SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 29, 1998
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of September 1, 1998, providing for, inter alia,
the issuance of Mortgage Pass-Through Certificates, Series 1998-S21)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-57481 75-2006294
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of September 1, 1998,
among Residential Funding Mortgage Securities I, Inc., as company, Residential
Funding Corporation, as master servicer, and The First National Bank of Chicago,
as trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name: Randal L. Van Zee
Title: Vice President
Dated: October 6, 1998
[TPW: NY05:7000811.1] 16069-00499 09/28/98 12:52PM
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/ Randal L. Van Zee
Name: Randal L. Van Zee
Title: Vice President
Dated: October 6, 1998
[TPW: NY05:7000811.1] 16069-00499 09/28/98 12:52PM
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EXHIBITS
[TPW: NY05:7000811.1] 16069-00499 09/28/98 12:52PM
<PAGE>
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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 September 1, 1998
Mortgage Pass-Through Certificates
Series 1998-S21
- ------------------------------------------------------------------------------
- ------------------------------------------------------------------------------
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TABLE OF CONTENTS
Page
ARTICLE IDEFINITIONS
Section 1.01. Definitions.............................................3
Accretion Directed TAC Certificates..............................3
Accretion Termination Date.......................................3
Accrual Companion Certificates...................................3
Accrual Distribution Amount......................................3
Accrued Certificate Interest.....................................3
The Adjusted Lockout Percentage..................................4
Adjusted Mortgage Rate...........................................4
Advance .........................................................4
Affiliate........................................................4
Agreement........................................................4
Amount Held for Future Distribution..............................5
Appraised Value..................................................5
Assignment.......................................................5
Assignment Agreement.............................................5
Assignment of Proprietary Lease..................................5
Available Distribution Amount....................................5
Bankruptcy Amount................................................6
Bankruptcy Code..................................................6
Bankruptcy Loss..................................................7
Book-Entry Certificate...........................................7
Business Day.....................................................7
Buydown Funds....................................................7
Buydown Mortgage Loan............................................7
Cash Liquidation.................................................7
Certificate......................................................7
Certificate Account..............................................7
Certificate Account Deposit Date.................................7
Certificateholder or Holder......................................8
Certificate Owner................................................8
Certificate Principal Balance....................................8
Certificate Register and Certificate Registrar...................9
Class .........................................................9
Class A Certificate..............................................9
Class A-24 Collection Shortfall..................................9
Class A-24 Principal Distribution Amount.........................9
Class B Certificate..............................................9
Class B Percentage..............................................10
Class B-1 Percentage............................................10
Class B-1 Prepayment Distribution Trigger.......................10
2
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Page
Class B-2 Percentage............................................10
Class B-2 Prepayment Distribution Trigger.......................10
Class B-3 Percentage............................................10
Class B-3 Prepayment Distribution Trigger.......................10
Class M Certificate.............................................11
Class M Percentage..............................................11
Class M-1 Percentage............................................11
Class M-2 Percentage............................................11
Class M-2 Prepayment Distribution Trigger.......................11
Class M-3 Percentage............................................11
Class M-3 Prepayment Distribution Trigger.......................11
Class R Certificate.............................................11
Class R-I Certificate...........................................12
Class R-II Certificate..........................................12
Closing Date....................................................12
Code ........................................................12
Compensating Interest...........................................12
Cooperative.....................................................12
Cooperative Apartment...........................................12
Cooperative Lease...............................................12
Cooperative Loans...............................................12
Cooperative Stock...............................................13
Cooperative Stock Certificate...................................13
Corporate Trust Office..........................................13
Credit Support Depletion Date...................................13
Curtailment.....................................................13
Custodial Account...............................................13
Custodial Agreement.............................................13
Custodian.......................................................13
Cut-off Date....................................................13
Cut-off Date Principal Balance..................................13
Debt Service Reduction..........................................13
Deceased Owner..................................................14
Defaulted Mortgage Loss.........................................14
Deficient Valuation.............................................14
Definitive Certificate..........................................14
Delinquent......................................................14
Deleted Mortgage Loan...........................................14
Depository......................................................14
Depository Participant..........................................15
Destroyed Mortgage Note.........................................15
Determination Date..............................................15
Discount Fraction...............................................15
Discount Mortgage Loan..........................................15
3
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Page
Disqualified Organization.......................................15
Distribution Date...............................................16
Due Date........................................................16
Due Period......................................................16
Eligible Account................................................16
Eligible Funds..................................................16
ERISA ........................................................16
Event of Default................................................17
Excess Bankruptcy Loss..........................................17
Excess Fraud Loss...............................................17
Excess Special Hazard Loss......................................17
Excess Subordinate Principal Amount.............................17
Extraordinary Events............................................17
Extraordinary Losses............................................18
FDIC ........................................................18
FHLMC ........................................................18
Final Distribution Date.........................................18
Fitch ........................................................18
FNMA ........................................................18
Foreclosure Profits.............................................18
Fraud Loss Amount...............................................18
Fraud Losses....................................................19
Independent.....................................................19
Indirect Depository Participant.................................19
Individual Retail Lottery Certificate...........................19
Initial Certificate Principal Balance...........................19
Initial Monthly Payment Fund....................................19
Initial Notional Amount.........................................19
Insurance Proceeds..............................................20
Insurer ........................................................20
Interest Accrual Period.........................................20
Interest Shortfall Deposit......................................20
Interest Reserve Amount.........................................20
Late Collections................................................20
Liquidation Proceeds............................................20
Living Owner....................................................20
Loan-to-Value Ratio.............................................20
Lockout Certificates............................................21
Lockout Distribution Amount.....................................21
Lockout Percentage..............................................21
Lockout Liquidation Amount......................................21
Lockout Prepayment Percentage...................................21
Maturity Date...................................................21
Modified Mortgage Loan..........................................21
4
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Page
Modified Net Mortgage Rate......................................21
Monthly Payment.................................................21
Moody's ........................................................22
Mortgage........................................................22
Mortgage File...................................................22
Mortgage Loan Schedule..........................................22
Mortgage Loans..................................................23
Mortgage Note...................................................23
Mortgage Rate...................................................23
Mortgaged Property..............................................23
Mortgagor.......................................................23
Net Mortgage Rate...............................................23
Non-Discount Mortgage Loan......................................23
Non-Primary Residence Loans.....................................23
Non-Supported Prepayment Interest Shortfall.....................23
Non-United States Person........................................23
Nonrecoverable Advance..........................................24
Nonsubserviced Mortgage Loan....................................24
Notional Amount.................................................24
Officers' Certificate...........................................24
Opinion of Counsel..............................................24
Original Senior Percentage......................................24
Outstanding Mortgage Loan.......................................24
Ownership Interest..............................................25
PAC Certificate.................................................25
PAC I Certificate...............................................25
PAC II Certificate..............................................25
Pass-Through Rate...............................................25
Paying Agent....................................................25
Percentage Interest.............................................25
Permitted Investments...........................................26
Permitted Transferee............................................27
Person ........................................................27
Planned Principal Balance.......................................27
Pool Stated Principal Balance...................................27
Pool Strip Rate.................................................27
Prepayment Assumption...........................................27
Prepayment Distribution Percentage..............................28
Prepayment Distribution Trigger.................................29
Prepayment Interest Shortfall...................................29
Prepayment Period...............................................29
Primary Insurance Policy........................................29
Principal Prepayment............................................29
Principal Prepayment in Full....................................30
5
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Page
Program Guide...................................................30
Purchase Price..................................................30
Qualified Substitute Mortgage Loan..............................30
Random Lot......................................................31
Rating Agency...................................................31
Realized Loss...................................................31
Record Date.....................................................32
Regular Certificate.............................................32
REMIC ........................................................32
REMIC Administrator.............................................32
REMIC I ........................................................32
REMIC I Certificates............................................32
REMIC II........................................................32
REMIC II Certificates...........................................32
REMIC Provisions................................................33
REO Acquisition.................................................33
REO Disposition.................................................33
REO Imputed Interest............................................33
REO Proceeds....................................................33
REO Property....................................................33
Request for Release.............................................33
Required Insurance Policy.......................................33
Residential Funding.............................................33
Responsible Officer.............................................34
Retail Lottery Certificates.....................................34
Rounding Account................................................34
Rounding Amount.................................................34
Schedule of Discount Fractions..................................34
Security Agreement..............................................34
Seller ........................................................34
Seller's Agreement..............................................34
Senior Accelerated Distribution Percentage......................34
Senior Certificates.............................................36
Senior Interest Distribution Amount.............................36
Senior Percentage...............................................36
Senior Principal Distribution Amount............................36
Servicing Accounts..............................................36
Servicing Advances..............................................36
Servicing Fee...................................................36
Servicing Modification..........................................36
Servicing Officer...............................................37
Special Hazard Amount...........................................37
Special Hazard Loss.............................................37
Standard & Poor's...............................................38
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Page
Stated Principal Balance........................................38
Step Down Percentage............................................38
Subclass........................................................38
Subclass Notional Amount........................................38
Subordinate Percentage..........................................38
Subordinate Principal Distribution Amount.......................38
Subserviced Mortgage Loan.......................................39
Subservicer.....................................................39
Subservicer Advance.............................................39
Subservicing Account............................................39
Subservicing Agreement..........................................39
Subservicing Fee................................................39
Targeted Principal Balances.....................................40
Tax Returns.....................................................40
Transfer........................................................40
Transferee......................................................40
Transferor......................................................40
Trust Fund......................................................40
Uncertificated Accrued Interest.................................40
Uncertificated Notional Amount..................................41
Uncertificated Pass-Through Rate................................41
Uncertificated Principal Balance................................41
Uncertificated REMIC I Regular Interest P.......................42
Uncertificated REMIC I Regular Interest Q.......................42
Uncertificated REMIC I Regular Interest S.......................42
Uncertificated REMIC I Regular Interest T.......................42
Uncertificated REMIC I Regular Interest U.......................42
Uncertificated REMIC I Regular Interest V.......................43
Uncertificated REMIC I Regular Interest W.......................43
Uncertificated REMIC I Regular Interest Y.......................43
Uncertificated REMIC I Regular Interests Z......................43
Uncertificated REMIC I Regular Interest Z Pool Strip Rates......43
Uncertificated REMIC I Regular Interests........................43
Uncertificated REMIC I Regular Interest P Distribution Amount...43
Uncertificated REMIC I Regular Interest Q Distribution Amount...43
Uncertificated REMIC I Regular Interest S Distribution Amount...44
Uncertificated REMIC I Regular Interest T Distribution Amount...44
Uncertificated REMIC I Regular Interest U Distribution Amount...44
Uncertificated REMIC I Regular Interest V Distribution Amount...44
Uncertificated REMIC I Regular Interest W Distribution Amount...44
Uncertificated REMIC I Regular Interest Y Distribution Amount...44
Uncertificated REMIC I Regular Interests Z Distribution Amounts.44
Uncertificated REMIC I Regular Interest Distribution Amounts....44
Uncertificated REMIC II Regular Interests.......................44
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Page
Uniform Single Attestation Program for Mortgage Bankers.........45
Uninsured Cause.................................................45
United States Person............................................45
Voting Rights...................................................45
ARTICLE IICONVEYANCE OF MORTGAGE LOANS;ORIGINAL ISSUANCE OF
CERTIFICATES
SectioConveyance of Mortgage Loans....................................46
SectioAcceptance by Trustee...........................................51
SectioRepresentations, Warranties and Covenants of the
Master Servicer and the Company.........................52
SectioRepresentations and Warranties of Sellers.......................56
SectioExecution and Authentication of Certificates
Evidencing Interests in REMIC I Certificates............58
SectioConveyance of Uncertificated REMIC I Regular
Interests and Uncertificated REMIC II Regular Interests;
Acceptance by the Trustee...............................59
SectioIssuance of Certificates Evidencing Interest in REMIC II........60
ARTICLE IIIADMINISTRATION AND SERVICINGOF MORTGAGE LOANS
SectioMaster Servicer to Act as Servicer..............................61
SectioSubservicing Agreements Between Master Servicer
and Subservicers; Enforcement of Subservicers' and
Sellers' Obligations....................................62
SectioSuccessor Subservicers..........................................63
SectioLiability of the Master Servicer................................63
SectioNo Contractual Relationship Between Subservicer
and Trustee or Certificateholders.......................64
SectioAssumption or Termination of Subservicing
Agreements by Trustee...................................64
SectioCollection of Certain Mortgage Loan Payments;
Deposits to Custodial Account...........................64
SectioSubservicing Accounts; Servicing Accounts.......................67
SectioAccess to Certain Documentation and Information
Regarding the Mortgage Loans............................68
SectioPermitted Withdrawals from the Custodial Account................69
SectioMaintenance of the Primary Insurance Policies;
Collections Thereunder..................................71
SectioMaintenance of Fire Insurance and Omissions
and Fidelity Coverage...................................72
SectioEnforcement of Due-on-Sale Clauses; Assumption
and Modification Agreements; Certain Assignments........73
SectioRealization Upon Defaulted Mortgage Loans.......................75
SectioTrustee to Cooperate; Release of Mortgage Files.................78
8
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Page
SectioServicing and Other Compensation; Compensating Interest.........79
SectioReports to the Trustee and the Company..........................80
SectioAnnual Statement as to Compliance...............................80
SectioAnnual Independent Public Accountants' Servicing Report.........81
SectioRights of the Company in Respect of the Master Servicer.........81
SectioAdministration of Buydown Funds.................................82
ARTICLE IVPAYMENTS TO CERTIFICATEHOLDERS
SectioCertificate Account.............................................83
SectioDistributions...................................................84
SectioStatements to Certificateholders................................97
SectioDistribution of Reports to the Trustee and
the Company; Advances by the Master Servicer...........100
SectioAllocation of Realized Losses..................................101
SectioReports of Foreclosures and Abandonment
of Mortgaged Property..................................103
SectioOptional Purchase of Defaulted Mortgage Loans..................103
SectioDistributions on the Uncertificated REMIC I....................104
Section 4.09. Rounding Account.......................................106
SectioPrincipal Distributions on the Retail Lottery Certificates.....106
Section 4.11. Compliance with Withholding Requirements...............111
ARTICLE VTHE CERTIFICATES
SectioThe Certificates...............................................112
Sectio7egistration of Transfer and Exchange of Certificates..........114
SectioMutilated, Destroyed, Lost or Stolen Certificates..............119
SectioPersons Deemed Owners..........................................120
SectioAppointment of Paying Agent....................................120
SectioOptional Purchase of Certificates..............................120
ARTICLE VITHE COMPANY AND THE MASTER SERVICER
SectioRespective Liabilities of the Company
and the Master Servicer................................123
SectioMerger or Consolidation of the Company or
the Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer ...............123
SectioLimitation on Liability of the Company, the
Master Servicer and Others.............................124
SectioCompany and Master Servicer Not to Resign......................125
ARTICLE VIIDEFAULT
SectioEvents of Default..............................................126
SectioTrustee or Company to Act; Appointment of Successor............128
SectioNotification to Certificateholders.............................129
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Page
Section 7.04. Waiver of Events of Default............................129
ARTICLE VIIICONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee......................................130
SectioCertain Matters Affecting the Trustee..........................132
SectioTrustee Not Liable for Certificates or Mortgage Loans..........133
SectioTrustee May Own Certificates...................................133
SectioMaster Servicer to Pay Trustee's Fees and
Expenses; Indemnification..............................134
SectioEligibility Requirements for Trustee...........................135
SectioResignation and Removal of the Trustee.........................135
SectioSuccessor Trustee..............................................136
SectioMerger or Consolidation of Trustee.............................137
SectioAppointment of Co-Trustee or Separate Trustee..................137
SectioAppointment of Custodians......................................138
SectioAppointment of Office or Agency................................138
ARTICLE IXTERMINATION
SectioTermination Upon Purchase by the Master Servicer
or the Company or Liquidation of All Mortgage Loans....139
SectioTermination of REMIC II........................................141
SectioAdditional Termination Requirements............................141
ARTICLE XREMIC PROVISIONS
SectioREMIC Administration...........................................143
Section 10.02. Master Servicer, REMIC Administrator and
Trustee Indemnification ...............................146
ARTICLE XI[Reserved]
ARTICLE XIIMISCELLANEOUS PROVISIONS
SectioAmendment......................................................149
SectioRecordation of Agreement; Counterparts.........................151
SectioLimitation on Rights of Certificateholders.....................152
SectioGoverning Law..................................................153
SectioNotices........................................................153
SectioNotices to Rating Agency.......................................153
SectioSeverability of Provisions.....................................154
SectioSupplemental Provisions for Resecuritization...................154
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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-1: Form of Investor Representation Letter
Exhibit J-2: Form of ERISA Representation Letter
Exhibit K: Form of Transferor Representation Letter
ExhibiForm of Rule 144A Investment Representation Letter
ExhibiText of Amendment to Pooling and Servicing Agreement Pursuant to Section
12.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
ExhibiForm of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
ExhibiPlanned Principal Balances
ExhibiTargeted Principal Balances
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<PAGE>
This is a Pooling and Servicing Agreement, dated as of September 1, 1998,
among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company (together
with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and THE FIRST NATIONAL BANK OF CHICAGO, 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 REMIC I (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 "REMIC I." The Uncertificated REMIC I Regular Interests will be
"regular interests" in REMIC I and the Class R-I Certificates will be the sole
class of "residual interests" in REMIC I for purposes of the REMIC Provisions
(as defined herein). A segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests will be designated as "REMIC II", and
the REMIC Administrator will make a separate REMIC election with respect
thereto. The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13,
Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class
A-20, Class A-21, Class A- 22, Class A-23, Class A-24, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2 and Class B-3 Certificates, and the
Uncertificated REMIC II Regular Interests will be "regular interests" in REMIC
II and the Class R-II Certificates will be the sole class of "residual
interests" in REMIC II for purposes of the REMIC Provisions (as defined herein)
under federal income tax law. The Class A-25 Certificates will represent the
entire beneficial ownership interest in the Uncertificated REMIC II Regular
Interests.
