 2,980.50 450,000.00
LAGUNA HILLS CA 92653 2 11/14/97 00
63462591 03 01/01/98 0
63462591 O 12/01/12
0
1
1671256 491/491 F 240,000.00 ZZ
180 238,529.86 1
178 GREVILLIA DRIVE 7.375 2,207.82 69
7.125 2,207.82 350,000.00
PETALUMA CA 94952 2 11/20/97 00
63463733 05 01/01/98 0
63463733 O 12/01/12
0
1671257 491/491 F 430,000.00 ZZ
180 427,189.42 1
523 FORDHAM ROAD 6.625 3,775.38 59
6.375 3,775.38 730,000.00
SAN MATEO CA 94402 2 11/17/97 00
63466058 05 01/01/98 0
63466058 O 12/01/12
0
1671258 491/491 F 315,000.00 ZZ
180 313,468.75 1
628 SPAR DRIVE 7.500 2,920.09 75
7.250 2,920.09 420,000.00
REDWOOD CITY CA 94065 5 12/04/97 00
63466325 05 02/01/98 0
63466325 O 01/01/13
0
1671259 491/491 F 340,000.00 ZZ
180 337,871.54 1
153 CORLISS DRIVE 7.125 3,079.83 72
6.875 3,079.83 475,000.00
MORAGA CA 94556 2 11/19/97 00
6346716 05 01/01/98 0
6346716 O 12/01/12
0
1671260 491/491 F 270,000.00 ZZ
180 268,381.81 1
217 BELAIR DRIVE 7.625 2,522.16 69
7.375 2,522.16 397,000.00
SCOTTS VALLEY CA 95066 2 11/24/97 00
63472511 05 01/01/98 0
63472511 O 12/01/12
0
1671261 491/491 F 225,000.00 ZZ
180 223,536.07 1
1
4496 NESEE COURT 6.750 1,991.05 79
6.500 1,991.05 285,000.00
REDDING CA 96002 1 11/10/97 00
63475731 05 01/01/98 0
63475731 O 12/01/12
0
1671262 491/491 F 254,500.00 ZZ
180 252,974.70 1
1437 CUERNAVACA COURT 7.625 2,377.37 51
7.375 2,377.37 500,000.00
SAN JOSE CA 95120 2 11/10/97 00
63477718 05 01/01/98 0
63477718 O 12/01/12
0
1671263 491/491 F 290,000.00 ZZ
180 288,223.58 1
15555 HILL ROAD 7.375 2,667.78 49
7.125 2,667.78 600,000.00
MORGAN HILL CA 95037 2 11/13/97 00
63478307 05 01/01/98 0
63478307 O 12/01/12
0
1671264 491/491 F 285,000.00 ZZ
180 283,347.29 1
327 RAMON DRIVE 8.000 2,723.61 52
7.750 2,723.61 550,000.00
LOS ALTOS CA 94024 2 11/07/97 00
63478323 05 01/01/98 0
63478323 O 12/01/12
0
1671267 491/491 F 330,000.00 ZZ
180 327,956.45 1
846 COLUMBUS STREET 7.250 3,012.45 77
7.000 3,012.45 430,000.00
EL GRANADA CA 94018 2 11/21/97 00
63479125 05 01/01/98 0
63479125 O 12/01/12
0
1671268 491/491 F 310,000.00 ZZ
180 308,121.67 1
120 FILBERT AVENUE 7.500 2,873.74 57
7.250 2,873.74 545,000.00
SAUSALITO CA 94965 2 11/10/97 00
63479214 05 01/01/98 0
1
63479214 O 12/01/12
0
1671269 491/491 F 334,000.00 ZZ
180 331,998.24 1
11658 OLIVE SPRINGS COURT 7.625 3,120.00 47
7.375 3,120.00 720,000.00
CUPERTINO CA 95014 2 11/18/97 00
63480042 03 01/01/98 0
63480042 O 12/01/12
0
1671270 491/491 F 325,000.00 ZZ
180 322,898.44 1
170 WHITING ROAD 6.750 2,875.96 50
6.500 2,875.96 650,000.00
WATSONVILLE CA 95076 5 11/21/97 00
63480077 05 01/01/98 0
63480077 O 12/01/12
0
1671271 491/491 F 647,500.00 ZZ
180 643,576.71 1
4254 QUAIL RUN DRIVE 7.500 6,002.41 75
7.250 6,002.41 865,000.00
DANVILLE CA 94506 2 11/21/97 00
6348014 03 01/01/98 0
6348014 O 12/01/12
0
1671272 491/491 F 263,000.00 ZZ
180 261,406.44 1
17 CAPISTRANO COURT 7.500 2,438.05 90
7.250 2,438.05 295,000.00
CLAYTON CA 94517 2 11/26/97 14
63480166 05 01/01/98 12
63480166 O 12/01/12
0
1671273 491/491 F 264,000.00 ZZ
180 262,167.09 1
7980 MITCHELL COURT 7.000 2,372.91 67
6.750 2,372.91 395,000.00
SEBASTOPOL CA 95472 2 12/08/97 00
63480174 03 02/01/98 0
63480174 O 01/01/13
0
1
1671274 491/491 F 462,300.00 ZZ
180 459,437.16 1
1003 HORIZON COURT 7.250 4,220.17 74
7.000 4,220.17 630,000.00
DANVILLE CA 94506 2 11/24/97 00
63480913 03 01/01/98 0
63480913 O 12/01/12
0
1671275 491/491 F 400,000.00 ZZ
120 395,520.73 1
43876 CAMERON HILLS DRIVE 7.625 4,774.21 70
7.375 4,774.21 575,000.00
FREMONT CA 94539 5 11/17/97 00
63481138 03 01/01/98 0
63481138 O 12/01/07
0
1671276 491/491 F 341,250.00 ZZ
180 339,019.50 1
1478 LEWISTON DRIVE 6.625 2,996.16 75
6.375 2,996.16 455,000.00
SUNNYVALE CA 94087 5 11/14/97 00
63481154 05 01/01/98 0
63481154 O 12/01/12
0
1671277 491/491 F 289,000.00 ZZ
180 287,248.90 1
691 FLORALES DRIVE 7.500 2,679.07 67
7.250 2,679.07 435,000.00
PALO ALTO CA 94306 2 11/18/97 00
63481251 05 01/01/98 0
63481251 O 12/01/12
0
1671278 491/491 F 431,000.00 ZZ
120 426,106.75 1
50 CROWN COURT 7.375 5,087.98 57
7.125 5,087.98 760,000.00
SAN MATEO CA 94402 2 11/14/97 00
63481588 03 01/01/98 0
63481588 O 12/01/07
0
1671279 491/491 F 255,000.00 ZZ
180 253,453.63 1
1215 SPRUANCE STREET 7.625 2,382.04 75
7.375 2,382.04 340,000.00
1
SAN JOSE CA 95128 5 11/20/97 00
63481987 05 01/01/98 0
63481987 O 12/01/12
0
1671280 491/491 F 368,000.00 ZZ
180 365,745.79 1
20680 MARION ROAD 7.375 3,385.32 37
7.125 3,385.32 1,020,000.00
SARATOGA CA 95070 2 11/10/97 00
63482606 05 01/01/98 0
63482606 O 12/01/12
0
1671281 491/491 F 524,000.00 ZZ
180 503,790.60 1
1225 S SPRINGER ROAD 7.375 4,820.40 80
7.125 4,820.40 655,000.00
LOS ALTOS CA 94024 1 11/17/97 00
63482614 05 01/01/98 0
63482614 O 12/01/12
0
1671282 491/491 F 286,300.00 ZZ
180 284,565.27 1
1330 ENCHANTED WAY 7.500 2,654.04 61
7.250 2,654.04 470,000.00
SAN MATEO CA 94402 2 11/20/97 00
6348269 05 01/01/98 0
6348269 O 12/01/12
0
1671283 491/491 F 350,000.00 ZZ
180 347,730.68 1
2200 PALMER PLACE 7.000 3,145.90 68
6.750 3,145.90 521,505.00
TUSTIN CA 92782 1 11/20/97 00
63493446 03 01/01/98 0
63493446 O 12/01/12
0
1671284 491/491 F 370,000.00 ZZ
180 365,070.49 1
4969 SMITH CANYON COURT 7.250 3,377.60 70
7.000 3,377.60 530,000.00
SAN DIEGO CA 92130 2 11/20/97 00
63494221 05 01/01/98 0
63494221 O 12/01/12
0
1
1671285 491/491 F 340,000.00 ZZ
180 337,917.30 1
14380 TRAILWIND ROAD 7.375 3,127.74 62
7.125 3,127.74 550,000.00
POWAY CA 92064 2 11/24/97 00
63494922 05 01/01/98 0
63494922 O 12/01/12
0
1671286 491/491 F 388,300.00 ZZ
180 385,490.87 1
3414 JENNINGS STREET 7.375 3,572.07 60
7.125 3,572.07 650,000.00
SAN DIEGO CA 92106 2 11/14/97 00
6349504 05 01/01/98 0
6349504 O 12/01/12
0
1671287 491/491 F 447,000.00 ZZ
180 445,635.13 1
17634 CALLE MAYOR 7.375 4,112.06 38
7.125 4,112.06 1,190,000.00
RANCHO SANTA FE CA 92067 5 12/08/97 00
63495546 03 02/01/98 0
63495546 O 01/01/13
0
1671288 491/491 F 497,000.00 ZZ
180 493,888.69 1
17437 LUNA DE MIEL 7.125 4,501.99 46
6.875 4,501.99 1,100,000.00
RANCHO SANTA FE CA 92067 2 11/20/97 00
6349566 03 01/01/98 0
6349566 O 12/01/12
0
1671289 491/491 F 403,550.00 ZZ
180 402,331.23 1
451 SOUTH GRANADOS AVENUE 7.500 3,740.96 77
7.250 3,740.96 530,000.00
SOLANA BEACH CA 92075 2 12/08/97 00
63496569 05 02/01/98 0
63496569 O 01/01/13
0
1671290 491/491 F 227,150.00 ZZ
180 226,393.58 1
1
5873 MADRA AVENUE 6.375 1,963.15 63
6.125 1,963.15 364,404.00
SAN DIEGO CA 92120 1 12/11/97 00
63497026 05 02/01/98 0
63497026 O 01/01/13
0
1671291 491/491 F 400,000.00 ZZ
180 398,765.21 1
6420 CLIFF AVENUE 7.250 3,651.46 80
7.000 3,651.46 500,000.00
LONG BRANCH WA 98351 1 12/04/97 00
63513081 05 02/01/98 0
63513081 O 01/01/13
0
1671292 491/491 F 565,000.00 ZZ
180 563,293.62 1
1631 NORTH PEPPER WOOD CIRCLE 7.500 5,237.63 61
7.250 5,237.63 940,000.00
ORANGE CA 92869 2 12/05/97 00
63521997 03 02/01/98 0
63521997 O 01/01/13
0
1671293 491/491 F 322,500.00 ZZ
180 320,318.60 1
7039 NORTH 1ST AVENUE 7.625 3,012.57 79
7.375 3,012.57 410,000.00
PHOENIX AZ 85021 2 11/20/97 00
63538512 05 01/01/98 0
63538512 O 12/01/12
0
1671294 491/491 F 330,000.00 ZZ
180 328,000.47 1
5331 EAST MCDONALD DRIVE 7.500 3,059.15 75
7.250 3,059.15 440,000.00
PARADISE VALLEY AZ 85253 5 11/26/97 00
63540169 05 01/01/98 0
63540169 O 12/01/12
0
1671295 491/491 F 592,000.00 ZZ
180 590,231.62 1
3531 COLDWATER CANYON AVENUE 7.625 5,530.05 80
7.375 5,530.05 740,000.00
LOS ANGELES CA 91604 1 12/04/97 00
63568608 05 02/01/98 0
1
63568608 O 01/01/13
0
1671296 491/491 F 577,600.00 ZZ
180 575,855.57 1
24258 PARK GRANADA 7.500 5,354.43 80
7.250 5,354.43 722,000.00
CALABASAS CA 91302 2 12/05/97 00
6356887 03 02/01/98 0
6356887 O 01/01/13
0
1671298 491/491 F 478,000.00 ZZ
180 476,556.38 1
25591 RAPID FALLS ROAD 7.500 4,431.12 57
7.250 4,431.12 840,000.00
LAGUNA HILLS CA 92653 2 11/21/97 00
63569124 03 02/01/98 0
63569124 O 01/01/13
0
1671299 491/491 F 314,000.00 ZZ
180 311,991.32 1
4 LORENZO 6.875 2,800.43 72
6.625 2,800.43 441,000.00
IRVINE CA 92614 2 11/24/97 00
63569868 03 01/01/98 0
63569868 O 12/01/12
0
1671300 491/491 F 452,000.00 ZZ
180 449,291.04 1
10912 FURLONG DRIVE 7.625 4,222.27 80
7.375 4,222.27 565,000.00
SANTA ANA AREA CA 92705 2 11/19/97 00
63570173 03 01/01/98 0
63570173 O 12/01/12
0
1671301 491/491 F 248,000.00 ZZ
180 247,242.76 1
9651 LA GRANADA AVENUE 7.375 2,281.41 80
7.125 2,281.41 310,000.00
FOUNTAIN VALLEY CA 92708 2 12/04/97 00
63572273 05 02/01/98 0
63572273 O 01/01/13
0
1
1671302 491/491 F 276,000.00 ZZ
180 275,129.23 1
4504 MACKINAW STREET 7.000 2,480.77 80
6.750 2,480.77 345,000.00
UNION CITY CA 94587 1 12/03/97 00
63613646 03 02/01/98 0
63613646 O 01/01/13
0
1671303 491/491 F 244,000.00 ZZ
180 243,254.96 1
4150 17TH STREET #27 7.375 2,244.62 60
7.125 2,244.62 410,000.00
SAN FRANCISO CA 94114 2 12/01/97 00
63618281 01 02/01/98 0
63618281 O 01/01/13
0
1671304 491/491 F 325,000.00 ZZ
180 324,018.45 1
336 REDWOOD DRIVE 7.500 3,012.80 73
7.250 3,012.80 450,000.00
WOODACRE CA 94973 5 12/01/97 00
63619938 05 02/01/98 0
63619938 O 01/01/13
0
1671305 491/491 F 274,000.00 ZZ
180 273,126.10 1
4649 BLUE RIDGE DRIVE 6.875 2,443.69 79
6.625 2,443.69 350,000.00
SAN JOSE CA 95129 2 12/03/97 00
63620588 05 02/01/98 0
63620588 O 01/01/13
0
1671306 491/491 F 650,000.00 ZZ
180 648,036.91 1
1125 WESTRIDGE DRIVE 7.500 6,025.59 28
7.250 6,025.59 2,360,000.00
PORTOLA VALLEY CA 94028 2 12/05/97 00
63620961 05 02/01/98 0
63620961 O 01/01/13
0
1671308 491/491 F 254,300.00 T
180 252,548.68 1
1568 UNION STREET #301 7.750 2,393.67 64
7.500 2,393.67 400,000.00
1
SAN FRANCISCO CA 94123 2 12/01/97 00
63621053 01 02/01/98 0
63621053 O 01/01/13
0
1671309 491/491 F 380,000.00 ZZ
180 377,562.96 1
385 WESTERN DRIVE 7.125 3,442.16 80
6.875 3,442.16 480,000.00
RICHMOND CA 94801 1 11/21/97 00
63622416 05 01/01/98 0
63622416 O 12/01/12
0
1671310 491/491 F 383,200.00 ZZ
180 380,774.97 1
6505 CASTLEMERE DRIVE 7.000 3,444.32 80
6.750 3,444.32 479,000.00
PLANO TX 75093 1 11/20/97 00
63652323 05 01/01/98 0
63652323 O 12/01/12
0
1671311 491/491 F 262,800.00 ZZ
180 261,970.87 1
2107 BRUN STREET 7.000 2,362.13 80
6.750 2,362.13 328,500.00
HOUSTON TX 77019 1 12/01/97 00
6365251 05 02/01/98 0
6365251 O 01/01/13
0
1671312 491/491 F 360,000.00 ZZ
180 357,721.79 1
26 LYRIC ARBOR CIRCLE 7.000 3,235.79 80
6.750 3,235.79 450,000.00
THE WOODLANDS TX 77381 2 11/14/97 00
63652625 03 01/01/98 0
63652625 O 12/01/12
0
1671313 491/491 F 118,458.65 ZZ
124 117,202.14 1
601 23RD ST 7.750 1,391.28 12
7.500 1,391.28 1,075,000.00
SANTA MONIC CA 90402 2 12/01/97 00
7933282 05 01/01/98 0
7933282 O 04/01/08
0
1
1671314 491/491 F 190,265.00 ZZ
128 188,367.39 1
824 FLORES DE ORO 8.000 2,214.45 34
7.750 2,214.45 570,000.00
SOUTH PASADENA CA 91030 2 12/01/97 00
8196273 05 01/01/98 0
8196273 O 08/01/08
0
1671315 491/491 F 196,902.00 ZZ
129 194,960.71 1
1010 GROVE DRIVE 8.000 2,280.44 61
7.750 2,280.44 325,000.00
TULARE CA 93274 2 12/01/97 00
8705 05 01/01/98 0
8705 O 09/01/08
0
1671317 491/491 F 221,629.00 ZZ
130 219,468.21 1
207 SUGAR PINE CIRC 8.000 2,554.34 46
7.750 2,554.34 485,000.00
ZEPHYR COVE NV 89448 2 12/01/97 00
99571 05 01/01/98 0
99571 O 10/01/08
0
1671736 644/G01 F 257,000.00 ZZ
180 257,000.00 1
10922 GENTRY LANE SOUTHWEST 7.250 2,346.06 72
7.000 2,346.06 360,000.00
OLYMPIA WA 98512 5 01/02/98 00
0430574665 05 03/01/98 0
94726635 O 02/01/13
0
1671760 G82/G82 F 270,000.00 ZZ
180 270,000.00 1
111 DEVONSHIRE COURT 7.125 2,445.74 90
6.875 2,445.74 300,000.00
LAREDO TX 78041 1 01/19/98 04
UNKNOWN 05 03/01/98 25
UNKNOWN O 02/01/13
0
1671997 G97/G01 F 69,500.00 ZZ
180 69,500.00 1
1
13486 LAKESHORE DRIVE 7.625 649.22 37
7.375 649.22 188,000.00
GRAND HAVEN TWP MI 49417 2 01/09/98 00
0430578757 05 03/01/98 0
11886 O 02/01/13
0
1672032 964/G01 F 650,000.00 ZZ
180 650,000.00 1
226 INDEPENDENCE DRIVE 7.250 5,933.61 73
7.000 5,933.61 900,000.00
CLAREMONT CA 91711 1 01/09/98 00
0430575555 05 03/01/98 0
30575 O 02/01/13
0
1672121 A13/G01 F 249,000.00 ZZ
180 248,280.43 1
3 OLD STURBRIDGE ROAD 8.000 2,379.57 79
7.750 2,379.57 316,000.00
ARNOLD MD 21012 2 12/04/97 00
0430571711 05 02/01/98 0
970061593 O 01/01/13
0
1672190 B98/G01 F 275,000.00 ZZ
180 275,000.00 1
973 DIONNE WAY 7.750 2,588.51 71
7.500 2,588.51 390,000.00
SAN JOSE CA 95133 2 01/02/98 00
0430571786 05 03/01/98 0
1672190 O 02/01/13
0
1672249 A83/G01 F 424,000.00 ZZ
180 421,402.75 1
1123 HOUSTON MILL ROAD 7.375 3,900.48 80
7.125 3,900.48 530,000.00
ALTANTA GA 30329 4 12/01/97 00
0430545103 05 01/01/98 0
158415 O 12/01/12
0
1672251 A83/G01 F 103,500.00 ZZ
180 102,576.72 1
2308 BROOKSTONE COURT 7.750 974.22 68
7.500 974.22 153,500.00
MT. JULIET TN 37122 1 10/24/97 00
0430545046 05 12/01/97 0
1
1003445 O 11/01/12
0
1672268 286/286 F 330,000.00 ZZ
180 325,994.22 1
3493 WHEELING RD NE 7.500 3,059.15 59
7.250 3,059.15 560,000.00
LANCASTER OH 43130 2 11/21/97 00
0008682339 05 01/01/98 0
0008682339 O 12/01/12
0
1672279 A83/G01 F 235,000.00 ZZ
180 232,857.47 1
3085 BELLINGRATH BLVD 7.500 2,178.48 64
7.250 2,178.48 372,400.00
ROSWELL GA 30076 1 11/07/97 00
0430545467 03 12/01/97 0
5000641 O 11/01/12
0
1672427 998/998 F 250,000.00 ZZ
180 248,468.61 1
1148 VIA ALMADEN 7.375 2,299.81 59
7.125 2,299.81 430,000.00
SAN JOSE CA 95120 2 11/13/97 00
9159970293 05 01/01/98 0
9159970293 O 12/01/12
0
1672434 998/998 F 161,250.00 ZZ
180 160,262.24 1
11000 DARBY AVENUE 7.375 1,483.38 75
7.125 1,483.38 215,000.00
LOS ANGELES CA 91326 2 11/21/97 00
9199794711 05 01/01/98 0
9199794711 O 12/01/12
0
1672570 664/G01 F 295,000.00 ZZ
180 293,270.36 1
1532 SANTA ELENA COURT 7.875 2,797.93 73
7.625 2,797.93 405,000.00
SOLANA BEACH CA 92705 2 11/13/97 00
0430567016 03 01/01/98 0
2402832 O 12/01/12
0
1
1672670 267/267 F 384,500.00 ZZ
180 383,286.92 1
1320 SUGARLOAF DRIVE 7.000 3,456.00 70
6.750 3,456.00 550,000.00
ALAMO CA 94507 5 12/10/97 00
4321589 05 02/01/98 0
4321589 O 01/01/13
0
1672811 E29/G01 F 543,000.00 ZZ
180 541,360.07 1
4900 SOUTH PERRY PARK ROAD 7.500 5,033.68 69
7.250 5,033.68 795,000.00
SEDALIA CO 80135 2 12/24/97 00
0430565085 05 02/01/98 0
19711085 O 01/01/13
0
1672812 E22/G01 F 100,000.00 ZZ
180 99,670.56 1
2710 CARRIAGEDALE ROW 6.500 871.11 29
6.250 871.11 348,990.00
LA JOLLA CA 92037 1 12/16/97 00
0410632525 03 02/01/98 0
410632525 O 01/01/13
0
1672837 369/G01 F 366,500.00 ZZ
180 364,230.43 1
2833 HILLEGASS AVENUE 7.250 3,345.64 64
7.000 3,345.64 580,000.00
BERKELEY CA 94705 2 10/31/97 00
0430561415 05 01/01/98 0
60138294 O 12/01/12
0
1672855 369/G01 F 625,000.00 ZZ
180 622,984.95 1
1845 LAUKAHI STREET 6.750 5,530.68 72
6.500 5,530.68 875,000.00
HONOLULU HI 96821 2 12/04/97 00
0430570754 03 02/01/98 0
60105590 O 01/01/13
0
1673080 E60/G01 F 600,000.00 ZZ
180 598,065.54 1
9 ALTA MIRA LANE 6.750 5,309.46 65
6.500 5,309.46 937,000.00
1
SAN LUIS OBISPO CA 93401 2 12/17/97 00
0430564856 05 02/01/98 0
510531 O 01/01/13
0
1673138 E82/G01 F 290,000.00 ZZ
180 289,104.78 1
5986 CRIMSON DRIVE 7.250 2,647.30 68
7.000 2,647.30 430,000.00
SAN JOSE CA 95120 2 12/19/97 00
0400070827 05 02/01/98 0
0400070827 O 01/01/13
0
1673209 076/076 F 250,000.00 ZZ
167 247,397.62 1
2015 US 27 SOUTH 7.375 2,398.61 63
7.125 2,398.61 400,000.00
LAKE PLACID FL 33852 1 10/09/97 00
7048928 05 12/01/97 0
7048928 O 10/01/11
0
1673212 076/076 F 350,000.00 ZZ
180 346,809.02 1
13050 SAN MATEO STREET 7.500 3,244.54 52
7.250 3,244.54 675,000.00
CORAL GABLES FL 33156 5 10/24/97 00
7120345 05 12/01/97 0
7120345 O 11/01/12
0
1673401 E48/G01 F 243,900.00 ZZ
180 243,900.00 1
313 MONTICELLO RD 7.500 2,260.99 67
7.250 2,260.99 365,000.00
FRANKLIN TN 37064 2 12/29/97 00
0430560417 05 03/01/98 0
8118 O 02/01/13
0
1673408 225/225 F 97,500.00 ZZ
180 97,205.54 1
139 HOOKSTON ROAD 7.500 903.84 63
7.250 903.84 157,000.00
PLEASANT HILL CA 94523 2 12/05/97 00
8079493 05 02/01/98 0
8079493 O 01/01/13
0
1
1673550 A52/G01 F 35,100.00 ZZ
180 35,100.00 1
220 32ND AVENUE 8.125 337.97 71
7.875 337.97 50,000.00
COLUMBUS GA 31903 5 01/12/98 00
0430580175 05 03/01/98 0
1673550 O 02/01/13
0
1673564 664/G01 F 158,000.00 ZZ
180 157,543.39 1
7998 HOLLYWOOD WAY 8.000 1,509.94 53
7.750 1,509.94 300,000.00
BURBANK AREA CA 91352 2 12/17/97 00
0430562660 05 02/01/98 0
2409407 O 01/01/13
0
1673605 830/830 F 301,000.00 ZZ
180 300,090.94 1
9669 MAYPAN PLACE 7.500 2,790.31 79
7.250 2,790.31 385,164.00
LARGO FL 33777 6 12/23/97 00
1562253 05 02/01/98 0
1562253 O 01/01/13
0
1673773 E22/G01 F 292,000.00 ZZ
180 291,078.75 1
5506 LAKEVIEW DR 7.000 2,624.58 60
6.750 2,624.58 490,000.00
EDINA MN 55424 5 12/23/97 00
0410661664 05 02/01/98 0
410661664 O 01/01/13
0
1673801 H60/G01 F 425,000.00 ZZ
180 422,310.48 1
1401 INGEBORG COURT 7.000 3,820.02 51
6.750 3,820.02 837,000.00
MCLEAN VA 22101 5 11/14/97 00
0430576702 05 01/01/98 0
14274 O 12/01/12
0
1673884 638/G01 F 254,000.00 ZZ
180 253,215.91 1
1
2595 REGENT ROAD 7.250 2,318.67 80
7.000 2,318.67 317,500.00
LIVERMORE CA 94550 2 12/17/97 00
0430562074 05 02/01/98 0
8688869 O 01/01/13
0
1673946 491/491 F 425,000.00 ZZ
180 421,040.29 1
947 PEPPERWOOD DRIVE 7.250 3,879.67 57
7.000 3,879.67 747,086.00
DANVILLE CA 94506 1 10/17/97 00
63398354 03 12/01/97 0
63398354 O 11/01/12
0
1673948 491/491 F 650,000.00 ZZ
180 647,536.91 1
7301 BOLERO STREET 7.500 6,025.59 62
7.250 6,025.59 1,060,000.00
CARLSBAD CA 92009 2 12/12/97 00
63496623 05 02/01/98 0
63496623 O 01/01/13
0
1674002 195/G01 F 262,400.00 ZZ
180 262,400.00 1
21 HIGHVIEW ROAD 7.375 2,413.88 80
7.125 2,413.88 328,000.00
DOWNINGTOWN PA 19335 1 01/06/98 00
0430581314 05 03/01/98 0
55811 O 02/01/13
0
1674041 A52/G01 F 138,000.00 ZZ
180 138,000.00 1
5151 SHAWN LANE 7.125 1,250.05 48
6.875 1,250.05 293,000.00
BLAIRSVILLE GA 30512 2 12/30/97 00
0430560425 05 03/01/98 0
245015 O 02/01/13
0
1674050 975/G01 F 261,400.00 ZZ
180 260,575.29 1
963 CALLE AMABLE 7.000 2,349.54 71
6.750 2,349.54 370,000.00
GLENDALE CA 91208 2 12/26/97 00
0430563023 09 02/01/98 0
1
972797 O 01/01/13
0
1674053 E33/G01 F 316,000.00 ZZ
180 316,000.00 4
6405-07 N. OAK PARK AVE 7.000 2,840.30 68
6.750 2,840.30 470,000.00
CHICAGO IL 60638 2 01/12/98 00
0430578468 05 03/01/98 0
337560952 O 02/01/13
0
1674054 731/G01 F 250,000.00 ZZ
180 249,244.97 1
4680 HAMDEN FOREST DRIVE 7.500 2,317.53 53
7.250 2,317.53 474,544.00
ATLANTA GA 30331 4 12/24/97 00
0430563924 03 02/01/98 0
3140665972 O 01/01/13
0
1674104 K08/G01 F 70,000.00 ZZ
180 69,797.71 1
1299 GREENMAR DRIVE 8.000 668.96 59
7.750 668.96 119,000.00
FENTON MO 63026 5 12/18/97 00
0410650469 03 02/01/98 0
410650469 O 01/01/13
0
1674122 E22/G01 F 216,550.00 ZZ
180 215,881.52 1
1697 LAPORTE DRIVE 7.250 1,976.80 70
7.000 1,976.80 309,382.00
ROSEVILLE CA 95747 1 12/29/97 00
0410467823 03 02/01/98 0
410467823 O 01/01/13
0
1674139 403/403 F 320,000.00 ZZ
180 318,990.41 1
8 KENT ROAD 7.000 2,876.26 54
6.750 2,876.26 594,000.00
NEWTON CT 06470 2 12/22/97 00
6600852 05 02/01/98 0
6600852 O 01/01/13
0
1
1674278 952/G01 F 175,000.00 ZZ
180 175,000.00 1
33 LAKEFEILD TERRACE 6.750 1,548.59 55
6.500 1,548.59 320,000.00
SPARTA TWP NJ 07871 2 01/15/98 00
0430585695 05 03/01/98 0
97112089 O 02/01/13
0
1674306 B75/G01 F 345,000.00 T
180 343,969.44 1
608 EAST MAIN STREET 7.625 3,222.75 61
7.375 3,222.75 570,000.00
SUNSET BEACH NC 28467 5 12/12/97 00
0430575308 05 02/01/98 0
7187164 O 01/01/13
0
1674504 E22/G01 F 146,250.00 ZZ
180 145,813.14 1
7 JERVIS AVE 7.625 1,366.16 75
7.375 1,366.16 195,000.00
FARMINGDALE NY 11735 2 12/22/97 00
0410601207 05 02/01/98 0
410601207 O 01/01/13
0
1674517 E22/G01 F 65,000.00 ZZ
180 64,803.69 1
5 MCALPIN LANE 7.500 602.56 73
7.250 602.56 89,400.00
TAYLORSVILLE NC 28681 5 12/19/97 00
0410643449 05 02/01/98 0
410643449 O 01/01/13
0
1674641 267/267 F 280,000.00 ZZ
180 279,135.65 1
11383 STONECRESS AVE. 7.250 2,556.02 79
7.000 2,556.02 356,000.00
FOUNTAIN VALLEY CA 92708 2 12/22/97 00
4324927 05 02/01/98 0
4324927 O 01/01/13
0
1674645 267/267 F 280,000.00 ZZ
180 279,135.65 1
1117 RANCHWOOD PL. 7.250 2,556.02 70
7.000 2,556.02 400,000.00
1
DIAMOND BAR CA 91765 2 12/10/97 00
4322153 05 02/01/98 0
4322153 O 01/01/13
0
1674672 267/267 F 245,000.00 ZZ
180 244,235.40 1
2545 ROBALO AVE 7.125 2,219.29 78
6.875 2,219.29 315,000.00
SAN PEDRO CA 90732 2 12/19/97 00
4324901 05 02/01/98 0
4324901 O 01/01/13
0
1674688 A59/G01 F 300,000.00 ZZ
180 300,000.00 1
70 BIRCH BLUFF ROAD 6.750 2,654.73 50
6.500 2,654.73 600,000.00
TONKA BAY MN 55331 5 01/22/98 00
0430589614 05 03/01/98 0
1674688 O 02/01/13
0
1674690 429/429 F 236,000.00 ZZ
180 235,302.76 1
6016 OLINGER CIRCLE 7.750 2,221.41 68
7.500 2,221.41 350,000.00
EDINA MN 55436 2 12/12/97 00
63625504 05 02/01/98 0
63625504 O 01/01/13
0
1674700 267/267 F 256,000.00 ZZ
180 255,201.07 1
696 N 4TH AVENUE 7.125 2,318.93 80
6.875 2,318.93 320,000.00
KINGSBURG CA 93631 1 12/24/97 00
4324105 05 02/01/98 0
4324105 O 01/01/13
0
1674703 429/429 F 250,000.00 ZZ
180 248,485.20 1
8720 TAVERNOR ROAD 7.500 2,317.54 50
7.250 2,317.54 500,000.00
WILTON CA 95693 5 11/20/97 00
63498286 05 01/01/98 0
63498286 O 12/01/12
0
1
1674825 686/686 F 57,000.00 ZZ
180 56,825.57 2
11331 NE 11TH PLACE 7.350 523.56 62
7.100 523.56 93,000.00
BISCAYNE PARK FL 33161 2 12/05/97 00
818393951 05 02/01/98 0
818393951 O 01/01/13
0
1674826 686/686 F 100,000.00 ZZ
180 99,697.98 1
13610 LA CONCHA LANE 7.500 927.02 67
7.250 927.02 150,000.00
HOUSTON TX 77083 1 12/01/97 00
818487860 03 02/01/98 0
818487860 O 01/01/13
0
1674827 686/686 F 150,500.00 ZZ