<PAGE>
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates issued on the Closing Date
comprising the interests in the Trust Fund created hereunder.
DesignaPass-Through Aggregate nitia
Rate Certificat Maturity IatingInitial
PrincipalInitialFeatures ce Date RS&P Ratings
Balance e Fitch
Class A-1 6.75% $ 179,662,800.00 Senior September 25,AAA28 AAA
Class A-2 7.00% $ 1,371,000.00 Retail/Senior September 25,AAA28 AAA
Class A-3 6.75% $ 39,897,159.00 Lockout/Senior September 25,AAA28 AAA
Class A-4 6.75% $ 74,807,000.00 Senior September 25,AAA28 AAA
Class A-5 6.75% $ 10,500,000.00 Senior September 25,AAA28 AAA
Class A-6 7.25% $ 20,053,551TAC/Accretion Directed/SenSeptember 25,AAA28 AAA
Class A-7 0.00% $ 1,485,449.TAC/Accretion Directed/PriSeptemberl25,AAAr8 AAA
Class A-8 6.75% $ 3,580,000.0Accrual Companion/Senior September 25,AAA28 AAA
Class A-6.75%(1) $ 0 PAC I/Interest Only/SeniorSeptember 25,AAAr8 AAA
Class A-106.10% $ 18,950,000.00 PAC I/Senior September 25,AAA28 AAA
Class A-116.40% $ 7,645,000.00 PAC II/Senior September 25,AAA28 AAA
Class A-126.75% $ 10,573,000.00 PAC II/Senior September 25,AAA28 AAA
Class A-130.00% $ 665,000.00 Principal Only/Senior September 25,AAA28 AAA
Class A-147.00% $ 3,242,000.00 Retail/Senior September 25,AAA28 AAA
Class A-157.00% $ 4,004,000.00 Retail/Senior September 25,AAA28 AAA
Class A-166.35% $ 9,675,000.00 PAC I/Senior September 25,AAA28 AAA
Class AAdjustable $a1,616,000.0Retail/Step Rate/Senior September 25,AAA28 AAA
Class A-187.00% $ 1,372,000.00 Retail/Senior September 25,AAA28 AAA
Class A-197.00% $ 6,350,000.00Retail/Lottery/Senior September 25,AAA28 AAA
Class A-206.50% $ 1,097,000.00 PAC II/Senior September 25,AAA28 AAA
Class A-217.00% $ 1,097,000.00 PAC II/Senior September 25,AAA28 AAA
Class A-226.75% $ 1,326,000.00 PAC II/Senior September 25,AAA28 AAA
Class A-6.75%(3) $ 0 PAC II/Interest Only/SenioSeptember 25,AAAr8 AAA
Class A-240.00% $ 1,420,578.87Principal Only/Senior September 25,AAAr8 AAA
Class AVariable Ra$e 0 Variable Strip/Interest OnSeptember 25,AAAr8 AAA
Class R-I 6.75% $ 100.00 Residual September 25,AAA28 AAA
Class R-II6.75% $ 100.00 Residual September 25,AAA28 AAA
Class M-1 6.75% $ 8,341,500.00 Mezzanine September 25,N/A28 AA
Class M-2 6.75% $ 3,545,200.00 Mezzanine September 25,N/A28 A
Class M-3 6.75% $ 1,668,300.00 Mezzanine September 25,N/A28 BBB
Class B-1 6.75% $ 1,251,300.00 Subordinate September 25,N/A28 BB
Class B-2 6.75% $ 834,200.00 Subordinate September 25,N/A28 B
Class B-3 6.75% $ 1,042,406.59 Subordinate September 25,N/A28 N/A
(1) As of any Distribution Date, the Class A-9 Certificates will
accrue interest at a Pass-Through Rate equal to the sum of
(A) 0.65% on a notional amount equal to the Class A-10
Certificate Principal Balance and (B) 0.40% on a notional
amount equal to the Class A-16 Certificate Principal
Balance, which is the equivalent of a Pass-Through Rate of
6.75% on a Notional Amount equal to the sum of (A) 13/135
multiplied by the Certificate Principal Balance of the Class
A-10 Certificates, and (B) 8/135 multiplied by the
Certificate Principal Balance of the Class A-16
Certificates, in each case immediately prior to such date.
(2) The Class A-17 Certificates will accrue interest at a
Pass-Through Rate of 7.50% per annum effective for
distributions made on the first Distribution Date up to and
including the Distribution Date in September 1999, and
thereafter at a Pass-Through Rate of 7.00% per annum.
(3) As of any Distribution Date, the Class A-23 Certificates
will accrue interest at a Pass-Through Rate equal to 0.35%
on a notional amount equal to the Class A-11 Certificate
Principal Balance, which is the equivalent of a Pass-Through
Rate of 6.75% on a Notional Amount equal to 7/135 multiplied
by the Certificate Principal Balance of the Class A-11
Certificates in each case immediately prior to such date.
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $417,072,644.46. The Mortgage Loans are fixed rate mortgage loans having
terms to maturity
2
<PAGE>
at origination or modification of not more than 30 years. In consideration of
the mutual agreements herein contained, the Company, the Master Servicer and the
Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Directed TAC Certificates: Any of the Class A-6 Certificates or
Class A-7 Certificates.
Accretion Termination Date: With respect to the Class A-8 Certificates,
the earlier to occur of (i) the Distribution Date on which the Certificate
Principal Balances of the Class A-6 Certificates and Class A-7 Certificates have
been reduced to zero and (ii) the Credit Support Depletion Date.
Accrual Companion Certificates: The Class A-8 Certificates.
Accrual Distribution Amount: As defined in Section 4.02(a)(ii)(Y)(D).
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class A Certificate (other than the Class A-7, Class A-9, Class A-13,
Class A-23, Class A-24 and Class A-25 Certificates), any Class M Certificate,
any Class B Certificate or any Class R Certificate, interest accrued during the
related Interest Accrual Period at the related Pass-Through Rate on the
Certificate Principal Balance thereof immediately prior to such Distribution
Date. With respect to each Distribution Date, as to the Class A-9, Class A-23
and Class A-25 Certificates, one month's interest accrued at the related
Pass-Through Rate on the related Notional Amount thereof, or, as to any Subclass
of the Class A-25 Certificates issued pursuant to Section 5.01(c), one month's
interest accrued at the related Pass-Through Rate on the related 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
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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. With respect
to the Class A-8 Certificates on each Distribution Date that occurs prior to the
Accretion Termination Date, interest shortfalls allocable to such Certificates
on such Distribution Date will be so allocated by reducing the amount that is
added to the Certificate Principal Balances thereof, as applicable, in respect
of Accrued Certificate Interest pursuant to Sections 4.02(e). Any portion of the
reductions described in the second preceding sentence that are allocated to the
Class A-25 Certificates shall be allocated among the Subclasses thereof, if any,
in proportion to their respective amounts of Accrued Certificate Interest
payable on such Distribution Date which would have resulted absent such
reductions. In addition to that portion of the reductions described in the third
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.
The Adjusted Lockout Percentage: The Adjusted Lockout Percentage will
equal (i) for any Distribution Date prior to the Distribution Date occurring in
October 2003, 0% and (ii) for any Distribution Date occurring on or after the
Distribution Date in October 2003, the Lockout Percentage.
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.
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Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Master Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of the
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated
September 29, 1998, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Custodial Account pursuant to
Section 3.12(a), (iv) any amount to be included therein pursuant to Section
4.01(b) and (v) 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
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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)
$121,692 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 greater than 80% that would result if the Net
Mortgage Rate thereof was equal to the greater of (I) 5% or (II) 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 with a Loan-to-Value Ratio of greater than
80% 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
with a Loan-to-Value Ratio of greater than 80% 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.
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Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of
interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "The First National
Bank of Chicago, as trustee, in trust for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1998-S21" and which must be an Eligible Account.
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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-I
Certificate or Class R-II 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-I Certificate or Class R-II 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-9, Class A-23 and Class A-25 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 plus (ii)(a) in the case of each Class A-8 Certificate, an amount equal
to the aggregate Accrued Certificate Interest added to the Certificate Principal
Balance of the Class A-8 Certificates on each Distribution Date on or prior to
the Accretion Termination Date pursuant to Section 4.02(e) minus (iii) the sum
of (a) with respect to each such Certificate, 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 (b) the aggregate of all reductions in the
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 the 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
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Principal Balance of each Class M Certificate of those Class M Certificates
outstanding with the highest numerical designation at any given time shall
thereafter be calculated to equal the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Stated Principal
Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal
Balance of all other Classes of Certificates then outstanding. With respect to
each Class B Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Class B Certificate as
specified on the face thereof, minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the Certificate Principal Balance
thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05; provided, that the
Certificate Principal Balance of each Class B Certificate of those Class B
Certificates outstanding with the highest numerical designation at any given
time shall be calculated to equal the Percentage Interest evidenced by such
Certificate times the excess, if any, of (A) the then aggregate Stated Principal
Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal
Balance of all other Classes of Certificates then outstanding. The Class A-9,
Class A-23 and Class A-25 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-25 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, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A- 13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class A-23, Class
A-24 or Class A-25 Certificates, executed by the Trustee and authenticated by
the Certificate Registrar substantially in the form annexed hereto as Exhibit A,
each such Certificate (other than the Class A-25 Certificates) evidencing an
interest designated as a "regular interest" in REMIC II for purposes of the
REMIC Provisions. The Class A-25 Certificates will represent the entire
beneficial ownership interest in the Uncertificated REMIC II Regular Interests.
On and after the date of issuance of any Subclass of Class A-25 Certificates
pursuant to Section 5.01(c), any such Subclass will represent the Uncertificated
REMIC II Regular Interest or Interests specified by the initial Holder of the
Class A-25 Certificates.
Class A-24 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-24 Principal Distribution Amount: As defined in Section 4.02(b)(i).
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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 REMIC II 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 0.45%.
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
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divided by the aggregate Stated Principal Balance of all of the Mortgage Loans
(or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 0.25%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in REMIC II 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 2.00%.
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 1.15%.
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Class R Certificate: Any one of the Class R-I Certificates or Class R-II
Certificates.
Class R-I Certificate: Any one of the Class R-I 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 REMIC I for purposes of the REMIC Provisions.
Class R-II Certificate: Any one of the Class R-II 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 REMIC II for purposes of the REMIC Provisions.
Closing Date: September 29, 1998.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation organized under
the laws of, and headquartered in, the State of New York which owns or leases
land and all or part of a building or buildings located in the State of New
York, including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
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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 1998-S21.