180 149,578.09 1
2517 EAST RIDGE DRIVE 7.375 1,384.49 70
7.125 1,384.49 215,000.00
HAMILTON OH 45011 5 11/28/97 00
818642472 05 01/01/98 0
818642472 O 12/01/12
0
1674852 686/686 F 430,000.00 ZZ
180 428,678.39 1
3731 48TH ST N W 7.300 3,937.44 67
7.050 3,937.44 650,000.00
WASHINGTON DC 20016 2 11/26/97 00
818101719 05 02/01/98 0
818101719 O 01/01/13
0
1674853 686/686 F 173,925.00 ZZ
180 172,871.16 1
11248 CARMEL CREEK ROAD 7.500 1,612.31 75
7.250 1,612.31 231,900.00
SAN DIEGO CA 92130 1 11/20/97 00
818588527 01 01/01/98 0
818588527 O 12/01/12
0
1674854 686/686 F 532,000.00 ZZ
180 528,634.53 1
1
1624 EL PASO REAL 7.375 4,894.00 65
7.125 4,894.00 830,000.00
SAN DIEGO CA 92037 2 12/01/97 00
818592412 05 01/01/98 0
818592412 O 12/01/12
0
1674855 686/686 F 113,950.00 ZZ
180 113,613.34 1
4802 NW 57 LANE 7.750 1,072.59 54
7.500 1,072.59 214,000.00
CORAL SPRINGS FL 33067 1 12/05/97 00
818603359 03 02/01/98 0
818603359 O 01/01/13
0
1674902 686/686 F 257,000.00 ZZ
180 256,240.70 1
580 RIFLE CAMP ROAD 7.750 2,419.08 70
7.500 2,419.08 370,000.00
W PATERSON NJ 07424 5 12/05/97 00
818602609 05 02/01/98 0
818602609 O 01/01/13
0
1674903 686/686 F 126,000.00 ZZ
180 125,614.42 1
10 MEAD STREET UNIT #6 7.350 1,157.33 75
7.100 1,157.33 168,000.00
STAMFORD CT 06907 1 12/12/97 00
818614299 01 02/01/98 0
818614299 O 01/01/13
0
1674904 686/686 F 35,800.00 ZZ
180 35,690.45 1
18609 ARLINE AVENUE 7.350 328.83 24
7.100 328.83 150,000.00
ARTESIA CA 90701 5 12/02/97 00
818629081 05 02/01/98 0
818629081 O 01/01/13
0
1674917 686/686 F 151,000.00 ZZ
180 149,424.88 1
5540 LEAFY MEADOW LANE 7.350 1,386.95 53
7.100 1,386.95 288,000.00
YORBA LINDA CA 92887 2 12/05/97 00
818441230 05 02/01/98 0
1
818441230 O 01/01/13
0
1674918 686/686 F 400,000.00 ZZ
180 398,765.21 1
9074 EMPEROR AVENUE 7.250 3,651.46 80
7.000 3,651.46 500,000.00
TEMPLE CITY CA 91775 5 12/05/97 00
818441305 05 02/01/98 0
818441305 O 01/01/13
0
1674919 686/686 F 162,750.00 ZZ
180 162,265.55 1
3800 SAGEWOOD COURT 7.665 1,524.02 75
7.415 1,524.02 217,000.00
PLANO TX 75025 1 12/12/97 00
818563926 05 02/01/98 0
818563926 O 01/01/13
0
1674920 686/686 F 60,000.00 ZZ
180 59,815.58 1
21561 CORONADO AVENUE 7.300 549.42 56
7.050 549.42 108,000.00
BOCA RATON FL 33433 1 12/15/97 00
818572612 09 02/01/98 0
818572612 O 01/01/13
0
1674922 686/686 F 258,900.00 ZZ
180 258,118.09 1
1835 ELMWOOD DRIVE 7.500 2,400.04 70
7.250 2,400.04 370,000.00
HIGHLAND PARK IL 60035 5 12/05/97 00
818642159 05 02/01/98 0
818642159 O 01/01/13
0
1674923 686/686 F 138,750.00 ZZ
180 138,340.06 1
1660 TIMBER LANE DRIVE 7.750 1,306.03 75
7.500 1,306.03 185,000.00
MONTGOMERY IL 60538 2 12/08/97 00
818642365 05 02/01/98 0
818642365 O 01/01/13
0
1
1674924 686/686 F 60,000.00 ZZ
180 59,816.39 1
3609 DIX LANE 7.350 551.11 40
7.100 551.11 150,000.00
MODESTO CA 95356 5 12/04/97 00
818645624 05 02/01/98 0
818645624 O 01/01/13
0
1674926 686/686 F 50,000.00 ZZ
180 49,846.99 1
11490 SW 56TH STREET 7.350 459.26 40
7.100 459.26 125,000.00
MIAMI FL 33165 5 12/19/97 00
818394553 05 02/01/98 0
818394553 O 01/01/13
0
1674927 686/686 F 390,000.00 ZZ
180 388,796.08 1
213 PENFIELD ROAD 7.250 3,560.17 75
7.000 3,560.17 520,000.00
FAIRFIELD CT 06430 1 12/15/97 00
818529950 05 02/01/98 0
818529950 O 01/01/13
0
1674943 686/686 F 94,000.00 ZZ
180 93,716.10 1
488 WILLARD STREET 7.500 871.40 71
7.250 871.40 133,000.00
QUINCY MA 02169 2 12/16/97 00
818469389 05 02/01/98 0
818469389 O 01/01/13
0
1674947 686/686 F 100,000.00 ZZ
180 99,707.80 1
37643 DOUGLAS CT 7.875 948.45 67
7.625 948.45 151,000.00
STERLING HEIGHT MI 48310 5 12/08/97 00
818684185 05 02/01/98 0
818684185 O 01/01/13
0
1674967 686/686 F 430,000.00 ZZ
180 428,687.61 1
242 DRIFTWOOD ROAD 7.380 3,956.89 65
7.130 3,956.89 665,000.00
1
NEWPORT BEACH CA 92625 2 12/05/97 00
818620114 05 02/01/98 0
818620114 O 01/01/13
0
1674968 686/686 F 93,500.00 ZZ
180 93,213.88 1
21600 ELTON LANE 7.350 858.81 75
7.100 858.81 125,000.00
NUEVO CA 92567 2 12/12/97 00
818621112 05 02/01/98 0
818621112 O 01/01/13
0
1674969 686/686 F 98,000.00 ZZ
180 97,700.76 1
341 NORTHWEST BARSTOW 7.375 901.53 67
7.125 901.53 147,000.00
WAUKESHA WI 53188 2 12/10/97 00
818684078 05 02/01/98 0
818684078 O 01/01/13
0
1674973 686/686 F 114,750.00 ZZ
180 114,376.02 1
6815 WESTMORELAND ROAD 6.625 1,007.50 75
6.375 1,007.50 153,000.00
FALLS CHURCH VA 22042 2 12/10/97 00
818470247 05 02/01/98 0
818470247 O 01/01/13
0
1675030 686/686 F 237,000.00 ZZ
180 236,274.76 1
1722 HUDSON DRIVE 7.350 2,176.87 73
7.100 2,176.87 325,000.00
SAN JOSE CA 95124 2 12/19/97 00
818647422 05 02/01/98 0
818647422 O 01/01/13
0
1675031 686/686 F 101,250.00 ZZ
180 100,954.14 1
2323 NORTH FINLEY 7.875 960.31 75
7.625 960.31 135,000.00
RIVER GROVE IL 60171 2 12/19/97 00
818684896 05 02/01/98 0
818684896 O 01/01/13
0
1
1675073 686/686 F 110,000.00 ZZ
180 109,655.95 1
419 WEST 93RD STREET 7.100 994.88 69
6.850 994.88 160,000.00
INGLEWOOD CA 90301 2 12/10/97 00
818629347 05 02/01/98 0
818629347 O 01/01/13
0
1675074 686/686 F 400,000.00 ZZ
180 398,809.34 1
533 MIMOSA COURT 7.665 3,745.66 52
7.415 3,745.66 775,000.00
LOS ALTOS CA 94022 5 12/11/97 00
818647711 05 02/01/98 0
818647711 O 01/01/13
0
1675076 686/686 F 120,000.00 ZZ
180 119,623.04 1
15920 NE 6TH STREET 7.050 1,081.96 39
6.800 1,081.96 315,000.00
BELLEVUE WA 98008 2 12/22/97 00
818576423 05 02/01/98 0
818576423 O 01/01/13
0
1675077 686/686 F 270,000.00 ZZ
180 269,148.16 1
1500 LACKEY ROAD 7.000 2,426.84 59
6.750 2,426.84 460,000.00
ROSWELL GA 30075 2 12/22/97 00
818603110 05 02/01/98 0
818603110 O 01/01/13
0
1675079 686/686 F 300,000.00 ZZ
180 299,113.67 1
39 S GLEN ROAD 7.750 2,823.83 54
7.500 2,823.83 565,000.00
KINNELON NJ 07405 5 12/23/97 00
818604936 05 02/01/98 0
818604936 O 01/01/13
0
1675080 686/686 F 85,000.00 ZZ
180 84,731.82 1
1
615 FORBES STREET 7.000 764.01 70
6.750 764.01 122,500.00
EAST HARTFORD CT 06118 1 12/29/97 00
818051435 05 02/01/98 0
818051435 O 01/01/13
0
1675081 686/686 F 227,100.00 ZZ
180 226,343.75 1
10266 SW22 PLACE 6.375 1,962.72 52
6.125 1,962.72 443,564.00
DAVIE FL 33324 1 12/30/97 00
818608978 03 02/01/98 0
818608978 O 01/01/13
0
1675137 354/354 F 247,500.00 ZZ
180 246,744.28 1
3951 SOUTH DELAWARE AVENUE 7.375 2,276.81 90
7.125 2,276.81 275,000.00
TULSA OK 74105 2 12/09/97 04
21282314 05 02/01/98 25
21282314 O 01/01/13
0
1675143 354/354 F 244,000.00 ZZ
180 242,448.98 1
LOT 18 SPRING MOUNTAIN ROAD 7.000 2,193.15 80
6.750 2,193.15 305,000.00
CROSS ROADS TX 76227 2 11/14/97 00
21326541 05 01/01/98 0
21326541 O 12/01/12
0
1675148 356/G01 F 248,300.00 ZZ
180 247,541.84 1
128 MONTE VISTA DRIVE 7.375 2,284.17 63
7.125 2,284.17 400,000.00
MONTEREY CA 93940 2 12/18/97 00
0430568303 05 02/01/98 0
2454387 O 01/01/13
0
1675151 354/354 F 310,000.00 ZZ
180 309,024.71 1
10 MUIRWOOD DR 7.125 2,808.08 68
6.875 2,808.08 460,000.00
GLEN ELLYN IL 60137 2 12/04/97 00
21327127 05 02/01/98 0
1
21327127 O 01/01/13
0
1675161 356/G01 F 574,000.00 ZZ
180 572,285.38 1
26001 KENDRA LANE 7.625 5,361.91 70
7.375 5,361.91 820,000.00
HAYWARD CA 94541 2 12/16/97 00
0430568170 03 02/01/98 0
2455665 O 01/01/13
0
1675172 354/354 F 252,000.00 ZZ
180 251,222.08 1
769 LARCHMONT ROAD 7.250 2,300.42 90
7.000 2,300.42 280,000.00
PITTSBURGH PA 15243 1 12/01/97 11
21346309 05 02/01/98 25
21346309 O 01/01/13
0
1675182 354/354 F 230,000.00 ZZ
180 229,312.96 1
9612 SILVERSIDE DR 7.625 2,148.50 72
7.375 2,148.50 320,000.00
SOUTH LYON MI 48178 5 12/12/97 00
21351408 05 02/01/98 0
21351408 O 01/01/13
0
1675189 E82/G01 F 367,500.00 T
180 366,377.87 1
133 RIDGE TOP DRIVE 7.375 3,380.72 80
7.125 3,380.72 459,409.00
WHITEFISH MT 59937 2 12/29/97 00
0400077517 03 02/01/98 0
0400077517 O 01/01/13
0
1675190 354/354 F 240,000.00 ZZ
180 238,259.12 1
3300 HERMITAGE ROAD 7.250 2,190.87 45
7.000 2,190.87 540,000.00
BIRMINGHAM AL 35223 1 12/01/97 00
21365721 05 01/01/98 0
21365721 O 12/01/12
0
1
1675204 461/G01 F 214,850.00 ZZ
180 213,533.91 1
25822 SAN TROPEZ COURT 7.375 1,976.46 75
7.125 1,976.46 286,500.00
MISSION VIEJO CA 92692 1 11/17/97 00
0430569533 05 01/01/98 0
21957527 O 12/01/12
0
1675208 367/367 F 291,000.00 ZZ
180 290,061.79 1
2099 ROBIN WAY COURT 6.750 2,575.09 89
6.500 2,575.09 330,000.00
VIENNA VA 22182 2 12/23/97 10
302810 03 02/01/98 25
302810 O 01/01/13
0
1675268 399/399 F 280,000.00 ZZ
180 279,154.36 1
22528 W JAMESON DR. 7.500 2,595.64 67
7.250 2,595.64 418,000.00
CALABASAS CA 91302 2 12/17/97 00
6780605 05 02/01/98 0
6780605 O 01/01/13
0
1675338 E22/G01 F 340,000.00 ZZ
180 340,000.00 1
6578 ASHBURY CIRCLE 7.125 3,079.83 74
6.875 3,079.83 461,990.00
HUNTINGTON BEAC CA 92648 1 12/29/97 00
0410660963 03 03/01/98 0
410660963 O 02/01/13
0
1675397 975/G01 F 340,000.00 ZZ
180 340,000.00 1
794 VIA ESPIRITO SANTOS 7.250 3,103.73 72
7.000 3,103.73 475,000.00
CLAREMONT CA 91711 1 01/02/98 00
0430569285 05 03/01/98 0
972812 O 02/01/13
0
1675398 450/450 F 227,150.00 ZZ
167 226,342.77 1
2309 STONE BRIDGE DRIVE 7.000 2,132.27 63
6.750 2,132.27 362,442.00
1
ARLINGTON TX 76006 4 12/22/97 00
4301958 03 02/01/98 0
4301958 O 12/01/11
0
1675400 685/G01 F 390,000.00 ZZ
180 388,822.15 1
650 DUNHILL DRIVE 7.500 3,615.35 73
7.250 3,615.35 535,000.00
DANVILLE CA 94526 2 12/22/97 00
0430574111 03 02/01/98 0
110241 O 01/01/13
0
1675405 685/G01 F 245,000.00 ZZ
180 244,268.15 1
38 SEGADA 7.625 2,288.62 64
7.375 2,288.62 385,000.00
RANCHO SANTA MA CA 92688 2 12/19/97 00
0430567347 03 02/01/98 0
109949 O 01/01/13
0
1675457 491/491 F 400,000.00 ZZ
180 396,109.28 1
601 LIDO PARK DRIVE #3D 6.750 3,539.64 79
6.500 3,539.64 510,000.00
NEWPORT BEACH CA 92663 1 10/21/97 00
63292742 06 12/01/97 0
63292742 O 11/01/12
0
1675516 491/491 F 350,000.00 ZZ
180 348,942.95 1
6681 COLGATE AVENUE 7.500 3,244.55 90
7.250 3,244.55 390,000.00
LOS ANGELES CA 90048 2 12/16/97 21
0063360675 05 02/01/98 12
0063360675 O 01/01/13
0
1675573 E22/G01 F 288,000.00 ZZ
180 287,158.46 1
225 WILTSHIRE LANE 7.875 2,731.54 67
7.625 2,731.54 435,000.00
SEVERNA PARK MD 21146 2 12/23/97 00
0410578421 05 02/01/98 0
410578421 O 01/01/13
0
1
1675648 B57/G01 F 100,000.00 ZZ
180 100,000.00 1
2789 VIA VELA 7.250 912.87 43
7.000 912.87 233,000.00
CAMARILLO CA 93010 1 01/05/98 00
0430568527 05 03/01/98 0
9740348 O 02/01/13
0
1675774 721/G01 F 500,000.00 ZZ
180 498,506.43 1
686 LENOX ROAD 7.625 4,670.65 59
7.375 4,670.65 850,000.00
GLEN ELLYN IL 60137 2 12/19/97 00
0430576801 05 02/01/98 0
36294 O 01/01/13
0
1675780 491/491 F 350,000.00 ZZ
180 348,919.55 1
46780 SENTINEL DRIVE 7.250 3,195.03 56
7.000 3,195.03 625,000.00
FREMONT CA 94539 2 12/15/97 00
0063456605 05 02/01/98 0
0063456605 O 01/01/13
0
1675781 491/491 F 409,616.00 ZZ
180 408,378.90 1
1101 EAST WARNER ROAD #118 7.500 3,797.20 70
7.250 3,797.20 590,000.00
TEMPE AZ 85284 2 12/17/97 00
0063298180 03 02/01/98 0
0063298180 O 01/01/13
0
1675784 491/491 F 325,000.00 ZZ
180 323,974.63 1
4038 BATRIS COURT 7.000 2,921.20 52
6.750 2,921.20 625,000.00
CALABASAS CA 91302 2 12/26/97 00
0063534410 03 02/01/98 0
0063534410 O 01/01/13
0
1675786 491/491 F 600,000.00 ZZ
180 598,167.95 1
1
18900 BELLGROVE CIRCLE 7.375 5,519.55 75
7.125 5,519.55 800,000.00
SARATOGA CA 95070 2 12/16/97 00
0063480522 05 02/01/98 0
0063480522 O 01/01/13
0
1676374 637/G01 F 246,000.00 ZZ
180 245,232.28 1
474 GABRIEL AVNEUE 7.125 2,228.35 79
6.875 2,228.35 315,000.00
YUBA CITY CA 95993 2 12/15/97 00
0430568451 05 02/01/98 0
9627902 O 01/01/13
0
1676417 201/G01 F 375,000.00 ZZ
180 373,854.97 1
17385 ROLLING WOODS CIRCLE 7.375 3,449.72 65
7.125 3,449.72 580,000.00
NORTHVILLE MI 48167 1 12/15/97 00
0430574285 05 02/01/98 0
4909033674 O 01/01/13
0
1676527 948/G01 F 322,400.00 ZZ
180 322,400.00 1
4415 JUNIPER TRAIL 7.000 2,897.83 80
6.750 2,897.83 403,000.00
RENO NV 89509 1 01/05/98 00
0430578435 03 03/01/98 0
29091 O 02/01/13
0
1676588 638/G01 F 270,000.00 ZZ
180 269,202.31 1
1918 WILSON AVENUE 7.750 2,541.44 90
7.500 2,541.44 300,000.00
UPLAND CA 91784 2 12/12/97 10
0430568105 05 02/01/98 25
8688931 O 01/01/13
0
1677773 975/G01 F 510,000.00 ZZ
180 510,000.00 1
100 WEST ORANGE GROVE AVE 7.250 4,655.60 70
7.000 4,655.60 730,000.00
ARCADIA CA 91006 1 01/06/98 00
0430574780 05 03/01/98 0
1
972657 O 02/01/13
0
1678610 074/G01 F 500,000.00 ZZ
180 498,506.43 1
110 MABEL DODGE LANE 7.625 4,670.65 63
7.375 4,670.65 800,000.00
TAOS NM 87571 5 12/08/97 00
0430598201 05 02/01/98 0
1113065150 O 01/01/13
0
1678611 074/074 F 41,200.00 ZZ
180 41,076.93 1
3505 BONITA DRIVE 7.625 384.86 80
7.375 384.86 52,000.00
GULFPORT MS 39501 5 12/10/97 00
1113065535 05 02/01/98 0
1113065535 O 01/01/13
0
1678613 074/G01 F 237,800.00 ZZ
180 237,073.90 1
313 REVERE ST 7.375 2,187.58 90
7.125 2,187.58 265,000.00
UPLAND CA 91784 2 12/24/97 11
0430598219 05 02/01/98 12
1113066710 O 01/01/13
0
1678614 074/G01 F 47,200.00 ZZ
180 47,060.55 1
7024 WALLACE DRIVE 7.750 444.28 73
7.500 444.28 65,000.00
MILTON FL 32571 5 12/15/97 00
0430598227 05 02/01/98 0
1113069274 O 01/01/13
0
1678615 074/G01 F 121,600.00 ZZ
180 121,236.77 1
1695 WIMBLEDON DRIVE 7.625 1,135.90 80
7.375 1,135.90 152,000.00
AUBURN CA 95603 5 12/15/97 00
0430598235 05 02/01/98 0
1113069591 O 01/01/13
0
1
1678616 074/G01 F 255,000.00 ZZ
180 254,186.71 1
2740 SORREL STREET 6.875 2,274.23 90
6.625 2,274.23 285,000.00
BREA CA 92821 2 12/24/97 14
0430598243 03 02/01/98 12
1113069988 O 01/01/13
0
1678617 074/G01 F 283,000.00 ZZ
180 282,126.39 1
234 MARLBOROUGH ST UNIT 4 7.250 2,583.40 63
7.000 2,583.40 450,000.00
BOSTON MA 02116 2 12/17/97 00
0430598250 01 02/01/98 0
1114024792 O 01/01/13
0
1678618 074/G01 F 210,000.00 T
180 208,612.59 1
WOODSIDE PO BOX 2226 6.500 1,829.33 56
6.250 1,829.33 375,000.00
BUCKINGHAM VA 23921 1 12/15/97 00
0430598268 05 01/01/98 0
1114032203 O 12/01/12
0
1678619 074/G01 F 330,000.00 ZZ
180 328,970.14 1
1171 MEREDITH LN 7.125 2,989.24 64
6.875 2,989.24 520,000.00
CHESTER SPRINGS PA 19425 2 12/30/97 00
0430598276 05 02/01/98 0
1172145342 O 01/01/13
0
1678620 074/G01 F 400,750.00 ZZ
180 399,485.66 1
16242 N 110TH ST 7.000 3,602.05 80
6.750 3,602.05 502,000.00
SCOTTSDALE AZ 85259 2 12/04/97 00
0430598284 03 02/01/98 0
1204009502 O 01/01/13
0
1678621 074/G01 F 360,000.00 ZZ
180 358,212.53 1
1728 PACIFIC AVENUE 7.500 3,337.24 48
7.250 3,337.24 755,000.00
1
MANHATTAN BEACH CA 90266 5 12/23/97 00
0430598292 05 02/01/98 0
1230017053 O 01/01/13
0
1678622 074/G01 F 288,000.00 ZZ
180 287,110.95 1
2359 NORTH ROCKRIDGE CIRCLE 7.250 2,629.05 80
7.000 2,629.05 360,000.00
ORANGE CA 92867 2 12/22/97 00
0430598300 05 02/01/98 0
1231010413 O 01/01/13
0
1678623 074/G01 F 491,200.00 ZZ
180 489,633.38 1
2422 NORTH ARDMORE AVENUE 6.875 4,380.79 80
6.625 4,380.79 614,000.00
MANHATTAN BEACH CA 90266 1 12/11/97 00
0430598318 05 02/01/98 0
1234010544 O 01/01/13
0
1678624 074/G01 F 262,000.00 ZZ
180 261,191.22 1
23833 STANHURST STREET 7.250 2,391.70 80
7.000 2,391.70 330,000.00
LOMITA CA 90501 5 12/17/97 00
0430598326 05 02/01/98 0
1234011354 O 01/01/13
0
1678625 074/G01 F 534,000.00 ZZ
180 532,404.88 1
1287 TRIESTE DRIVE 7.625 4,988.25 72
7.375 4,988.25 750,000.00
SAN DIEGO CA 92107 2 12/12/97 00
0430598334 05 02/01/98 0
1243009502 O 01/01/13
0
1678626 074/G01 F 300,000.00 ZZ
180 298,121.96 1
6111 SCENIC AVENUE 7.125 2,717.49 57
6.875 2,717.49 533,000.00
LOS ANGELES CA 90068 2 12/02/97 00
0430598342 05 01/01/98 0
1246004480 O 12/01/12
0
1
1678628 074/G01 F 300,000.00 ZZ
180 299,093.96 1
3420 GULFSTREAM RD 7.500 2,781.04 60
7.250 2,781.04 505,000.00
GULFSTREAM FL 33483 5 12/24/97 00
0430598359 05 02/01/98 0
1301132990 O 01/01/13
0
1678629 074/G01 F 196,000.00 ZZ
180 195,408.06 1
1241 WILSHIRE CIRCLE EAST 7.500 1,816.94 80
7.250 1,816.94 245,000.00
PEMBROKE PINES FL 33027 5 12/31/97 00
0430598367 03 02/01/98 0
1311308210 O 01/01/13
0
1678630 074/G01 F 296,000.00 ZZ
180 293,703.37 1
17150 SW 232 STREET 7.500 2,743.96 78
7.250 2,743.96 380,000.00
MIAMI FL 33170 5 12/04/97 00
0430598375 05 01/01/98 0
1311308582 O 12/01/12
0
1678631 074/G01 F 279,000.00 ZZ
180 278,110.17 1
6801 SW 126 TERRACE 6.875 2,488.27 48
6.625 2,488.27 590,000.00
MIAMI FL 33156 2 12/31/97 00
0430598383 05 02/01/98 0
1311312230 O 01/01/13
0
1678632 074/G01 F 264,000.00 ZZ
180 263,193.90 1
5223 HEATHROW HILLS DRIVE 7.375 2,428.60 40
7.125 2,428.60 672,000.00
BRENTWOOD TN 37027 2 12/10/97 00
0430598391 05 02/01/98 0
1341033280 O 01/01/13
0
1678636 074/G01 F 750,000.00 ZZ
180 747,709.94 1
1
639 ALAMANDA CT 7.375 6,899.43 33
7.125 6,899.43 2,300,000.00
INDIALANTIC FL 32903 5 12/15/97 00
0430598409 05 02/01/98 0
1391052264 O 01/01/13
0
1678639 074/G01 F 300,000.00 ZZ
180 299,063.76 1
BEAR DRIVE 7.125 2,717.49 73
6.875 2,717.49 416,020.00
STEAMBOAT SPRIN CO 80477 1 12/18/97 00
0430598417 05 02/01/98 0
1463007730 O 01/01/13
0
1678640 074/G01 F 480,000.00 ZZ
180 478,550.34 1
2563 MAGNOLIA BOULEVARD WEST 7.500 4,449.66 60
7.250 4,449.66 800,000.00
SEATTLE WA 98199 2 12/18/97 00
0430598425 05 02/01/98 0
1471011110 O 01/01/13
0
1678641 074/G01 F 290,000.00 ZZ
180 289,104.78 1
510 SW 295TH PLACE 7.250 2,647.30 54
7.000 2,647.30 540,000.00
FEDERAL WAY WA 98023 2 12/17/97 00
0430598433 05 02/01/98 0
1471013670 O 01/01/13
0
1678642 074/G01 F 650,000.00 ZZ
180 648,015.29 1
3943 LAGUNA BLANCA DRIVE 7.375 5,979.50 65
7.125 5,979.50 1,000,000.00
SANTA BARBARA CA 93110 2 12/24/97 00
0430598441 03 02/01/98 0
1484008923 O 01/01/13
0
1678643 074/G01 F 342,000.00 ZZ
180 340,859.38 1
5 RINCON VISTA ROAD 6.875 3,050.14 53
6.625 3,050.14 650,000.00
SANTA BARBARA CA 93103 2 12/29/97 00
0430598458 05 02/01/98 0
1
1484008945 O 01/01/13
0
1678644 074/G01 F 460,000.00 ZZ
180 458,532.89 1
308 RUTHERFORD DRIVE 6.875 4,102.53 75
6.625 4,102.53 615,000.00
DANVILLE CA 94526 5 12/29/97 00
0430598466 05 02/01/98 0
1494004805 O 01/01/13
0
1678645 074/G01 F 77,500.00 ZZ
180 77,025.27 1
317 CHESTNUT ST 7.375 712.94 59
7.125 712.94 132,000.00
ALBURTIS PA 18011 2 12/02/97 00
0430598474 05 01/01/98 0
1500384753 O 12/01/12
0
1678646 074/G01 F 64,400.00 ZZ
180 63,992.45 1
718 E CALLE ADOBE DRIVE 7.000 578.85 80
6.750 578.85 80,500.00
GOODYEAR AZ 85338 5 12/03/97 00
0430598482 05 01/01/98 0
1500391908 O 12/01/12
0
1678647 074/G01 F 111,000.00 ZZ
180 110,320.07 1
5220 SUNCREST CIRCLE 7.375 1,021.11 75
7.125 1,021.11 148,000.00
WHITEHALL PA 18052 2 12/05/97 00
0430598490 05 01/01/98 0
1500397868 O 12/01/12
0
1678648 074/G01 F 120,000.00 ZZ
180 118,857.59 1
RT 1 BOX 192 A 7.000 1,078.59 75
6.750 1,078.59 160,000.00
ATHENS LA 71003 2 12/22/97 00
0430598508 05 12/01/97 0
1504165139 O 11/01/12
0
1
1678649 074/G01 F 315,000.00 ZZ
180 313,112.12 1
7 MIDDLEBROOK 7.625 2,942.51 68
7.375 2,942.51 465,000.00
CREVE COEUR MO 63141 5 12/02/97 00
0430598516 05 01/01/98 0
1504168206 O 12/01/12
0
1678650 074/G01 F 156,000.00 ZZ
180 155,054.78 1
15507 DOUGLAS PARKWAY 7.500 1,446.14 65
7.250 1,446.14 240,000.00
URBANDALE IA 50323 2 12/04/97 00
0430598524 05 01/01/98 0
1504168807 O 12/01/12
0
1678651 074/G01 F 500,000.00 ZZ
180 496,903.70 1
1514 PACLAND PLACE 7.250 4,564.32 40
7.000 4,564.32 1,270,000.00
CHESTERFIELD MO 63005 2 12/08/97 00
0430598532 03 01/01/98 0
1504169606 O 12/01/12
0
1678652 074/G01 F 548,000.00 ZZ
180 544,532.09 1
837 MYRTLE VIEW DRIVE 7.000 4,925.58 80
6.750 4,925.58 685,000.00
BATON ROUGE LA 70810 2 12/24/97 00
0430598540 05 01/01/98 0
1504174242 O 12/01/12
0
1678653 074/G01 F 238,800.00 ZZ
180 237,321.21 1
17726 EAGLEWOOD DRIVE 7.250 2,179.92 80
7.000 2,179.92 298,500.00
BATON ROUGE LA 70810 1 12/26/97 00
0430598557 05 01/01/98 0
1504175722 O 12/01/12
0
1678654 074/G01 F 303,000.00 ZZ
180 302,064.64 1
360 STONEHAVEN DRIVE 7.250 2,765.98 79
7.000 2,765.98 388,000.00
1
MANDEVILLE LA 70471 2 12/23/97 00
0430598565 05 02/01/98 0
1504176758 O 01/01/13
0
1678655 074/G01 F 241,700.00 ZZ
180 240,235.51 1
17433 RADCLIFFE PLACE DRIVE 7.500 2,240.59 78
7.250 2,240.59 310,000.00
WILDWOOD MO 63025 2 12/16/97 00
0430598573 03 01/01/98 0
1504177070 O 12/01/12
0
1678656 074/G01 F 650,000.00 ZZ
180 645,886.59 1
6635 PIKES LANE 7.000 5,842.39 76
6.750 5,842.39 865,000.00
BATON ROUGE LA 70808 2 12/09/97 00
0430598581 05 01/01/98 0
1504178651 O 12/01/12
0
1678658 074/G01 F 405,000.00 ZZ
180 402,409.20 1
189 BRIDGEWATER 6.875 3,612.01 86
6.625 3,612.01 475,000.00
HATTIESBURG MS 39402 1 12/22/97 01
0430598599 03 01/01/98 25
1504179701 O 12/01/12
0
1678659 074/G01 F 768,750.00 ZZ
180 763,989.46 1
2 BELLERIVE CTRY CLUB GROUNDS 7.250 7,017.63 75
7.000 7,017.63 1,025,000.00
ST LOUIS MO 63141 1 11/19/97 00
0430598607 03 01/01/98 0
1504181066 O 12/01/12
0
1678661 074/G01 F 610,000.00 ZZ
180 606,181.31 1
1234 SOUTH OAK KNOLL AVENUE 7.125 5,525.57 23
6.875 5,525.57 2,750,000.00
PASADENA CA 91106 2 12/04/97 00
0430598615 05 01/01/98 0
1506355747 O 12/01/12
0
1
1678662 074/G01 F 368,000.00 ZZ
180 365,745.79 1
11947 SIERRA LANE 7.375 3,385.32 80
(NORTH RIDGE AREA) 7.125 3,385.32 460,000.00
LOS ANGELES CA 91326 2 12/15/97 00
0430598623 05 01/01/98 0
1506360962 O 12/01/12
0
1678663 074/G01 F 270,000.00 ZZ
180 264,955.20 1
852 SAN NICHOLAS CIRCLE 7.875 2,560.81 66
7.625 2,560.81 410,000.00
HUNTINGTON BEAC CA 92648 2 12/15/97 00
0430598631 05 01/01/98 0
1506367338 O 12/01/12
0
1678664 074/G01 F 145,000.00 ZZ
180 143,619.57 1
34904 SIERRA DAWN DRIVE 7.000 1,303.30 80
6.750 1,303.30 181,500.00
NORTH FORK CA 93643 5 10/24/97 00
0430598649 05 12/01/97 0
1506371710 O 11/01/12
0