Credit Support Depletion Date: The first Distribution Date on which the
Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: September 1, 1998.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
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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.
Deceased Owner: A Certificate Owner of a Retail Lottery Certificate who
was living at the time such interest was acquired and whose authorized personal
representative, surviving tenant by the entirety, surviving joint tenant or
surviving tenant in common or other person empowered to act on behalf of a
deceased Certificate Owner causes to be furnished to the Depository evidence of
death satisfactory to the Trustee and any tax waivers requested by the Trustee.
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 (or, with
respect to a Cooperative Loan, the related Cooperative Apartment) or any
interest shortfalls not covered by the subordination described in Section 4.05,
including interest that is not covered by the subordination described in Section
4.05, and including interest that is not collectible from the Mortgagor pursuant
to the Soldiers' and Sailors' Civil Relief Act of 1940 or similar legislation or
regulations as in effect from time to time.
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.
Delinquent: As used herein, a Mortgage Loan is considered to be: "30 to 59
days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
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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(5) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.75% 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 6.75%. 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 6.75% 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 and (v)
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
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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)(E) hereof), (iii) the Class A-24
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Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E) hereof) and (iv) the aggregate amount of Accrued Certificate
Interest on the Class M, Class B-1 and Class B-2 Certificates.
ERISA: The Employment Retirement Income Security Act of 1974, as amended.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution Date
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to be
maintained pursuant to Section 3.12(b) but are in excess of the coverage
maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending
or expected attack:
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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 9.03.
Fitch: Fitch IBCA, Inc. or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal
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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.
Individual Retail Lottery Certificate: A Retail Lottery Certificate that
evidences $1,000 initial Certificate Principal Balance.
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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 Monthly Payment Fund: As defined in Section 2.01(f).
Initial Notional Amount: With respect to the Class A-25 Certificates, the
Cut-off Date Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC II Regular Interests represented by the Class A-25
Certificates. With respect to the Class A-9 Certificates and Class A-23
Certificates, $2,398,148 and $396,407, respectively.
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.
Interest Shortfall Deposit: $8,080.00.
Interest Reserve Amount: With respect to any Distribution Date, an amount
equal to the amount by which interest distributions on the Class A-17
Certificates are projected to be in excess of interest on such Certificates at
7.00% per annum from the next following Distribution Date through the last
Distribution Date on which Certificates are to receive interest distributions in
excess of 7.00% pursuant to Section 4.02(a)(i).
Late Collections: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by
the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power
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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.
Living Owner: A Certificate Owner of a Retail Lottery Certificate other
than a Deceased Owner.
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 Certificates: Each of the Class A-3 Certificates.
Lockout Distribution Amount: The Lockout Distribution Amount for any
Distribution Date will be equal to the sum of (i) the Adjusted Lockout
Percentage of the amount described in clause 4.02(a)(ii)(Y)(A)(1) for such
Distribution Date determined without regard to the Senior Percentage, (ii) the
Lockout Prepayment Percentage of the amount described in clause
4.02(a)(ii)(Y)(B)(b) of the definition of Senior Principal Distribution Amount
for such Distribution Date determined without regard to the Senior Accelerated
Distribution Percentage and (iii) the Lockout Liquidation Amount.
Lockout Percentage: The Lockout Percentage for any Distribution Date will
equal the Certificate Principal Balance of the Class A-3 Certificates divided by
the aggregate Certificate Principal Balances of the Certificates (less the
Certificate Principal Balance of the Class A-24 Certificates), in each case
immediately prior to the Distribution Date.
Lockout Liquidation Amount: The Lockout Liquidation Amount will equal the
aggregate, for each Mortgage Loan described in clause 4.02(a)(ii)(Y)(A)(2) for
such Distribution Date of the lesser of (i) the Lockout Percentage of the Stated
Principal Balance of such Mortgage Loan (other than the related Discount
Fraction thereof, with respect to a Discount Mortgage Loan) and (ii) the Lockout
Percentage on any Distribution Date occurring prior to the fifth anniversary of
the first Distribution Date, and the Lockout Prepayment Percentage on any
Distribution Date thereafter, in each case, of the amount described in clause
4.02(a)(ii)(Y)(A)(3) for such Distribution Date determined without regard to the
Senior Accelerated Distribution Percentage, with respect to the Mortgage Loan.
Lockout Prepayment Percentage: The Lockout Prepayment Percentage for any
Distribution Date will equal the product of (a) the Lockout Percentage for such
Distribution Date and (b) the applicable Step Down Percentage.
Maturity Date: Solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury regulations, the latest possible maturity date of each "regular
interest" in the Trust Fund would be reduced to zero, which is September 25,
2028.
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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
that is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto as
Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property including state and
zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("SPREAD");
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(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.
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Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-Supported Prepayment Interest Shortfall: The amount of any Prepayment
Interest Shortfall not offset by the Master Servicer.
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 promptly following such
determination.
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-9 Certificates, an amount equal to the sum of (a) 13/135 multiplied by the
Certificate Principal Balance of the Class A-10 Certificates, plus (b) 8/135
multiplied by the Certificate Principal Balance of the Class A-16 Certificates,
in each case immediately prior to such date. As of any Distribution Date, with
respect to the Class A-23 Certificates, an amount equal to 7/135 multiplied by
the Certificate Principal Balance of the Class A-11 Certificates immediately
prior to such date. As of any Distribution Date, with respect to the Class A-25
Certificates, the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC II Regular Interests Pool Strip Rates
represented by such Class A-25 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 REMIC I or
REMIC II as a REMIC or compliance with the REMIC Provisions must, unless
otherwise specified, be an opinion of Independent counsel.
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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-24 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 95.99% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03 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.
PAC Certificate: Any one of the PAC I Certificates or PAC
II Certificates.
PAC I Certificate: Any one of the Class A-10 or Class A-16 Certificates.
PAC II Certificate: Any one of the Class A-11, Class A-12, Class A-20,
Class A-21 or Class A-22 Certificates.
Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-7, Class A-13, Class A-24 and Class A-25 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-25 Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Pool Strip Rates of
all Mortgage Loans 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-25 Certificates and the initial
Distribution Date, the Pass-Through Rate is equal to 0.2880% per annum. With
respect to any Subclass of the Class A-25 Certificates and any Distribution
Date, a rate equal to the weighted average, expressed as a percentage, of the
Pool Strip Rates of all Mortgage Loans corresponding to the Uncertificated REMIC
II 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
[TPW: NY05:7001006.8] 16069-00499 10/02/98 05:00PM
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Class A-7, Class A-13 and Class A-24 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-9, Class A-23 or Class A-25
Certificates) divided by the aggregate Initial Certificate Principal Balance or
Initial Notional Amount, as applicable, of all of the Certificates of the same
Class. With respect to a Class R Certificate, the interest in distributions to
be made with respect to such Class evidenced thereby, expressed as a percentage,
as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency in
its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits,
time deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than 365
days or a remaining maturity of more than 30 days) denominated in United
States dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof or
of any domestic branch of a foreign depository institution or trust
company; provided that the debt obligations of such depository institution
or trust company (or, if the only Rating Agency is Standard & Poor's, in
the case of the principal depository institution in a depository
institution holding company, debt obligations of the depository
institution holding company) at the date of acquisition thereof have been
rated by each Rating Agency in its highest short-term rating available;
and provided further that, if the only Rating Agency is Standard & Poor's
and if the depository or trust company is a principal subsidiary of a bank
holding company and the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be that of the bank holding
company; and, provided further that, if the original maturity of such
short-term obligations of a domestic branch of a foreign depository
institution or
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trust company shall exceed 30 days, the short-term rating of such
institution shall be A-1+ in the case of Standard & Poor's if Standard &
Poor's is the Rating Agency;
(iv) commercial paper and demand notes (having original maturities
of not more than 365 days) of any corporation incorporated under the laws
of the United States or any state thereof which on the date of acquisition
has been rated by each Rating Agency in its highest short-term rating
available; provided that such commercial paper or demand notes shall have
a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce the
rating assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency, as evidenced in
writing;
provided, however, 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 Fitch 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 F-1 by Fitch in the case of Fitch.
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.
Planned Principal Balance: With respect to each Class of PAC Certificates
and each Distribution Date, the amount set forth for such Class on such
Distribution Date on Exhibit R hereto.
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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) 6.75% per annum (but not less than 0.00% per
annum).
Prepayment Assumption: A prepayment assumption of 275% of the standard
prepayment assumption, used for determining the accrual of original issue
discount, 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 6.00% per annum rate of
prepayment thereafter for the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution Date
and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
(i) For any Distribution Date prior to the Distribution Date in
October 2003 (unless the Certificate Principal Balances of
the Class A Certificates, other than the Class A-24
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
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(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.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
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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
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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-25 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.
Random Lot: With respect to any Distribution Date, the method by which the
Depository will determine which Retail Lottery Certificates will be paid, using
its established random lot procedures or, if the Retail Lottery Certificates are
no longer represented by a Book-Entry Certificate, using the Trustee's
procedures.
Rating Agency: Fitch and Standard & Poor's with respect to the Class A,
and Class R Certificates and Fitch 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 the
Certificateholders up to the last day of the month in which the Cash Liquidation
(or REO Disposition) occurred on the Stated Principal Balance of such Mortgage
Loan (or REO Property) outstanding during each Due Period that such interest was
not paid or advanced, minus (iii) the proceeds, if any, received during the
month in which such Cash Liquidation (or REO Disposition) occurred, to the
extent applied as recoveries of interest at the Net Mortgage Rate and to
principal of the Mortgage Loan, net of the portion thereof reimbursable to the
Master Servicer or any Subservicer with respect to related Advances or expenses
as to which the Master Servicer or Subservicer is entitled to reimbursement
thereunder but which have not been previously reimbursed. With respect to each
Mortgage Loan which is the subject of a Servicing Modification: (i) to the
extent constituting a reduction of the principal balance of such Mortgage Loan,
the amount of such reduction; and (ii) to the extent constituting a reduction of
the interest rate borne by the Mortgage Note, and with respect to each
respective Monthly Payment (determined by taking into account such Servicing
Modification) the interest portion of which was reduced by such Servicing
Modification, including any Monthly Payment that was or would have
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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 I: 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.
REMIC I Certificates: The Class R-I Certificates.
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REMIC II: The segregated pool of assets consisting of the Uncertificated
REMIC I Regular Interests conveyed in trust to the Trustee for the benefit of
the holders of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class
A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class
A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19,
Class A-20, Class A-21, Class A-22, Class A-23, Class A-24, Class A- 25, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and R-II Certificates
pursuant to Section 2.06, with respect to which a separate REMIC election is to
be made.
REMIC II Certificates: Any of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A- 13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class A-23, Class
A-24, Class A-25, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3 and Class R-II Certificates.
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.
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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.
Retail Lottery Certificates: The Class A-19 Certificates.
Rounding Account: With respect of the Retail Lottery Certificates, the
account created and maintained pursuant to Section 4.09.
Rounding Amount: With respect to the Rounding Account, the amount of
funds, if any, needed to be withdrawn and used to round the amount of any
distributions in reduction of the Certificate Principal Balance of the Retail
Lottery Certificates upward to the next higher integral multiple of $1,000.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan consistent in all
material respects with those set forth in the Program Guide.
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.
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Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
October 1998 through
September 2003........................ 100%
October 2003 through
September 2004........................ Senior Percentage, plus 70% of the
Subordinate Percentage
October 2004 through
September 2005........................ Senior Percentage, plus 60% of the
Subordinate Percentage
October 2005 through
September 2006........................ Senior Percentage, plus 40% of the
Subordinate Percentage
October 2006 through
September 2007........................ Senior Percentage, plus 20% of the
Subordinate Percentage
October 2007 and
thereafter............................ Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans Delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans Delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans Delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Delivery Date are less than 10%, 15%, 20% or 30%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates and (ii) that for any Distribution
Date on which the Senior Percentage is greater than the Original Senior
Percentage, the Senior Accelerated
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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 Certificate
Principal Balance of the Class A-25 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-24 Certificates) immediately prior
to such Distribution Date and the denominator of which is the aggregate Stated
Principal Balance of all of the Mortgage Loans or related REO Properties (other
than the Discount Fraction of the Discount Mortgage Loans) immediately prior to
such Distribution Date.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to
be distributed to the Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
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Servicing 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).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$4,594,720 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 49.98% (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.
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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.
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.
Step Down Percentage: With respect to any Distribution Date occurring from
October 1998 through September 2003, 0%; with respect to any Distribution Date
occurring from October 2003 through September 2004, 30%; with respect to any
Distribution Date occurring from October 2004 through September 2005, 40%; with
respect to any Distribution Date occurring from October 2005 through September
2006, 60%; with respect to any Distribution Date occurring from October 2006
through September 2007, 80%; with respect to any Distribution Date occurring
from and after October 2007, 100%.
Subclass: With respect to the Class A-25 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-25 Certificates pursuant to Section 5.01(c).
Subclass Notional Amount: As of any Distribution Date, with respect to any
Subclass of the Class A-25 Certificates issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Subclass immediately
prior to such date.
Subordinate Percentage: As of any Distribution Date, 100% minus the Senior
Percentage as of such Distribution Date.
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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.
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Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan.
Targeted Principal Balances: With respect to the Class A-6 Certificates
and Class A-7 Certificates and each Distribution Date, the respective amount set
forth for such Certificates on such Distribution Date on Exhibit S hereto.
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 REMIC I and REMIC II due to their classification as REMICs under
the REMIC Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: REMIC I and REMIC II.
Uncertificated Accrued Interest: With respect to each Distribution Date,
(i) as to Uncertificated REMIC I Regular Interest P, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on the Class A-1, Class A-3, Class A-4, Class
A-5, Class A-8, Class A-12, Class A-22, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-II Certificates, if the Pass-Through Rate
on such Classes were equal to the Uncertificated Pass-Through Rate; (ii) as to
Uncertificated REMIC I Regular Interest Q, an amount equal to the aggregate
amount of Accrued Certificate Interest that would result under the terms of the
definition thereof on the Class A-11 Certificates, if the Pass-Through Rate on
such Class was equal to the Uncertificated Pass-Through Rate;(iii) as to
Uncertificated REMIC I Regular Interest S, an amount equal to the aggregate
amount of Accrued Certificate Interest that would result under the terms of the
definition thereof on the Class A-16 Certificates, if the Pass-Through Rate on
such Class was equal to the Uncertificated Pass-Through Rate; (iv) as to
Uncertificated REMIC I Regular Interest T, an amount equal to the
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aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on the Class A-10 Certificates, if the
Pass-Through Rate on such Class was equal to the Uncertificated Pass-Through
Rate; (v) as to Uncertificated REMIC I Regular Interest U, an amount equal to
the aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on the Class A-20 and Class A-21 Certificates,
if the Pass-Through Rate on such Classes were equal to the Uncertificated
Pass-Through Rate; (vi) as to Uncertificated REMIC I Regular Interest V, an
amount equal to the aggregate amount of Accrued Certificate Interest that would
result under the terms of the definition thereof on the Class A-6 and Class A-7
Certificates, if the Pass-Through Rate on such Classes were equal to the
Uncertificated Pass-Through Rate; (vii) as to Uncertificated REMIC I Regular
Interest W, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on the
Class A-2, Class A-13, Class A-14, Class A-15, Class A-17, Class A-18 and Class
A-19 Certificates, if the Pass-Through Rate on such Classes were equal to the
Uncertificated Pass-Through Rate; (viii) as to Uncertificated REMIC I Regular
Interest Y, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on the
Class A-24 Certificates, if the Pass-Through Rate on such Class were equal to
the Uncertificated Pass-Through Rate; and (ix) as to each Uncertificated REMIC I
Regular Interest Z, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof
on each such uncertificated interest, if the Pass-Through Rate on such
uncertificated interest were equal to the related Uncertificated Pass-Through
Rate and the notional amount of such uncertificated interest were equal to the
related Uncertificated Notional Amount, and any reduction in the amount of
Accrued Certificate Interest resulting from the allocation of Prepayment
Interest Shortfalls, Realized Losses or other amounts to the Class A-25
Certificateholders pursuant to Section 4.05 hereof shall be allocated to the
Uncertificated REMIC I Regular Interests Z 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
I Regular Interest Z, the aggregate Stated Principal Balance of the related
Mortgage Loan.
Uncertificated Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests P, Q, S, T, U, V, and W, 6.75%. With
respect to each Uncertificated REMIC I Regular Interest Y, 0%. With respect to
each Uncertificated REMIC I Regular Interest Z, the related Uncertificated REMIC
I Regular Interest Z Pool Strip Rate.
Uncertificated Principal Balance: With respect to each Uncertificated
REMIC I Regular Interest on any date of determination, $337,028,965.59 with
respect to Uncertificated REMIC I Regular Interest P, $7,645,000 with respect to
Uncertificated REMIC I Regular Interest Q, $9,675,000 with respect to
Uncertificated REMIC I Regular Interest S, $18,950,000 with respect to
Uncertificated REMIC I Regular Interest T, $2,194,000 with respect to
Uncertificated REMIC I Regular Interest U, $21,539,000 with respect to
Uncertificated REMIC I Regular Interest V, $18,620,000 with respect to
Uncertificated REMIC I Regular Interest W, $1,420,579 with
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respect to Uncertificated REMIC I Regular Interest Y, and $0.00 with respect to
each Uncertificated REMIC I Regular Interest Z, minus, with respect to each
Uncertificated REMIC I Regular Interest, the sum of (x) the aggregate of all
amounts previously deemed distributed with respect to such interest and applied
to reduce the Uncertificated Principal Balance thereof pursuant to Section
4.08(a)(ii) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses that were
previously deemed allocated to the Uncertificated Principal Balance of such
Uncertificated REMIC I Regular Interest pursuant to Section 4.08(d).
Uncertificated REMIC I Regular Interest P: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-1, Class A-3, Class A-4,
Class A-5, Class A-8, Class A-12, Class A-22, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates and the denominator
of which is the aggregate Certificate Principal Balance of all of the
Certificates, and which bears interest at a rate equal to 6.75% per annum.
Uncertificated REMIC I Regular Interest Q: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-11 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 6.75% per annum.
Uncertificated REMIC I Regular Interest S: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-16 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 6.75% per annum.
Uncertificated REMIC I Regular Interest T: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-10 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 6.75% per annum.
Uncertificated REMIC I Regular Interest U: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-20 and Class A-
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21 Certificates and the denominator of which is the aggregate Certificate
Principal Balance of all of the Certificates, and which bears interest at a rate
equal to 6.75% per annum.
Uncertificated REMIC I Regular Interest V: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-6 and Class A-7
Certificates and the denominator of which is the aggregate Certificate Principal
Balance of all of the Certificates, and which bears interest at a rate equal to
6.75% per annum.
Uncertificated REMIC I Regular Interest W: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-2, Class 13, Class 14,
Class A-15, Class A-17, Class A-18 and Class A-19 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which bears interest at a rate equal to 6.75% per annum.
Uncertificated REMIC I Regular Interest Y: An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-24 Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which does not bear interest.
Uncertificated REMIC I Regular Interests Z: The 1,312 uncertificated
partial undivided beneficial ownership interests in REMIC I, 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 respective
Uncertificated Notional Amount.
Uncertificated REMIC I Regular Interest Z Pool Strip Rates: With respect
to each Uncertificated REMIC I Regular Interest Z, the Pool Strip Rate for the
related Mortgage Loan.
Uncertificated REMIC I Regular Interests: Uncertificated REMIC I Regular
Interest P, Uncertificated REMIC I Regular Interest Q, Uncertificated REMIC I
Regular Interest S, Uncertificated REMIC I Regular Interest T, Uncertificated
REMIC I Regular Interest U, Uncertificated REMIC I Regular Interest V,
Uncertificated REMIC I Regular Interest W, Uncertificated REMIC I Regular
Interest Y and Uncertificated REMIC I Regular Interests Z.
Uncertificated REMIC I Regular Interest P Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest P for such
Distribution Date pursuant to Section 4.08(a).
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Uncertificated REMIC I Regular Interest Q Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Q for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest S Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest S for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest T Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest T for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest U Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest U for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest V Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest V for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest W Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest W for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Y Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Y for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interests Z Distribution Amounts: With
respect to any Distribution Date, the amounts deemed to be distributed on the
Uncertificated REMIC I Regular Interests Z for such Distribution Date pursuant
to Section 4.08(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: The
Uncertificated REMIC I Regular Interest P Distribution Amount, Uncertificated
REMIC I Regular Interest Q Distribution Amount, Uncertificated REMIC I Regular
Interest S Distribution Amount, Uncertificated REMIC I Regular Interest T
Distribution Amount, Uncertificated REMIC I Regular Interest U Distribution
Amount, Uncertificated REMIC I Regular Interest V Distribution Amount,
Uncertificated REMIC I Regular Interest W Distribution Amount, Uncertificated
REMIC I Regular Interest Y Distribution Amount and Uncertificated REMIC I
Regular Interests Z Distribution Amounts.
Uncertificated REMIC II Regular Interests: The uncertificated partial
undivided beneficial ownership interests in REMIC II, each of which has no
principal balance and which bears interest
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at a rate equal to the related Uncertificated REMIC I Regular Interest Z Pool
Strip Rate, based on the Uncertificated Notional Amount of the related
Uncertificated REMIC I Regular Interest Z.
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 or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any state thereof or the District of Columbia.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 96% of all of the Voting Rights shall be
allocated among Holders of Certificates, other than the Class A-9, Class A-23,
Class A-25 and Class R Certificates, in proportion to the outstanding
Certificate Principal Balances of their respective Certificates; 1% of all
Voting Rights shall be allocated to the Holders of the Class A-9 Certificates;
1% of all Voting Rights shall be allocated to the Holders of the Class A-23
Certificates, 1% of all Voting Rights shall be allocated to the Holders of the
Class A-25 Certificates (and any Subclass thereof); and 0.5% and 0.5% of all
Voting Rights shall be allocated among Holders of the Class R-I and Class R-II
Certificates, respectively, 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 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.
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and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed
in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of recording
thereof, evidencing the interest of the originator under the Security
Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in
the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an unbroken
chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company as
debtor and the Trustee as secured party, each
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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 2.01(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
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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 Sections
2.01(b)(II)(ii), (iv), (vii), (ix) and (x) 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 and the Uncertificated REMIC I Regular Interests as provided
for in this Section 2.01 be construed as a sale by the Company to the Trustee of
the Mortgage Loans and the Uncertificated REMIC I Regular Interests for the
benefit of the Certificateholders. Further, it is not intended that such
conveyance be deemed to be a pledge of the Mortgage Loans and the Uncertificated
REMIC I Regular Interests by the Company to the Trustee to secure a debt or
other obligation of the Company. However, in the event that the Mortgage Loans
and the Uncertificated REMIC I Regular Interests are held to be property of the
Company or of Residential Funding, or if for any reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans and the
Uncertificated REMIC I Regular Interests, then it is intended that (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyance
provided for in Section 2.01 shall be deemed to be (1) a grant by the Company to
the Trustee of a security interest in all of the Company's right (including the
power to convey title thereto), title and interest, whether now owned or
hereafter acquired, in and to (A) the Mortgage Loans, including (i) with respect
to each Cooperative Loan, the related Mortgage Note, Security Agreement,
Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative
Lease, any insurance policies and all other documents in the related Mortgage
File and (ii) with respect to each Mortgage Loan other than a Cooperative Loan,
the related Mortgage Note, the Mortgage, any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof and (C) the Uncertificated
REMIC I Regular Interests and (D) any and all general intangibles, accounts,
chattel paper, instruments, documents, money, deposit accounts, certificates of
deposit, goods, letters of credit, advices of credit and investment property,
consisting of, arising from or relating to any of the foregoing, and all
proceeds of the conversion,
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voluntary or involuntary, of the foregoing into cash, instruments, securities or
other property, including without limitation all amounts from time to time held
or invested in the Certificate Account or the Custodial Account, whether in the
form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents, goods, letters of credit, advices of credit, certificated
securities or chattel paper shall be deemed to be "possession by the secured
party," or possession by a purchaser for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including, without
limitation, Sections 9-115, 9-305, 8-102, 8-301, 8-501 and 8-503 thereof); and
(d) notifications to persons holding such property, and acknowledgments,
receipts or confirmations from persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, securities
intermediaries, bailees or agents of, or persons holding for, (as applicable)
the Trustee for the purpose of perfecting such security interest under
applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, the Uncertificated
REMIC I Regular Interests 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 and the Uncertificated REMIC I Regular
Interests 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, (3) any transfer of any interest of Residential Funding
or the Company in any Mortgage Loan or (4) any transfer of any interest of
Residential Funding or the Company in any Uncertificated REMIC I Regular
Interest.
(f) The Master Servicer hereby acknowledges the receipt by it of cash in
an amount equal to $332,794 (the "Initial Monthly Payment Fund"), representing
scheduled principal amortization and interest at the Net Mortgage Rate for the
Due Date in October 1998, for those Mortgage Loans for which the Trustee will
not be entitled to receive such payment. The Master
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Servicer shall hold such Initial Monthly Payment Fund in the Custodial Account
and shall include such Initial Monthly Payment Fund in the Available
Distribution Amount for the Distribution Date in October 1998. Notwithstanding
anything herein to the contrary, the Initial Monthly Payment Fund shall not be
an asset of REMIC I and REMIC II. 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 REMIC I or REMIC II, (2) it shall be
owned by the Seller and (3) amounts transferred by REMIC I or REMIC II 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 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 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
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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 REMIC I 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. Notwithstanding the foregoing,
it is understood and agreed that the Master Servicer shall use its best efforts
to substitute, within 60 days of the Closing Date, Qualified Substitute Mortgage
Loans to replace any of the Mortgage Loans identified on Schedule I hereto with
respect to which any document or documents constituting a part of the Mortgage
File are missing or defective in any material respect if the Master Servicer
cannot cure such omission or defect within such 60 day period.
Section 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
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instrument to which the Master Servicer is a party or which may be
applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
Federal, state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules and
requirements of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement
furnished in writing or report delivered to the Company, any Affiliate of
the Company or the Trustee by the Master Servicer will, to the knowledge
of the Master Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information, certificate,
statement or report not misleading; and
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and any
new Subservicing Agreements will comply with the provisions of Section
3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party
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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 the 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 30
years;
(iv) To the best of the Company's knowledge, if a Mortgage Loan is
secured by a Mortgaged Property with a Loan-to-Value Ratio at origination
in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance
Policy that insures (a) at least 30% of the principal balance of the
Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00%
and 90.01% and (b) at least 12% of such balance if the Loan-to-Value Ratio
is between 90.00% and 80.01%. To the best of the Company's knowledge, each
such Primary Insurance Policy is in full force and effect and the Trustee
is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to each
Rating Agency;
(vi) No more than 1.2% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area in California, and no more
than 1.0% of the Mortgage Loans by aggregate
[
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Stated Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area outside California; one of the
Mortgage Loans, representing approximately 0.03% of the Mortgage Loans by
aggregate Stated Principal Balance as of the Cut-off Date, is a
Cooperative Loan;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program or
by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage Loans
to the Trustee, the Company had good title to, and was the sole owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) None of the Mortgage Loans were underwritten under a reduced
loan documentation program requiring no income verification and no asset
verification;
(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 by aggregate Stated Principal Balance
as of the Cut-off Date 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
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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)(xii),
the party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of breach,
the Company shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Company shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. Any such substitution shall be effected by the Company
under the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and agreed that the
obligation of the Company to cure such breach or to so purchase or substitute
for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 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
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Mortgage Loan. Insofar as the Assignment Agreement or such Seller's Agreement
relates to the representations and warranties made by Residential Funding or the
related Seller in respect of such Mortgage Loan and any remedies provided
thereunder for any breach of such representations and warranties, such right,
title and interest may be enforced by the Master Servicer on behalf of the
Trustee and the Certificateholders. Upon the discovery by the Company, the
Master Servicer, the Trustee or any Custodian of a breach of any of the
representations and warranties made in a Seller's Agreement or the Assignment
Agreement (which, for purposes hereof, will be deemed to include any other cause
giving rise to a repurchase obligation under the Assignment Agreement) in
respect of any Mortgage Loan which materially and adversely affects the
interests of the Certificateholders in such Mortgage Loan, the party discovering
such breach shall give prompt written notice to the other parties (any Custodian
being so obligated under a Custodial Agreement). The Master Servicer shall
promptly notify the related Seller or Residential Funding, as the case may be,
of such breach and request that such Seller or Residential Funding, as the case
may be, either (i) cure such breach in all material respects within 90 days from
the date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that, in the case of a breach under the
Assignment Agreement, Residential Funding shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided that
if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
substitution must occur within 90 days from the date the breach was discovered.