1678665 074/G01 F 88,000.00 T
180 87,489.70 1
3030 SOUTH BRADFORD PLACE #B 8.000 840.97 80
7.750 840.97 110,000.00
SANTA ANA CA 92707 1 12/09/97 00
0430598656 01 01/01/98 0
1506374049 O 12/01/12
0
1678666 074/G01 F 454,500.00 ZZ
180 451,715.93 1
1411 HOLIDAY HILL ROAD 7.375 4,181.05 74
7.125 4,181.05 615,000.00
GOLETA CA 93117 2 11/10/97 00
0430598664 05 01/01/98 0
1506375234 O 12/01/12
0
1678667 074/G01 F 485,000.00 ZZ
180 482,061.33 1
1
3647 NELSON WAY 7.500 4,496.01 71
7.250 4,496.01 690,000.00
FULLERTON CA 92835 2 11/24/97 00
0430598672 05 01/01/98 0
1506380813 O 12/01/12
0
1678669 074/G01 F 350,000.00 ZZ
180 347,856.05 1
6117 SONGBIRD CIRCLE 7.375 3,219.73 70
7.125 3,219.73 502,000.00
BOULDER CO 80303 5 12/12/97 00
0430598680 09 01/01/98 0
1506383039 O 12/01/12
0
1678670 074/G01 F 275,000.00 ZZ
180 273,297.05 1
242 MOUNTAIN VIEW PLACE 7.250 2,510.37 62
7.000 2,510.37 450,000.00
PALM SPRINGS CA 92262 2 12/29/97 00
0430598698 05 01/01/98 0
1506383232 O 12/01/12
0
1678671 074/G01 F 300,000.00 ZZ
180 298,080.90 1
306 FREYA DRIVE 6.875 2,675.56 80
6.625 2,675.56 375,000.00
SOLVANG CA 93463 1 12/23/97 00
0430598706 03 01/01/98 0
1506384370 O 12/01/12
0
1678672 074/G01 F 260,000.00 ZZ
180 258,475.57 1
3970 ELLENITA AVENUE (TARZANA) 7.875 2,465.97 65
7.625 2,465.97 400,000.00
LOS ANGELES CA 91356 2 12/03/97 00
0430598714 05 01/01/98 0
1506387594 O 12/01/12
0
1678673 074/G01 F 300,000.00 ZZ
180 299,123.40 1
21 EAST PAMELA ROAD 7.875 2,845.35 57
7.625 2,845.35 530,000.00
ARCADIA CA 91006 2 12/16/97 00
0430598722 05 02/01/98 0
1
1506387652 O 01/01/13
0
1678674 074/G01 F 260,000.00 ZZ
180 258,631.85 1
3692 PRINCETON AVENUE 7.750 2,447.32 80
7.500 2,447.32 327,000.00
SAN DIEGO CA 92117 2 12/30/97 00
0430598730 05 02/01/98 0
1506388269 O 01/01/13
0
1678675 074/G01 F 255,000.00 ZZ
180 253,454.93 1
175 CAMEO DRIVE 7.500 2,363.88 70
7.250 2,363.88 365,000.00
DANVILLE CA 94526 5 11/18/97 00
0430598748 05 01/01/98 0
1506389240 O 12/01/12
0
1678676 074/G01 F 320,000.00 ZZ
180 318,061.08 1
29991 VIA NORTE 7.500 2,966.44 80
7.250 2,966.44 400,000.00
TEMECULA CA 92591 2 12/16/97 00
0430598755 03 01/01/98 0
1506390409 O 12/01/12
0
1678679 074/G01 F 380,000.00 ZZ
180 378,889.64 1
12909 HILARY WAY 7.875 3,604.11 57
7.625 3,604.11 675,000.00
REDLANDS CA 92373 2 12/29/97 00
0430598763 05 02/01/98 0
1506397215 O 01/01/13
0
1678680 074/G01 F 300,000.00 ZZ
180 299,073.91 1
8915 CAMINO REAL AVENUE 7.250 2,738.59 75
7.000 2,738.59 403,000.00
SAN GABRIEL ARE CA 91775 1 12/29/97 00
0430598771 05 02/01/98 0
1506402097 O 01/01/13
0
1
1678681 074/G01 F 600,000.00 ZZ
180 594,287.90 1
6076 E JENAN DRIVE 7.000 5,392.97 49
6.750 5,392.97 1,240,000.00
SCOTTSDALE AZ 85254 1 10/28/97 00
0430598789 03 12/01/97 0
1507327135 O 11/01/12
0
1678682 074/G01 F 59,500.00 ZZ
180 59,147.29 1
208 KAY DRIVE 7.750 560.06 80
7.500 560.06 75,000.00
GREENWOOD SC 29649 5 12/19/97 00
0430598797 05 01/01/98 0
1507329119 O 12/01/12
0
1678683 074/G01 F 290,000.00 ZZ
180 288,164.80 1
9080 BOOTH RD 7.000 2,606.60 70
6.750 2,606.60 419,000.00
KIRKLAND OH 44060 5 12/23/97 00
0430598805 05 01/01/98 0
1507332452 O 12/01/12
0
1678684 074/G01 F 525,000.00 ZZ
180 523,379.35 1
1944 BOXTHORN COURT SE 7.250 4,792.53 75
7.000 4,792.53 700,000.00
GRAND RAPIDS MI 49546 5 11/26/97 00
0430598821 05 02/01/98 0
1507334185 O 01/01/13
0
1678685 074/G01 F 292,000.00 ZZ
180 288,056.98 1
10630 GAZEBO HILL PARKWAY 6.875 2,604.22 56
6.625 2,604.22 530,000.00
MEQUON WI 53092 2 10/31/97 00
0430598839 05 12/01/97 0
1507334390 O 11/01/12
0
1678686 074/G01 F 650,000.00 ZZ
180 645,930.91 1
4325 WILLOW HILLS LANE 7.125 5,887.90 40
6.875 5,887.90 1,630,000.00
1
CINCINNATI OH 45243 5 12/24/97 00
0430598847 05 01/01/98 0
1507335010 O 12/01/12
0
1678687 074/G01 F 170,000.00 ZZ
180 168,924.19 1
7538 TOURNAMENT DRIVE 7.000 1,528.01 74
6.750 1,528.01 232,000.00
WATERVILLE OH 43566 2 12/04/97 00
0430598854 05 01/01/98 0
1507337048 O 12/01/12
0
1678688 074/G01 F 300,000.00 ZZ
180 298,162.33 1
11346 LOFTUS LANE 7.375 2,759.77 56
7.125 2,759.77 540,000.00
UNION KY 41091 5 12/17/97 00
0430598862 03 01/01/98 0
1507337128 O 12/01/12
0
1678689 074/G01 F 275,000.00 ZZ
180 273,187.53 1
32833 NORTH RIVER ROAD 7.750 2,588.51 66
7.500 2,588.51 422,500.00
HARRISON TOWNSH MI 48045 1 12/01/97 00
0430598870 05 02/01/98 0
1507337682 O 01/01/13
0
1678690 074/G01 F 316,700.00 ZZ
180 312,533.92 1
1530 TUVAN TR 7.750 2,981.03 77
7.500 2,981.03 415,000.00
LEONARD MI 48367 5 10/23/97 00
0430598888 05 12/01/97 0
1507338970 O 11/01/12
0
1678691 074/G01 F 500,000.00 ZZ
180 497,036.04 1
3021 JOHN VAUGHAN RD 7.750 4,706.38 59
7.500 4,706.38 847,500.00
WILLIAMSBURG VA 23185 5 11/25/97 00
0430598896 03 01/01/98 0
1507341249 O 12/01/12
0
1
1678692 074/G01 F 400,000.00 ZZ
180 397,602.70 1
804 BARKENTINE DR 7.625 3,736.52 64
7.375 3,736.52 625,000.00
HOLLAND MI 49424 2 11/14/97 00
0430598904 05 01/01/98 0
1507341602 O 12/01/12
0
1678693 074/G01 F 110,000.00 ZZ
180 109,347.94 1
2757 HEATHFIELD 7.750 1,035.40 46
7.500 1,035.40 240,000.00
BLOOMFIELD TWP MI 48301 2 12/19/97 00
0430598912 05 01/01/98 0
1507341737 O 12/01/12
0
1678694 074/G01 F 100,000.00 ZZ
180 99,346.06 1
11058 WHITEHORN 7.625 934.13 80
7.375 934.13 125,000.00
ROMULUS MI 48174 5 12/05/97 00
0430598920 05 01/01/98 0
1507341748 O 12/01/12
0
1678695 074/G01 F 392,000.00 ZZ
180 389,492.36 1
3830 REED'S LANDING CIRCLE 6.875 3,496.07 80
6.625 3,496.07 490,000.00
MIDLOTHIAN VA 23113 1 12/09/97 00
0430598938 03 01/01/98 0
1507342900 O 12/01/12
0
1678696 074/G01 F 196,000.00 ZZ
180 194,208.65 1
1314 HEMLOCK ST NW 7.500 1,816.95 70
7.250 1,816.95 280,000.00
WASHINGTON DC 20012 5 12/03/97 00
0430598946 05 01/01/98 0
1507344611 O 12/01/12
0
1678697 074/G01 F 240,000.00 ZZ
180 237,859.05 1
1
761 LINCOLN 7.750 2,259.06 80
7.500 2,259.06 300,000.00
GROSSE PTE MI 48230 5 10/31/97 00
0430598953 05 12/01/97 0
1507345239 O 11/01/12
0
1678698 074/G01 F 301,000.00 ZZ
180 299,196.03 1
5620 19TH STREET N 7.625 2,811.73 78
7.375 2,811.73 390,000.00
ARLINGTON VA 22205 2 12/15/97 00
0430598961 05 01/01/98 0
1507349896 O 12/01/12
0
1678699 074/G01 F 258,000.00 ZZ
180 254,012.40 1
4708 SOUTH MOSS CREEK CIRCLE 7.375 2,373.40 74
7.125 2,373.40 350,000.00
MURRAY UT 84107 2 08/26/97 00
0430598979 05 10/01/97 0
1507352278 O 09/01/12
0
1678700 074/G01 F 240,000.00 ZZ
180 239,217.81 1
7166 WETHERINGTON DRIVE 6.625 2,107.19 68
6.375 2,107.19 357,000.00
WEST CHESTER OH 45069 1 12/02/97 00
0430598987 03 02/01/98 0
1507354477 O 01/01/13
0
1678701 074/G01 F 245,600.00 ZZ
180 244,095.57 1
8550 HOOES ROAD 7.375 2,259.33 80
7.125 2,259.33 307,000.00
SPRINGFIELD VA 22153 2 12/08/97 00
0430598995 03 01/01/98 0
1507355753 O 12/01/12
0
1678702 074/G01 F 300,000.00 ZZ
180 297,294.47 1
1043 NORTH EAST CAPITOL BLVD 7.625 2,802.39 43
7.375 2,802.39 710,000.00
SALT LAKE CITY UT 84103 2 10/03/97 00
0430599001 05 12/01/97 0
1
1507357792 O 11/01/12
0
1678703 074/G01 F 245,000.00 ZZ
180 242,053.32 1
1437 OLYMPIA DRIVE 7.500 2,271.19 76
7.250 2,271.19 324,000.00
ROCHESTER HILLS MI 48309 5 12/30/97 00
0430599019 03 01/01/98 0
1507357919 O 12/01/12
0
1678704 074/G01 F 365,000.00 ZZ
180 361,672.24 1
2131 SWEETWATER COURT 7.500 3,383.60 73
7.250 3,383.60 500,000.00
GREEN BAY WI 54313 1 10/30/97 00
0430599027 05 12/01/97 0
1507360163 O 11/01/12
0
1678705 074/G01 F 702,500.00 ZZ
180 698,243.47 1
1545 HILLVIEW DRIVE 7.500 6,512.26 73
7.250 6,512.26 965,000.00
SARASOTA FL 34239 2 12/15/97 00
0430599035 05 01/01/98 0
1511167462 O 12/01/12
0
1678706 074/G01 F 91,500.00 ZZ
180 90,963.50 1
9999 NW 52ND ST 7.875 867.84 75
7.625 867.84 122,000.00
SUNRISE FL 33351 2 10/30/97 00
0430599043 03 01/01/98 0
1511190985 O 12/01/12
0
1678707 074/G01 F 272,000.00 ZZ
180 270,297.24 1
3688 BENEVA OAKS BLVD 7.125 2,463.86 80
6.875 2,463.86 340,000.00
SARASOTA FL 34231 1 12/01/97 00
0430599050 03 01/01/98 0
1511193509 O 12/01/12
0
1
1678708 074/G01 F 497,600.00 ZZ
180 494,518.56 1
9603 DEER WALK COVE 7.250 4,542.41 80
7.000 4,542.41 622,000.00
GERMANTOWN TN 38139 1 11/14/97 00
0430599068 05 01/01/98 0
1511196289 O 12/01/12
0
1678709 074/G01 F 370,000.00 ZZ
180 367,658.53 1
317 RUNNING WIND LANE 7.000 3,325.66 69
6.750 3,325.66 540,000.00
MAITLAND FL 32751 2 12/04/97 00
0430599076 03 01/01/98 0
1511197306 O 12/01/12
0
1678710 074/G01 F 260,000.00 ZZ
180 259,206.12 1
9296 FOREST HILL LANE 7.375 2,391.80 52
7.125 2,391.80 505,000.00
GERMANTOWN TN 38139 5 12/09/97 00
0430599084 05 02/01/98 0
1511208264 O 01/01/13
0
1678711 074/G01 F 418,000.00 ZZ
180 415,494.81 1
390 REDWOOD LANE 7.625 3,904.67 65
7.375 3,904.67 650,000.00
KEY BISCAYNE FL 33149 2 11/14/97 00
0430599092 05 01/01/98 0
1511208570 O 12/01/12
0
1678712 074/G01 F 373,200.00 ZZ
180 370,913.92 1
2162 GOLDEN EAGLE DRIVE WEST 7.375 3,433.16 78
7.125 3,433.16 483,000.00
TALLAHASSEE FL 32312 5 12/22/97 00
0430599100 03 01/01/98 0
1511210335 O 12/01/12
0
1678713 074/G01 F 250,000.00 ZZ
180 248,417.92 1
1327 BRIDGEPORT DR 7.000 2,247.07 66
6.750 2,247.07 383,000.00
1
WINTER PARK FL 32789 2 12/04/97 00
0430599118 03 01/01/98 0
1511210481 O 12/01/12
0
1678714 074/G01 F 260,000.00 ZZ
180 258,424.63 1
1041 BELOTES FERRY ROAD 7.500 2,410.23 79
7.250 2,410.23 330,000.00
LEBANON TN 37087 2 12/29/97 00
0430599126 05 01/01/98 0
1511213311 O 12/01/12
0
1678715 074/G01 F 260,000.00 ZZ
180 259,188.58 1
10774 WAVERLEY BLUFF WAY 7.125 2,355.17 45
6.875 2,355.17 590,000.00
JACKSONVILLE FL 32223 2 12/29/97 00
0430599134 05 02/01/98 0
1511215714 O 01/01/13
0
1678716 074/G01 F 650,000.00 ZZ
180 646,018.38 1
4425 NORMANDY ROAD 7.375 5,979.50 76
7.125 5,979.50 860,000.00
MEMPHIS TN 38117 1 11/26/97 00
0430599142 05 01/01/98 0
1511218891 O 12/01/12
0
1678717 074/G01 F 214,600.00 ZZ
180 213,884.82 1
3134 PALMETTO BLVD 7.125 1,943.91 37
6.875 1,943.91 590,000.00
EDISTO BEACH SC 29438 5 12/08/97 00
0430599159 05 02/01/98 0
1511218949 O 01/01/13
0
1678718 074/G01 F 270,000.00 ZZ
180 267,906.68 1
13080 LUM CROWE ROAD 7.500 2,502.93 54
7.250 2,502.93 500,000.00
ROSWELL GA 30075 2 11/25/97 00
0430599167 05 01/01/98 0
1511220135 O 12/01/12
0
1
1678719 074/G01 F 315,000.00 ZZ
180 313,049.34 1
2104 TOPEKA AVENUE 7.250 2,875.52 90
7.000 2,875.52 350,000.00
LUBBOCK TX 79407 1 11/20/97 10
0430599175 05 01/01/98 12
1512174532 O 12/01/12
0
1678720 074/G01 F 383,000.00 ZZ
180 379,431.60 1
105 YALE COURT 7.250 3,496.27 70
7.000 3,496.27 550,000.00
SOUTHLAKE TX 76092 2 10/27/97 00
0430599183 03 12/01/97 0
1512174554 O 11/01/12
0
1678721 074/G01 F 308,000.00 ZZ
180 305,986.83 1
2642 SOUTH BUENOS AIRES DRIVE 6.625 2,704.23 80
6.375 2,704.23 385,000.00
COVINA CA 91724 1 12/10/97 00
0430599191 05 01/01/98 0
1512180310 O 12/01/12
0
1678722 074/G01 F 567,550.00 ZZ
180 562,375.57 1
3821 COLGATE AVENUE 7.500 5,261.26 59
7.250 5,261.26 970,000.00
UNIVERSITY PARK TX 75225 2 10/20/97 00
0430599209 05 12/01/97 0
1512181221 O 11/01/12
0
1678723 074/G01 F 277,500.00 ZZ
180 275,781.57 1
641 HOLLOWDALE 7.250 2,533.19 74
7.000 2,533.19 377,500.00
EDMOND OK 73034 1 12/16/97 00
0430599217 03 01/01/98 0
1512182406 O 12/01/12
0
1678725 074/G01 F 225,000.00 ZZ
180 223,560.67 1
1
5728 SPINNAKER POINTE 6.875 2,006.67 67
6.625 2,006.67 338,000.00
PARKVILLE MO 64152 1 11/25/97 00
0430599225 03 01/01/98 0
1512191462 O 12/01/12
0
1678726 074/G01 F 318,000.00 ZZ
180 315,746.10 1
29611 WHITE ELKS WAY 7.000 2,858.27 61
6.750 2,858.27 527,000.00
TOMBALL TX 77375 2 11/03/97 00
0430599233 03 01/01/98 0
1512193446 O 12/01/12
0
1678727 074/G01 F 247,500.00 ZZ
180 246,000.36 1
5840 NORTH PASEO NIGUEL 7.500 2,294.36 75
7.250 2,294.36 330,000.00
TUCSON AZ 85718 2 11/06/97 00
0430599241 03 01/01/98 0
1512195612 O 12/01/12
0
1678728 074/G01 F 400,000.00 ZZ
180 397,576.35 1
5616 NEW CANAAN ROAD 7.500 3,708.05 80
7.250 3,708.05 500,000.00
EDMOND OK 73034 2 11/25/97 00
0430599258 03 01/01/98 0
1512197174 O 12/01/12
0
1678729 074/G01 F 500,000.00 ZZ
180 496,984.73 1
725 SUN VALLEY DRIVE 7.625 4,670.65 72
7.375 4,670.65 700,000.00
WOODLAND PARK CO 80863 5 11/03/97 00
0430599266 05 01/01/98 0
1513204366 O 12/01/12
0
1678731 074/G01 F 247,000.00 ZZ
180 244,698.69 1
29419 SE CHASE ROAD 7.250 2,254.78 76
7.000 2,254.78 328,000.00
GRESHAM OR 97080 2 10/14/97 00
0430599282 05 12/01/97 0
1
1513212116 O 11/01/12
0
1678732 074/G01 F 305,000.00 ZZ
180 302,219.27 1
2005 SKYLINE DRIVE 7.500 2,827.39 68
7.250 2,827.39 450,000.00
MILPITAS CA 95035 2 10/27/97 00
0430599290 05 12/01/97 0
1513212149 O 11/01/12
0
1678733 074/G01 F 105,600.00 ZZ
180 105,281.07 1
385 S CENTER STREET 7.500 978.93 80
7.250 978.93 132,000.00
GRANTSVILLE UT 84029 5 12/17/97 00
0430599308 05 02/01/98 0
1513224068 O 01/01/13
0
1678734 074/G01 F 325,000.00 ZZ
180 323,985.74 1
1217 SW 174TH PLACE 7.125 2,943.95 76
6.875 2,943.95 430,000.00
NORMANDY PARK WA 98166 2 12/02/97 00
0430599316 05 02/01/98 0
1513224240 O 01/01/13
0
1678735 074/G01 F 314,400.00 ZZ
180 312,453.06 1
1990 COUNTRY CIRCLE 7.250 2,870.04 76
7.000 2,870.04 418,000.00
SPARKS NV 89434 5 11/18/97 00
0430599324 05 01/01/98 0
1513224818 O 12/01/12
0
1678736 074/G01 F 380,000.00 ZZ
180 377,672.29 1
3850 VINE MAPLE STREET 7.375 3,495.71 41
7.125 3,495.71 940,000.00
EUGENE OR 97405 5 12/17/97 00
0430599332 05 01/01/98 0
1513227180 O 12/01/12
0
1
1678737 074/G01 F 200,000.00 T
180 198,774.88 1
12873 N LOMA LINDA EXT RD 7.375 1,839.85 80
7.125 1,839.85 250,000.00
MOUNT LEMMON AZ 85749 5 12/23/97 00
0430599340 05 01/01/98 0
1513227703 O 12/01/12
0
1678738 074/G01 F 408,000.00 ZZ
180 406,754.21 1
1100 RED BUD TRAIL 7.375 3,753.29 80
7.125 3,753.29 510,000.00
AUSTIN TX 78746 2 12/22/97 00
0430599357 05 02/01/98 0
1520016526 O 01/01/13
0
1678739 074/G01 F 262,950.00 ZZ
180 262,129.39 1
1202 HORSESHOE DRIVE 7.125 2,381.88 64
6.875 2,381.88 417,000.00
SUGAR LAND TX 77478 2 12/29/97 00
0430599365 05 02/01/98 0
1521046588 O 01/01/13
0
1678740 074/G01 F 349,800.00 ZZ
180 348,743.56 1
231 WASHINGTON 7.500 3,242.69 64
7.250 3,242.69 550,000.00
SAN ANTONIO TX 78204 2 12/22/97 00
0430599373 05 02/01/98 0
1526012890 O 01/01/13
0
1678741 074/G01 F 256,000.00 ZZ
180 255,201.07 1
1430 BIRCHWOOD LANE 7.125 2,318.93 80
6.875 2,318.93 320,000.00
SACRAMENTO CA 95822 1 12/30/97 00
0430599381 05 02/01/98 0
1550018575 O 01/01/13
0
1678743 074/G01 F 323,900.00 ZZ
120 320,247.86 1
840 BEAVER COURT 7.500 3,844.76 54
7.250 3,844.76 600,000.00
1
FREMONT CA 94539 2 12/02/97 00
0430599399 03 01/01/98 0
1561379655 O 12/01/07
0
1678744 074/G01 F 387,000.00 ZZ
180 385,843.97 1
626 LINDEN AVENUE 7.625 3,615.09 53
7.375 3,615.09 740,000.00
LOS ALTOS CA 94022 2 12/30/97 00
0430599407 05 02/01/98 0
1561380010 O 01/01/13
0
1678747 074/G01 F 850,000.00 ZZ
180 844,620.92 1
5801 CYPRESS POINT DRIVE 7.000 7,640.05 74
6.750 7,640.05 1,150,000.00
FORT WORTH TX 76132 1 12/03/97 00
0430599415 03 01/01/98 0
1563177990 O 12/01/12
0
1678748 074/G01 F 479,600.00 ZZ
180 478,036.93 1
18620 CYNTHIA AVENUE 6.625 4,210.86 80
6.375 4,210.86 599,500.00
CUPERTINO CA 95014 1 12/10/97 00
0430599423 05 02/01/98 0
1563180000 O 01/01/13
0
1678749 074/G01 F 250,000.00 ZZ
180 249,219.80 1
6299 WILLOWGATE LANE 7.125 2,264.58 40
6.875 2,264.58 640,000.00
DALLAS TX 75230 1 12/31/97 00
0430599431 03 02/01/98 0
1563180769 O 01/01/13
0
1678750 074/G01 F 80,800.00 ZZ
180 80,561.27 1
3225 LAMP POST LANE 7.750 760.56 36
7.500 760.56 225,000.00
OKLAHOMA CITY OK 73120 2 12/15/97 00
0430599449 05 02/01/98 0
1563181660 O 01/01/13
0
1
1678752 074/G01 F 278,000.00 ZZ
180 277,151.15 1
9029 MEADOWKNOLL DRIVE 7.375 2,557.39 80
7.125 2,557.39 348,000.00
DALLAS TX 75243 1 12/31/97 00
0430599456 05 02/01/98 0
1563185037 O 01/01/13
0
1678753 074/G01 F 206,250.00 ZZ
180 205,647.34 1
39704 254TH AVE SE 7.875 1,956.18 75
7.625 1,956.18 275,000.00
ENUMCLAW WA 98022 1 12/16/97 00
0430599464 05 02/01/98 0
1565180475 O 01/01/13
0
1678754 074/G01 F 114,000.00 ZZ
180 113,651.90 1
4409 144TH PL SW 7.375 1,048.72 65
7.125 1,048.72 175,500.00
LYNNWOOD WA 98037 2 12/24/97 00
0430599472 03 02/01/98 0
1565181106 O 01/01/13
0
1678756 074/G01 F 263,250.00 ZZ
180 262,428.44 1
600 SIBLEY FOREST DRIVE 7.125 2,384.61 75
6.875 2,384.61 351,000.00
MARIETTA GA 30067 5 12/05/97 00
0430599480 05 02/01/98 0
1566116981 O 01/01/13
0
1678757 074/G01 F 74,750.00 ZZ
180 74,521.75 1
2340 CASTLE LANE 7.375 687.65 61
7.125 687.65 124,000.00
MARIETTA GA 30062 5 12/24/97 00
0430599498 05 02/01/98 0
1566117292 O 01/01/13
0
1678758 074/G01 F 110,000.00 ZZ
180 109,560.43 1
1
140 INDIAN HILLS COURT 7.250 1,004.15 65
7.000 1,004.15 171,000.00
MARIETTA GA 30068 5 12/19/97 00
0430599506 05 02/01/98 0
1566117474 O 01/01/13
0
1678759 074/G01 F 228,000.00 ZZ
180 227,272.82 1
905 FERNCROFT COURT 6.875 2,033.43 80
6.625 2,033.43 285,000.00
ROSWELL GA 30075 1 12/15/97 00
0430599514 05 02/01/98 0
1566117791 O 01/01/13
0
1678760 074/G01 F 392,600.00 ZZ
180 391,427.25 1
505 TELFORD PLACE 7.625 3,667.40 69
7.375 3,667.40 575,000.00
ATLANTA GA 30342 2 12/17/97 00
0430599522 05 02/01/98 0
1566117951 O 01/01/13
0
1678762 074/G01 F 92,000.00 ZZ
180 91,722.14 1
1761 WILLIS DRIVE 7.500 852.86 80
7.250 852.86 115,000.00
PRATTVILLE AL 36067 5 12/22/97 00
0430599530 05 02/01/98 0
1566118477 O 01/01/13
0
1678763 074/G01 F 241,650.00 ZZ
180 240,887.60 1
5171 WISTERIA DRIVE 7.000 2,172.02 80
6.750 2,172.02 302,109.00
OCEANSIDE CA 92056 1 12/18/97 00
0430599548 03 02/01/98 0
1567207255 O 01/01/13
0
1678764 074/G01 F 128,700.00 ZZ
180 128,293.95 1
169 E PALO VERDE AVENUE 7.000 1,156.80 65
6.750 1,156.80 198,500.00
PALM SPRINGS CA 92264 5 12/15/97 00
0430599555 05 02/01/98 0
1
1567211922 O 01/01/13
0
1678765 074/G01 F 384,000.00 ZZ
180 382,788.49 1
1387 CORONA VISTA 7.000 3,451.51 70
6.750 3,451.51 550,000.00
CHULA VISTA (BO CA 91902 2 12/24/97 00
0430599563 03 02/01/98 0
1567212540 O 01/01/13
0
1678766 074/G01 F 424,000.00 ZZ
180 422,676.77 1
2887 VIA POSADA LA JOLLA AREA 7.125 3,840.73 80
6.875 3,840.73 530,000.00
SAN DIEGO CA 92037 2 12/31/97 00
0430599571 01 02/01/98 0
1567215264 O 01/01/13
0
1678767 074/G01 F 238,000.00 ZZ
180 230,653.00 1
10461 NORTH 117TH PLACE 7.250 2,172.62 45
7.000 2,172.62 540,000.00
SCOTTSDALE AZ 85259 2 12/16/97 00
0430599589 03 02/01/98 0
1569185936 O 01/01/13
0
1678768 074/G01 F 112,500.00 ZZ
180 111,825.75 1
1061 WEST RIO HONDO COURT 7.625 1,050.90 60
7.375 1,050.90 188,000.00
GREEN VALLEY AZ 85614 2 11/21/97 00
0430599597 05 01/01/98 0
1569186779 O 12/01/12
0
1678769 074/G01 F 400,000.00 ZZ
180 397,522.96 1
102 OLD SALUDA DAM ROAD 7.250 3,651.46 51
7.000 3,651.46 799,000.00
EASLEY SC 29640 2 12/05/97 00
0430599605 05 01/01/98 0
1577102515 O 12/01/12
0
1
1678770 074/G01 F 325,000.00 ZZ
180 323,030.77 1
1000 BROCKMAN ROAD 7.500 3,012.80 49
7.250 3,012.80 675,000.00
GREER SC 29651 2 12/04/97 00
0430599613 05 01/01/98 0
1577106367 O 12/01/12
0
1678773 074/G01 F 43,000.00 ZZ
180 42,868.70 1
1086 REED BULL ROAD 7.375 395.57 80
7.125 395.57 54,000.00
NEW MARKET TN 37820 5 12/12/97 00
0430599621 05 02/01/98 0
1577108544 O 01/01/13
0
1678775 074/G01 F 400,000.00 ZZ
180 398,765.21 1
17 PENINSULA DRIVE 7.250 3,651.46 70
7.000 3,651.46 575,000.00
HILTON HEAD ISL SC 29926 5 12/10/97 00
0430599639 03 02/01/98 0
1577109230 O 01/01/13
0
1678777 074/G01 F 285,000.00 ZZ
180 284,157.98 1
9604 STANFIELD ROAD 7.750 2,682.64 51
7.500 2,682.64 560,000.00
BRENTWOOD TN 37027 5 12/05/97 00
0430599647 05 02/01/98 0
1577109810 O 01/01/13
0
1678778 074/G01 F 50,000.00 ZZ
180 49,847.32 1
16 PURDUE COURT 7.375 459.97 52
7.125 459.97 97,000.00
MAULDIN SC 29662 1 12/10/97 00
0430599654 05 02/01/98 0
1577110080 O 01/01/13
0
1678779 074/G01 F 315,000.00 ZZ
180 314,027.61 1
1023 14TH AVENUE DRIVE NW 7.250 2,875.52 75
7.000 2,875.52 425,000.00
1
HICKORY NC 28601 5 12/29/97 00
0430599662 05 02/01/98 0
1577111083 O 01/01/13
0
1678780 074/G01 F 38,400.00 ZZ
180 38,291.46 1
404 YOUNG HIGH PIKE 8.250 372.54 80
8.000 372.54 48,000.00
KNOXVILLE TN 37920 5 12/17/97 00
0430599670 05 02/01/98 0
1577111571 O 01/01/13
0
1678782 074/G01 F 290,000.00 ZZ
180 289,104.77 1
28311 WELD COUNTY RD 15 7.250 2,647.31 70
7.000 2,647.31 416,500.00
WINDSOR CO 80550 2 12/23/97 00
0430599696 05 02/01/98 0
1579065395 O 01/01/13
0
1678783 074/G01 F 169,000.00 ZZ
180 168,489.59 1
229 PANORAMA DRIVE 7.500 1,566.66 65
7.250 1,566.66 260,000.00
ELIZABETH CO 80107 5 12/19/97 00
0430599704 05 02/01/98 0
1579067390 O 01/01/13
0
1678784 074/G01 F 250,000.00 ZZ
180 249,228.26 1
1720 WYNKOOP ST #404 7.250 2,282.16 47
7.000 2,282.16 535,000.00
DENVER CO 80202 1 12/15/97 00
0430599712 08 02/01/98 0
1579068407 O 01/01/13
0
1678785 074/G01 F 99,500.00 ZZ
180 98,843.85 1
275 ROYAL DR 7.750 936.57 53
7.500 936.57 188,000.00
BAILEY CO 80421 2 12/29/97 00
0430599720 05 02/01/98 0
1579069170 O 01/01/13
0
1
1678786 074/G01 F 104,800.00 ZZ
180 103,306.53 1
110 EVERETT DRIVE 7.625 978.97 50
7.375 978.97 209,682.00
RAYNHAM MA 02767 1 12/23/97 00
0430599738 05 02/01/98 0
1580062055 O 01/01/13
0
1678788 074/G01 F 143,000.00 ZZ
180 142,595.82 1
16 HARVEST DRIVE 8.250 1,387.31 58
8.000 1,387.31 250,000.00
FALMOUTH MA 02536 5 12/12/97 00
0430599746 05 02/01/98 0
1580062292 O 01/01/13
0
1678789 074/G01 F 207,000.00 ZZ
180 205,745.75 1
12 COLONIAL LANE 7.500 1,918.92 64
7.250 1,918.92 326,500.00
CANTON MA 02121 2 12/03/97 00
0430599753 05 01/01/98 0
1580067933 O 12/01/12
0
1678790 074/G01 F 405,000.00 ZZ
180 403,749.78 1