In the event that Residential Funding elects to substitute a Qualified
Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this
Section 2.04, Residential Funding shall deliver to the Trustee for the benefit
of the Certificateholders with respect to such Qualified Substitute Mortgage
Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the
Mortgage in recordable form, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed as required by Section
2.01. No substitution will be made in any calendar month after the Determination
Date for such month. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution shall not be part of the Trust Fund
and will be retained by the Master Servicer and remitted by the Master Servicer
to Residential Funding on the next succeeding Distribution Date. For the month
of substitution, distributions to the Certificateholders will include the
Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter
Residential Funding shall be entitled to retain all amounts received in respect
of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be
amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a
Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of
the Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the substitution of the Qualified Substitute Mortgage Loan or Loans and the
Master Servicer shall deliver the amended Mortgage Loan Schedule, and, if the
Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of
Discount Fractions, to the Trustee. Upon such substitution, the Qualified
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement and the related Subservicing Agreement in all respects, the related
Seller shall be deemed to have made the representations and warranties with
respect to the Qualified Substitute
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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 Execution and Authentication of Certificates Evidencing Interests
in REMIC I 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 REMIC I, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
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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. Class R-I Certificates in authorized denominations which together
with the Uncertificated REMIC I Regular Interests, evidence ownership of REMIC
I. The rights of the Class R-I Certificateholders and REMIC II to receive
distributions from the proceeds of REMIC I in respect of the Class R-I
Certificates and the Uncertificated REMIC I Regular Interests, and all ownership
interests of the Class R-I Certificateholders and REMIC II in such
distributions, shall be as set forth in this Agreement.
Section Conveyance of Uncertificated REMIC I Regular Interests and
Uncertificated REMIC II Regular Interests; Acceptance by the
Trustee.
The Company, as of the Closing Date, and concurrently with the execution
and delivery hereof, does hereby assign without recourse all the right, title
and interest of the Company in and to the Uncertificated REMIC I Regular
Interests and Uncertificated REMIC II Regular Interests to the Trustee for the
benefit of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13,
Class A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class
A-20, Class A-21, Class A-22, Class A-23, Class A-24, Class A-25, Class M-1,
Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificateholders. The Trustee acknowledges receipt of the Uncertificated REMIC
I Regular Interests and the Uncertificated REMIC II Regular Interests and
declares that it holds and will hold the same in trust for the exclusive use and
benefit of all present and future Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class A-11,
Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17, Class
A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class A-23, Class A-24,
Class A-25, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and
Class R-II Certificateholders. The rights of the Class A-1, Class A-2, Class
A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class
A-10, Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16,
Class A-17, Class A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class
A-23, Class A-24, Class A-25, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class R-II Certificateholders to receive distributions from
the proceeds of REMIC II in respect of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10,
Class A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class
A-17, Class A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class A-23,
Class A-24, Class A-25, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2,
Class B-3 and Class R-II Certificates, and all ownership interests of the Class
A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class
A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14,
Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20, Class
A-21, Class A-22, Class A-23, Class A- 24, Class A-25, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificateholders in
such distributions, shall be as set forth in this Agreement.
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Section Issuance of Certificates Evidencing Interest in REMIC II.
The Trustee acknowledges the assignment to it of the Uncertificated REMIC
I Regular Interests and, concurrently therewith and in exchange therefor,
pursuant to the written request of the Company executed by an officer of the
Company, the Trustee has executed and caused to be authenticated and delivered
to or upon the order of the Company, the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11, Class A-12, Class A-13, Class A-14, Class A-15, Class A-16, Class A-17,
Class A-18, Class A-19, Class A-20, Class A-21, Class A-22, Class A-23, Class
A-24, Class A-25 (evidencing the entire beneficial interest in the
Uncertificated REMIC II Regular Interests), Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2, Class B-3 and Class R-II Certificates in authorized
denominations evidencing ownership of the entire REMIC II.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 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 rerecording 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 either REMIC I or REMIC II to fail to qualify as a
REMIC under the Code. The Trustee shall furnish the Master Servicer with any
powers of attorney and other documents necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. The Trustee shall
not be liable for any action taken by the Master Servicer or any Subservicer
pursuant to such powers of attorney. In servicing and administering any
Nonsubserviced Mortgage Loan, the Master Servicer shall, to the extent not
inconsistent with this Agreement, comply with the Program Guide as if it were
the originator of such Mortgage Loan and had retained the servicing rights and
obligations in respect thereof. In connection with servicing and administering
the Mortgage Loans, the Master Servicer and any Affiliate of the Master Servicer
(i) may perform services such as appraisals and brokerage services that are
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
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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 Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
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(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 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 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
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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 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 Assumption or Termination of Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 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.
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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;
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(ii) All payments on account of interest at the Adjusted Mortgage
Rate on the Mortgage Loans, including Buydown Funds, if any, and the
interest component of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for which an REO Disposition
has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any
related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited
in connection with the substitution of a Qualified Substitute Mortgage
Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section
3.07(c) or 3.21; and
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the 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
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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 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
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Fee accrues in the case of a Modified Mortgage Loan) on any Curtailment received
by such Subservicer in respect of a Mortgage Loan from the related Mortgagor
during any month that is to be applied by the Subservicer to reduce the unpaid
principal balance of the related Mortgage Loan as of the first day of such
month, from the date of application of such Curtailment to the first day of the
following month. Any amounts paid by a Subservicer pursuant to the preceding
sentence shall be for the benefit of the Master Servicer as additional servicing
compensation and shall be subject to its withdrawal or order from time to time
pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 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
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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 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);
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(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as interest
in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential
Funding, the Company or any other appropriate Person, as the case may be,
with respect to each Mortgage Loan or property acquired in respect thereof
that has been purchased or otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not required to
be distributed to the Certificateholders as of the date on which the
related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment of
the Master Servicer, default is reasonably foreseeable pursuant to Section
3.07(a), to the extent the amount of the Advance has been added to the
outstanding principal balance of the Mortgage Loan, or any Advance
reimbursable to the Master Servicer pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred by
and reimbursable to it or the Company pursuant to Sections 3.13, 3.14(c),
6.03, 10.01 or otherwise, or in connection with enforcing any repurchase,
substitution or indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii) above;
and
(x) to withdraw any amount deposited in the Custodial Account that
was not required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit
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therein attributable to the Mortgage Loans on any Certificate Account Deposit
Date succeeding the date of such determination. Such right of reimbursement in
respect of a Nonrecoverable Advance on any such Certificate Account Deposit Date
shall be limited to an amount not exceeding the portion of such advance
previously paid to the Certificateholders (and not theretofore reimbursed to the
Master Servicer or the related Subservicer).
Section 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
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Loans. Pursuant to Section 3.07, any Insurance Proceeds collected by or remitted
to the Master Servicer under any Primary Insurance Policies shall be deposited
in the Custodial Account, subject to withdrawal pursuant to Section 3.10.
Section 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,
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in which case the Master Servicer shall, in the event that there shall not have
been maintained on the related Mortgaged Property a policy complying with the
first sentence of this Section 3.12(a) and there shall have been a loss which
would have been covered by such policy, deposit in the Certificate Account the
amount not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and the Certificateholders, claims
under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 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
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Mortgage, the Master Servicer shall not be required to enforce the
due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale
clause to the extent set forth in Section 3.13(a), in any case in which a
Mortgaged Property is to be conveyed to a Person by a Mortgagor, and such Person
is to enter into an assumption or modification agreement or supplement to the
Mortgage Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both (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 either REMIC I or REMIC II 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.
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(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 neither REMIC I or REMIC II 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 Startup Day
would be imposed on such REMIC as a result thereof. Any fee collected by the
Master Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit 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 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
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Servicer is acting in connection with any such foreclosure or other conversion
in a manner that is consistent with the provisions of this Agreement. The Master
Servicer, however, shall not be required to expend its own funds or incur other
reimbursable charges in connection with any foreclosure, or attempted
foreclosure which is not completed, or towards the restoration of any property
unless it shall determine (i) that such restoration and/or foreclosure will
increase the proceeds of liquidation of the Mortgage Loan to Holders of
Certificates of one or more Classes after reimbursement to itself for such
expenses or charges and (ii) that such expenses or charges will be recoverable
to it through Liquidation Proceeds, Insurance Proceeds, or REO Proceeds
(respecting which it shall have priority for purposes of withdrawals from the
Custodial Account pursuant to Section 3.10, whether or not such expenses and
charges are actually recoverable from related Liquidation Proceeds, Insurance
Proceeds or REO Proceeds). In the event of a determination by the Master
Servicer pursuant to this Section 3.14(a), the Master Servicer shall be entitled
to reimbursement of such amounts pursuant to 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 REMIC
I 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
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shall (except as otherwise expressly provided herein) be considered to be an
Outstanding Mortgage Loan held in REMIC I 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 REMIC I 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 years after its acquisition by REMIC I for purposes of
Section 860G(a)(8) of the Code or, at the expense of the Trust Fund, the Trust
Fund, request, more than 60 days before the day on which the three-year grace
period would otherwise expire, an extension of the three-year grace period
unless the Master Servicer (subject to Section 10.01(f)) obtains for the Trustee
an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the
effect that the holding by REMIC I of such REO Property subsequent to such
three-year period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause REMIC I to fail to
qualify as a REMIC at any time that any Uncertificated REMIC I Regular Interests
are outstanding, in which case REMIC I 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 REMIC I shall be rented (or allowed to continue to be rented) or
otherwise used by or on behalf of REMIC I 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
REMIC I 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
REMIC I 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
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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 Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached hereto as Exhibit H 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
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and address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery. In the event of the
liquidation of a Mortgage Loan, the Trustee shall deliver the Request for
Release with respect thereto to the Master Servicer upon deposit of the related
Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 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.
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(d) The Master Servicer's right to receive servicing compensation may not
be transferred in whole or in part except in connection with the transfer of all
of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
Section 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 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
[TPW: NY05:7001006.8] 16069-00499 10/02/98 05:00PM
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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 Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 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
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performance by the Company or its designee. The Company shall not have any
responsibility or liability for any action or failure to act by the Master
Servicer and is not obligated to supervise the performance of the Master
Servicer under this Agreement or otherwise.
Section Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 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 Company shall remit to the Trustee on the Closing Date the
Interest Shortfall Deposit which shall be deposited into the Certificate
Account. On the first Distribution Date, the Available Distribution Amount (i)
will be increased by the Interest Shortfall Deposit and (ii) will be decreased
by the related Interest Reserve Amount. On each of the second through the
eleventh Distribution Dates, the Available Distribution Amount (i) will be
increased by the Interest Reserve Amount from the prior Distribution Date and
(ii) will be decreased by the Interest Reserve Amount for the current
Distribution Date. On the twelfth Distribution Date, the Available Distribution
Amount will be increased by the Interest Reserve Amount from the prior
Distribution Date.
(c) 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.