11 HILLCREST ROAD 7.250 3,697.10 65
7.000 3,697.10 625,000.00
WESTON MA 02193 1 12/16/97 00
0430599761 05 02/01/98 0
1580070847 O 01/01/13
0
1678791 074/G01 F 245,000.00 ZZ
180 244,276.16 1
4569 WALDEN DRIVE 7.750 2,306.13 75
7.500 2,306.13 330,000.00
BLOOMFIELD HILL MI 48301 1 12/03/97 00
0430599779 05 02/01/98 0
1581135008 O 01/01/13
0
1678794 074/G01 F 155,000.00 ZZ
180 154,547.09 1
1
2305 BLUE HERON 7.875 1,470.10 75
7.625 1,470.10 209,000.00
FENTON MI 48430 2 12/19/97 00
0430599787 05 02/01/98 0
1581144439 O 01/01/13
0
1678795 074/G01 F 226,000.00 ZZ
180 225,324.90 1
7221 SILVER BEECH 7.625 2,111.14 63
7.375 2,111.14 360,000.00
WEST BLOOMFIELD MI 48323 2 12/15/97 00
0430599795 05 02/01/98 0
1581145293 O 01/01/13
0
1678796 074/G01 F 178,000.00 ZZ
180 176,909.64 1
16477 JESSICA DRIVE 7.375 1,637.47 80
7.125 1,637.47 222,500.00
MACOMB TWP MI 48042 5 12/02/97 00
0430599803 05 01/01/98 0
1581145340 O 12/01/12
0
1678797 074/G01 F 80,000.00 ZZ
180 79,521.08 1
32348 FAIRCHILD 7.875 758.76 80
7.625 758.76 100,000.00
WESTLAND MI 48186 5 12/02/97 00
0430599811 05 01/01/98 0
1581146730 O 12/01/12
0
1678798 074/G01 F 70,000.00 ZZ
180 69,802.15 1
207 WEST FOURTH STREET 8.250 679.10 58
8.000 679.10 121,900.00
ELK RAPIDS MI 49629 2 12/24/97 00
0430599829 05 02/01/98 0
1581147007 O 01/01/13
0
1678799 074/G01 F 236,000.00 ZZ
180 235,295.03 1
28871 WILTON DRIVE 7.625 2,204.55 75
7.375 2,204.55 315,000.00
FARMINGTON HILL MI 48331 5 12/29/97 00
0430599837 05 02/01/98 0
1
1581148892 O 01/01/13
0
1678800 074/G01 F 273,750.00 ZZ
180 272,091.30 1
5847 TOWER DR 7.500 2,537.69 75
7.250 2,537.69 365,000.00
WOODBURY MN 55125 2 11/06/97 00
0430599845 05 01/01/98 0
1583072930 O 12/01/12
0
1678803 074/G01 F 317,000.00 ZZ
180 315,036.95 1
3563 WOODLAND COURT 7.250 2,893.78 77
7.000 2,893.78 417,000.00
EAGAN MN 55123 1 11/25/97 00
0430599852 05 01/01/98 0
1583076307 O 12/01/12
0
1678805 074/G01 F 244,500.00 ZZ
180 243,761.58 2
2419 LAKE PLACE 7.500 2,266.55 75
7.250 2,266.55 326,000.00
MINNEAPOLIS MN 55405 5 12/10/97 00
0430599860 05 02/01/98 0
1583078970 O 01/01/13
0
1678806 074/G01 F 50,000.00 ZZ
180 49,848.99 1
5443 UPPER 147TH STREET WEST 7.500 463.51 57
7.250 463.51 88,000.00
APPLE VALLEY MN 55124 1 12/30/97 00
0430599878 09 02/01/98 0
1583079746 O 01/01/13
0
1678807 074/G01 F 108,000.00 ZZ
180 107,677.39 1
2332 121ST STREET EAST 7.625 1,008.86 75
7.375 1,008.86 144,000.00
BURNSVILLE MN 55337 2 12/22/97 00
0430599886 05 02/01/98 0
1583079892 O 01/01/13
0
1
1678808 074/G01 F 241,000.00 ZZ
180 240,247.88 1
25 CLARKSON FARM DRIVE 7.125 2,183.06 72
6.875 2,183.06 335,000.00
CLARKSON VALLEY MO 63017 2 12/23/97 00
0430599894 03 02/01/98 0
1583081012 O 01/01/13
0
1678809 074/G01 F 108,500.00 ZZ
180 107,949.23 1
401 HOLLY ROAD 7.750 1,021.29 73
7.500 1,021.29 149,000.00
EDGEWATER MD 21037 2 12/15/97 00
0430599902 05 02/01/98 0
1587092994 O 01/01/13
0
1678810 074/G01 F 50,000.00 ZZ
180 49,703.87 1
2152 PROSPECT AVENUE 7.875 474.23 59
7.625 474.23 85,000.00
BENSALEM PA 19021 5 11/26/97 00
0430599910 05 01/01/98 0
1587094140 O 12/01/12
0
1678811 074/G01 F 360,000.00 T
180 358,948.08 1
105 WEST BAYVIEW DRIVE 7.875 3,414.42 76
7.625 3,414.42 475,000.00
ANNAPOLIS MD 21403 5 12/17/97 00
0430599928 05 02/01/98 0
1587094990 O 01/01/13
0
1678813 074/G01 F 82,000.00 ZZ
180 81,741.29 1
11 IVY HILL ROAD 7.000 737.04 80
6.750 737.04 103,000.00
LEVITTOWN PA 19057 5 12/24/97 00
0430599936 05 02/01/98 0
1587096951 O 01/01/13
0
1678814 074/G01 F 150,000.00 ZZ
180 149,546.98 1
1589 LAKE JAMES DRIVE 7.500 1,390.52 75
7.250 1,390.52 200,000.00
1
VIRGINIA BEACH VA 23464 1 12/19/97 00
0430599944 03 02/01/98 0
1587096984 O 01/01/13
0
1678815 074/G01 F 360,000.00 ZZ
180 358,888.69 1
2000 ISLAND BLVD 2901 7.250 3,286.31 62
7.000 3,286.31 585,000.00
AVENTURA FL 33160 2 12/08/97 00
0430599951 06 02/01/98 0
1589142594 O 01/01/13
0
1678816 074/G01 F 40,000.00 ZZ
180 39,781.81 1
2494 NW 98TH LN 7.750 376.52 50
7.500 376.52 80,000.00
SUNRISE FL 33322 5 12/22/97 00
0430599969 05 02/01/98 0
1589147168 O 01/01/13
0
1678817 074/G01 F 134,000.00 ZZ
180 133,196.89 1
417 WEST PINE ST 7.625 1,251.74 80
7.375 1,251.74 167,500.00
ST. GEORGE ISLA FL 32328 5 11/26/97 00
0430599977 05 01/01/98 0
1589149141 O 12/01/12
0
1678818 074/G01 F 475,000.00 ZZ
180 473,533.69 1
2295 SE 8TH ST 7.250 4,336.10 75
7.000 4,336.10 635,000.00
POMPANO BEACH FL 33062 2 12/05/97 00
0430599985 05 02/01/98 0
1589149390 O 01/01/13
0
1678819 074/G01 F 300,000.00 ZZ
180 298,920.71 1
84 BAL CROSS DRIVE 7.375 2,759.77 57
7.125 2,759.77 530,000.00
BAL HARBOUR FL 33154 5 12/09/97 00
0430599993 05 02/01/98 0
1589149470 O 01/01/13
0
1
1678821 074/G01 F 39,000.00 ZZ
180 38,888.53 1
15431 TIPTOE CT 8.125 375.53 65
7.875 375.53 60,000.00
SPRING HILL FL 34610 5 12/12/97 00
0430600007 05 02/01/98 0
1589151278 O 01/01/13
0
1678822 074/G01 F 63,700.00 ZZ
180 63,505.49 1
9302 SW 1ST ST UNIT 401 7.375 586.00 75
7.125 586.00 85,500.00
PLANTATION FL 33324 1 12/30/97 00
0430600015 01 02/01/98 0
1589151325 O 01/01/13
0
1678823 074/G01 F 76,000.00 ZZ
180 75,762.81 1
4131 SW 113TH CT 7.125 688.44 57
6.875 688.44 135,000.00
MIAMI FL 33165 2 12/31/97 00
0430600023 05 02/01/98 0
1589151405 O 01/01/13
0
1678824 074/G01 F 277,850.00 ZZ
180 276,992.29 1
6782 NW 112TH AVE 7.250 2,536.39 75
7.000 2,536.39 370,490.00
MIAMI FL 33178 1 12/29/97 00
0430600031 03 02/01/98 0
1589154367 O 01/01/13
0
1678825 074/G01 F 150,000.00 ZZ
180 149,091.13 1
2257 NW 31ST AVENUE 7.500 1,390.52 28
7.250 1,390.52 540,000.00
GAINESVILLE FL 32605 5 12/02/97 00
0430600049 05 01/01/98 0
1590059080 O 12/01/12
0
1678826 074/G01 F 32,000.00 ZZ
180 31,905.46 1
1
915 WOODMERE CIRCLE 7.750 301.21 30
7.500 301.21 110,000.00
ORMOND BEACH FL 32174 5 12/22/97 00
0430600056 05 02/01/98 0
1590061456 O 01/01/13
0
1678827 074/G01 F 79,200.00 ZZ
180 78,950.12 1
2130 FLOYD DRIVE 7.000 711.88 80
6.750 711.88 99,000.00
BILOXI MS 39531 2 12/23/97 00
0430600064 05 02/01/98 0
1590062890 O 01/01/13
0
1678828 074/G01 F 48,000.00 ZZ
180 47,862.81 1
2307 TRAVELERS PALM DRIVE 8.125 462.19 78
7.875 462.19 62,000.00
EDGEWATER FL 32141 5 12/29/97 00
0430600072 05 02/01/98 0
1590063870 O 01/01/13
0
1678830 074/G01 F 468,750.00 ZZ
180 465,909.77 1
16292 WALRUS LANE 7.500 4,345.38 75
7.250 4,345.38 625,000.00
HUNTINGTON BEAC CA 92649 5 11/24/97 00
0430600080 05 01/01/98 0
1595054913 O 12/01/12
0
1678831 074/G01 F 159,000.00 ZZ
180 158,492.89 1
8000 EAST WOODSBORO AVENUE 6.875 1,418.05 71
6.625 1,418.05 225,000.00
ANAHEIM CA 92807 2 12/24/97 00
0430600098 05 02/01/98 0
1595069524 O 01/01/13
0
1678832 074/G01 F 295,000.00 ZZ
180 294,089.34 1
1033 GRANVILLE DRIVE 7.250 2,692.95 50
7.000 2,692.95 600,000.00
NEWPORT BEACH CA 92660 2 12/23/97 00
0430600106 01 02/01/98 0
1
1595070410 O 01/01/13
0
1678833 074/G01 F 292,000.00 ZZ
180 291,088.72 1
7422 NIXON CT 7.125 2,645.03 80
6.875 2,645.03 366,000.00
VENTURA CA 93003 1 12/19/97 00
0430600114 05 02/01/98 0
1596048982 O 01/01/13
0
1678834 074/G01 F 250,500.00 ZZ
180 249,031.27 1
1579 CLEO SPRINGS DRIVE 7.875 2,375.87 66
7.625 2,375.87 385,000.00
SAN JOSE CA 95131 2 12/04/97 00
0430600122 05 01/01/98 0
1596054001 O 12/01/12
0
1678835 074/G01 F 405,000.00 ZZ
180 403,749.78 1
23570 PARK BELMONTE 7.250 3,697.10 73
7.000 3,697.10 555,000.00
CALABASAS CA 91302 2 12/22/97 00
0430600130 03 02/01/98 0
1596056460 O 01/01/13
0
1678837 074/G01 F 138,500.00 ZZ
180 138,081.70 1
16751 AMBERWOOD COURT 7.500 1,283.92 64
7.250 1,283.92 218,000.00
RIVERSIDE CA 92504 5 12/31/97 00
0430600148 05 02/01/98 0
1596058501 O 01/01/13
0
1678839 074/G01 F 300,000.00 ZZ
180 299,093.96 1
409 ASCOT LN 7.500 2,781.04 39
7.250 2,781.04 785,000.00
OAKBROOK IL 60521 1 12/19/97 00
0430600155 03 02/01/98 0
1613030063 O 01/01/13
0
1
1678840 074/G01 F 415,000.00 ZZ
180 413,718.91 1
60 BRISTOL CT 7.250 3,788.38 80
7.000 3,788.38 519,500.00
LAKE BLUFF IL 60044 1 12/29/97 00
0430600163 05 02/01/98 0
1613030733 O 01/01/13
0
1678841 074/G01 F 296,800.00 ZZ
180 295,883.79 1
7609 S FLORENCE AVE 7.250 2,709.38 80
7.000 2,709.38 371,000.00
DOWNERS GROVE IL 60516 2 12/16/97 00
0430600171 05 02/01/98 0
1613030981 O 01/01/13
0
1678842 074/G01 F 274,900.00 ZZ
180 274,060.62 1
1617 ASTOR AVENUE 7.375 2,528.87 80
7.125 2,528.87 343,675.00
OAKBROOK TERRAC IL 60181 1 12/23/97 00
0430600189 01 02/01/98 0
1627004550 O 01/01/13
0
1678843 074/G01 F 268,000.00 ZZ
180 267,163.62 1
406 S COLLEGE PKY 7.125 2,427.63 74
6.875 2,427.63 365,000.00
FREDERICK MD 21701 2 12/23/97 00
0430600197 05 02/01/98 0
1821125012 O 01/01/13
0
1678860 074/074 F 235,000.00 ZZ
180 234,298.02 1
432 MIDDLETOWN LINCR 7.625 2,195.21 74
7.375 2,195.21 321,000.00
LINCROFT NJ 07738 2 12/30/97 00
1101220233 05 02/01/98 0
1101220233 O 01/01/13
0
1678861 074/074 F 560,000.00 ZZ
180 558,213.95 1
131 MINE MOUNT RD 6.875 4,994.38 61
6.625 4,994.38 925,000.00
1
BERNARDSVILLE NJ 07924 2 12/30/97 00
1101228916 05 02/01/98 0
1101228916 O 01/01/13
0
1678863 074/074 F 189,350.00 ZZ
180 188,771.83 1
55 EAST 9TH STREET 7.375 1,741.88 70
7.125 1,741.88 270,511.00
NEW YORK NY 10003 1 12/23/97 00
1106080663 11 02/01/98 0
1106080663 O 01/01/13
0
1678867 074/074 F 100,000.00 ZZ
180 99,701.29 1
1783 WEST 4TH STREET 7.625 934.13 46
7.375 934.13 220,000.00
BROOKLYN NY 11223 1 12/23/97 00
1106099945 05 02/01/98 0
1106099945 O 01/01/13
0
1678870 074/074 F 270,000.00 ZZ
180 269,129.49 1
7 PERRINE LANE 6.750 2,389.26 72
6.500 2,389.26 377,065.00
CRANBURY NJ 08512 1 12/15/97 00
1106103000 05 02/01/98 0
1106103000 O 01/01/13
0
1678871 074/074 F 600,000.00 ZZ
180 598,227.34 1
205 EVERITT AVENUE 7.750 5,647.66 67
7.500 5,647.66 900,000.00
HEWLETT HARBOR NY 11557 1 12/24/97 00
1106106778 05 02/01/98 0
1106106778 O 01/01/13
0
1678873 074/074 F 265,400.00 ZZ
180 264,562.67 1
32 CODDINGTON GRV 7.000 2,385.50 80
6.750 2,385.50 331,786.00
PITTSFORD NY 14534 1 12/19/97 00
1107031867 05 02/01/98 0
1107031867 O 01/01/13
0
1
1678874 074/074 F 259,000.00 ZZ
180 258,200.47 1
200 WETHERILL RD 7.250 2,364.32 70
7.000 2,364.32 370,000.00
GARDEN CITY NY 11530 2 12/29/97 00
1111133838 05 02/01/98 0
1111133838 O 01/01/13
0
1678875 074/074 F 160,000.00 ZZ
180 159,511.45 1
36 ALEWIVE BROOK RO 7.375 1,471.88 37
7.125 1,471.88 440,000.00
EAST HAMPTON NY 11937 5 12/10/97 00
1111135571 05 02/01/98 0
1111135571 O 01/01/13
0
1678876 074/074 F 146,250.00 ZZ
180 145,822.66 1
95 EMPRESS PINE DR 7.875 1,387.11 65
7.625 1,387.11 225,000.00
NESCONSET NY 11967 2 12/08/97 00
1111139018 05 02/01/98 0
1111139018 O 01/01/13
0
1678877 074/074 F 310,000.00 ZZ
180 309,063.76 1
9 CHISWELL DR 7.500 2,873.74 73
7.250 2,873.74 425,000.00
MELVILLE NY 11747 5 12/24/97 00
1111144200 05 02/01/98 0
1111144200 O 01/01/13
0
1678879 074/074 F 100,000.00 ZZ
180 89,704.55 1
150 W 56TH ST UNIT 4 7.750 941.28 54
7.500 941.28 187,000.00
NEW YORK NY 10019 1 12/15/97 00
1111145350 01 02/01/98 0
1111145350 O 01/01/13
0
1678880 074/074 F 499,000.00 ZZ
180 497,509.42 1
1
68 BEDFORD ST 7.625 4,661.31 39
7.375 4,661.31 1,300,000.00
NEW YORK NY 10014 1 12/03/97 00
1111145451 07 02/01/98 0
1111145451 O 01/01/13
0
1678881 074/074 F 143,000.00 ZZ
180 142,568.12 1
231 COOLIDGE ST 7.500 1,325.63 65
7.250 1,325.63 220,000.00
CENTERPORT NY 11721 2 12/19/97 00
1111145644 05 02/01/98 0
1111145644 O 01/01/13
0
1678882 074/074 F 211,500.00 ZZ
180 210,861.24 1
3 WILLOW LANE 7.500 1,960.63 75
7.250 1,960.63 282,000.00
FARMINGTON CT 06032 2 12/08/97 00
1113067042 05 02/01/98 0
1113067042 O 01/01/13
0
1678883 074/074 F 338,000.00 ZZ
120 335,147.71 1
120 W SUMNER AVENUE 7.625 4,034.21 58
7.375 4,034.21 586,000.00
BRANT BEACH NJ 08008 2 12/15/97 00
1113069285 05 02/01/98 0
1113069285 O 01/01/08
0
1678884 074/074 F 310,000.00 ZZ
180 309,000.53 1
25 PAPERMILL ROAD 6.750 2,743.22 50
6.500 2,743.22 630,000.00
MANHASSET NY 11030 2 12/24/97 00
1115005647 05 02/01/98 0
1115005647 O 01/01/13
0
1678885 074/074 F 112,000.00 ZZ
180 111,558.02 1
10260 DUSTIN RD 7.375 1,030.31 78
7.125 1,030.31 145,000.00
REMSEN NY 13438 5 12/10/97 00
1116019498 05 02/01/98 0
1
1116019498 O 01/01/13
0
1678886 074/074 F 68,000.00 ZZ
180 67,794.63 1
111 HICKS STREET UNI 7.500 630.37 67
7.250 630.37 102,000.00
BROOKLYN NY 11201 2 12/29/97 00
1117000837 05 02/01/98 0
1117000837 O 01/01/13
0
1678887 074/074 F 131,250.00 ZZ
180 130,480.46 1
3 LONG VALLEY DRIV 7.875 1,244.84 75
7.625 1,244.84 175,000.00
NANUET NY 10954 2 12/03/97 00
1500363899 01 01/01/98 0
1500363899 O 12/01/12
0
1678888 074/074 F 345,000.00 ZZ
180 341,955.85 1
91 EAGLE CHASE UNIT 7.875 3,272.15 75
7.625 3,272.15 460,000.00
WOODBURY NY 11747 1 11/02/97 00
1500367980 01 12/01/97 0
1500367980 O 11/01/12
0
1678889 074/074 F 71,500.00 ZZ
180 71,291.08 1
179 PEOPLES RD 7.875 678.14 52
7.625 678.14 139,500.00
SAUGERTIES NY 12477 5 12/18/97 00
1500372255 05 02/01/98 0
1500372255 O 01/01/13
0
1678890 074/074 F 304,000.00 ZZ
180 302,237.10 2
150-41 25TH DR 8.000 2,905.19 80
7.750 2,905.19 380,000.00
WHITESTONE NY 11354 1 11/26/97 00
1500383342 05 01/01/98 0
1500383342 O 12/01/12
0
1
1678892 074/074 F 109,000.00 ZZ
180 108,310.22 1
108 W NECK RD 7.000 979.72 46
6.750 979.72 240,000.00
HUNTINGTON NY 11743 2 12/03/97 00
1500388765 05 01/01/98 0
1500388765 O 12/01/12
0
1678894 074/074 F 400,000.00 ZZ
180 98,194.90 1
2 ASHTON RD 7.250 3,651.45 62
7.000 3,651.45 655,000.00
KATONAH NY 10536 1 12/30/97 00
1500394826 05 02/01/98 0
1500394826 O 01/01/13
0
1678895 074/074 F 330,000.00 ZZ
180 328,760.53 1
9 SUNSET CT 7.500 3,059.14 72
7.250 3,059.14 460,000.00
W WINDSOR TOWNS NJ 08550 2 12/23/97 00
1500395283 05 02/01/98 0
1500395283 O 01/01/13
0
1678896 074/074 F 650,000.00 T
180 644,073.87 1
84 E 11TH ST 7.500 6,025.58 74
7.250 6,025.58 890,000.00
AVALON NJ 08202 1 11/29/97 00
1500395658 05 12/01/97 0
1500395658 O 11/01/12
0
1678897 074/074 F 110,000.00 ZZ
180 108,941.47 1
719 FAIRVIEW AVE 6.875 981.04 52
6.625 981.04 212,500.00
WESTBURY NY 11590 1 11/05/97 00
1500396640 05 12/01/97 0
1500396640 O 11/01/12
0
1678898 074/074 F 140,000.00 ZZ
180 139,205.88 1
124 RIVERVALE RD 8.250 1,358.20 59
8.000 1,358.20 240,000.00
1
PARK RIDGE NJ 07656 5 11/12/97 00
1500397198 05 01/01/98 0
1500397198 O 12/01/12
0
1678899 074/074 F 444,000.00 ZZ
180 441,309.76 1
333 OXFORD DR 7.500 4,115.93 60
7.250 4,115.93 750,000.00
SHORT HILLS NJ 70780 2 12/11/97 00
1500402108 05 01/01/98 0
1500402108 O 12/01/12
0
1678900 074/074 F 185,600.00 ZZ
180 185,039.46 2
290 GRAFF AVE 7.500 1,720.54 80
7.250 1,720.54 232,000.00
BRONX NY 10465 5 11/25/97 00
1500407156 05 02/01/98 0
1500407156 O 01/01/13
0
1678901 074/074 F 214,600.00 ZZ
180 213,299.71 1
64 PARRY DRIVE 7.500 1,989.37 79
7.250 1,989.37 273,000.00
MT HOLLY NJ 08060 5 12/16/97 00
1500408931 03 01/01/98 0
1500408931 O 12/01/12
0
1678902 074/074 F 280,000.00 ZZ
180 279,116.61 1
35 GRIST MILL ROAD 7.000 2,516.72 75
6.750 2,516.72 375,000.00
MONROE CT 06468 2 12/30/97 00
1580067591 05 02/01/98 0
1580067591 O 01/01/13
0
1678903 074/074 F 70,000.00 ZZ
180 69,793.18 1
315 COLONIAL ROAD 7.750 658.90 65
7.500 658.90 109,000.00
EDGEWATER PARK NJ 08010 5 12/09/97 00
1587094151 05 02/01/98 0
1587094151 O 01/01/13
0
1
1678904 074/074 F 130,000.00 ZZ
180 129,594.29 1
201 COKESBURY ROAD 7.125 1,177.59 50
6.875 1,177.59 260,000.00
CLINTON TWP NJ 08833 2 12/24/97 00
1587095085 05 02/01/98 0
1587095085 O 01/01/13
0
1678905 074/074 F 149,000.00 ZZ
180 148,554.91 1
6 VIEWMONT TERRACE 7.625 1,391.86 65
7.375 1,391.86 230,000.00
MONTVILLE NJ 07045 5 12/10/97 00
1587095267 05 02/01/98 0
1587095267 O 01/01/13
0
1679094 E26/G01 F 260,000.00 ZZ
180 259,197.38 1
16232 DEER LAKE ROAD 7.250 2,373.45 75
7.000 2,373.45 347,000.00
DERWOOD MD 20855 2 12/10/97 00
0430570747 05 02/01/98 0
45700878 O 01/01/13
0
1679098 E26/G01 F 290,000.00 ZZ
180 289,104.77 1
12005 WHIPPOORWILL LANE 7.250 2,647.31 79
7.000 2,647.31 367,500.00
ROCKVILLE MD 20852 2 12/22/97 00
0430570861 05 02/01/98 0
45700833 O 01/01/13
0
1679235 B24/G01 F 162,000.00 ZZ
180 162,000.00 1
358 SOUNDVIEW AVENUE 7.375 1,490.28 50
7.125 1,490.28 325,000.00
STAMFORD CT 06901 2 01/14/98 00
0430573899 05 03/01/98 0
1679235 O 02/01/13
0
1679321 685/G01 F 384,000.00 ZZ
180 384,000.00 1
1
3113 OAKCREST DRIVE 7.500 3,559.73 80
7.250 3,559.73 480,000.00
LOS ANGELES CA 90068 1 01/01/98 00
0430574152 05 03/01/98 0
110385 O 02/01/13
0
1679744 A06/G01 F 650,000.00 ZZ
180 650,000.00 1
1911 SHERWOOD GLEN 7.250 5,933.61 67
7.000 5,933.61 975,000.00
BLOOMFIELD HILL MI 48302 2 01/02/98 00
0430576314 05 03/01/98 0
9716036 O 02/01/13
0
1679809 462/462 F 320,350.00 ZZ
180 319,350.24 1
11191 NW 70 STREET 7.125 2,901.84 80
6.875 2,901.84 400,490.00
MIAMI FL 33178 1 12/30/97 00
0005041207 03 02/01/98 0
0005041207 O 01/01/13
0
1680047 450/450 F 600,000.00 ZZ
164 597,911.86 1
6201 EDWARDS MOUNTAIN COVE 7.625 5,900.64 80
7.375 5,900.64 750,000.00
AUSTIN TX 78731 4 12/17/97 00
3917622 05 02/01/98 0
3917622 O 09/01/11
0
1680098 356/G01 F 268,900.00 ZZ
180 268,900.00 1
1576 CALYPSO DRIVE 7.375 2,473.68 68
7.125 2,473.68 400,000.00
APTOS CA 95003 2 12/30/97 00
0430573527 05 03/01/98 0
2446847 O 02/01/13
0
1680117 367/367 F 250,000.00 ZZ
180 250,000.00 1
1552 44TH STREET, NW 7.250 2,282.16 76
7.000 2,282.16 332,400.00
WASHINGTON DC 20007 2 01/06/98 00
145510 07 03/01/98 0
1
145510 O 02/01/13
0
1680168 299/G01 F 255,000.00 ZZ
180 254,246.61 1
14805 GREEN POST CT 7.750 2,400.26 75
7.500 2,400.26 340,000.00
CENTREVILLE VA 20121 5 12/23/97 00
0430580258 03 02/01/98 0
757151 O 01/01/13
0
1680267 623/623 F 300,600.00 ZZ
180 298,758.66 1
2002 SAVANNAH COURT 7.375 2,765.29 80
7.125 2,765.29 375,810.00
ROUND ROCK TX 78681 4 11/17/97 10
919339 03 01/01/98 25
919339 O 12/01/12
0
1680268 623/623 F 383,000.00 ZZ
180 377,206.48 1
1957 N MAUD AVE 7.625 3,577.72 57
7.375 3,577.72 672,000.00
CHICAGO IL 60614 2 08/22/97 00
938270 07 10/01/97 0
938270 O 09/01/12
0
1680269 623/623 F 250,000.00 ZZ
180 248,468.61 1
7220 STAGECOACH ROAD 7.375 2,299.81 50
7.125 2,299.81 500,000.00
WHITESBURG TN 37891 5 10/31/97 00
948323 05 01/01/98 0
948323 O 12/01/12
0
1680270 623/623 F 272,100.00 ZZ
180 270,451.32 1
6727 WALDEN PARK LANE 7.500 2,522.40 80
7.250 2,522.40 340,156.00
RICHLAND MI 49083 1 11/20/97 00
949496 05 01/01/98 0
949496 O 12/01/12
0
1
1680271 623/623 F 250,000.00 ZZ
180 248,468.61 1
660 BACON RD 7.375 2,299.81 66
7.125 2,299.81 379,500.00
FRANKFORT MI 49635 5 11/22/97 00
952283 05 01/01/98 0
952283 O 12/01/12
0
1680272 623/623 F 250,000.00 ZZ
180 248,434.96 1
250 ROBIN HOOD ROAD 7.125 2,264.58 50
6.875 2,264.58 500,000.00
ATLANTA GA 30309 5 12/01/97 00
953462 05 01/01/98 0
953462 O 12/01/12
0
1680273 623/623 F 248,000.00 ZZ
180 246,513.68 1
5180 MORINGVIEW DRIVE 7.625 2,316.64 67
7.375 2,316.64 375,000.00
HOFFMAN ESTATES IL 60192 2 11/07/97 00
954625 05 01/01/98 0
954625 O 12/01/12
0
1680274 623/623 F 257,900.00 ZZ
180 256,302.95 1
353 VALLEY VIEW LANE 7.250 2,354.27 73
7.000 2,354.27 357,900.00
PELHAM AL 35124 1 11/19/97 00
955289 05 01/01/98 0
955289 O 12/01/12
0
1680275 623/623 F 562,500.00 ZZ
180 560,819.74 1
10836 RILEY STREET 7.625 5,254.48 69
7.375 5,254.48 825,000.00
HOLLAND MI 49424 5 12/04/97 00
955934 05 02/01/98 0
955934 O 01/01/13
0
1680276 623/623 F 292,000.00 ZZ
180 290,191.77 1
1514 SCENIC SHORE DRIVE 7.250 2,665.56 79
7.000 2,665.56 370,000.00
1
KINGWOOD TX 77345 1 11/14/97 00
956120 03 01/01/98 0
956120 O 12/01/12
0
1680277 623/623 F 452,000.00 ZZ
180 450,619.87 1
6800 TURNBERRY DR SE 7.375 4,158.05 67
7.125 4,158.05 675,000.00
GRAND RAPIDS MI 49546 2 12/03/97 00
956842 05 02/01/98 0
956842 O 01/01/13
0
1680278 623/623 F 334,750.00 T
180 332,765.63 1
19 SEA WINDS DRIVE 7.750 3,150.92 80
7.500 3,150.92 418,489.00
SANTA ROSA BEAC FL 32459 4 11/26/97 00
957650 03 01/01/98 0
957650 O 12/01/12
0
1680279 623/623 F 45,500.00 ZZ
120 44,617.35 1
7400 OWL CREEK ROAD 7.750 546.05 53
7.500 546.05 87,000.00
GEORGETOWN IN 47122 5 10/31/97 00
957698 05 12/01/97 0
957698 O 11/01/07
0
1680280 623/623 F 269,000.00 ZZ
180 267,387.82 1
5 S 507 ARLINGTON AVENUE 7.625 2,512.81 75
7.375 2,512.81 360,000.00
NAPERVILLE IL 60540 2 11/20/97 00
957920 05 01/01/98 0
957920 O 12/01/12
0
1680282 623/623 F 56,000.00 ZZ
180 55,675.24 1
3 NORTH PATHFINDERS CIRCLE 8.000 535.17 67
7.750 535.17 84,000.00
THE WOODLANDS TX 77381 2 11/21/97 00
958123 03 01/01/98 0
958123 O 12/01/12
0
1
1680283 623/623 F 262,000.00 ZZ
180 260,412.51 1
15200 GINGER CREEK LANE 7.500 2,428.77 69
7.250 2,428.77 385,000.00
ORLAND PARK IL 60462 2 11/10/97 00
958330 05 01/01/98 0
958330 O 12/01/12
0
1680284 623/623 F 274,000.00 ZZ
180 273,154.18 1
234 TAMERLAINE DRIVE 7.250 2,501.24 80
7.000 2,501.24 342,500.00
HOUSTON TX 77024 1 12/15/97 00
958385 03 02/01/98 0
958385 O 01/01/13
0
1680285 623/623 F 295,000.00 ZZ
180 294,079.36 1
29565 ST JOHN DRIVE 7.125 2,672.20 46
6.875 2,672.20 650,000.00
ORANGE BEACH AL 36561 5 12/05/97 00
958498 03 02/01/98 0
958498 O 01/01/13
0
1680288 623/623 F 315,000.00 ZZ
180 313,028.05 1
2610 WOODLEY PL NW 7.125 2,853.37 75
6.875 2,853.37 420,000.00
WASHINGTON DC 20008 1 11/26/97 00
959373 05 01/01/98 0
959373 O 12/01/12
0
1680289 623/623 F 269,500.00 ZZ
120 266,398.11 1
7614 HOLLY COURT ESTATES 7.125 3,146.51 77
6.875 3,146.51 350,000.00
HOUSTON TX 77095 2 11/20/97 00
959630 03 01/01/98 0
959630 O 12/01/07
0
1680290 623/623 F 251,000.00 ZZ
180 249,495.69 1
1
415 NORTH CUYLER 7.625 2,344.67 73
7.375 2,344.67 345,000.00
OAK PARK IL 60302 5 11/18/97 00
959714 05 01/01/98 0
959714 O 12/01/12
0
1680291 623/623 F 234,400.00 ZZ
180 233,692.08 1
3335 UNIVERSITY AVENUE 7.500 2,172.92 80
7.250 2,172.92 293,000.00
HIGHLAND PARK IL 60035 2 12/10/97 00
959797 05 02/01/98 0
959797 O 01/01/13
0
1680292 623/623 F 256,000.00 ZZ
180 255,100.00 1
10435 SHORE DRIVE 7.500 2,373.15 80
7.250 2,373.15 320,000.00
WILLIAMSBURG MI 49690 1 12/04/97 00
960385 05 02/01/98 0
960385 O 01/01/13
0
1680293 623/623 F 258,500.00 ZZ
180 256,899.22 1
205 MARLBERRY COURT 7.250 2,359.75 80
7.000 2,359.75 325,000.00
ALPHARETTA GA 30004 2 12/01/97 00
960471 03 01/01/98 0
960471 O 12/01/12
0
1680295 623/623 F 200,000.00 ZZ
180 199,402.57 1
11274 WAPLES MILL RD 7.625 1,868.26 74
7.375 1,868.26 272,500.00
OAKTON VA 22124 1 12/12/97 00
960753 05 02/01/98 0
960753 O 01/01/13
0
1680296 623/623 F 369,000.00 ZZ
180 366,714.95 1
195 LN 240 LAKE JAMES 7.250 3,368.46 80
7.000 3,368.46 462,000.00
ANGOLA IN 46703 1 12/01/97 00
961126 05 01/01/98 0
1
961126 O 12/01/12
0
1680297 623/623 F 400,000.00 ZZ
180 398,791.95 1
15919 ORCHARD POINT DRIVE 7.500 3,708.05 52
7.250 3,708.05 780,000.00
SPRING LAKE MI 49456 5 12/12/97 00
961150 05 02/01/98 0
961150 O 01/01/13
0
1680299 623/623 F 369,000.00 ZZ
180 363,930.61 1
7249 SEQUOIA AVENUE 7.500 3,420.68 87
7.250 3,420.68 429,000.00
FRESNO CA 93711 1 09/29/97 01
6214031 05 11/01/97 25
6214031 O 10/01/12
0
1680301 623/623 F 90,000.00 T
180 89,466.48 1
2330 EAST SHEA BOULEVARD 7.750 847.15 64
7.500 847.15 141,000.00
PHOENIX AZ 85028 1 11/20/97 00
6221162 05 01/01/98 0
6221162 O 12/01/12
0
1680302 623/623 F 247,000.00 ZZ
180 246,124.78 1
165 WALNUT AVENUE 7.250 2,254.77 64
7.000 2,254.77 390,000.00
ARCADIA CA 91007 5 12/01/97 00
6222939 05 02/01/98 0
6222939 O 01/01/13
0
1680303 623/623 F 400,000.00 ZZ
180 398,765.22 1
33821 CONNEMARA DRIVE 7.250 3,651.45 65
7.000 3,651.45 620,000.00
SAN JUAN CAPIST CA 92675 5 12/11/97 00
6228314 03 02/01/98 0
6228314 O 01/01/13
0
1
1680304 623/623 F 289,500.00 ZZ
180 287,687.67 1
2870 MESA ALTA LANE 7.125 2,622.39 66
6.875 2,622.39 439,500.00
ARROYO GRANDE CA 93420 1 11/17/97 00
6285993 05 01/01/98 0
6285993 O 12/01/12
0
1680305 623/623 F 127,450.00 ZZ
180 125,812.59 1
11230 CALLE JALAPA 7.625 1,190.55 75
7.375 1,190.55 170,000.00
SAN DIEGO CA 92126 2 09/24/97 00
6310399 05 11/01/97 0
6310399 O 10/01/12
0
1680306 623/623 F 336,000.00 ZZ
180 333,919.29 1
5231 CAMINITO EXQUISITO 7.250 3,067.22 80
7.000 3,067.22 420,000.00
SAN DIEGO CA 92130 2 11/10/97 00
6310798 03 01/01/98 0
6310798 O 12/01/12
0
1680307 623/623 F 332,800.00 ZZ
180 330,783.52 1
996 EAST ESSEX DRIVE 7.500 3,085.10 80
7.250 3,085.10 420,000.00
FRESNO CA 93720 2 11/07/97 00
6314182 03 01/01/98 0
6314182 O 12/01/12
0
1680308 623/623 F 103,250.00 ZZ
180 102,596.60 1
8924 DUNCAN ROAD 7.000 928.04 76
6.750 928.04 137,500.00
SAN DIEGO CA 92126 1 11/24/97 00
6324041 05 01/01/98 0
6324041 O 12/01/12
0
1680309 623/623 F 77,400.00 ZZ
180 77,150.46 1
2625 PIRINEOS WAY #129 6.750 684.92 74
6.500 684.92 105,000.00
1
CARLSBAD CA 92009 2 12/08/97 00
6324065 01 02/01/98 0
6324065 O 01/01/13
0
1680310 623/623 F 296,000.00 ZZ
180 294,147.00 1
673 CANTERBURY PLACE 7.125 2,681.26 66
6.875 2,681.26 450,000.00
MILPITAS CA 95035 2 11/05/97 00
6395565 05 01/01/98 0
6395565 O 12/01/12
0
1680311 623/623 F 315,000.00 ZZ
180 312,065.16 1
918 ROADRUNNER COURT 7.250 2,875.52 70
7.000 2,875.52 450,000.00
IVINS UT 84738 1 10/30/97 00
7161288 03 12/01/97 0
7161288 O 11/01/12
0
1680414 480/G01 F 150,000.00 ZZ
180 149,541.99 1
3615 ETHAN COURT 7.375 1,379.88 71
7.125 1,379.88 212,900.00
CHARLOTTE NC 28226 5 12/23/97 00
0430580167 05 02/01/98 0
2063071 O 01/01/13
0
1680431 K08/G01 F 121,000.00 ZZ
180 120,646.44 1
15459 LEONARD RD 7.875 1,147.62 61
7.625 1,147.62 200,000.00
SPRING LAKE MI 49456 5 12/23/97 00
0410627889 05 02/01/98 0
410627889 O 01/01/13
0
1680433 K08/G01 F 107,000.00 ZZ
180 106,683.87 1
47 CHESTNUT LANE 7.750 1,007.17 73
7.500 1,007.17 147,000.00
LEVITTOWN NY 11756 5 12/09/97 00
0410624886 05 02/01/98 0
410624886 O 01/01/13
0
1
1680434 K08/G01 F 66,000.00 ZZ
180 66,000.00 1
3003 HAYDEN COURT 7.500 611.83 73
7.250 611.83 91,000.00
BOYNTON BEACH FL 33462 2 01/06/98 00
0410666549 09 03/01/98 0
410666549 O 02/01/13
0
1680438 K08/G01 F 96,000.00 ZZ
120 96,000.00 1
4539 CEDAR RIDGE TRAIL 7.750 1,152.10 48
7.500 1,152.10 203,475.00
HOUSTON TX 77059 2 01/05/98 00
0410666655 03 03/01/98 0
410666655 O 02/01/08
0
1680514 975/G01 F 445,000.00 ZZ
180 443,626.30 1
2323 VIA SALDIVAR STREET 7.250 4,062.24 50
7.000 4,062.24 900,000.00
GLENDALE CA 91208 2 12/02/97 00
0430575001 05 02/01/98 0
972519 O 01/01/13
0
1680598 E33/G01 F 350,000.00 ZZ
180 350,000.00 1
340 KING MUIR ROAD 6.750 3,097.19 44
6.500 3,097.19 800,000.00
LAKE FOREST IL 60045 5 01/14/98 00
0430582619 05 03/01/98 0
054344689 O 02/01/13
0
1680769 429/429 F 306,000.00 ZZ
180 305,095.94 1
178 BALLVILLE ROAD 7.750 2,880.31 77
7.500 2,880.31 400,000.00
BOLTON MA 01740 2 12/23/97 00
63653435 05 02/01/98 0
63653435 O 01/01/13
0
1680777 429/429 F 298,000.00 ZZ
180 297,100.00 1
1
13008 HARVEST PLACE 7.500 2,762.50 78
7.250 2,762.50 383,000.00
CLIFTON VA 22024 2 12/09/97 00
63005565 03 02/01/98 0
63005565 O 01/01/13
0
1680987 367/367 F 237,710.87 ZZ
148 236,686.23 1
5503 MONTGOMERY STREET 6.875 2,386.53 52
6.625 2,386.53 465,000.00
CHEVY CHASE MD 20815 2 01/13/98 00
171762 05 02/01/98 0
171762 O 05/01/10
0
1681050 E90/E90 F 340,000.00 ZZ
180 340,000.00 1
4224 GOLDENSEAL WAY 7.125 3,079.83 74
6.875 3,079.83 462,500.00
HILLARD OH 43026 1 01/16/98 00
UNKNOWN 05 03/01/98 0
UNKNOWN O 02/01/13
0
1681080 429/429 F 219,100.00 ZZ
180 218,423.64 1
6024 TWINPOINT WAY 7.250 2,000.09 75
7.000 2,000.09 293,000.00
WOODSTOCK GA 30189 2 12/11/97 00
63008319 03 02/01/98 0
63008319 O 01/01/13
0
1681107 976/976 F 600,000.00 ZZ
180 598,246.80 1
405 SANTA MONICA AVENUE 7.875 5,690.70 63
7.625 5,690.70 954,187.00
MENLO PARK CA 94025 1 12/16/97 00
502018 05 02/01/98 0
502018 O 01/01/13
0
1681108 976/976 F 253,300.00 ZZ
180 252,500.84 1
675 RAMBLEWOOD ROAD 7.000 2,276.74 76
6.750 2,276.74 335,000.00
HOUSTON TX 77079 2 12/23/97 00
5132187 03 02/01/98 0
1
5132187 O 01/01/13
0
1681109 976/976 F 291,500.00 ZZ
180 290,629.25 1
5314 VISTA GRANDE DRIVE 7.625 2,722.99 78
7.375 2,722.99 375,000.00
SANTA ROSA CA 95403 2 12/05/97 00
5136488 05 02/01/98 0
5136488 O 01/01/13
0
1681110 976/976 F 294,000.00 ZZ
180 293,092.43 1
13285 KINGSFIELD COURT 7.250 2,683.82 80
7.000 2,683.82 367,544.00
SAN DIEGO CA 92130 1 12/12/97 00
5140812 03 02/01/98 0
5140812 O 01/01/13
0
1681113 976/976 F 318,600.00 ZZ
180 317,637.78 1
1363 ROAD 110 SOUTH 7.500 2,953.47 80
7.250 2,953.47 400,000.00
ALAMOSA CO 81101 2 12/23/97 00
5144563 05 02/01/98 0
5144563 O 01/01/13
0
1681114 976/976 F 439,100.00 ZZ
180 437,759.25 1
11988 WOOD RANCH ROAD 7.375 4,039.39 76
7.125 4,039.39 585,000.00
LOS ANGELES CA 91344 2 12/03/97 00
5151767 03 02/01/98 0
5151767 O 01/01/13
0
1681115 976/976 F 320,000.00 ZZ
180 318,061.08 1
6121 FLOWERSTONE DRIVE 7.500 2,966.44 30
7.250 2,966.44 1,092,000.00
W. BLOOMFIELD MI 48322 2 11/26/97 00
5156647 05 01/01/98 0
5156647 O 12/01/12
0
1
1681116 976/976 F 297,000.00 ZZ
180 296,052.75 1
2129 LARPENTEUR AVENUE 6.875 2,648.81 57
6.625 2,648.81 525,000.00
FALCON HEIGHTS MN 55113 5 12/09/97 00
5157575 05 02/01/98 0
5157575 O 01/01/13
0
1681117 976/976 F 315,000.00 ZZ
180 314,048.66 1
1182 MASON DRIVE 7.500 2,920.09 75
7.250 2,920.09 420,000.00
PACIFICA CA 94044 5 12/15/97 00
5160968 05 02/01/98 0
5160968 O 01/01/13
0
1681118 976/976 F 271,600.00 ZZ
180 270,761.58 1
3428 LIVINGSTON DRIVE 7.250 2,479.34 80
7.000 2,479.34 342,000.00
JEFFERSON MD 21755 2 12/10/97 00
5161586 05 02/01/98 0
5161586 O 01/01/13
0
1681119 976/976 F 350,000.00 ZZ
180 348,883.71 1
209 PEMBROKE AVENUE 6.875 3,121.50 70
6.625 3,121.50 500,000.00
WAYNE PA 19087 1 12/29/97 00
5161964 05 02/01/98 0
5161964 O 01/01/13
0
1681120 976/976 F 300,000.00 ZZ
180 299,093.96 1
345 BLACKHEATH ROAD 7.500 2,781.04 46
7.250 2,781.04 653,000.00
LIDO BEACH NY 11561 1 12/30/97 00
5164271 05 02/01/98 0
5164271 O 01/01/13
0
1681121 976/976 F 382,000.00 ZZ
180 380,833.60 1
11 VAN KIRK ROAD 7.375 3,514.11 76
7.125 3,514.11 505,000.00
1
PRINCETON NJ 08540 2 12/29/97 00
5174705 05 02/01/98 0
5174705 O 01/01/13
0
1681122 976/976 F 252,000.00 ZZ
180 251,247.24 1
1872 CHEDWORTH LANE 7.625 2,354.01 60
7.375 2,354.01 420,000.00
STONE MOUNTAIN GA 30087 2 12/10/97 00
5181319 05 02/01/98 0
5181319 O 01/01/13
0
1681123 976/976 F 308,800.00 ZZ
180 307,846.74 1
3201 ARMAGOSA WAY 7.250 2,818.93 60
7.000 2,818.93 520,000.00
JAMUL CA 91935 2 12/22/97 00
5190004 03 02/01/98 0
5190004 O 01/01/13
0
1681126 976/976 F 797,000.00 ZZ
180 794,485.50 1
530 EAST 86TH STREET 7.000 7,163.67 52
6.750 7,163.67 1,550,000.00
NEW YORK NY 10028 1 12/18/97 00
6447510 11 02/01/98 0
6447510 O 01/01/13
0
1681127 976/976 F 280,000.00 ZZ
180 278,340.16 1
11211 BUCKWOOD LANE 7.750 2,635.58 80
7.500 2,635.58 350,000.00
ROCKVILLE MD 20852 2 11/24/97 00
6484141 05 01/01/98 0
6484141 O 12/01/12
0
1681129 976/976 F 320,000.00 ZZ
180 316,898.03 1
48 HILLBROOK DRIVE 6.875 2,853.94 28
6.625 2,853.94 1,165,000.00
PORTOLA VALLEY CA 94028 2 10/28/97 00
6514269 05 12/01/97 0
6514269 O 11/01/12
0
1
1681130 976/976 F 480,000.00 ZZ
180 476,524.53 1
2278 PORTSIDE WAY 7.250 4,381.75 64
7.000 4,381.75 755,000.00
CHARLESTON SC 29407 2 11/20/97 00
6518252 05 01/01/98 0
6518252 O 12/01/12
0
1681131 976/976 F 330,000.00 ZZ
180 327,956.45 1
27 COOPER CIRCLE 7.250 3,012.45 39
7.000 3,012.45 865,000.00
EDINA MN 55436 2 11/14/97 00
6520365 05 01/01/98 0
6520365 O 12/01/12
0
1681132 976/976 F 271,000.00 ZZ
180 269,357.96 1
622 OAK FARM CT. 7.500 2,512.21 77
7.250 2,512.21 355,000.00
LUTHERVILLE MD 21093 2 11/10/97 00
6520746 05 01/01/98 0
6520746 O 12/01/12
0
1681133 976/976 F 342,000.00 ZZ
180 339,747.42 1
2303 BIGWOODS DRIVE 6.875 3,050.15 84
6.625 3,050.15 410,000.00
BATAVIA IL 60510 2 11/26/97 11
6532030 05 01/01/98 6
6532030 O 12/01/12
0
1681134 976/976 F 250,000.00 ZZ
180 248,322.00 1
3745 SOUTHWEST 171ST STREET 7.000 2,247.08 38
6.750 2,247.08 675,000.00
SEATTLE WA 98166 5 11/22/97 00
6536619 05 01/01/98 0
6536619 O 12/01/12
0
1681135 976/976 F 650,000.00 ZZ
180 645,886.59 1
1
5037 NE LAURELCREST LANE 7.000 5,842.39 50
6.750 5,842.39 1,300,000.00
SEATTLE WA 98105 1 11/25/97 00
6537559 05 01/01/98 0
6537559 O 12/01/12
0
1681136 976/976 F 275,200.00 ZZ
180 273,514.24 1
6363 MARQUIS COURT 7.375 2,531.63 62
7.125 2,531.63 447,950.00
OAK PARK CA 91301 1 11/26/97 00
715119 03 01/01/98 0
715119 O 12/01/12
0
1681137 976/976 F 247,500.00 ZZ
180 246,760.68 1
7 GREEN HILL ROAD 7.625 2,311.98 75
7.375 2,311.98 330,000.00
COLTS NECK NJ 07722 5 12/23/97 00
732813 05 02/01/98 0
732813 O 01/01/13
0
1681138 976/976 F 296,000.00 ZZ
180 295,086.25 1
3417 MUSCATEE CIRCLE 7.250 2,702.08 80
7.000 2,702.08 370,000.00
GALVESTON TX 77554 2 12/05/97 00
765210 03 02/01/98 0
765210 O 01/01/13
0
1681139 976/976 F 307,900.00 ZZ
180 306,939.10 1
33 CEDARBROOK 7.125 2,789.06 70
6.875 2,789.06 439,900.00
IRVINE CA 92620 1 12/17/97 00
784217 03 02/01/98 0
784217 O 01/01/13
0
1681140 976/976 F 244,000.00 ZZ
180 240,893.68 1
1233 LAKE POINT VISTA 7.000 2,193.15 80
6.750 2,193.15 305,000.00
BIRMINGHAM AL 35244 1 09/19/97 00
7886179 03 11/01/97 0
1
7886179 O 10/01/12
0
1681141 976/976 F 296,000.00 ZZ
180 294,186.84 1
2426 RIDGEWOOD DRIVE 7.375 2,722.97 80
7.125 2,722.97 370,000.00
LAUREL MS 39440 2 11/25/97 00
7901309 05 01/01/98 0
7901309 O 12/01/12
0
1681142 976/976 F 318,000.00 ZZ
180 316,094.16 1
1225 KNOX VALLEY DRIVE 7.625 2,970.53 89
7.375 2,970.53 360,000.00
BRENTWOOD TN 37027 2 11/11/97 14
7949765 05 01/01/98 12
7949765 O 12/01/12
0
1681143 976/976 F 622,500.00 ZZ
180 618,728.19 1
5124 NORTHEAST LATIMER PLACE 7.500 5,770.65 75
7.250 5,770.65 830,000.00
SEATTLE WA 98105 1 11/21/97 00
7949972 05 01/01/98 0
7949972 O 12/01/12
0
1681144 976/976 F 410,000.00 ZZ
180 407,542.78 1
22825 W 47TH STREET 7.625 3,829.93 47
7.375 3,829.93 875,000.00
SHAWNEE KS 66226 2 11/20/97 00
7951385 05 01/01/98 0
7951385 O 12/01/12
0
1681146 976/976 F 296,250.00 ZZ
180 295,355.29 1
508 DEXTER AVENUE 7.500 2,746.27 75
7.250 2,746.27 395,000.00
BIRMINGHAM AL 35213 2 12/19/97 00
7952205 05 02/01/98 0
7952205 O 01/01/13
0
1
1681147 976/976 F 545,000.00 ZZ
180 543,372.01 1
11324 HIGH DRIVE 7.625 5,091.01 69
7.375 5,091.01 800,000.00
LEAWOOD KS 66211 2 12/16/97 00
7952991 03 02/01/98 0
7952991 O 01/01/13
0
1681148 976/976 F 268,000.00 ZZ
180 267,154.47 1
7 MUIRFIELD DRIVE 7.000 2,408.86 77
6.750 2,408.86 350,000.00
LA PLACE LA 70068 2 12/18/97 00
7954017 05 02/01/98 0
7954017 O 01/01/13
0
1681282 638/G01 F 255,000.00 ZZ
180 254,212.83 1
10140 CAVALLETTI DRIVE 7.250 2,327.80 72
7.000 2,327.80 357,000.00
SACRAMENTO CA 95829 2 12/29/97 00
0430574640 05 02/01/98 0
8692315 O 01/01/13
0
1681394 736/G01 F 450,000.00 ZZ
180 448,595.64 1
533 PT. SAN PEDRO ROAD 7.125 4,076.24 67
6.875 4,076.24 680,000.00
SAN RAFAEL CA 94901 1 12/31/97 00
0430575878 05 02/01/98 0
563214 O 01/01/13
0
1681396 736/G01 F 271,000.00 ZZ
180 270,190.49 1
2693 HOCKING WAY 7.625 2,531.49 77
7.375 2,531.49 355,000.00
SAN JOSE CA 95124 2 12/29/97 00
0430575639 05 02/01/98 0
559871 O 01/01/13
0
1681404 560/560 F 500,000.00 ZZ
180 496,903.70 1
3105 W LAKE CREEK ROAD 7.250 4,564.32 39
7.000 4,564.32 1,310,000.00
1
WILSON WY 83014 2 12/04/97 00
450929856 05 01/01/98 0
450929856 O 12/01/12
0
1681406 560/560 F 393,000.00 ZZ
120 386,525.88 1
2311 HAVERFORD 7.375 4,639.39 72
7.125 4,639.39 550,000.00
TROY MI 48098 2 11/19/97 00
450944160 05 01/01/98 0
450944160 O 12/01/07
0
1681407 560/560 F 255,000.00 ZZ
180 253,387.71 1
570 ELYSIAN FIELDS DRIVE 7.750 2,400.26 75
7.500 2,400.26 340,000.00
OAKLAND CA 94605 2 11/13/97 00
450945118 05 01/01/98 0
450945118 O 12/01/12
0
1681408 560/560 F 290,000.00 ZZ
180 287,255.60 1
26 TREMBLANT COURT 7.625 2,708.98 55
7.375 2,708.98 530,000.00
LUTHERVILLE MD 21093 2 11/20/97 00
450945886 05 01/01/98 0
450945886 O 12/01/12
0
1681409 560/560 F 297,000.00 ZZ
180 292,483.56 1
1184 GOLDEN VALE DRIVE 7.500 2,753.23 90
7.250 2,753.23 330,000.00
RIVERSIDE CA 92506 2 11/19/97 04
450947007 05 01/01/98 30
450947007 O 12/01/12
0
1681410 560/560 F 307,750.00 ZZ
180 305,864.85 1
17 HIGHPOINT PLACE 7.375 2,831.07 62
7.125 2,831.07 500,000.00
WEST WINDSOR NJ 08651 2 11/21/97 00
450948708 05 01/01/98 0
450948708 O 12/01/12
0
1
1681411 560/560 F 325,000.00 ZZ
180 323,052.18 1
15580 BELLANCA LANE 7.625 3,035.93 80
7.375 3,035.93 410,000.00
WELLINGTON FL 33414 2 11/21/97 00
450950464 03 01/01/98 0
450950464 O 12/01/12
0
1681413 560/560 F 520,000.00 ZZ
180 516,883.51 1
2527 GREEN ACRES DRIVE 7.625 4,857.48 80
7.375 4,857.48 650,000.00
VISALIA CA 93291 5 11/21/97 00
450952536 05 01/01/98 0
450952536 O 12/01/12
0
1681414 560/560 F 250,000.00 ZZ
180 248,501.68 1
23 KNOTTINGHAM DRIVE 7.625 2,335.33 74
7.375 2,335.33 340,000.00
VOORHEES NJ 08043 2 11/21/97 00
450953666 05 01/01/98 0
450953666 O 12/01/12
0
1681415 560/560 F 249,000.00 ZZ
180 247,523.93 1
360 TETRAULT ROAD 7.750 2,343.78 75
7.500 2,343.78 332,000.00
KALISPELL MT 59901 5 11/18/97 00
450954011 05 01/01/98 0
450954011 O 12/01/12
0
1681416 560/560 F 440,000.00 ZZ
180 438,685.65 1
5 EAST BUCK ROAD 7.625 4,110.18 80
7.375 4,110.18 550,000.00
EAST BRANDYWINE PA 19335 1 12/29/97 04
460571003 05 02/01/98 12
460571003 O 01/01/13
0
1681417 560/560 F 100,000.00 ZZ
180 100,000.00 1
1
656 NICHOLLS ROAD 7.125 905.84 49
6.875 905.84 205,000.00
DEER PARK NY 11729 1 01/08/98 00
460916406 05 03/01/98 0
460916406 O 02/01/13
0
1681418 560/560 F 258,000.00 ZZ
180 255,589.71 1
5430 ONTARIO 7.000 2,318.98 79
6.750 2,318.98 327,000.00
FREMONT CA 94555 2 11/24/97 00
487472201 03 01/01/98 0
487472201 O 12/01/12
0
1681419 560/560 F 470,000.00 ZZ
180 468,596.04 1
1072 DEER CLIFF DRIVE 7.625 4,390.42 66
7.375 4,390.42 715,000.00
ZEFFER COVE NV 89449 2 12/10/97 00
487623209 05 02/01/98 0
487623209 O 01/01/13
0
1681420 560/560 F 275,000.00 ZZ
180 274,178.54 1
1301 N DEARBORN 705 7.625 2,568.86 76
7.375 2,568.86 365,851.00
CHICAGO IL 60610 1 12/01/97 00
487667701 01 02/01/98 0
487667701 O 01/01/13
0
1681421 560/560 F 266,600.00 ZZ
180 265,777.01 1
4667 KENMORE DRIVE NW 7.250 2,433.70 39
7.000 2,433.70 691,000.00
WASHINGTON DC 20007 2 11/26/97 00
488336900 05 02/01/98 0
488336900 O 01/01/13
0
1681422 560/560 F 235,000.00 ZZ
180 234,242.34 1
20580 SOUTH MAY ROAD 6.750 2,079.54 70
6.500 2,079.54 340,000.00
OREGON CITY OR 97045 2 12/10/97 00
488635202 05 02/01/98 0
1
488635202 O 01/01/13
0
1681423 560/560 F 300,000.00 ZZ
180 299,022.26 1
8 PHEASANT WAY 6.625 2,633.99 60
6.375 2,633.99 500,000.00
FLORHAM PARK NJ 07932 1 12/03/97 00
488652900 05 02/01/98 0
488652900 O 01/01/13
0
1681424 560/560 F 328,000.00 ZZ
180 327,009.39 1
12 NELSON LANE 7.500 3,040.61 36
7.250 3,040.61 925,000.00
MONTVILLE TWP. NJ 07045 2 12/01/97 00
488666306 05 02/01/98 0
488666306 O 01/01/13
0
1681425 560/560 F 325,500.00 ZZ
180 324,416.08 1
9204 PRESTMOOR PLACE 6.375 2,813.14 62
6.125 2,813.14 527,600.00
BRENTWOOD TN 37027 1 12/05/97 00
488773904 03 02/01/98 0
488773904 O 01/01/13
0
1681426 560/560 F 235,000.00 ZZ
180 234,258.58 1
2842 AVENUE C W 7.000 2,112.25 45
6.750 2,112.25 530,000.00
BRADENTON FL 34205 5 12/30/97 00
488798307 05 02/01/98 0
488798307 O 01/01/13
0
1681428 560/560 F 458,250.00 ZZ
180 456,372.72 1
826 EAST 700 NORTH 8.000 4,379.28 65
7.750 4,379.28 705,000.00
AMERICAN FORK UT 84003 2 12/10/97 00
488987504 05 02/01/98 0
488987504 O 01/01/13
0
1
1681429 560/560 F 257,600.00 ZZ
180 256,813.44 1
2431 TIGERTAIL AVENUE 7.375 2,369.73 80
7.125 2,369.73 322,000.00
MIAMI FL 33133 1 12/15/97 00
489044602 05 02/01/98 0
489044602 O 01/01/13
0
1681430 560/560 F 270,750.00 ZZ
180 269,914.20 1
24117 HUBER AVENUE 7.250 2,471.58 95
7.000 2,471.58 285,000.00
TORRANCE CA 90501 2 12/08/97 04
489095703 05 02/01/98 30
489095703 O 01/01/13
0
1681431 560/560 F 492,000.00 ZZ
180 490,497.72 1
104 SONDLEY PKY 7.375 4,526.03 80
7.125 4,526.03 616,000.00
ASHEVILLE NC 28805 2 12/09/97 00
489102905 05 02/01/98 0
489102905 O 01/01/13
0
1681432 560/560 F 445,000.00 ZZ
120 442,499.02 1
249 MEADOWBROOK ROAD 7.500 5,282.23 75
7.250 5,282.23 595,000.00
ROBBINSVILLE NJ 08691 2 12/05/97 00
489135103 05 02/01/98 0
489135103 O 01/01/08
0
1681433 560/560 F 258,000.00 ZZ
180 257,186.02 1
8120 WESTLAWN AVENUE 7.000 2,318.98 70
6.750 2,318.98 370,000.00
LOS ANGELES CA 90045 2 12/09/97 00
489197103 05 02/01/98 0
489197103 O 01/01/13
0
1681434 560/560 F 288,800.00 ZZ
180 285,484.53 1
2215 GRENOBLE DRIVE 7.000 2,595.82 80
6.750 2,595.82 362,000.00
1
LODI CA 95242 2 12/04/97 00
489279505 05 01/01/98 0
489279505 O 12/01/12
0
1681436 560/560 F 308,000.00 ZZ
180 305,199.13 1
4730 E. CHAPAROSA 7.250 2,811.62 80
7.000 2,811.62 385,000.00
CAVE CREEK AZ 85331 1 11/26/97 00
489319905 03 01/01/98 0
489319905 O 12/01/12
0
1681437 560/560 F 233,350.00 ZZ
180 232,405.51 1
63 CATHEDRAL PARK DRIVE 7.250 2,130.17 69
7.000 2,130.17 340,000.00
BONNY DOON CA 95060 2 12/23/97 00
489329409 05 02/01/98 0
489329409 O 01/01/13
0
1681438 560/560 F 292,000.00 ZZ
180 291,058.56 1
5509 NORTH 18TH ROAD 6.750 2,583.94 78
6.500 2,583.94 375,000.00
ARLINGTON VA 22205 2 12/11/97 00
489400101 05 02/01/98 0
489400101 O 01/01/13
0
1681439 560/560 F 264,000.00 ZZ
180 262,329.32 1
332 VISTA TRUCHA 7.000 2,372.91 80
6.750 2,372.91 330,000.00
NEWPORT BEACH CA 92660 1 11/24/97 00
489475509 03 01/01/98 0
489475509 O 12/01/12
0
1681441 560/560 F 372,000.00 ZZ
180 370,888.78 1
1849 JUSTINO DRIVE 7.625 3,474.97 80
7.375 3,474.97 465,000.00
MORGAN HILL CA 95037 2 12/04/97 00
489605303 05 02/01/98 0
489605303 O 01/01/13
0
1
1681442 560/560 F 549,500.00 ZZ
180 547,186.44 1
345 MEADOW CREEK DRIVE 7.375 5,054.98 57
7.125 5,054.98 970,000.00
ANN ARBOR MI 48105 2 12/22/97 00
489646604 05 02/01/98 0
489646604 O 01/01/13
0
1681443 560/560 F 303,000.00 ZZ
120 301,320.54 1
75 BOWMAN DRIVE 7.750 3,636.33 37
7.500 3,636.33 832,000.00
GREENWICH CT 06830 2 12/23/97 00
489650705 05 02/01/98 0
489650705 O 01/01/08
0
1681444 560/560 F 247,000.00 ZZ
180 246,245.80 1
55 TARPON LANE 7.375 2,272.22 16
7.125 2,272.22 1,600,000.00
KEY LARGO FL 33037 2 12/23/97 00
489654202 05 02/01/98 0
489654202 O 01/01/13
0
1681445 560/560 F 443,000.00 ZZ
180 441,617.47 1
28 BROOKWOOD ROAD 7.125 4,012.84 30
6.875 4,012.84 1,500,000.00
TOWN & COUNTRY MO 63131 2 12/18/97 00
489660407 03 02/01/98 0
489660407 O 01/01/13
0
1681446 560/560 F 279,000.00 ZZ
180 277,600.48 1
105 TWIN CREEK LANE 6.750 2,468.90 72
6.500 2,468.90 390,000.00
KENNETT SQUARE PA 19348 2 12/19/97 00
489677203 03 02/01/98 0
489677203 O 01/01/13
0
1681447 560/560 F 234,650.00 ZZ
180 233,909.68 1
1
771 ATKINSON LANE 7.000 2,109.11 95
6.750 2,109.11 247,000.00
LANGHORNE PA 19047 1 12/19/97 04
489776203 05 02/01/98 30
489776203 O 01/01/13
0
1681448 560/560 F 300,000.00 ZZ
180 299,011.67 1
7370 SW 170TH TERRACE 6.500 2,613.33 64
6.250 2,613.33 475,000.00
MIAMI FL 33157 1 01/02/98 00
489850206 03 02/01/98 0
489850206 O 01/01/13
0
1681449 560/560 F 275,000.00 ZZ
180 275,000.00 1
46 FARM BROOK ROAD 7.000 2,471.78 69
6.750 2,471.78 400,000.00
SPARTA NJ 07871 2 01/05/98 00
489929901 05 03/01/98 0
489929901 O 02/01/13
0
1681450 560/560 F 281,000.00 ZZ