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Section Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master Servicer or a
Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share (A) with respect to each
Class of Certificates (other than any Subclass of the Class A-25 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-25 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-25 Certificates 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-25
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-25 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-24 Certificateholders, the Class A-24
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class A-24
Certificateholders) and Class R Certificateholders, in the priorities and
amounts set forth in Section 4.02(b)(ii) through (vii) 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:
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(1) the principal portion of each Monthly Payment due
during the related Due Period on each Outstanding Mortgage
Loan (other than the related Discount Fraction of the
principal portion of such payment with respect to a Discount
Mortgage Loan), whether or not received on or prior to the
related Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service
Reductions with respect to each Discount Mortgage Loan)
which together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or deemed
to have been so repurchased in accordance with Section
3.07(b)) pursuant to Section 2.02, 2.03, 2.04 or 4.07 and
the amount of any shortfall deposited in the Custodial
Account in connection with the substitution of a Deleted
Mortgage Loan pursuant to Section 2.03 or 2.04 during the
related Prepayment Period (other than the related Discount
Fraction of such Stated Principal Balance or shortfall with
respect to a Discount Mortgage Loan); and
(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
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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) if such Distribution Date is on or prior to the related
Accretion Termination Date, the Accrued Certificate Interest on
the Class A-8 Certificates that would otherwise be distributed to
such Certificates on such Distribution Date, to the extent added
to the Certificate Principal Balance of such Certificates on such
Distribution Date in accordance with Section 4.02(e) (the "Accrual
Distribution Amount");
(E) any Excess Subordinate Principal Amount for such
Distribution Date; and
(F) any amounts described in subsection (ii)(Y), clauses (A)
through (D) 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 (F) to
the extent that such amounts are not attributable to Realized
Losses which have been allocated to the Class M Certificates or
Class B Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any Advances
or Subservicer Advances previously made with respect to any Mortgage Loan
or REO Property which remain unreimbursed in whole or in part following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO
Property, minus any such Advances that were made with respect to
delinquencies that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-24 Collection Shortfalls for such
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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-24 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-24 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-24 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;
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(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-24 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-24 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-24 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates applied in reduction of the
Certificate Principal Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining after the
foregoing distributions, applied to reduce the Certificate Principal
Balances of such Class A 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
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(xvii) to the Class R-I 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-9, Class A-23 and Class A-25 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-24 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-24
Principal Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal portion
of each Monthly Payment on each Discount Mortgage Loan due during
the related Due Period, whether or not received on or prior to the
related Determination Date, minus the Discount Fraction of the
principal portion of any related Debt Service Reduction which
together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(B) the related Discount Fraction of the principal portion
of all unscheduled collections on each Discount Mortgage Loan
received during the preceding calendar month (other than amounts
received in connection with a Cash Liquidation or REO Disposition
of a Discount Mortgage Loan described in clause (C) below),
including Principal Prepayments in Full, Curtailments and
repurchases (including deemed repurchases under Section 3.07(b))
of Discount Mortgage Loans (or, in the case of a substitution of a
Deleted Mortgage Loan, the Discount Fraction of the amount of any
shortfall deposited in the Custodial Account in connection with
such substitution);
(C) in connection with the Cash Liquidation or REO
Disposition of a Discount Mortgage Loan that did not result in any
Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses or Extraordinary Losses, an
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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-24 Collection Shortfalls for
such Distribution Date and the amount of any Class A-24 Collection
Shortfalls remaining unpaid for all previous Distribution Dates,
but only to the extent of the Eligible Funds for such Distribution
Date;
(ii) an amount equal to the Accrual Distribution Amount shall be
distributed to the Class A-6 Certificates, Class A-7 Certificates and
Class A-8 Certificates with such amount to be allocated to such
Certificates in the manner and priority set forth in
4.02(b)(I)(iv)(A)(I)(a)(ii)(7) and (8) below;
(iii) the balance, if any, of the Senior Principal Distribution
Amount remaining after the distribution described in clause (ii) of
Section 4.02(b) above shall be distributed to the Class A-3 Certificates,
in reduction of the Certificate Principal Balances thereof, up to an
amount equal to the Lockout Distribution Amount, until such Certificate
Principal Balance has been reduced to zero;
(iv) the balance, if any, of the Senior Principal Distribution
Amount remaining after the distributions described in clauses (ii) and
(iii) above shall be distributed concurrently as follows:
(A) 89.4909656002% of the amount available for distribution
under this clause (iv) shall be distributed in the
following order of priority:
(i) first, concurrently, until the Certificate
Principal Balances of the Class R, Class A-1 and
Class A-5 Certificates have been reduced to zero:
(a) 71.0928028489% of the amount available for
distribution under this clause (iv)(A)(I)
shall be distributed concurrently as
follows:
(i) 83.4826448585% in the following order of
priority:
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(1) first, concurrently, to the Class R Certificates, on a pro rata basis,
until the Certificate Principal Balances thereof have been reduced to zero;
and
(2) second, to the Class A-1 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; and
(ii) 16.5173551415% in the following order of priority:
(1) first, to the Class A-10 Certificates, until the Certificate Principal
Balance thereof has been reduced to its Planned Principal Balance for
such Distribution Date;
(2) second, to the Class A-16 Certificates, until the Certificate
Principal Balance thereof has been reduced to its Planned Principal
Balance for such Distribution Date;
(3) third, to the Class A-11 Certificates, until the Certificate Principal
Balance thereof has been reduced to its Planned Principal Balance for
such Distribution Date;
(4) fourth, to the Class A-12 Certificates, until the Certificate
Principal Balance thereof has been reduced to its Planned Principal
Balance for such Distribution Date;
(5) fifth, concurrently, to the Class A-20 Certificates and Class A-21
Certificates on a pro rata basis, until the Certificate Principal
Balances thereof have been reduced to their
[
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respective Planned Principal Balances for such Distribution Date;
(6) sixth, to the Class A-22 Certificates, until the Certificate Principal
Balance thereof has been reduced to its Planned Principal Balance for
such Distribution Date;
(7) seventh, concurrently, to the Class A-6 Certificates and Class A-7
Certificates on a pro rata basis, until the Certificate Principal
Balances thereof have been reduced to their respective Targeted
Principal Balances for such Distribution Date;
(8) eighth, to the Class A-8 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero;
(9) ninth, concurrently, to the Class A-6 Certificates and Class A-7
Certificates on a pro rata basis (without regard to their respective
Targeted Principal Balances), until the Certificate Principal Balances
thereof have been reduced to zero;
(10) tenth, to the Class A-11 Certificates (without regard to its Planned
Principal Balance), until the Certificate Principal Balance thereof
has been reduced to zero;
(11) eleventh, to the Class A-12 Certificates (without regard to its
Planned Principal Balance), until the Certificate Principal Balance
thereof has been reduced to zero;
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(12) twelfth, concurrently, to the Class A- 20 Certificates and Class A-21
Certificates on a pro rata basis (without regard to their respective
Planned Principal Balances), until the Certificate Principal Balances
thereof have been reduced to zero;
(13) thirteenth, to the Class A-22 Certificates (without regard to its
Planned Principal Balance), until the Certificate Principal Balance
thereof has been reduced to zero;
(14) fourteenth, to the Class A-10 Certificates (without regard to its
Planned Principal Balance), until the Certificate Principal Balance
thereof has been reduced to zero; and
(15) fifteenth, to the Class A-16 Certificates (without regard to its
Planned Principal Balance), until the Certificate Principal Balance
thereof has been reduced to zero;
(b) 28.9071971511% of the amount available for distribution under this
clause (iv)(A)(I) shall be distributed in the following order of
priority:
(i) first, to the Class A-4 Certificates, until the Certificate Principal
Balance thereof has been reduced to zero; and
(ii) second, concurrently, until the Certificate Principal Balance of the
Class A-5 Certificates has been reduced to zero:
(1) 82.6771653543%, to the Class A-5 Certificates; and
(2) 17.3228346457% to the Class A-6, Class A-7, Class A-8, Class A-10,
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Class A-11, Class A-12, Class A-16, Class A-20, Class A-21 and Class A-22
Certificates in the order of priority set forth in clause
(iv)(A)(I)(a)(ii)(1) through (15) above; and
(II) second, concurrently, until the Certificate Principal Balances of the
Class A-2, Class A-13, Class A-14, Class A-15, Class A-17, Class A-18
and Class A-19 Certificates have been reduced to zero;
(a) 96.4285714286% of the amount available for distribution under this
clause (iv)(A)(II) shall be distributed in the following order of
priority:
(i) first, to the Class A-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(ii) second, to the Class A-18 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iii)third, to the Class A-14 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
(iv) fourth, concurrently, to the Class A-15, Class A-17 and Class
A-19 Certificates on a pro rata basis, until the Certificate
Principal Balances thereof have been reduced to zero; and
(b) 3.5714285714% of the amount available for
distribution under this clause (iv)(A)(II)
shall be distributed to the Class A-13
Certificates, until the Certificate
Principal Balance thereof has been reduced
to zero; and
(B) 10.5090343998% of the amount available for distribution
under this clause (iv) shall be distributed to the Class
A-6, Class A-7, Class A- 8, Class A-10, Class A-11,
Class A-12, Class A-16, Class A-20,
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Class A-21 and Class A-22 Certificates in the order of
priority set forth in clause (iv)(A)(I)(a)(ii)(1)
through (15) above; and
(v) the balance of the Senior Principal Distribution Amount
remaining after the distributions described in clause (iv) above shall be
distributed to the Class A-3 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-24
Certificates) will be disregarded, an amount equal to the Discount Fraction of
the principal portion of scheduled payments and unscheduled payments received or
advanced in respect of Discount Mortgage Loans will be distributed to the Class
A-24 Certificates, and the Senior Principal Distribution Amount will be
distributed among all Classes of Senior Certificates (other than the Class A-24
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.
(d) After reduction of the Certificate Principal Balances of the Class A
Certificates (other than the Class A-24 Certificates) to zero but prior to the
Credit Support Depletion Date, the Class A Certificates (other than the A-24
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-24 Certificates, Class M Certificates and Class B Certificates in each
case as described herein.
(e) On each Distribution Date prior to the Accretion Termination Date, an
amount equal to the Accrued Certificate Interest that would otherwise be
distributed on the Class A-8 Certificates shall be added to the Certificate
Principal Balance of such Certificates. On and after the Accretion Termination
Date, the entire amount of Accrued Certificate Interest on the Class A-8
Certificates for such Distribution Date shall be payable to the Holders of the
Class A-8 Certificates to the extent not required to reduce the Certificate
Principal Balance of the Class A-6 Certificates and Class A-7 Certificates to
their respective Targeted Principal Balances on such Accretion Termination Date;
provided that if the Accretion Termination Date is the Credit Support Depletion
Date, the entire amount of Accrued Certificate Interest on the Class A-8
Certificates for such Distribution Date will be paid to the Holders of the Class
A-8 Certificates. Any such Accrued Certificate Interest on the Class A-8
Certificates which is required to be paid to the holders of the Class A-6
Certificates and Class A-7 Certificates on the Accretion Termination Date will
be added to the Certificate Principal Balance of the Class A-8 Certificates in
the manner described in the first sentence of this Section 4.02(e).
(f) Notwithstanding the priorities relating to distributions of principal
on the Retail Lottery Certificates described above, on any Distribution Date,
distributions in respect of principal on the Retail Lottery Certificates will be
allocated among the Holders of the Retail Lottery Certificates as set forth in
Section 4.10. On each Distribution Date on which amounts are
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available for distributions in reduction of the Certificate Principal Balance of
the Retail Lottery Certificates the aggregate amount allocable to such
distributions will be rounded upward by the Rounding Amount. Such rounding will
be accomplished on the first Distribution Date on which distributions in
reduction of the Certificate Principal Balance of the Retail Lottery
Certificates are made by withdrawing from the Rounding Account the Rounding
Amount for deposit into the Certificate Account, and such Rounding Amount will
be added to the amount that is allocable for distributions in reduction of the
Certificate Principal Balance of the Retail Lottery Certificates. On each
succeeding Distribution Date on which distributions in reduction of the
Certificate Principal Balance of the Retail Lottery Certificates are made,
first, the aggregate amount available for distribution in reduction of the
Certificate Principal Balance of the Retail Lottery Certificates will be applied
to repay the Rounding Amount withdrawn from the Rounding Account on the prior
Distribution Date and then, the remainder of such allocable amount, if any, will
be similarly rounded upward through another withdrawal from the Rounding Account
and such determined Rounding Amount will be added to the amount that is
allocable for distributions in reduction of the Certificate Principal Balance of
the Retail Lottery Certificates. Any funds remaining in the Rounding Account
after the Certificate Principal Balance of the Retail Lottery Certificates is
reduced to zero shall be distributed to the Class R-I Certificateholders.
(g) 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.
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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-25 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-25 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.
(h) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. The Trustee and the Depository
shall be responsible for the allocation of the aggregate amount of distributions
in reduction of the Certificate Principal Balance of the Retail Lottery
Certificates as set forth in Section 4.10. 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.
(i) 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 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
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shall forward by mail to each Holder and the Company a statement setting forth
the following information as to each Class of Certificates to the extent
applicable:
(i) (a) the amount of such distribution to the Certificateholders
of such Class applied to reduce the Certificate Principal Balance thereof,
and (b) the aggregate amount included therein representing Principal
Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be distributable to
such Holders if there were sufficient funds available therefor, the amount
of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage
Loans after giving effect to the distribution of principal on such
Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class of
Certificates, and each of the Senior, Class M and Class B Percentages,
after giving effect to the amounts distributed on such Distribution Date,
separately identifying any reduction thereof due to Realized Losses other
than pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and Prepayment
Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Mortgage
Loans that are Delinquent (A)30-59 days, (B) 60-89 days and (C) 90 or more
days and the number and aggregate principal balance of Mortgage Loans that
are in foreclosure;
(ix) the number, aggregate principal balance and book value of any
REO Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid,
if any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy
Amount as of the close of business on such Distribution Date and a
description of any change in the calculation of such amounts;
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(xii) the weighted average Pool Strip Rate for such Distribution
Date and the Pass-Through Rate on the Class A-25 Certificates and each
Subclass, if any, thereof;
(xiii) the occurrence of the Credit Support Depletion Date and the
Accretion Termination 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;
(xix) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution Date;
(xx) each Notional Amount and Subclass Notional Amount; and
(xxi) Interest Reserve Amount.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(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.
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(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 Distribution of Reports to the Trustee and the Company; Advances
by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding
each Determination Date, the Master Servicer shall furnish a written statement
to the Trustee, any Paying Agent and the Company (the information in such
statement to be made available to Certificateholders by the Master Servicer on
request) setting forth (i) the Available Distribution Amount and (ii) the
amounts required to be withdrawn from the Custodial Account and deposited into
the Certificate Account on the immediately succeeding Certificate Account
Deposit Date pursuant to clause (iii) of Section 4.01(a). The determination by
the Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future
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Distribution so used shall be replaced by the Master Servicer by deposit in the
Certificate Account on or before 11:00 A.M. New York time on any future
Certificate Account Deposit Date to the extent that funds attributable to the
Mortgage Loans that are available in the Custodial Account for deposit in the
Certificate Account on such Certificate Account Deposit Date shall be less than
payments to Certificateholders required to be made on the following Distribution
Date. The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the Advance
made by the Master Servicer pursuant to this Section 4.04. The amount of any
reimbursement pursuant to Section 4.02(a)(iii) in respect of outstanding
Advances on any Distribution Date shall be allocated to specific Monthly
Payments due but delinquent for previous Due Periods, which allocation shall be
made, to the extent practicable, to Monthly Payments which have been delinquent
for the longest period of time. Such allocations shall be conclusive for
purposes of reimbursement to the Master Servicer from recoveries on related
Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 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
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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-24 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-24 Certificates) and 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-24
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-24 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-24 Certificates), Class M, Class B and Class R Certificates on a pro rata
basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss; provided that (i) in determining the
Certificate Principal Balance of the Class A-8 Certificates for the purpose of
allocating any portion of a Realized Loss thereto, the Certificate Principal
Balance of the Class A-8 Certificates shall be deemed to be equal to the lesser
of (a) the original Certificate Principal Balance of such Certificate and (b)
the Certificate Principal Balance of such Certificate prior to giving effect to
distributions to be made on such Distribution Date. 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
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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-25
Certificates) evidenced thereby. All Realized Losses and all other losses
allocated to the Class A-25 Certificates hereunder will be allocated to the
Class A-25 Certificates and, if any Subclasses of the Class A-25 Certificates
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 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 Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or more,
the Master Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time the Master Servicer makes
a payment to the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, the Trustee, REMIC I or REMIC
II which 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
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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 Distributions on the Uncertificated REMIC I.
(a) On each Distribution Date the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC I Regular
Interests, the Uncertificated REMIC I Regular Interest Distribution Amounts in
the following order of priority, in each case to the extent of the Available
Distribution Amount reduced by distributions made to the Class R-I Certificates
pursuant to Section 4.02(a):
(i) Uncertificated Accrued Interest on the Uncertificated REMIC I
Regular Interests for such Distribution Date, plus any Uncertificated
Accrued Interest thereon remaining unpaid from any previous Distribution
Date; and
(ii) In accordance with the priority set forth in Section 4.08(b),
an amount equal to the sum of (A) the amounts distributable as principal
on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-8, Class A-10, Class A-11, Class A-12, Class A-13, Class A-14,
Class A-15, Class A-16, Class A-17, Class A-18, Class A-19, Class A-20,
Class A-22, Class A-24, Class M-1, Class M-2, Class M-3, Class B-1, Class
B-2, Class B-3 and Class R-II Certificates under Section 4.02, as
allocated thereto pursuant to Section 4.02(b).
(b) The amount described in Section 4.08(a)(ii) shall be deemed
distributed to (i) Uncertificated REMIC I Regular Interest P,(ii) Uncertificated
REMIC I Regular Interest Q, (iii) Uncertificated REMIC I Regular Interest S,
(iv) Uncertificated REMIC I Regular Interest T, (v) Uncertificated REMIC I
Regular Interest U, (vi) Uncertificated REMIC I Regular Interest V, (vii)
Uncertificated REMIC I Regular Interest W, and (viii) Uncertificated REMIC I
Regular Interest Y, respectively, with the amount to be distributed allocated
among such interests in accordance with the priority assigned to the (i) Class
A-1, Class A-3, Class A-4, Class A-5, Class A-8, Class A-12, Class A-22, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates, (ii) Class A-11 Certificates, (iii) Class A-16 Certificates, (iv)
Class A-10 Certificates, (v) Class A-20 and Class A-21 Certificates, (vi) Class
A-6 and Class A-7 Certificates, (vii) Class A-2, Class A-13, Class A-14, Class
A-15, Class A-17, Class A-18 and Class A-19 and (viii) Class A-24 Certificates
respectively, under Section 4.02(b) until the Uncertificated Principal Balance
of each such interest is reduced to zero.
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(c) The portion of the Uncertificated REMIC I Regular Interest
Distribution Amounts described in Section 4.08(a)(ii) shall be deemed
distributed by REMIC I to REMIC II in accordance with the priority assigned to
the REMIC II Certificates relative to that assigned to the REMIC I Certificates
under Section 4.02(b).
(d) In determining from time to time the Uncertificated REMIC I
Regular Interest P Distribution Amount, the Uncertificated REMIC I Regular
Interest Q Distribution Amount, the Uncertificated REMIC I Regular Interest S
Distribution Amount, the Uncertificated REMIC I Regular Interest T Distribution
Amount, the Uncertificated REMIC I Regular Interest U Distribution Amount,
Uncertificated REMIC I Regular Interest V Distribution Amount, the
Uncertificated REMIC I Regular Interest W Distribution Amount, Uncertificated
REMIC I Regular Interest Y Distribution Amount and Uncertificated REMIC I
Regular Interests Z Distribution Amounts, Realized Losses allocated to the Class
A-1, Class A-3, Class A-4, Class A-5, Class A-8, Class A-12, Class A-22, Class
M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest P, Realized Losses allocated to the Class A-11
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest Q, Realized Losses allocated to the Class A-16
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest S, Realized Losses allocated to the Class A-10
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest T, Realized Losses allocated to the Class A-20 and
Class A-21 Certificates under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest U, Realized Losses allocated to the
Class A-6 and Class A-7 Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest V, Realized Losses
allocated to the Class A-2, Class A-13, Class A-14, Class A-15, Class A-17,
Class A-18 and Class A-19 Certificates under Section 4.05 shall be deemed
allocated to Uncertificated REMIC I Regular Interest W, and Realized Losses
allocated to the Class A-24 under Section 4.05 shall be deemed allocated to
Uncertificated REMIC I Regular Interest Y on a pro rata basis based on
Uncertificated Accrued Interest for the related Distribution Date.
(e) On each Distribution Date the Trustee shall be deemed to
distribute from REMIC II, in the priority set forth in Sections 4.02(a) and (b),
to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-8, Class A-9, Class A-10, Class A-11, Class A-12, Class A-13, Class
A-14, Class A-15, Class A-16, Class A-17, Class A-18, Class A- 19, Class A-20,
Class A-21, Class A-22, Class A-23, Class A-24, Uncertificated REMIC II Regular
Interests, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and
Class R-II Certificates the amounts distributable thereon, from the
Uncertificated REMIC I Regular Interest Distribution Amounts deemed to have been
received by REMIC II from REMIC I under this Section 4.08. The amount deemed
distributable hereunder with respect to the Class A-25 Certificates shall equal
100% of the amounts payable with respect to the Uncertificated REMIC II Regular
Interests.
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(f) Notwithstanding the deemed distributions on the Uncertificated
REMIC I Regular Interests described in this Section 4.08, distributions of funds
from the Certificate Account shall be made only in accordance with Section 4.02.
Section 4.09. Rounding Account.
No later than the Closing Date, the Trustee will establish and maintain
with itself a segregated trust account that is a non-interest bearing Eligible
Account, which shall be titled "Rounding Account, The First National Bank of
Chicago, as trustee for the registered holders of Residential Funding Mortgage
Securities I, Inc., Mortgage Pass-Through Certificates, Series 1998-S21, Class
A-19." On the Closing Date, Donaldson Lufkin & Jenrette Securities Corporation,
as underwriter, shall deposit with the Trustee, and the Trustee shall deposit
into the Rounding Account, cash in an amount equal to $999.99. The Trust shall
not invest or cause the investment of funds held in the Rounding Account in
Permitted Investments.
The Trustee on each Distribution Date shall, based upon information
provided by the Master Servicer for the related Distribution Date, withdraw
funds from the Rounding Account to pay to the holders of the Retail Lottery
Certificates pursuant to Section 4.02(h) the Rounding Amount. In addition, the
Trustee on each Distribution Date shall, based upon information provided by the
Master Servicer for the related Distribution Date, withdraw funds from the
Certificate Account to repay to the Rounding Account the Rounding Amount from
the prior Distribution Date as contemplated in Section 4.02(h).
Section 4.10. Principal Distributions on the Retail Lottery Certificates.
Distributions in reduction of the Certificate Principal Balance of the
Retail Lottery Certificates will be made in integral multiples of $1,000 at the
request of the appropriate representatives of Deceased Owners of Retail Lottery
Certificates and at the request of Living Owners of Retail Lottery Certificates
or by mandatory distributions by Random Lot, pursuant to clauses (a) and (d)
below, or on a pro rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the
Certificate Principal Balance of the Retail Lottery Certificates are made, such
distributions will be made in the following priority:
(i) any request by the personal representatives of a Deceased Owner
or by a surviving tenant by the entirety, by a surviving joint tenant or by a
surviving tenant in common, but not exceeding an aggregate amount of $100,000
per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate
amount of $10,000 per request.
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Thereafter, distributions will be made, with respect to the Retail Lottery
Certificates, as provided in clauses (i) and (ii) above up to a second $100,000
and $10,000, respectively. This sequence of priorities will be repeated for each
request for principal distributions made by the Certificate Owners of the Retail
Lottery Certificates until all such requests have been honored.
Requests for distributions in reduction of the Certificate Principal
Balance of the Retail Lottery Certificates presented on behalf of Deceased
Owners in accordance with the provisions of clause (i) above will be accepted in
order of their receipt by the Depository. Requests for distributions in
reduction of the Certificate Principal Balance of the Retail Lottery
Certificates presented in accordance with the provisions of clause (ii) above
will be accepted in the order of their receipt by the Depository after all
requests presented in accordance with clause (i) have been honored. All requests
for distributions in reduction of the Certificate Principal Balance of the
Retail Lottery Certificates will be accepted in accordance with the provisions
set forth in Section 4.10(c). All requests for distributions in reduction of the
Certificate Principal Balance of the Retail Lottery Certificates with respect to
any Distribution Date must be received by the Depository and forwarded to, and
received by, the Trustee no later than the close of business on the related
Record Date. Requests for distributions that are received by the Depository and
forwarded to the Trustee after the related Record Date and requests, in either
case, for distributions not accepted with respect to any Distribution Date, will
be treated as requests for distributions in reduction of the Certificate
Principal Balance of Retail Lottery Certificates on the next succeeding
Distribution Date, and each succeeding Distribution Date thereafter, until such
request is accepted or is withdrawn as provided in Section 4.10(c). Such
requests as are not so withdrawn shall retain their order of priority without
the need for any further action on the part of the appropriate Certificate Owner
of the related Retail Lottery Certificate, all in accordance with the procedures
of the Depository and the Trustee. Upon the transfer of the beneficial ownership
of any Retail Lottery Certificate, any distribution request previously submitted
with respect to such Certificate will be deemed to have been withdrawn only upon
the receipt by the Trustee on or before the Record Date for such Distribution
Date of notification of such withdrawal in the manner set forth in Section
4.10(c) using a form required by the Depository.
Distributions in reduction of the Certificate Principal Balance of the
Retail Lottery Certificates will be applied in an amount equal to the Senior
Principal Distribution Amount allocable to such Class pursuant to Section
4.02(b), plus any amounts available for distribution from the Rounding Account
established as provided in Section 4.09, provided that the aggregate
distribution in reduction of the Certificate Principal Balance of the Retail
Lottery Certificates on any Distribution Date shall be made in an integral
multiple of $1,000.
To the extent that the portion of the Senior Principal Distribution Amount
allocable to distributions in reduction of the Certificate Principal Balance of
the Retail Lottery Certificates on any Distribution Date exceeds the aggregate
Certificate Principal Balance of Retail Lottery Certificates with respect to
which distribution requests, as set forth above, have been received (plus any
amounts required to be distributed pursuant to the Rounding Account),
distributions in
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reduction of the Certificate Principal Balance of the Retail Lottery
Certificates will be made by mandatory distribution pursuant to Section 4.10(c).
(b) A Retail Lottery Certificate shall be deemed to be held by a Deceased
Owner for purposes of this Section 4.10 if the death of the Certificate Owner
thereof is deemed to have occurred. Retail Lottery Certificates beneficially
owned by tenants by the entirety, joint tenants or tenants in common will be
considered to be beneficially owned by a single owner. The death of a tenant by
the entirety, joint tenant or tenant in common will be deemed to be the death of
the Certificate Owner, and the Retail Lottery Certificates so beneficially owned
will be eligible for priority with respect to distributions in reduction of the
Certificate Principal Balance thereof, subject to the limitations stated above.
Retail Lottery Certificates beneficially owned by a trust will be considered to
be beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Certificate Owners of a number of
Individual Retail Lottery Certificates of which such trust is the owner. The
death of a beneficiary of a trust will be deemed to be the death of a
Certificate Owner of the Retail Lottery Certificates, as applicable, owned by
the trust to the extent of such beneficiary's beneficial interest in such trust.
The death of an individual who was a tenant by the entirety, joint tenant or
tenant in common in a tenancy which is the beneficiary of a trust will be deemed
to be the death of the beneficiary of such trust. The death of a person who,
during his or her lifetime, was entitled to substantially all of the beneficial
ownership interests in Individual Retail Lottery Certificates will be deemed to
be the death of the Certificate Owner of such Retail Lottery Certificates
regardless of the registration of ownership, if such beneficial interest can be
established to the satisfaction of the Trustee. Such beneficial interest will be
deemed to exist in typical cases of street name or nominee ownership, ownership
by a trustee, ownership under the Uniform Gifts to Minors Act and community
property or other joint ownership arrangements between a husband and wife.
Certificate interests shall include the power to sell, transfer or otherwise
dispose of an Retail Lottery Certificate and the right to receive the proceeds
therefrom, as well as interest and distributions in reduction of the Certificate
Principal Balance of the Retail Lottery Certificates, as applicable, payable
with respect thereto. The Trustee shall not be under any duty to determine
independently by the occurrence of the death of any deceased Certificate Owner.
The Trustee may rely entirely upon documentation delivered to it pursuant to
Section 4.10(c) in establishing the eligibility of any Certificate Owner to
receive the priority accorded Deceased Owners in Section 4.10(a).
(c) Requests for distributions in reduction of the Certificate Principal
Balance of Retail Lottery Certificates must be made by delivering a written
request therefor to the Depository Participant or Indirect Depository
Participant that maintains the account evidencing such Certificate Owner's
interest in Retail Lottery Certificates. In the case of a request on behalf of a
Deceased Owner, appropriate evidence of death and any tax waivers are required
to be forwarded to the Trustee under separate cover. The Depository Participant
should in turn make the request of the Depository (or, in the case of an
Indirect Depository Participant, such Indirect Depository Participant must
notify the related Depository Participant of such request, which Depository
Participant should make the request of the Depository) on a form required by the
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Depository and provided to the Depository Participant. Upon receipt of such
request, the Depository will date and time stamp such request and forward such
request to the Trustee. The Depository may establish such procedures as it deems
fair and equitable to establish the order of receipt of requests for such
distributions received by it on the same day. None of the Company, Master
Servicer or the Trustee shall be liable for any delay in delivery of requests
for distributions or withdrawals of such requests by the Depository, a
Depository Participant or any Indirect Depository Participant.
The Trustee shall maintain a list of those Depository Participants
representing the appropriate Certificate Owners of Retail Lottery Certificates
that have submitted requests for distributions in reduction of the Certificate
Principal Balance of Retail Lottery Certificates, together with the order of
receipt and the amounts of such requests. The Depository will honor requests for
distributions in the order of their receipt (subject to the priorities described
in Section 4.10(a) above). The Trustee shall notify the Depository as to which
requests should be honored on each Distribution Date at least three Business
Days prior to such Distribution Date based on the report received by the Trustee
pursuant to Section 4.04 and shall notify the Depository as to the amount of the
Senior Principal Distribution amount to be distributed to the Retail Lottery
Certificates by Random Lot pursuant to Section 4.10(d). Requests shall be
honored by the Depository in accordance with the procedures, and subject to the
priorities and limitations, described in this Section 4.10. The exact procedures
to be followed by the Trustee and the Depository for purposes of determining
such priorities and limitations will be those established from time to time by
the Trustee or the Depository, as the case may be. The decisions of the Trustee
and the Depository concerning such matters will be final and binding on all
affected persons.
Individual Retail Lottery Certificates that have been accepted for a
distribution shall be due and payable on the applicable Distribution Date. Such
Certificates shall cease to bear interest after the last day of the month
preceding the month in which such Distribution Date occurs.