180 280,094.03 1
357 ARROYO ROAD 6.750 2,486.60 54
6.500 2,486.60 525,000.00
SANTA BARBARA CA 93110 2 12/19/97 00
489979807 05 02/01/98 0
489979807 O 01/01/13
0
1681712 420/G01 F 450,000.00 ZZ
180 450,000.00 1
520 CHANTECLER DRIVE 7.250 4,107.89 60
7.000 4,107.89 750,000.00
FREMONT CA 94539 2 01/06/98 00
0430585802 05 03/01/98 0
0000368563 O 02/01/13
0
1681952 K08/G01 F 154,000.00 ZZ
180 153,545.02 1
15420 CEDAR BLUFF PLACE 7.750 1,449.56 70
7.500 1,449.56 220,000.00
WELLINGTON FL 33414 5 12/30/97 00
0410661284 03 02/01/98 0
1
410661284 O 01/01/13
0
1682057 E97/G01 F 356,000.00 ZZ
180 356,000.00 1
2991 SALMON DRIVE 7.250 3,249.79 80
7.000 3,249.79 445,000.00
LOS ALAMITOS AR CA 90720 2 01/26/98 00
0430592410 05 03/01/98 0
973175 O 02/01/13
0
1682063 664/G01 F 254,500.00 ZZ
180 253,722.90 1
858 12TH STREET #13 7.375 2,341.21 60
7.125 2,341.21 425,000.00
SANTA MONICA CA 90403 2 12/18/97 00
0430577502 01 02/01/98 0
2409373 O 01/01/13
0
1682127 G75/G75 F 235,500.00 ZZ
180 234,073.07 1
5620 SONOMA ROAD 7.500 2,183.12 75
7.250 2,183.12 314,000.00
BETHESDA MD 20817 5 11/28/97 00
03387734 05 01/01/98 0
03387734 O 12/01/12
0
1682128 G75/G75 F 300,000.00 ZZ
180 297,636.10 1
1 WEBSTER LANE 7.125 2,717.50 76
6.875 2,717.50 395,000.00
COLUMBIA CT 06237 1 11/26/97 00
03371286 05 01/01/98 0
03371286 O 12/01/12
0
1682129 G75/G75 F 550,000.00 ZZ
180 548,188.07 1
800 FAIRWAY OAKS DRIVE 6.500 4,791.10 55
6.250 4,791.10 1,005,000.00
KNOXSVILLE TN 37922 2 12/24/97 00
03397898 05 02/01/98 0
03397898 O 01/01/13
0
1
1682130 G75/G75 F 750,000.00 ZZ
180 747,709.94 1
6709 SHERWOOD DRIVE 7.375 6,899.43 77
7.125 6,899.43 985,000.00
KNOXSVILLE TN 37919 5 12/05/97 00
03393117 05 02/01/98 0
03393117 O 01/01/13
0
1682131 G75/G75 F 300,000.00 T
180 298,221.62 1
1617 NEW YORK AVENUE 7.750 2,823.83 62
7.500 2,823.83 485,000.00
CAPE MAY NJ 08204 1 11/21/97 00
03376654 05 01/01/98 0
03376654 O 12/01/12
0
1682132 G75/G75 F 290,400.00 ZZ
180 289,483.80 1
20496 PARTRIDGE PLACE 7.000 2,610.20 80
6.750 2,610.20 363,000.00
LEESBURG VA 20175 1 12/05/97 00
03341485 05 02/01/98 0
03341485 O 01/01/13
0
1682133 G75/G75 F 243,000.00 ZZ
180 241,511.48 1
27 JANI COURT 7.375 2,235.42 90
7.125 2,235.42 270,000.00
CLIFTON NJ 07013 1 11/26/97 14
03360992 05 01/01/98 25
03360992 O 12/01/12
0
1682135 G75/G75 F 227,900.00 ZZ
180 227,211.71 1
9 HAGEMAN RD 7.500 2,112.67 80
7.250 2,112.67 284,919.00
FRANKLIN NJ 08873 1 12/03/97 00
03299028 05 02/01/98 0
03299028 O 01/01/13
0
1682136 G75/G75 F 400,000.00 ZZ
180 397,468.66 1
300 VERSAILLES DRIVE 7.000 3,595.32 63
6.750 3,595.32 635,000.00
1
CARY NC 27511 5 11/26/97 00
03397014 03 01/01/98 0
03397014 O 12/01/12
0
1682266 638/G01 F 285,000.00 ZZ
180 284,120.22 1
1592 SUNNY VIEW WAY 7.250 2,601.66 76
7.000 2,601.66 375,000.00
SANTA ROSA CA 94501 2 12/16/97 00
0430576678 05 02/01/98 0
8690481 O 01/01/13
0
1682545 J99/G01 F 600,000.00 ZZ
180 600,000.00 1
1513 COUNTRY CLUB DRIVE 7.250 5,477.18 63
7.000 5,477.18 960,000.00
LOS ALTOS CA 94024 2 01/15/98 00
0430576942 05 03/01/98 0
9501315 O 02/01/13
0
1682554 E22/G01 F 60,000.00 ZZ
180 59,830.42 1
302 WEST CENTRAL 8.250 582.08 54
8.000 582.08 112,000.00
ANADARKO OK 73005 5 12/09/97 00
0410601363 05 02/01/98 0
410601363 O 01/01/13
0
1682555 K08/G01 F 30,000.00 T
180 30,000.00 1
4945 LAUREN DR. 7.750 282.38 47
7.500 282.38 65,000.00
CORPUS CHRISTI TX 78416 1 01/05/98 00
0410655963 05 03/01/98 0
410655963 O 02/01/13
0
1682567 367/367 F 260,000.00 ZZ
180 259,206.12 1
7716 SHREVE ROAD 7.375 2,391.80 80
7.125 2,391.80 325,500.00
FALLS CHURCH VA 22043 2 12/22/97 00
1559412 05 02/01/98 0
1559412 O 01/01/13
0
1
1682706 E66/E66 F 232,000.00 ZZ
180 231,268.05 1
4920 BOULDER CREEK LANE 7.000 2,085.28 67
6.750 2,085.28 347,000.00
RALEIGH NC 27613 2 12/18/97 00
600361700 05 02/01/98 0
600361700 O 01/01/13
0
1682729 267/267 F 250,000.00 ZZ
180 250,000.00 1
529 E. LA SIERRA DR. 7.125 2,264.58 71
6.875 2,264.58 355,000.00
ARCADIA CA 91006 5 01/06/98 00
4336796 05 03/01/98 0
4336796 O 02/01/13
0
1682969 638/G01 F 237,000.00 ZZ
180 237,000.00 1
6135 CHRISMARK AVENUE 7.500 2,197.02 77
7.250 2,197.02 308,000.00
SAN DIEGO CA 92120 2 01/01/98 00
0430576819 05 03/01/98 0
8692395 O 02/01/13
0
1683142 975/G01 F 550,000.00 ZZ
180 550,000.00 1
806 TEAKWOOD ROAD 7.125 4,982.07 50
6.875 4,982.07 1,100,000.00
LOS ANGELES CA 90049 2 01/12/98 00
0430580688 05 03/01/98 0
972715 O 02/01/13
0
1683240 K08/G01 F 260,000.00 ZZ
180 259,188.59 1
1749 LEE JANZEN DRIVE 7.125 2,355.16 65
6.875 2,355.16 400,000.00
KISSIMMEE FL 34744 2 12/29/97 00
0410651491 03 02/01/98 0
410651491 O 01/01/13
0
1683242 K08/G01 F 79,000.00 ZZ
180 79,000.00 1
1
1356 N.W. 125TH TERRACE 7.375 726.74 69
7.125 726.74 115,500.00
SUNRISE FL 33323 2 01/08/98 00
0410669600 03 03/01/98 0
410669600 O 02/01/13
0
1683267 F02/F02 F 350,000.00 ZZ
180 344,762.52 1
229 MERRIWEATHER 7.750 3,294.47 59
7.500 3,294.47 595,000.00
GROSSE POINTE F MI 48236 2 08/14/97 00
601375484 05 10/01/97 0
601375484 O 09/01/12
0
1683268 F02/F02 F 280,000.00 T
180 277,419.33 1
4000 N OCEAN DR #504 7.375 2,575.79 80
7.125 2,575.79 350,000.00
SINGER ISLAND FL 33404 1 10/31/97 00
601459737 06 12/01/97 0
601459737 O 11/01/12
0
1683269 F02/F02 F 237,500.00 ZZ
180 235,964.25 1
240 SADDLECREEK TRL 6.750 2,101.66 68
6.500 2,101.66 350,000.00
ALPHARETTA GA 30004 4 11/18/97 00
601468841 05 01/01/98 0
601468841 O 12/01/12
0
1683271 F02/F02 F 262,000.00 ZZ
180 257,085.24 1
2798 NW 26TH AVE 7.375 2,410.20 80
7.125 2,410.20 327,500.00
BOCA RATON FL 33434 1 10/31/97 00
601577422 03 12/01/97 0
601577422 O 11/01/12
0
1683272 F02/F02 F 271,250.00 ZZ
180 269,588.44 1
37 ARCHIBALD STREET 7.375 2,495.29 80
7.125 2,495.29 339,140.00
METHUEN MA 01844 1 12/02/97 00
601600089 05 01/01/98 0
1
601600089 O 12/01/12
0
1683273 F02/F02 F 220,000.00 ZZ
180 218,637.63 1
7 MEADOWBROOK RD 7.250 2,008.30 49
7.000 2,008.30 455,000.00
SYOSSET NY 11791 2 11/26/97 00
601601672 05 01/01/98 0
601601672 O 12/01/12
0
1683274 F02/F02 F 330,000.00 ZZ
180 328,022.23 1
3205 ADELANTO LANE 7.625 3,082.63 74
7.375 3,082.63 450,000.00
SAN JOSE CA 95135 5 11/10/97 00
601604993 05 01/01/98 0
601604993 O 12/01/12
0
1683275 F02/F02 F 375,200.00 ZZ
180 371,628.05 1
3706 PLUMB 7.000 3,372.40 80
6.750 3,372.40 469,000.00
HOUSTON TX 77005 1 10/29/97 00
601605905 05 12/01/97 0
601605905 O 11/01/12
0
1683276 F02/F02 F 850,000.00 ZZ
180 842,417.46 1
2219 SCOTT STREET 7.750 8,000.84 54
7.500 8,000.84 1,575,000.00
SAN FRANCISCO CA 94115 2 10/03/97 00
601606165 05 12/01/97 0
601606165 O 11/01/12
0
1683278 F02/F02 F 282,000.00 ZZ
180 280,176.51 1
4216 CRAVENS CREEK RD 6.750 2,495.44 78
6.500 2,495.44 363,000.00
ROANOKE VA 24018 2 11/20/97 00
601662621 05 01/01/98 0
601662621 O 12/01/12
0
1
1683279 F02/F02 F 236,200.00 ZZ
180 234,023.03 1
11420 HICKORY GROVE CHURCH 7.375 2,172.86 90
ROAD 7.125 2,172.86 262,500.00
RALEIGH NC 27613 4 10/28/97 14
601686424 05 12/01/97 12
601686424 O 11/01/12
0
1683280 F02/F02 F 300,000.00 ZZ
180 296,879.59 1
476 COUNTRY LANE 7.250 2,738.59 45
7.000 2,738.59 677,000.00
COPPELL TX 75019 4 10/30/97 00
601688108 03 12/01/97 0
601688108 O 11/01/12
0
1683281 F02/F02 F 568,000.00 ZZ
180 562,821.48 1
901 PAINTED BUNTING LN 7.500 5,265.43 80
7.250 5,265.43 710,000.00
VERO BEACH FL 32963 1 10/31/97 00
601690589 05 12/01/97 0
601690589 O 11/01/12
0
1683282 F02/F02 F 298,100.00 T
180 295,217.94 1
4625 ARROWWOOD DRIVE 6.875 2,658.62 75
6.625 2,658.62 397,500.00
SUN VALLEY ID 83353 1 10/21/97 00
601697531 01 12/01/97 0
601697531 O 11/01/12
0
1683283 F02/F02 F 307,600.00 ZZ
180 304,873.42 1
12301 BALLAS POND DRIVE 7.500 2,851.49 80
7.250 2,851.49 384,500.00
SAINT LOUIS MO 63131 1 11/03/97 00
601698144 03 01/01/98 0
601698144 O 12/01/12
0
1683286 F02/F02 F 339,000.00 ZZ
180 335,909.30 1
27792 HIDDEN TRAIL ROAD 7.500 3,142.57 43
7.250 3,142.57 805,000.00
1
LAGUNA HILLS CA 92653 2 10/28/97 00
601716614 03 12/01/97 0
601716614 O 11/01/12
0
1683288 F02/F02 F 297,000.00 ZZ
180 295,160.82 1
11728 SKY VALLEY WAY NE 7.250 2,711.20 81
7.000 2,711.20 370,000.00
ALBUQUERQUE NM 87111 2 11/01/97 10
601727775 03 01/01/98 12
601727775 O 12/01/12
0
1683289 F02/F02 F 292,500.00 T
180 291,626.26 1
1377 COLLIER BLVD 7.625 2,732.33 90
7.375 2,732.33 325,000.00
MARCO ISLAND FL 34145 1 12/12/97 14
601741476 05 02/01/98 25
601741476 O 01/01/13
0
1683290 F02/F02 F 227,300.00 ZZ
180 225,937.73 1
1502 GLENLAKE CIRCLE 7.625 2,123.28 95
7.375 2,123.28 239,325.00
NICEVILLE FL 32578 4 11/13/97 14
601749522 05 01/01/98 25
601749522 O 12/01/12
0
1683291 F02/F02 F 290,000.00 ZZ
180 288,242.85 1
RT 2 BOX 355 7.500 2,688.34 62
7.250 2,688.34 475,000.00
WAYNESBORO VA 22980 5 11/26/97 00
601755315 05 01/01/98 0
601755315 O 12/01/12
0
1683292 F02/F02 F 312,000.00 ZZ
120 306,706.55 1
345 PINE ROAD 7.500 3,703.50 60
7.250 3,703.50 520,000.00
DAVIDSON NC 28036 2 10/31/97 00
601763360 05 12/01/97 0
601763360 O 11/01/07
0
1
1683293 F02/F02 F 221,000.00 ZZ
180 218,628.42 1
500 S BROOKSVALE ROAD 7.250 2,017.43 85
7.000 2,017.43 260,000.00
CHESHIRE CT 06410 1 11/13/97 14
601769413 05 01/01/98 6
601769413 O 12/01/12
0
1683294 F02/F02 F 280,000.00 ZZ
180 279,135.65 1
3104 E COUNTRY PLACE DR 7.250 2,556.02 77
7.000 2,556.02 365,000.00
COLLIERVILLE TN 38017 2 12/04/97 00
601773328 03 02/01/98 0
601773328 O 01/01/13
0
1683297 F02/F02 F 340,000.00 ZZ
180 336,933.73 1
367 BLUFF RIDGE COVE 7.625 3,176.04 57
7.375 3,176.04 600,000.00
CORDOVA TN 38018 5 11/24/97 00
601785992 05 01/01/98 0
601785992 O 12/01/12
0
1683298 F02/F02 F 231,500.00 ZZ
180 229,075.79 1
14502 CLEARLAKE PL 7.375 2,129.62 50
7.125 2,129.62 465,000.00
LOUISVILLE KY 40245 2 11/20/97 00
601793162 03 01/01/98 0
601793162 O 12/01/12
0
1683299 F02/F02 F 290,000.00 ZZ
180 288,164.80 1
3605 SE 18TH AVENUE 7.000 2,606.60 78
6.750 2,606.60 375,000.00
CAPE CORAL FL 33904 2 11/21/97 00
601808090 05 01/01/98 0
601808090 O 12/01/12
0
1683301 F02/F02 F 288,000.00 ZZ
180 286,216.53 1
1
15218 80TH PLACE NORTH 7.250 2,629.05 90
7.000 2,629.05 320,000.00
MAPLE GROVE MN 55311 2 11/21/97 14
601808513 05 01/01/98 12
601808513 O 12/01/12
0
1683302 F02/F02 F 397,000.00 ZZ
180 394,594.53 1
235 PASEO DEL RIO 7.500 3,680.24 75
7.250 3,680.24 530,000.00
MORAGA CA 94556 2 11/10/97 00
601808819 03 01/01/98 0
601808819 O 12/01/12
0
1683303 F02/F02 F 274,000.00 ZZ
180 273,126.11 1
2553 WESTMINISTER HEATH 6.875 2,443.68 50
6.625 2,443.68 550,000.00
ATLANTA GA 30327 2 12/12/97 00
601820973 05 02/01/98 0
601820973 O 01/01/13
0
1683304 F02/F02 F 456,000.00 ZZ
180 452,706.74 3
1449 W FLETCHER 7.375 4,194.85 67
7.125 4,194.85 690,000.00
CHICAGO IL 60657 2 11/25/97 00
601821941 05 01/01/98 0
601821941 O 12/01/12
0
1683305 F02/F02 F 316,000.00 ZZ
180 314,043.14 1
851 WEST FRIAR TUCK LANE 7.250 2,884.65 80
7.000 2,884.65 398,000.00
HOUSTON TX 77024 2 11/21/97 00
601826161 03 01/01/98 0
601826161 O 12/01/12
0
1683306 F02/F02 F 390,400.00 ZZ
180 387,929.42 1
3605 MARONEAL STREET 7.000 3,509.03 80
6.750 3,509.03 488,000.00
HOUSTON TX 77025 1 11/07/97 00
601828356 05 01/01/98 0
1
601828356 O 12/01/12
0
1683307 F02/F02 F 260,000.00 ZZ
180 258,424.61 1
344 SLIDERS KNOB AVE 7.500 2,410.24 63
7.250 2,410.24 415,061.00
FRANKLIN TN 37067 1 11/26/97 00
601829916 03 01/01/98 0
601829916 O 12/01/12
0
1683308 F02/F02 F 280,000.00 ZZ
180 278,358.31 1
953 MEADOWOOD DRIVE 7.875 2,655.66 80
7.625 2,655.66 350,000.00
SAN JOSE CA 95120 2 11/21/97 00
601846984 05 01/01/98 0
601846984 O 12/01/12
0
1683309 F02/F02 F 255,800.00 ZZ
180 254,898.75 1
23357 WINNSBOROUGH 7.500 2,371.30 78
7.250 2,371.30 330,000.00
NOVI MI 48375 2 12/08/97 00
601854849 05 02/01/98 0
601854849 O 01/01/13
0
1683311 F02/F02 F 278,000.00 ZZ
180 276,240.74 1
10160 ALLEN ROAD 7.000 2,498.74 73
6.750 2,498.74 385,000.00
PICKERINGTON OH 43147 5 11/26/97 00
601891445 05 01/01/98 0
601891445 O 12/01/12
0
1683312 F02/F02 F 294,750.00 ZZ
180 292,911.36 1
6808 BRIGHTWOOD CT 7.625 2,753.35 75
7.375 2,753.35 393,000.00
WATERFORD MI 48327 5 12/10/97 00
601891526 05 02/01/98 0
601891526 O 01/01/13
0
1
1683313 F02/F02 F 300,000.00 ZZ
180 299,053.52 1
121 ROSEWOOD STREET 7.000 2,696.48 80
6.750 2,696.48 375,000.00
LAKE JACKSON TX 77566 2 12/05/97 00
601895029 05 02/01/98 0
601895029 O 01/01/13
0
1683314 F02/F02 F 288,000.00 ZZ
180 287,071.46 1
67 SHILOH ROAD 6.750 2,548.54 80
6.500 2,548.54 360,000.00
ODESSA TX 79762 1 12/15/97 00
601948750 05 02/01/98 0
601948750 O 01/01/13
0
1683315 F02/F02 F 275,000.00 T
180 274,141.77 1
3 COQUINA TRAIL 7.125 2,491.04 53
6.875 2,491.04 526,500.00
BALD HEAD ISLAN NC 28461 1 12/18/97 00
601950777 05 02/01/98 0
601950777 O 01/01/13
0
1683410 367/367 F 275,000.00 ZZ
180 275,000.00 1
2907 NORTH 26TH STREET 7.125 2,491.04 69
6.875 2,491.04 399,000.00
ARLINGTON VA 22207 5 01/14/98 00
142930 05 03/01/98 0
142930 O 02/01/13
0
1683436 686/686 F 110,000.00 ZZ
180 109,669.67 1
12473 W 84TH CIRCLE 7.565 1,023.79 44
7.315 1,023.79 253,000.00
ARVADA CO 80005 5 12/17/97 00
817909716 03 02/01/98 0
817909716 O 01/01/13
0
1683437 686/686 F 278,500.00 ZZ
180 277,657.78 1
12471 SW 76 STREET 7.485 2,579.36 90
7.235 2,579.36 309,500.00
1
MIAMI FL 33183 1 12/23/97 10
817975196 03 02/01/98 12
817975196 O 01/01/13
0
1683438 686/686 F 116,000.00 ZZ
180 115,653.48 1
594 4TH AVENUE 7.625 1,083.60 75
7.375 1,083.60 155,000.00
CHULA VISTA CA 91910 2 12/10/97 00
818588741 05 02/01/98 0
818588741 O 01/01/13
0
1683439 686/686 F 145,600.00 ZZ
180 145,155.42 1
45-215 DESERT VIEW COURT 7.375 1,339.41 75
7.125 1,339.41 194,226.00
LA QUINTA CA 92253 1 12/01/97 00
818588972 05 02/01/98 0
818588972 O 01/01/13
0
1683440 686/686 F 75,400.00 ZZ
180 75,177.23 1
56970 NW STRASSEL ROAD 7.750 709.73 34
7.500 709.73 224,000.00
FOREST GROVE OR 97116 5 12/09/97 00
818605628 05 02/01/98 0
818605628 O 01/01/13
0
1683441 686/686 F 271,900.00 ZZ
180 271,078.83 1
2760 CHARLIE COURT 7.500 2,520.55 58
7.250 2,520.55 475,000.00
GLENVIEW IL 60025 2 12/10/97 00
818684425 05 02/01/98 0
818684425 O 01/01/13
0
1683459 686/686 F 56,250.00 ZZ
180 56,077.11 1
5700 ETIWANDA AVENUE #222 7.300 515.08 75
7.050 515.08 75,000.00
TARZANA CA 91356 1 12/12/97 00
818438160 01 02/01/98 0
818438160 O 01/01/13
0
1
1683461 686/686 F 86,625.00 ZZ
180 86,359.92 1
4538 MARBLEARCH DRIVE 7.350 795.66 75
7.100 795.66 115,500.00
GRAND PRAIRIE TX 75052 1 12/24/97 00
818564627 05 02/01/98 0
818564627 O 01/01/13
0
1683463 686/686 F 108,000.00 ZZ
180 107,669.51 1
163 GREENFIELD 7.350 991.99 74
7.100 991.99 146,000.00
IRVINE CA 92614 2 12/11/97 00
818621856 01 02/01/98 0
818621856 O 01/01/13
0
1683464 686/686 F 150,000.00 ZZ
180 149,468.75 1
2016 EASTVIEW DRIVE 7.750 1,411.92 70
7.500 1,411.92 215,000.00
DES PLAINES IL 60018 5 12/12/97 00
818684698 05 02/01/98 0
818684698 O 01/01/13
0
1683480 686/686 F 240,000.00 ZZ
180 239,229.29 1
13406 FAIRLAND PARK DR 6.800 2,130.45 80
6.550 2,130.45 300,000.00
SILVER SPRING MD 20904 2 12/12/97 00
818370728 03 02/01/98 0
818370728 O 01/01/13
0
1683481 686/686 F 85,100.00 ZZ
180 84,831.51 1
1129 BAYSHORE DRIVE 7.000 764.91 75
6.750 764.91 113,500.00
ROCKWALL TX 75087 1 12/22/97 00
818488298 05 02/01/98 0
818488298 O 01/01/13
0
1683482 686/686 F 53,000.00 ZZ
180 52,845.13 1
1
4601 WEST PARK ROAD 7.875 502.68 37
7.625 502.68 145,000.00
HOLLYWOOD FL 33021 5 12/19/97 00
818604308 05 02/01/98 0
818604308 O 01/01/13
0
1683483 686/686 F 30,000.00 ZZ
180 29,912.34 1
18294 LAKE BEND DRIVE 7.875 284.54 14
7.625 284.54 227,000.00
JUPITER FL 33458 2 12/23/97 00
818604530 05 02/01/98 0
818604530 O 01/01/13
0
1683484 686/686 F 260,000.00 ZZ
180 259,177.92 1
15 COACHMAN'S LANE 6.975 2,333.33 75
6.725 2,333.33 350,000.00
BETHANY CT 06524 1 12/15/97 00
818625329 05 02/01/98 0
818625329 O 01/01/13
0
1683485 686/686 F 240,000.00 ZZ
180 239,242.81 1
4982 WINCHESTER PLACE 7.000 2,157.19 80
6.750 2,157.19 300,000.00
NEWARK CA 94560 5 12/04/97 00
818645145 05 02/01/98 0
818645145 O 01/01/13
0
1683499 686/686 F 39,000.00 ZZ
180 39,000.00 1
416 BLACKSTONE VILLAGE 7.750 367.10 75
7.500 367.10 52,000.00
MERIDEN CT 06450 1 01/20/98 00
818467912 01 03/01/98 0
818467912 O 02/01/13
0
1683500 686/686 F 325,000.00 ZZ
180 324,032.59 1
42 CHAPEL STREET 7.665 3,043.35 70
7.415 3,043.35 465,000.00
GREENWICH CT 06831 5 12/15/97 00
818625501 05 02/01/98 0
1
818625501 O 01/01/13
0
1683501 686/686 F 146,650.00 ZZ
180 146,216.72 1
1785 NASHVILLE LANE 7.750 1,380.39 71
7.500 1,380.39 207,000.00
CRYSTAL LAKE IL 60014 2 12/18/97 00
818685455 03 02/01/98 0
818685455 O 01/01/13
0
1683544 686/686 F 90,000.00 ZZ
180 90,000.00 1
415 KENT HOLLOW ROAD 7.250 821.58 55
7.000 821.58 165,000.00
KENT CT 06757 5 12/31/97 00
818470510 05 03/01/98 0
818470510 O 02/01/13
0
1683546 686/686 F 189,500.00 ZZ
180 188,927.69 1
2810 HANCOCK CREEK ROAD 7.500 1,756.69 75
7.250 1,756.69 255,000.00
W PALM BEACH FL 33411 2 12/23/97 00
818604589 03 02/01/98 0
818604589 O 01/01/13
0
1683547 686/686 F 115,000.00 ZZ
180 114,646.54 1
4720 JEAN DRIVE 7.300 1,053.04 38
7.050 1,053.04 306,000.00
SAN DIEGO CA 92115 2 12/22/97 00
818622136 05 02/01/98 0
818622136 O 01/01/13
0
1683548 686/686 F 50,000.00 ZZ
180 49,845.64 1
6024 LUXOR STREET 7.250 456.44 28
7.000 456.44 185,000.00
SOUTH GATE CA 90280 5 12/23/97 00
818628844 05 02/01/98 0
818628844 O 01/01/13
0
1
1683549 686/686 F 83,000.00 ZZ
180 83,000.00 1
14611 PALM AVENUE 7.250 757.68 40
7.000 757.68 210,000.00
HACIENDA HEIGHT CA 91745 5 01/07/98 00
818634180 05 03/01/98 0
818634180 O 02/01/13
0
1683564 686/686 F 178,000.00 ZZ
180 177,474.10 1
3084 SUGAN RD 7.750 1,675.48 70
7.500 1,675.48 255,000.00
SOLEBURY PA 18931 5 12/23/97 00
818602518 05 02/01/98 0
818602518 O 01/01/13
0
1683565 686/686 F 121,000.00 ZZ
180 120,636.64 1
1 REDMEN DRIVE 7.565 1,126.16 66
7.315 1,126.16 185,000.00
NATICK MA 01760 2 12/23/97 00
818609398 05 02/01/98 0
818609398 O 01/01/13
0
1683596 686/686 F 225,000.00 ZZ
180 225,000.00 1
4296 MASSACHUSETTS AVE NW 7.750 2,117.88 62
7.500 2,117.88 365,000.00
WASHINGTON DC 20016 2 12/30/97 00
818470833 03 03/01/98 0
818470833 O 02/01/13
0
1683598 686/686 F 160,000.00 ZZ
180 159,522.06 1
13 YARDLEY STREET 7.625 1,494.61 75
7.375 1,494.61 216,000.00
EDISON NJ 08820 2 12/31/97 00
818604621 05 02/01/98 0
818604621 O 01/01/13
0
1683599 686/686 F 129,000.00 ZZ
180 128,618.87 1
2013 WEST CORTEZ STREET 7.750 1,214.25 70
7.500 1,214.25 185,000.00
1
CHICAGO IL 60622 5 12/31/97 00
818685851 05 02/01/98 0
818685851 O 01/01/13
0
1683610 686/686 F 120,000.00 ZZ
180 119,095.46 2
5317 N CHRISTIANA 7.750 1,129.54 57
7.500 1,129.54 211,000.00
CHICAGO IL 60625 2 12/23/97 00
818686396 05 02/01/98 0
818686396 O 01/01/13
0
1683623 686/686 F 198,100.00 ZZ
180 197,501.71 1
11 BLUEBERRY LANE 7.500 1,836.42 70
7.250 1,836.42 283,000.00
SHARON MA 02067 1 12/23/97 00
818609794 05 02/01/98 0
818609794 O 01/01/13
0
1683624 686/686 F 400,000.00 ZZ
180 398,804.09 1
10 DEEPWOOD ROAD 7.615 3,734.24 50
7.365 3,734.24 800,000.00
DARIEN CT 06820 5 12/15/97 00
818625790 05 02/01/98 0
818625790 O 01/01/13
0
1683625 686/686 F 189,000.00 ZZ
180 189,000.00 1
2135 WILLOWBROOK STREET 7.350 1,735.99 72
6.950 1,735.99 265,000.00
ESCONDIDO CA 92029 5 12/23/97 22
818436149 03 03/01/98 0
818436149 O 02/01/13
0
1683627 686/686 F 486,400.00 ZZ
180 484,865.42 1
15016 WINNWOOD LANE 7.000 4,371.91 69
6.750 4,371.91 713,000.00
ADDISON TX 75240 2 12/12/97 00
818484248 05 02/01/98 0
818484248 O 01/01/13
0
1
1683628 686/686 F 531,000.00 ZZ
180 529,385.72 1
10410 CHEVIOT DRIVE 7.425 4,899.84 49
7.175 4,899.84 1,100,000.00
LOS ANGELES CA 90064 2 12/08/97 00
818629305 05 02/01/98 0
818629305 O 01/01/13
0
1683667 700/G01 F 255,000.00 ZZ
180 255,000.00 1
22271 KITTERY CIRCLE 7.500 2,363.88 71
7.250 2,363.88 360,000.00
HUNTINGTON BEAC CA 92616 2 01/16/98 00
0430583013 05 03/01/98 0
130761 O 02/01/13
0
1683700 637/G01 F 248,000.00 ZZ
180 247,242.76 1
3362 HADSELL COURT 7.375 2,281.41 79
7.125 2,281.41 315,000.00
PLEASANTON CA 94588 2 12/05/97 00
0430582684 05 02/01/98 0
8166050 O 01/01/13
0
1683719 533/G01 F 100,000.00 ZZ
180 100,000.00 1
9795 LA CAPILLA AVENUE 8.125 962.89 35
7.875 962.89 290,000.00
FOUNTAIN VALLEY CA 92708 5 01/15/98 00
0430583971 05 03/01/98 0
2224830 O 02/01/13
0
1683887 195/G01 F 450,000.00 ZZ
180 450,000.00 1
233 RAVENSCLIFF ROAD 6.500 3,919.99 62
6.250 3,919.99 730,000.00
RADNOR PA 19087 1 01/23/98 00
0430591271 03 03/01/98 0
55661 O 02/01/13
0
1683929 B75/G01 F 348,000.00 ZZ
180 348,000.00 1
1
5607 TARLETON DRIVE 7.125 3,152.29 75
6.875 3,152.29 465,000.00
HUNTSVILLE AL 35802 1 01/07/98 00
0430584714 05 03/01/98 0
7232689 O 02/01/13
0
1683948 638/G01 F 244,000.00 ZZ
180 244,000.00 1
565 MAR VISTA DRIVE 7.125 2,210.23 68
6.875 2,210.23 360,000.00
VISTA CA 92083 2 01/06/98 00
0430579300 05 03/01/98 0
08688942 O 02/01/13
0
1684004 K08/G01 F 270,000.00 ZZ
180 270,000.00 1
831 WEST DEERFIELD DRIVE 7.250 2,464.73 79
7.000 2,464.73 345,000.00
CANTON MS 39046 2 01/14/98 00
0410674246 03 03/01/98 0
410674246 O 02/01/13
0
1684031 K08/G01 F 50,000.00 ZZ
180 50,000.00 1
1285 WINFIELD CT 7.625 467.06 42
7.375 467.06 120,000.00
ROSELLE IL 60172 2 01/09/98 00
0410678205 01 03/01/98 0
410678205 O 02/01/13
0
1684062 299/G01 F 270,000.00 ZZ
180 268,254.08 1
12 HOOD CIRCLE 6.750 2,389.26 68
6.500 2,389.26 400,000.00
BOXFORD MA 01921 2 11/25/97 00
0430589580 05 01/01/98 0
745565 O 12/01/12
0
1684064 299/G01 F 237,400.00 ZZ
180 235,945.79 1
16113 ATLANTIS DRIVE 7.375 2,183.90 89
7.125 2,183.90 268,000.00
BOWIE MD 20716 2 11/17/97 11
0430588616 03 01/01/98 25
1
743851 O 12/01/12
0
1684066 299/G01 F 283,000.00 ZZ
180 278,307.01 1
2211 SHERMAN AVENUE 7.375 2,603.39 62
7.125 2,603.39 460,000.00
EVANSTON IL 60201 2 09/22/97 00
0430586461 05 11/01/97 0
715757 O 10/01/12
0
1684068 299/G01 F 328,000.00 ZZ
180 326,931.01 1
11 GLASS TERRACE 6.625 2,879.82 75
6.375 2,879.82 440,000.00
DUXBURY MA 02332 2 12/03/97 00
0430586164 05 02/01/98 0
744643 O 01/01/13
0
1684071 299/G01 F 262,500.00 ZZ
180 261,698.48 1
1501-F N COLONIAL TERRACE 7.375 2,414.80 75
7.125 2,414.80 350,000.00
ARLINGTON VA 22209 2 12/16/97 00
0430591982 05 02/01/98 0
660570 O 01/01/13
0
1684072 299/G01 F 650,000.00 ZZ
180 644,264.61 1
2528 INGLESIDE FARM EAST 7.875 6,164.93 75
7.625 6,164.93 867,000.00
GERMANTOWN TN 38139 4 10/29/97 00
0430588095 05 12/01/97 0
728571 O 11/01/12
0
1684076 299/G01 F 336,850.00 ZZ
180 333,778.70 1
1150 LOCKETT 7.500 3,122.84 77
7.250 3,122.84 440,000.00
ST LOUIS MO 63131 1 10/30/97 00
0430589424 05 12/01/97 0
743107 O 11/01/12
0
1
1684078 299/G01 F 556,000.00 ZZ
180 554,264.82 1
3008 P STREET NW 7.125 5,036.43 80
6.875 5,036.43 695,000.00
WASHINGTON DC 20007 1 12/15/97 00
0430585463 07 02/01/98 0
660551 O 01/01/13
0
1684082 299/G01 F 246,000.00 ZZ
180 244,476.62 1
1802 LONG POINTE 7.250 2,245.64 52
7.000 2,245.64 480,000.00
BLOOMFIELD MI 48302 2 11/21/97 00
0430589242 03 01/01/98 0
746742 O 12/01/12
0
1684083 299/G01 F 302,000.00 ZZ
180 300,209.75 1
144 GOLDEN HILL PLACE 7.750 2,842.66 61
7.500 2,842.66 500,000.00
WALNUT CREEK CA 94596 2 11/19/97 00
0430615088 05 01/01/98 0
741728 O 12/01/12
0
1684084 299/G01 F 288,750.00 ZZ
180 286,877.95 1
6710 SE 34TH AVENUE 6.875 2,575.23 73
6.625 2,575.23 400,000.00
PORTLAND OR 97202 5 11/06/97 00
0430589234 05 01/01/98 0
743658 O 12/01/12
0
1684085 299/G01 F 410,000.00 ZZ
180 406,221.18 1
2065 STARTHSHIRE HALL LANE 7.375 3,771.69 50
7.125 3,771.69 826,000.00
POWELL OH 43065 2 10/30/97 00
0430586339 05 12/01/97 0
741053 O 11/01/12
0
1684086 299/G01 F 247,400.00 ZZ
180 246,610.95 1
1460 BATTERY HILL DRIVE 6.875 2,206.45 39
6.625 2,206.45 640,000.00
1
RICHMOND VA 23231 2 12/23/97 00
0430587527 05 02/01/98 0
709674 O 01/01/13
0
1684125 765/G01 F 296,250.00 ZZ
180 296,250.00 1
1437 NORTH COLUMBUS AVENUE 7.125 2,683.53 75
6.875 2,683.53 395,000.00
GLENDALE CA 91202 2 01/15/98 00
0430586545 05 03/01/98 0
329385 O 02/01/13
0
1684150 267/267 F 304,500.00 ZZ
180 304,500.00 1
2736 CALLE DELALOMA 7.000 2,736.94 59
6.750 2,736.94 520,000.00
PLEASANTON CA 94566 2 01/08/98 00
4324113 05 03/01/98 0
4324113 O 02/01/13
0
1684210 637/G01 F 352,000.00 ZZ
180 350,790.00 1
14864 RICHARDS DRIVE WEST 7.125 3,188.53 80
6.875 3,188.53 440,000.00
MINNETONKA MN 55345 2 12/30/97 00
0430586719 05 02/01/98 0
8546830 O 01/01/13
0
1684232 299/G01 F 279,800.00 ZZ
180 277,249.00 1
1203 NAVAHO DRIVE 7.500 2,593.79 77
7.250 2,593.79 365,000.00
BRENTWOOD TN 37027 2 10/27/97 00
0430587147 03 12/01/97 0
656254 O 11/01/12
0
1684241 225/225 F 128,000.00 ZZ
180 128,000.00 1
329 HOWARD AVENUE 7.750 1,204.84 68
7.500 1,204.84 189,000.00
PIEDMONT CA 94611 1 01/07/98 00
8086579 05 03/01/98 0
8086579 O 02/01/13
0
1
1684250 637/G01 F 182,000.00 ZZ
180 181,462.29 1
2212 SAN MIGUEL 7.750 1,713.13 80
7.500 1,713.13 227,500.00
SHERMAN TX 75092 2 12/03/97 00
0430587451 05 02/01/98 0
9728437 O 01/01/13
0
1684319 299/G01 F 288,750.00 ZZ
180 286,145.93 1
4 LADUE MANOR 7.625 2,697.30 75
7.375 2,697.30 385,000.00
LADUE MO 63124 5 10/24/97 00
0430587295 03 12/01/97 0
734747 O 11/01/12
0
1684329 299/G01 F 496,100.00 ZZ
180 489,835.16 1
5100 OLIVE COURT 7.500 4,598.91 67
7.250 4,598.91 750,000.00
GREENWOOD VILLA CO 80121 2 09/05/97 00
0430589630 03 11/01/97 0
711298 O 10/01/12
0
1684369 025/025 F 264,000.00 ZZ
180 262,347.33 1
45 COVE DRIVE 7.125 2,391.39 72
6.875 2,391.39 368,000.00
SAVANNAH GA 31419 2 11/21/97 00
355890 05 01/01/98 0
355890 O 12/01/12
0
1684374 685/G01 F 140,500.00 ZZ
180 140,500.00 1
11044 THEIS AVENUE 7.000 1,262.85 74
6.750 1,262.85 190,000.00
WHITTIER AREA CA 90604 2 01/16/98 00
0430580944 05 03/01/98 0
110504 O 02/01/13
0
1684546 533/G01 F 116,000.00 ZZ
180 116,000.00 1
1
1870 NORTH CYMBAL PLACE 7.375 1,067.12 53
7.125 1,067.12 220,000.00
ANAHEIM CA 92807 5 01/15/98 00
0430590182 05 03/01/98 0
2224897 O 02/01/13
0
1684809 450/450 F 272,350.00 ZZ
169 271,419.09 1
1205 WINDWARD TRAIL 7.250 2,576.36 80
7.000 2,576.36 340,442.00
HEATH TX 75087 4 12/18/97 00
4303103 05 02/01/98 0
4303103 O 02/01/12
0
1684847 E66/E66 F 453,000.00 ZZ
180 451,570.81 1
717 HUNGERFORD PLACE 7.000 4,071.69 49
6.750 4,071.69 925,000.00
CHARLOTTE NC 28207 2 12/22/97 00
600363031 05 02/01/98 0
600363031 O 01/01/13
0
1684871 E22/G01 F 259,950.00 ZZ
180 259,950.00 1
1284 MONTMORENCY DRIVE 7.375 2,391.34 80
7.125 2,391.34 324,950.00
SAN JOSE CA 95118 2 01/15/98 00
0410682413 05 03/01/98 0
410682413 O 02/01/13
0
1684889 K08/G01 F 154,000.00 ZZ
180 154,000.00 1
4624 DEERMEADOW WAY 7.500 1,427.60 70
7.250 1,427.60 220,000.00
ANTIOCH CA 94509 2 01/20/98 00
0410686877 05 03/01/98 0
410686877 O 02/01/13
0
1685031 561/561 F 400,000.00 ZZ
180 400,000.00 1
6100 BURKITTSVILLE ROAD 6.875 3,567.42 64
6.625 3,567.42 625,000.00
JEFFERSON MD 21755 1 01/07/98 00
9179342 05 03/01/98 0
1
9179342 O 02/01/13
0
1685117 168/168 F 330,000.00 ZZ
180 328,970.14 1
11317 BEDFORDSHIRE AVENUE 7.125 2,989.24 74
6.875 2,989.24 450,000.00
POTOMAC MD 20854 5 12/18/97 00
1634384 05 02/01/98 0
1634384 O 01/01/13
0
1685136 664/G01 F 299,500.00 ZZ
180 299,500.00 1
27 HIDDEN VALLEY ROAD 7.875 2,840.61 71
7.625 2,840.61 425,000.00
MONROVIA CA 91016 2 01/09/98 00
0430588814 05 03/01/98 0
2439164 O 02/01/13
0
1685253 168/168 F 255,000.00 ZZ
180 255,000.00 1
12 HEDRICKS COURT 7.125 2,309.87 90
6.875 2,309.87 285,000.00
PARKTON MD 21120 2 01/07/98 14
1635020 05 03/01/98 25
1635020 O 02/01/13
0
1685255 637/G01 F 259,000.00 ZZ
180 258,217.78 1
8639 FENWICK WAY 7.500 2,400.97 74
7.250 2,400.97 350,000.00
DUBLIN CA 94568 2 12/17/97 00
0430587519 05 02/01/98 0
8425225 O 01/01/13
0
1685259 637/G01 F 248,000.00 ZZ
180 246,480.86 1
3721 ASHWOOD DRIVE 7.375 2,281.41 80
7.125 2,281.41 310,000.00
PLEASANTON CA 94588 2 11/19/97 00
0430591990 05 01/01/98 0
8415168 O 12/01/12
0
1
1685264 637/G01 F 157,000.00 ZZ
180 156,520.62 1
49 GLEN WOOD ROAD 7.375 1,444.28 74
7.125 1,444.28 215,000.00
MILLWOOD NY 10546 2 12/17/97 00
0430586768 05 02/01/98 0
8293334 O 01/01/13
0
1685269 168/168 F 364,000.00 ZZ
180 362,876.34 1
4104 ROSEMARY STREET 7.250 3,322.83 70
7.000 3,322.83 523,000.00
CHEVY CHASE MD 20815 5 12/18/97 00
9884696 05 02/01/98 0
9884696 O 01/01/13
0
1685276 168/168 F 320,800.00 ZZ
180 319,809.70 1
153 VALLEY RUN PLACE 7.250 2,928.47 80
7.000 2,928.47 401,000.00
POWELL OH 43065 1 12/29/97 00
9885177 05 02/01/98 0
9885177 O 01/01/13
0
1685286 168/168 F 458,000.00 ZZ
180 456,539.27 1
405 SHALLOW BROOK DRIVE 6.875 4,084.69 68
6.625 4,084.69 680,000.00
COLUMBIA SC 29223 2 12/15/97 00
2373276 05 02/01/98 0
2373276 O 01/01/13
0
1685288 168/168 F 400,000.00 T
180 398,765.22 1
1503 S LAKE PARK BOULEVARD 7.250 3,651.45 75
7.000 3,651.45 535,000.00
CAROLINA BEACH NC 28428 1 12/22/97 00
169310035 05 02/01/98 0
169310035 O 01/01/13
0
1685296 369/G01 F 400,000.00 ZZ
180 398,710.36 1
4002 E CLAREMONT STREET 6.750 3,539.64 37
6.500 3,539.64 1,100,000.00
1
PARADISE VALLEY AZ 85253 2 12/11/97 00
0430589507 05 02/01/98 0
00488261227 O 01/01/13
0
1685301 736/G01 F 260,000.00 ZZ
180 260,000.00 1
3028 FRUITDALE AVENUE 7.500 2,410.23 71
7.250 2,410.23 370,000.00
SAN JOSE CA 95128 2 01/07/98 00
0430583765 05 03/01/98 0
564852 O 02/01/13
0
1685310 116/116 F 244,000.00 ZZ
180 244,000.00 1
13723 CAHILL COURT 6.875 2,176.13 80
6.625 2,176.13 305,000.00
CYPRESS TX 77429 1 01/23/98 00
9752264086 03 03/01/98 0
9752264086 O 02/01/13
0
1685415 181/181 F 285,000.00 ZZ
180 284,157.98 1
13405 HAINES AVE NE 7.750 2,682.64 70
7.500 2,682.64 410,000.00
ALBUQUERQUE NM 87112 5 12/22/97 00
5763304 05 02/01/98 0
5763304 O 01/01/13
0
1685452 299/G01 F 368,000.00 T
180 365,794.48 1
159 SCHOONER RIDGE DRIVE 7.625 3,437.60 80
7.375 3,437.60 460,000.00
DUCK NC 27949 1 11/14/97 00
0430589341 03 01/01/98 0
725872 O 12/01/12
0
1685454 299/G01 F 360,000.00 ZZ
180 357,770.67 1
1447 LUSTERS GATE RD 7.250 3,286.31 75
7.000 3,286.31 480,000.00
BLACKSBURG VA 24060 2 10/28/97 00
0430587469 05 01/01/98 0
729956 O 12/01/12
0
1
1685455 299/G01 F 280,000.00 ZZ
180 279,097.25 1
3908 BRIDGEWOOD DRIVE 6.750 2,477.75 80
6.500 2,477.75 350,000.00
MURRYSVILLE PA 15668 1 12/31/97 00
0430587899 05 02/01/98 0
752742 O 01/01/13
0
1685491 003/G01 F 45,000.00 ZZ
180 45,000.00 1
340 LITTLE JOHN CIRCLE 7.000 404.48 36
6.750 404.48 125,000.00
COVINGTON GA 30209 1 01/16/98 00
0430583203 05 03/01/98 0
0010402022 O 02/01/13
0
1685522 686/686 F 75,375.00 ZZ
180 60,147.35 1
6517 N CALIFORNIA #101 7.500 698.74 75
7.250 698.74 100,500.00
CHICAGO IL 60645 1 12/30/97 00
818687063 01 02/01/98 0
818687063 O 01/01/13
0
1685538 B60/G01 F 513,000.00 ZZ
180 513,000.00 1
926 DUNCAN PLACE 7.125 4,646.92 76
6.875 4,646.92 680,000.00
MANHATTAN BEACH CA 90266 2 01/15/98 00
0430590323 05 03/01/98 0
200445 O 02/01/13
0
1685659 025/025 F 290,000.00 ZZ
180 289,104.78 1
106 NORTH VILLAGE WAY 7.250 2,647.30 77
7.000 2,647.30 380,000.00
JUPITER FL 33458 2 12/23/97 00
493521 03 02/01/98 0
493521 O 01/01/13
0
1685665 025/025 F 280,000.00 ZZ
180 279,106.98 1
1
220 LACKLAND COURT 6.875 2,497.19 66
6.625 2,497.19 425,000.00
DUNWOODY GA 30350 2 12/24/97 00
441391 03 02/01/98 0
441391 O 01/01/13
0
1685670 025/025 F 381,900.00 ZZ
180 380,695.12 1
108 VERNON HILL COURT 7.000 3,432.63 80
6.750 3,432.63 477,400.00
CHAPEL HILL NC 27514 1 12/15/97 00
568925 05 02/01/98 0
568925 O 01/01/13
0
1685673 025/025 F 365,000.00 ZZ
180 363,873.26 1
1892 HONEY SPRING PLACE 7.250 3,331.95 73
7.000 3,331.95 500,000.00
LEXINGTON KY 40502 2 12/15/97 00
861301 03 02/01/98 0
861301 O 01/01/13
0
1685676 025/025 F 302,000.00 ZZ
180 301,087.92 1
2424 GOLF CLUB LANE 7.500 2,799.58 59
7.250 2,799.58 520,000.00
NASHVILLE TN 37215 2 12/17/97 00
861467 05 02/01/98 0
861467 O 01/01/13
0
1685684 267/267 F 420,000.00 ZZ
180 420,000.00 1
20059 ELFIN FOREST LANE 7.000 3,775.08 79
6.750 3,775.08 535,000.00
ESCONDIDO CA 92029 2 01/08/98 00
4336102 05 03/01/98 0
4336102 O 02/01/13
0
1685689 267/267 F 255,000.00 ZZ
180 255,000.00 1
5540 ELDERBERRY LN 6.750 2,256.52 77
6.500 2,256.52 335,000.00
YORBA LINDA CA 92887 2 01/13/98 00
4336801 05 03/01/98 0
1
4336801 O 02/01/13
0
1685793 664/G01 F 280,000.00 ZZ
180 280,000.00 1
10555 ASHTON AVENUE NO 303 7.000 2,516.72 70
6.750 2,516.72 405,000.00
LOS ANGELES CA 90024 1 01/12/98 00
0430590398 01 03/01/98 0
2438646 O 02/01/13
0
1685819 998/998 F 450,000.00 ZZ
180 448,580.27 1
307 NORTH SALTAIR AVENUE 7.000 4,044.73 32
6.750 4,044.73 1,425,000.00
LOS ANGELES CA 90049 5 11/28/97 00
59922120 05 02/01/98 0
59922120 O 01/01/13
0
1685821 998/998 F 438,000.00 ZZ
180 436,587.84 1
248 MARTENS AVENUE 6.750 3,875.91 63
6.500 3,875.91 700,000.00
MOUNTAIN VIEW CA 94040 2 12/12/97 00
59940379 05 02/01/98 0
59940379 O 01/01/13
0
1685822 998/998 F 375,000.00 ZZ
180 373,867.45 1
1701 SABRINA TERRACE 7.500 3,476.30 38
7.250 3,476.30 1,000,000.00
NEWPORT BEACH CA 92625 2 12/17/97 00
59982926 05 02/01/98 0
59982926 O 01/01/13
0
1685823 998/998 F 300,000.00 ZZ
180 299,083.98 1
1048 HACIENDA DRIVE 7.375 2,759.77 55
7.125 2,759.77 550,000.00
WALNUT CREEK CA 94598 1 12/09/97 00
59993931 05 02/01/98 0
59993931 O 01/01/13
0
1
1685824 998/998 F 454,000.00 ZZ
180 452,006.01 1
2232 HOLLY AVENUE 7.125 4,112.48 70
6.875 4,112.48 650,000.00
ARCADIA CA 91007 5 12/04/97 00
69179174 05 02/01/98 0
69179174 O 01/01/13
0
1685826 998/998 F 435,000.00 ZZ
180 433,642.44 1
544 NEVADA AVENUE 7.125 3,940.37 55
6.875 3,940.37 795,000.00
SAN MATEO CA 94402 2 12/03/97 00
79772182 05 02/01/98 0
79772182 O 01/01/13
0
1685827 998/998 F 258,500.00 ZZ
180 257,719.30 1
1255 MURCHISON DRIVE 7.500 2,396.33 44
7.250 2,396.33 600,000.00
MILLBRAE CA 94030 2 12/16/97 00
79772752 05 02/01/98 0
79772752 O 01/01/13
0
1685828 998/998 F 462,000.00 ZZ
180 460,635.05 1
19357 LEMMER DRIVE 7.750 4,348.70 67
7.500 4,348.70 690,000.00
LOS ANGELES CA 91356 2 12/26/97 00
90009143 05 02/01/98 0
90009143 O 01/01/13
0
1685830 998/998 F 240,000.00 ZZ
180 239,283.08 1
1107 SEAVIEW AVENUE 7.625 2,241.92 75
7.375 2,241.92 320,000.00
PACIFIC GROVE CA 93950 1 12/03/97 00
90035890 05 02/01/98 0
90035890 O 01/01/13
0
1685831 998/998 F 307,900.00 ZZ
180 306,939.10 1
2081 ELEVADO ROAD 7.125 2,789.06 70
6.875 2,789.06 440,000.00
1
VISTA CA 92084 2 12/11/97 00
99546947 05 02/01/98 0
99546947 O 01/01/13
0
1685832 998/998 F 500,000.00 ZZ
180 498,539.00 1
24667 UPPER TRAIL 7.875 4,742.25 65
7.625 4,742.25 775,000.00
CARMEL CA 93923 1 12/08/97 00
99563975 05 02/01/98 0
99563975 O 01/01/13
0
1685833 998/998 F 248,000.00 ZZ
180 247,226.03 1
9610 RAVILLER DRIVE 7.125 2,246.47 80
6.875 2,246.47 310,000.00
DOWNEY CA 90240 2 12/04/97 00
99677429 05 02/01/98 0
99677429 O 01/01/13
0
1685834 998/998 F 268,000.00 ZZ
180 268,000.00 1
485 PALA AVENUE 7.125 2,427.63 80
6.875 2,427.63 335,000.00
SUNNYVALE CA 94086 1 01/02/98 00
99966855 05 03/01/98 0
99966855 O 02/01/13
0
1685835 998/998 F 265,000.00 ZZ
180 264,181.95 1
1045 CASTLEROCK LANE 7.250 2,419.09 68
7.000 2,419.09 395,000.00
SANTA ANA CA 92705 2 12/24/97 00
99987745 03 02/01/98 0
99987745 O 01/01/13
0
1686158 F27/G01 F 131,550.00 ZZ
180 129,910.83 1
2709 CURZON COURT 7.250 1,200.88 50
7.000 1,200.88 265,000.00
VIENNA VA 22181 5 09/24/97 00
0430587170 09 11/01/97 0
11689318 O 10/01/12
0
1
1686191 957/G01 F 380,700.00 ZZ
180 380,700.00 1
4120 CARUTH BOULEVARD 6.250 3,264.21 74
6.000 3,264.21 516,000.00
UNIVERSITY PARK TX 75225 5 01/15/98 00
0430591123 05 03/01/98 0
0246320 O 02/01/13
0
1686242 356/G01 F 236,000.00 ZZ
180 236,000.00 1
30209 ARAGON PLACE 7.125 2,137.77 68
6.875 2,137.77 350,000.00
UNION CITY CA 94587 2 01/06/98 00
0430589986 03 03/01/98 0
2460343 O 02/01/13
0
1686367 F02/F02 F 360,000.00 ZZ
180 354,375.91 1
6520 COMMODORE SLOAT DR 7.250 3,286.31 80
7.000 3,286.31 450,000.00
LOS ANGELES CA 90048 1 08/26/97 00
601485557 05 10/01/97 0
601485557 O 09/01/12
0
1686368 F02/F02 F 228,000.00 ZZ
180 224,588.16 1
959 COUNTRY CLUB RD 7.750 2,146.11 75
7.500 2,146.11 306,000.00
LAKE OSWEGO OR 97034 2 08/07/97 00
601283768 05 10/01/97 0
601283768 O 09/01/12
0
1686423 638/G01 F 290,000.00 ZZ
180 290,000.00 1
2230 NELSON AVENUE 7.125 2,626.91 79
6.875 2,626.91 370,000.00
TUSTIN CA 92782 2 01/12/98 00
0430590166 03 03/01/98 0
8696275 O 02/01/13
0
1686519 637/G01 F 285,000.00 ZZ
180 285,000.00 1
1
3199 FALLS CREEK DRIVE 7.500 2,641.99 64
7.250 2,641.99 450,000.00
SAN JOSE CA 95135 2 01/06/98 00
0430591198 05 03/01/98 0
8424509 O 02/01/13
0
1686547 593/593 F 500,000.00 ZZ
180 500,000.00 1
1196 EAST 1650 SOUTH 7.250 4,564.32 72
7.000 4,564.32 700,000.00
BOUNTIFUL UT 84010 5 01/06/98 00
6760904 05 03/01/98 0
6760904 O 02/01/13
0
1686548 593/593 F 350,000.00 ZZ
180 348,919.55 1
2964 NORTH 5000 EAST 7.250 3,195.03 44
7.000 3,195.03 800,000.00
SUGAR CITY ID 83448 5 12/17/97 00
6228415 05 02/01/98 0
6228415 O 01/01/13
0
1686563 637/G01 F 313,000.00 ZZ
180 312,044.29 1
286 CYPRESS DRIVE 7.375 2,879.36 74
7.125 2,879.36 425,000.00
FAIRFAX CA 94930 5 12/30/97 00
0430597997 05 02/01/98 0
8168486 O 01/01/13
0
1686566 356/G01 F 325,000.00 ZZ
180 325,000.00 1
1210 HAMIDA COURT 7.375 2,989.76 55
7.125 2,989.76 600,000.00
SAN JOSE CA 95120 5 01/08/98 00
0430589929 05 03/01/98 0
2461101 O 02/01/13
0
1686590 813/813 F 600,000.00 ZZ
180 600,000.00 1
144 ROYAL PLACE 6.750 5,309.46 70
6.500 5,309.46 860,000.00
HONOLULU HI 96816 5 01/26/98 00
01079972 05 03/01/98 0
1
01079972 O 02/01/13
0
1686878 267/267 F 285,000.00 ZZ
180 285,000.00 1
5906 CLOVER HEIGHTS AVENUE 6.875 2,541.79 40
6.625 2,541.79 725,000.00
MALIBU CA 90265 2 01/15/98 00
4329448 05 03/01/98 0
4329448 O 02/01/13
0
1686903 356/G01 F 344,000.00 ZZ
180 344,000.00 1
592 BUTTONWOOD DRIVE 7.125 3,116.06 66
6.875 3,116.06 525,000.00
DANVILLE CA 94506 2 01/13/98 00
0430591511 03 03/01/98 0
2457885 O 02/01/13
0
1687005 893/G01 F 286,000.00 ZZ
180 286,000.00 1
13749 LEXINGTON COURT 7.500 2,651.26 37
7.250 2,651.26 775,000.00
SARATOGA CA 95070 2 01/15/98 00
0430589457 05 03/01/98 0
0248069 O 02/01/13
0
1687082 195/G01 F 600,000.00 ZZ
180 600,000.00 1
8 RUGGLES LANE 7.125 5,434.99 78
6.875 5,434.99 770,000.00
MILTON MA 02186 2 01/26/98 00
0430615724 05 03/01/98 0
56211 O 02/01/13
0
1687097 025/025 F 375,000.00 T
180 373,842.39 1
513 SOUTH BALD HEAD WYND 7.250 3,423.24 60
7.000 3,423.24 630,000.00
BALD HEAD ISLAN NC 28461 2 12/10/97 00
568733 03 02/01/98 0
568733 O 01/01/13
0
1
1687745 069/G01 F 302,800.00 ZZ
180 302,800.00 1
602 NORTH PACIFIC STREET #B 7.500 2,807.00 75
7.250 2,807.00 406,000.00
OCEANSIDE CA 92054 2 01/15/98 00
0430600890 01 03/01/98 0
2362210557 O 02/01/13
0
1687783 E13/G01 F 257,000.00 ZZ
180 256,092.70 1
5304 VIA ANGELINA 7.250 2,346.06 89
7.000 2,346.06 290,000.00
YORBA LINDA CA 92686 2 12/01/97 14
0430591131 03 02/01/98 25
31138027 O 01/01/13
0
1687950 964/G01 F 343,200.00 ZZ
180 343,200.00 1
31062 VIA LIMON 6.875 3,060.85 80
6.625 3,060.85 429,000.00
SAN JUAN CAPIST CA 92675 1 01/23/98 00
0430592469 03 03/01/98 0
31194 O 02/01/13
0
1687965 267/267 F 265,700.00 ZZ
120 265,700.00 1
15780 HIDDEN HILL PL 6.750 3,050.88 25
6.500 3,050.88 1,075,000.00
LOS GATOS CA 95030 2 01/14/98 00
4329317 05 03/01/98 0
4329317 O 02/01/08
0
1688009 025/025 F 269,000.00 ZZ
180 269,000.00 1
2408 NORFOLK ROAD 7.125 2,436.69 75
6.875 2,436.69 360,000.00
ORLANDO FL 32803 2 01/07/98 00
697596 05 03/01/98 0
697596 O 02/01/13
0
1688013 025/025 F 300,000.00 ZZ
180 300,000.00 1
13617 PINE VILLA LANE 7.250 2,738.59 77
7.000 2,738.59 390,000.00
1
FORT MYERS FL 33912 1 01/09/98 00
373053 03 03/01/98 0
373053 O 02/01/13
0
1688018 025/025 F 468,000.00 ZZ
180 466,491.12 1
3101 CAMERON DRIVE 6.750 4,141.38 80
6.500 4,141.38 585,000.00
HENDERSON NC 27536 2 12/10/97 00
568277 05 02/01/98 0
568277 O 01/01/13
0
1688035 025/025 F 320,000.00 ZZ
180 319,001.34 1
1841 JAMAICA WAY 7.125 2,898.66 80
6.875 2,898.66 400,000.00
PUNTA GORDA FL 33950 1 12/30/97 00
446865 05 02/01/98 0
446865 O 01/01/13
0
1688082 964/G01 F 196,550.00 ZZ
180 196,550.00 1
575 SOUTH BARRINGTON AVENUE 7.375 1,808.11 57
#110 7.125 1,808.11 345,000.00
LOS ANGELES CA 90049 2 01/20/98 00
0430592170 01 03/01/98 0
31119 O 02/01/13
0
1688121 025/025 F 300,000.00 ZZ
180 300,000.00 1
3081 RIO BAYA NORTH 7.250 2,738.59 73
7.000 2,738.59 415,000.00
INDIALANTIC FL 32903 5 01/02/98 00
117391 03 03/01/98 0
117391 O 02/01/13
0
1688129 025/025 F 471,000.00 ZZ
180 469,593.06 1
13650 DEERING BAY DRIVE 7.625 4,399.75 53
7.375 4,399.75 900,000.00
MIAMI FL 33158 2 12/24/97 00
451170 09 02/01/98 0
451170 O 01/01/13
0
1
1688139 025/025 F 257,000.00 ZZ
180 256,189.18 1
1708 BICKERSTAFF BLVD 7.000 2,309.99 77
6.750 2,309.99 337,000.00
KNOXVILLE TN 37922 2 12/29/97 00
315233 05 02/01/98 0
315233 O 01/01/13
0
1688250 399/399 F 592,000.00 T
180 592,000.00 1
SAN ANTONIO AVE 4 NE OF OCEAN 7.250 5,404.15 63
AVE 7.000 5,404.15 950,000.00
CARMEL CA 93921 2 01/28/98 00
6809594 05 03/01/98 0
6809594 O 02/01/13
0
1688566 025/025 F 500,000.00 ZZ
180 500,000.00 1
11890 SW 51 ST 6.875 4,459.27 73
6.625 4,459.27 690,000.00
MIAMI FL 33175 5 01/21/98 00
795044 05 03/01/98 0
795044 O 02/01/13
0
1688584 025/025 F 388,600.00 ZZ
180 387,373.98 1
7403 ROYAL HARBOUR CIRCLE 7.000 3,492.85 67
6.750 3,492.85 580,000.00
OOLTEWAH TN 37363 5 12/26/97 00
794325 05 02/01/98 0
794325 O 01/01/13
0
1688588 025/025 F 250,200.00 ZZ
180 249,402.02 1
6099 KINGS MOUNTAIN WAY 6.875 2,231.42 88
6.625 2,231.42 286,000.00
STONE MOUNTAIN GA 30087 1 12/30/97 11
441124 05 02/01/98 25
441124 O 01/01/13
0
1689533 F02/F02 F 445,000.00 ZZ
180 443,626.30 1
1
2810 KENNINGTON DR 7.250 4,062.24 80
7.000 4,062.24 560,000.00
GLENDALE CA 91206 5 12/08/97 00
601812381 05 02/01/98 0
601812381 O 01/01/13
0
1689535 F02/F02 F 304,200.00 ZZ
180 304,200.00 1
455 CARICA RD 7.500 2,819.97 71
7.250 2,819.97 430,000.00
NAPLES FL 34108 5 01/05/98 00
602006606 05 03/01/98 0
602006606 O 02/01/13
0
1689537 F02/F02 F 300,000.00 ZZ
180 299,083.98 1
1685 TENTH ST W 7.375 2,759.77 31
7.125 2,759.77 985,000.00
KIRKLAND WA 98033 5 12/23/97 00
601967674 05 02/01/98 0
601967674 O 01/01/13
0
1689547 267/267 F 400,000.00 ZZ
180 400,000.00 1
1700 N. DAUBENBERGER ROAD 7.125 3,623.33 80
6.875 3,623.33 500,000.00
TURLOCK CA 95382 2 01/12/98 00
4337637 05 03/01/98 0
4337637 O 02/01/13
0
1689599 267/267 F 555,000.00 ZZ
180 555,000.00 1
2812 EASTON DRIVE 6.750 4,911.25 74
6.500 4,911.25 755,000.00
BURLINGAME CA 94010 1 01/28/98 00
4341123 05 03/01/98 0
4341123 O 02/01/13
0
2614416 696/G01 F 500,000.00 ZZ
180 500,000.00 1
855 WHANN AVENUE 7.125 4,529.16 55
6.875 4,529.16 925,000.00
MCLEAN VA 22101 1 01/15/98 00
0430576280 05 03/01/98 0
1
2081323 O 02/01/13
0
2616960 696/G01 F 281,600.00 ZZ
180 281,600.00 1
1431 MCLEAN NEWS COURT 7.250 2,570.62 80
7.000 2,570.62 352,000.00
MCLEAN VA 22101 2 01/27/98 00
0430591313 03 03/01/98 0
2378029 O 02/01/13
0
2616962 696/G01 F 400,000.00 ZZ
180 400,000.00 1
5800 KIRKSIDE DRIVE 6.875 3,567.42 61
6.625 3,567.42 660,000.00
CHEVY CHASE MD 20815 2 01/28/98 00
0430591545 05 03/01/98 0
2328006 O 02/01/13
0
TOTAL NUMBER OF LOANS : 951
TOTAL ORIGINAL BALANCE : 282,719,842.52
TOTAL PRINCIPAL BALANCE : 280,954,504.12
TOTAL ORIGINAL P+I : 2,604,517.07
TOTAL CURRENT P+I : 2,604,517.07
***************************
* END OF REPORT *
***************************
1
RUN ON : 02/25/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.28.22 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1998-S4 CUTOFF : 02/01/98
POOL : 0004282
:
:
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
---------------------------------------------------------------------
1629495 .2500
252,708.88 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1635547 .2500
320,743.56 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1639198 .2500
392,637.49 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1643210 .2500
305,065.31 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1649614 .2500
327,978.55 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1650674 .2500
262,127.36 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
1650969 .2500
164,011.11 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1654232 .2500
346,739.04 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1656077 .2500
247,695.85 .0800
7.3750 .0000
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6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1684085 .2500
406,221.18 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1684086 .2500
246,610.95 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1684125 .2500
296,250.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1684150 .2500
304,500.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
1684210 .2500
350,790.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1684232 .2500
277,249.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1684241 .2500
128,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1684250 .2500
181,462.29 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1684319 .2500
286,145.93 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1684329 .2500
489,835.16 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1684369 .2500
262,347.33 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1684374 .2500
140,500.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
1684546 .2500
116,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1684809 .2500
271,419.09 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1684847 .2500
451,570.81 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1684871 .2500
259,950.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1684889 .2500
154,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1685031 .2500
400,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1685117 .2500
328,970.14 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1685136 .2500
299,500.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
1
1685253 .2500
255,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1685255 .2500
258,217.78 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1685259 .2500
246,480.86 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1685264 .2500
156,520.62 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1685269 .2500
362,876.34 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1685276 .2500
319,809.70 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1685286 .2500
456,539.27 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1685288 .2500
398,765.22 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
1685296 .2500
398,710.36 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1685301 .2500
260,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1685310 .2500
244,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1685415 .2500
284,157.98 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1685452 .2500
365,794.48 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1685454 .2500
357,770.67 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1685455 .2500
279,097.25 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1685491 .2500
45,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
1685522 .2500
60,147.35 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1685538 .2500
513,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1685659 .2500
289,104.78 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1685665 .2500
279,106.98 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1685670 .2500
380,695.12 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1685673 .2500
363,873.26 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1685676 .2500
301,087.92 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1685684 .2500
420,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
1685689 .2500
255,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1685793 .2500
280,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1685819 .2500
448,580.27 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1685821 .2500
436,587.84 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1685822 .2500
373,867.45 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1685823 .2500
299,083.98 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1685824 .2500
452,006.01 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1685826 .2500
433,642.44 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
1685827 .2500
257,719.30 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1685828 .2500
460,635.05 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1685830 .2500
239,283.08 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1685831 .2500
306,939.10 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1685832 .2500
498,539.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
1685833 .2500
247,226.03 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1685834 .2500
268,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1685835 .2500
264,181.95 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
1686158 .2500
129,910.83 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1686191 .2500
380,700.00 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1686242 .2500
236,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1686367 .2500
354,375.91 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1686368 .2500
224,588.16 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1686423 .2500
290,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1686519 .2500
285,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1686547 .2500
500,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
1686548 .2500
348,919.55 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1686563 .2500
312,044.29 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1686566 .2500
325,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1686590 .2500
600,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1686878 .2500
285,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1686903 .2500
344,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1687005 .2500
286,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1687082 .2500
600,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
1687097 .2500
373,842.39 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1687745 .2500
302,800.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1687783 .2500
256,092.70 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1687950 .2500
343,200.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1687965 .2500
265,700.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1688009 .2500
269,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1688013 .2500
300,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1688018 .2500
466,491.12 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
1688035 .2500
319,001.34 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1688082 .2500
196,550.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1688121 .2500
300,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1688129 .2500
469,593.06 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1688139 .2500
256,189.18 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1688250 .2500
592,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1688566 .2500
500,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1688584 .2500
387,373.98 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
1688588 .2500
249,402.02 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1689533 .2500
443,626.30 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1689535 .2500
304,200.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1689537 .2500
299,083.98 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1689547 .2500
400,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1689599 .2500
555,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2614416 .2500
500,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2616960 .2500
281,600.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
2616962 .2500
400,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
TOTAL NUMBER OF LOANS: 951
TOTAL BALANCE........: 280,954,504.12
1
RUN ON : 02/25/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.28.22 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1998-S4 FIXED SUMMARY REPORT CUTOFF : 02/01/98
POOL : 0004282
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
--------------------------------------------------------------------
CURR NOTE RATE 7.3113 6.2500 8.3750
RFC NET RATE 7.0611 6.0000 8.1250
NET MTG RATE(INVSTR RATE) 6.9843 5.9700 8.0450
POST STRIP RATE 6.4931 5.9700 6.5000
SUB SERV FEE .2502 .2500 .4000
MSTR SERV FEE .0768 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .4912 .0000 1.5450
TOTAL NUMBER OF LOANS: 951
TOTAL BALANCE........: 280,954,504.12
***************************
* END OF REPORT *
***************************
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
<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:
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
<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.
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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.
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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:
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
<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-S4,
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
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<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
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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 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 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.
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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__.
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<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-S4
Re: Mortgage Pass-Through Certificates,
Series 1998-S2, 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-S4, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
February 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
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<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:
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I-2-2
<PAGE>
EXHIBIT J
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-S4
Re: Mortgage Pass-Through Certificates,
Series 1998-S4, [Class B-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S4, Class
B-__ (the "Certificates"), issued pursuant to the Pooling and Servicing
Agreement (the "Pooling and Servicing Agreement"), dated as of February 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.
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<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
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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 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
either such Plan or person meets the requirements set forth in either (a), (b)
or (c) above.
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J-3
<PAGE>
Very truly yours,
(Purchaser)
By:
Name:
Title:
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
J-4
<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-S4
Re: Mortgage Pass-Through Certificates,
Series 1998-S4, [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-S4, Class B-__ (the "Certificates"), issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of February 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
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<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:
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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 February 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.
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<PAGE>
d. Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A Securities
a violation of Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used by
it to purchase the Certificates is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Section III of
PTCE 95-60.]
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
IN WITNESS WHEREOF, each of the parties has executed this document
as of the date set forth below.
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L-2
<PAGE>
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
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.
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___ 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.
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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:
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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
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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:
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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
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(the "Amount Available") shall be equal to the lesser of (X) minus the sum of
(i) all previous payments made under subsections (a) and (b) hereof and (ii) all
draws under the Limited Guaranty made in lieu of such payments as described
below in subsection (d) and (Y) the then outstanding Certificate Principal
Balances of the Class B Certificates, or such lower amount as may be established
pursuant to Section 12.02. Residential Funding's obligations as described in
this Section are referred to herein as the "Subordinate Certificate Loss
Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of
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the Limited Guaranty or Subordinate Certificate Loss Obligation pursuant to this
Section shall be accompanied by a written Opinion of Counsel to the substitute
guarantor or obligor, addressed to the Master Servicer and the Trustee, that
such substitute instrument constitutes a legal, valid and binding obligation of
the substitute guarantor or obligor, enforceable in accordance with its terms,
and concerning such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor the Trustee
shall be obligated to substitute for or replace the Limited Guaranty or
Subordinate Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or 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.
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EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1998-S4
, 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S4
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 February 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-S4 (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
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<PAGE>
subsidiary, in any case prior to the related Distribution Date, such moneys as
may be required by Residential Funding to perform its Subordinate Certificate
Loss Obligation when and as the same arises from time to time upon the demand of
the Trustee in accordance with Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty
may be modified, amended or terminated only by the written agreement of GMAC and
the Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the
guarantee herein set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be governed by the
laws of the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this
Limited Guaranty shall be delivered to the Trustee in connection with the
execution of Amendment No. 1 to the Servicing Agreement and GMAC hereby
authorizes the Company and the Trustee to rely on the covenants and agreements
set forth herein.
7. Definitions. Capitalized terms used but not otherwise defined
herein shall have the meaning given them in the Servicing Agreement.
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<PAGE>
8. Counterparts. This Limited Guaranty may be executed in any number
of counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
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<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-S4
Re: Mortgage Pass-Through Certificates, Series 1998-S4
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
February 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
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<PAGE>
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
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EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1686191 380,700.00 5.97 0.081538461538 31,041.69
1671290 226,393.58 6.095 0.062307692308 14,106.06
1675081 226,343.75 6.095 0.062307692308 14,102.96
1681425 324,416.08 6.095 0.062307692308 20,213.62
1657437 108,705.31 6.22 0.043076923077 4,682.69
1669790 139,538.78 6.22 0.043076923077 6,010.90
1671175 254,159.92 6.22 0.043076923077 10,948.43
1671217 280,633.62 6.22 0.043076923077 12,088.83
1672812 99,670.56 6.22 0.043076923077 4,293.50
1678618 208,612.59 6.22 0.043076923077 8,986.39
1681448 299,011.67 6.22 0.043076923077 12,880.50
1682129 548,188.07 6.22 0.043076923077 23,614.26
1683887 450,000.00 6.22 0.043076923077 19,384.62
1671257 427,189.42 6.345 0.023846153846 10,186.82
1671276 339,019.50 6.345 0.023846153846 8,084.31
1674973 114,376.02 6.345 0.023846153846 2,727.43
1678700 239,217.81 6.345 0.023846153846 5,704.42
1678721 305,986.83 6.345 0.023846153846 7,296.61
1678748 478,036.93 6.345 0.023846153846 11,399.34
1681423 299,022.26 6.345 0.023846153846 7,130.53
1684068 326,931.01 6.345 0.023846153846 7,796.05
1656095 302,350.47 6.47 0.004615384615 1,395.46
1668073 322,898.44 6.47 0.004615384615 1,490.30
1671109 258,318.74 6.47 0.004615384615 1,192.24
1671162 361,634.17 6.47 0.004615384615 1,669.08
1671216 249,376.94 6.47 0.004615384615 1,150.97
1671218 625,727.49 6.47 0.004615384615 2,887.97
1671229 296,073.02 6.47 0.004615384615 1,366.49
1671261 223,536.07 6.47 0.004615384615 1,031.70
1671270 322,898.44 6.47 0.004615384615 1,490.30
1672855 622,984.95 6.47 0.004615384615 2,875.32
1673080 598,065.54 6.47 0.004615384615 2,760.30
1674278 175,000.00 6.47 0.004615384615 807.69
1674688 300,000.00 6.47 0.004615384615 1,384.62
1675208 290,061.79 6.47 0.004615384615 1,338.75
1675457 396,109.28 6.47 0.004615384615 1,828.20
1678870 269,129.49 6.47 0.004615384615 1,242.14
1678884 309,000.53 6.47 0.004615384615 1,426.16
1680309 77,150.46 6.47 0.004615384615 356.08
1680598 350,000.00 6.47 0.004615384615 1,615.38
1681422 234,242.34 6.47 0.004615384615 1,081.12
1681438 291,058.56 6.47 0.004615384615 1,343.35
1681446 277,600.48 6.47 0.004615384615 1,281.23
1681450 280,094.03 6.47 0.004615384615 1,292.74
1683269 235,964.25 6.47 0.004615384615 1,089.07
1683278 280,176.51 6.47 0.004615384615 1,293.12
1683314 287,071.46 6.47 0.004615384615 1,324.95
1683480 239,229.29 6.47 0.004615384615 1,104.14
1684062 268,254.08 6.47 0.004615384615 1,238.10
1685296 398,710.36 6.47 0.004615384615 1,840.20
1685455 279,097.25 6.47 0.004615384615 1,288.14
1685689 255,000.00 6.47 0.004615384615 1,176.92
1685821 436,587.84 6.47 0.004615384615 2,015.02
1686590 600,000.00 6.47 0.004615384615 2,769.23
1687965 265,700.00 6.47 0.004615384615 1,226.31
1688018 466,491.12 6.47 0.004615384615 2,153.04
1689599 555,000.00 6.47 0.004615384615 2,561.54
$18,076,747.10 0.016488990682 $298,067.31
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
P-1
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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-S4
Residential Funding Corporation, as the Holder of a ____% Percentage
Interest of the [Class/Subclass] of Class A-6 Certificates, hereby requests the
Trustee to exchange the above-referenced Certificates for the Subclasses
referred to below:
1. Class A-6 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-6
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-6 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 February
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:
[TPW: NY01:637570.1] 16069-00447 02/17/98 01:14PM
Q-1
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