Any Certificate Owner of a Retail Lottery Certificate that has requested
a distribution may withdraw its request prior to the Record Date for the next
Distribution Date by so notifying in writing the Depository Participant or
Indirect Depository Participant that maintains such Certificate Owner's account.
In the event that such account is maintained by an Indirect Depository
Participant, such Indirect Depository Participant must notify the related
Depository Participant which in turn must forward the withdrawal of such
request, on a form required by the Depository, to the Trustee. If such notice of
withdrawal of a request for distribution has not been received by the Depository
and forwarded to the Trustee on or before the Record Date for the next
Distribution Date, the previously made request for distribution will be
irrevocable with respect to the making of distributions in reduction of the
Certificate Principal Balance of the Retail Lottery Certificates on such
Distribution Date.
In the event any requests for distributions in reduction of the
Certificate Principal Balance of the Retail Lottery Certificates are rejected by
the Trustee for failure to comply with the
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requirements of this Section 4.10, the Trustee shall return such request to the
appropriate Depository Participant with a copy to the Depository with an
explanation as to the reason for such rejection.
(d) To the extent, if any, that distributions in reduction of the
Certificate Principal Balance of the Retail Lottery Certificates on a
Distribution Date exceed the outstanding Certificate Principal Balance of Retail
Lottery Certificates with respect to which distribution requests have been
received by the related Record Date, as provided in Section 4.10(a) above, the
additional distributions in reduction of the Certificate Principal Balance of
the Retail Lottery Certificates will be made by mandatory distributions in
reduction thereof. Such mandatory distributions on Individual Retail Lottery
Certificates will be made by Random Lot in accordance with the then-applicable
Random Lot procedures of the Depository, the Depository Participants and the
Indirect Depository Participants representing the Certificate Owners; provided
however, that, if after the distribution in reduction of the Certificate
Principal Balance of the Retail Lottery Certificates on the next succeeding
Distribution Date on which mandatory distributions are to be made, the
Certificate Principal Balance of the Retail Lottery Certificates would not be
reduced to zero, the Individual Retail Lottery Certificates to which such
distributions will be applied shall be selected by the Depository from those
Retail Lottery Certificates not otherwise receiving distributions in reduction
of the Certificate Principal Balance on such Distribution Date. The Trustee
shall notify the Depository of the aggregate amount of the mandatory
distribution in reduction of the Certificate Principal Balance of the Retail
Lottery Certificates to be made on the next Distribution Date as required by the
letter of representations (the "Letter of Representations") dated the Business
Day immediately preceding the Closing Date among the Company, the Trustee and
the Depository. The Depository shall then allocate such aggregate amount among
its Depository Participants on a Random Lot basis. Each Depository Participant
and, in turn, each Indirect Depository Participant will then select, in
accordance with its own procedures, Individual Retail Lottery Certificates from
among those held in its accounts to receive mandatory distributions in reduction
of the Certificate Principal Balance of the Retail Lottery Certificates, such
that the total amount so selected is equal to the aggregate amount of such
mandatory distributions allocated to such Depository Participant by the
Depository and to such Indirect Depository Participant by its related Depository
Participant, as the case may be. Depository Participants and Indirect Depository
Participants that hold Retail Lottery Certificates selected for mandatory
distributions in reduction of the Certificate Principal Balance thereof are
required to provide notice of such mandatory distributions to the affected
Certificate Owners. The Master Servicer agrees to notify the Trustee of the
amount of distributions in reduction of the Certificate Principal Balance of the
Retail Lottery Certificates to be made on each Distribution Date in a timely
manner such that the Trustee may notify the Depository as required by the Letter
of Representations.
(e) Notwithstanding any provisions herein to the contrary, on each
Distribution Date following the first Distribution Date on which any Realized
Losses are allocated to the Retail Lottery Certificates, distributions in
reduction of the Certificate Principal Balance of the Retail Lottery
Certificates will be made pro rata among the Certificate Owners of the Retail
Lottery
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Certificates and will not be made in integral multiples of $1,000 nor pursuant
to requests for distribution as permitted by this Section 4.10 or mandatory
distributions by Random Lot.
(f) In the event that Definitive Certificates representing the Retail
Lottery Certificates are issued pursuant to Section 5.01, an amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which distributions in
reduction of the Certificate Principal Balance of the Retail Lottery
Certificates are to be made; provided that such procedures shall be consistent,
to the extent practicable and customary for certificates similar to the Retail
Lottery Certificates, with the provisions of this Section 4.10.
Section 4.11. Compliance with Withholding Requirements.
Notwithstanding any other provision of this Agreement, the Trustee
or any Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original issue discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholders pursuant to the terms of such requirements.
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ARTICLE V
THE CERTIFICATES
SectioThe 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 Certificates, other than the Class A-2, Class A-9, Class A-14,
Class A-15, Class A-17, Class A-18, Class A-19, Class A-23, Class A-25
Certificates and Class R Certificates, shall be issuable in minimum dollar
denominations of $25,000 (or $250,000 in the case of the Class M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates) and integral multiples of $1
(or $1,000 in the case of the Class A-24, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that one
Certificate of each of the Class A-24, 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-24 $25,578.87
Class M-1 $25,500.00
Class M-2 $250,200.00
Class M-3 $250,300.00
Class B-1 $250,300.00
Class B-2 $ 250,200.00
Class B-3 $250,406.59
The Class A-2, Class A-9, Class A-14, Class A-15, Class A-17, Class A-18
and Class A-19 Certificates will be issued in minimum denominations of $1,000
and integral multiples of $1,000 in excess thereof. The Class A-25 Certificates
and the Class R Certificates shall be issuable in minimum denominations of not
less than a 20% Percentage Interest (except as provided in Section 5.01(c) with
respect to the Class A-25 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-25
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
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authentication and delivery of such Certificate or did not hold such offices at
the date of such Certificates. No Certificate shall be entitled to any benefit
under this Agreement, or be valid for any purpose, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Certificate Registrar by manual signature, and such
certificate upon any Certificate shall be conclusive evidence, and the only
evidence, that such Certificate has been duly authenticated and delivered
hereunder. All Certificates shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-24 and Class A-25
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 Certificate Owners
shall hold their respective Ownership Interests in and to each of the Class A
Certificates, other than the Class A- 24 Certificates and Class A-25
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
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registration instructions from the Depository for registration of transfer, the
Trustee shall issue the Definitive Certificates. Neither the Company, the Master
Servicer nor the Trustee shall be liable for any actions taken by the Depository
or its nominee, including, without limitation, any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Certificates all references
herein to obligations imposed upon or to be performed by the Company in
connection with the issuance of the Definitive Certificates pursuant to this
Section 5.01 shall be deemed to be imposed upon and performed by the Trustee,
and the Trustee and the Master Servicer shall recognize the Holders of the
Definitive Certificates as Certificateholders hereunder.
(c) From time to time Residential Funding, as the initial Holder of the
Class A-25 Certificates, may exchange such Holder's Class A-25 Certificates for
Subclasses of Class A-25 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-25 Certificates so surrendered for exchange. Any Subclass so issued
shall bear a numerical designation commencing with Class A-25-1 and continuing
sequentially thereafter, and will evidence ownership of the Uncertificated REMIC
II Regular Interest or Interests specified in writing by such initial Holder to
the Trustee. The Trustee may conclusively, without any independent verification,
rely on, and shall be protected in relying on, Residential Funding's
determinations of the Uncertificated REMIC II Regular Interests corresponding to
any Subclass, the initial Class A-25 Subclass Notional Amount and the initial
Pass-Through Rate on a Subclass as set forth in such Request for Exchange and
the Trustee shall have no duty to determine if any Uncertificated REMIC II
Regular Interest designated on a Request for Exchange corresponds to a Subclass
which has previously been issued. Each Subclass so issued shall be substantially
in the form set forth in Exhibit A and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication and
delivery in accordance with Section 5.01(a). Every Certificate presented or
surrendered for 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 initial Holder thereof or his attorney duly
authorized in writing. The Certificates of any Subclass of Class A-25
Certificates may be transferred in whole, but not in part, in accordance with
the provisions of Section 5.02.
Section 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
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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 other
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 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 (except that, if such transfer is made by the Company or the
Master Servicer or an Affiliate thereof, the Company or the Master Servicer
shall provide such Opinion of Counsel at their own expense); provided that such
Opinion of Counsel will not be required in connection with the initial transfer
of any such Certificate by the Company or any Affiliate thereof to the Company
or any 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
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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.
(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-1 (with respect to any Class B Certificate), Exhibit
J-2 (with respect to any Class M 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
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rights of each Person acquiring any Ownership Interest in a Class R Certificate
are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as a
Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require delivery to
it, and shall not register the Transfer of any Class R Certificate until
its receipt of, (i) an affidavit and agreement (a "Transfer Affidavit and
Agreement," in the form attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it is a Permitted
Transferee, that it is not acquiring its Ownership Interest in the Class R
Certificate that is the subject of the proposed Transfer as a nominee,
trustee or agent for any Person who is not a Permitted Transferee, that
for so long as it retains its Ownership Interest in a Class R Certificate,
it will endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(f) and agrees to be bound by
them, and (II) a certificate, in the form attached hereto as Exhibit I-2,
from the Holder wishing to transfer the Class R Certificate, in form and
substance satisfactory to the Master Servicer, representing and
warranting, among other things, that no purpose of the proposed Transfer
is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement has
actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R Certificate
to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit and
Agreement from any other Person to whom such Person attempts to transfer
its Ownership Interest in a Class R Certificate and (y) not to transfer
its Ownership Interest unless it provides a certificate to the Trustee in
the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary Treasury
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."
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(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 Persons other than Permitted Transferees are prohibited.
(iii) (A) If any Person other than a Permitted Transferee shall become a
holder of a Class R Certificate, then the last preceding Permitted Transferee
shall be restored, to the extent permitted by law, to all rights and obligations
as Holder thereof retroactive to the date of registration of such Transfer of
such Class R Certificate. If a Non-United States Person shall become a holder of
a Class R Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulation Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not permitted
by this Section 5.02(f) or for making any payments due on such Certificate to
the holder thereof or for taking any other action with respect to such holder
under the provisions of this Agreement.
(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
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of any regulated investment company, real estate investment trust, common trust
fund, partnership, trust, estate or organization described in Section 1381 of
the Code that holds an Ownership Interest in a Class R Certificate having as
among its record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such information may be
required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to this clause
(v) may be modified, added to or eliminated, provided that there shall have been
delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions will
not cause such Rating Agency to downgrade its then-current ratings, if
any, of any Class of the Class A, Class M, Class B or Class R Certificates
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency; and
(B) subject to Section 10.01(f), a certificate of the Master
Servicer stating that the Master Servicer has received an Opinion of
Counsel), in form and substance satisfactory to the Master Servicer, to
the effect that such modification, addition to or absence of such
provisions will not cause the Trust Fund to cease to qualify as a REMIC
and will not cause (x) the Trust Fund to be subject to an entity-level tax
caused by the Transfer of any Class R Certificate to a Person that is not
a Permitted Transferee 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 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
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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 Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
Section 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 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.
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(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates
is anticipated to be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency of
the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of 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
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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 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 Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be merged
or consolidated, or any corporation resulting from any merger or consolidation
to which the Company or the Master Servicer shall be a party, or any Person
succeeding to the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Master Servicer
shall be qualified to service mortgage loans on behalf of FNMA or FHLMC; and
provided further that each Rating Agency's ratings, if any, of the Class A,
Class M, Class B or Class R Certificates in effect immediately prior to such
merger or consolidation will not be qualified, reduced or withdrawn as a result
thereof (as evidenced by a letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to
the contrary, the Master Servicer may assign its rights and delegate its duties
and obligations under this Agreement; provided that the Person accepting such
assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
assumption by such
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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 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
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such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
Section 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 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
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any other amounts payable to Residential Funding hereunder the entitlement to
which arose prior to the termination of its activities hereunder. Upon the
termination of Residential Funding as Master Servicer hereunder the Company
shall deliver to the Trustee a copy of the Program Guide.
Section 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
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related Subservicing Fee to a rate of 0.20% per annum in order to hire a
Subservicer with respect to such Mortgage Loans.
Section 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 both REMIC I and REMIC II as REMICs 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 either REMIC I or
REMIC II 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
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into this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to the
truth of the statements and the correctness of the opinions expressed
therein, upon any certificates or opinions furnished to the Trustee by the
Company or the Master Servicer and which on their face, do not contradict
the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under clauses
(iii), (iv) and (v) of Section 7.01 unless a Responsible Officer of the
Trustee assigned to and working in the Corporate Trust Office obtains
actual knowledge of such failure or event or the Trustee receives written
notice of such failure or event at its Corporate Trust Office from the
Master Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any
and all federal, state and local taxes imposed on the Trust Fund or its assets
or transactions including, without limitation, (A) "prohibited transaction"
penalty taxes as defined in Section 860F of the Code, if, when and as the same
shall be due and payable, (B) any tax on contributions to a REMIC after the
Closing Date imposed by Section 860G(d) of the Code and (C) any tax on "net
income from foreclosure property" as defined in Section 860G(c) of the Code, but
only if such taxes arise out of a breach by the Trustee of its obligations
hereunder, which breach constitutes negligence or willful misconduct of the
Trustee.
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Section 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
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Event of Default shall have occurred and is continuing, and otherwise by
the Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents or
attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its attorney-in-fact
for purposes of signing any Tax Returns required to be filed on behalf of
the Trust Fund. The Trustee shall sign on behalf of the Trust Fund and
deliver to the Master Servicer in a timely manner any Tax Returns prepared
by or on behalf of the Master Servicer that the Trustee is required to
sign as determined by the Master Servicer pursuant to applicable federal,
state or local tax laws, provided that the Master Servicer shall indemnify
the Trustee for signing any such Tax Returns that contain errors or
omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause either REMIC I or REMIC II
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 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 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 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 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 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
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Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 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.
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Section Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee may
be merged or converted or with which it may be consolidated or any corporation
or national banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
national banking association succeeding to the business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation or national
banking association shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. The
Trustee shall mail notice of any such merger or consolidation to the
Certificateholders at their address as shown in the Certificate Register.
Section 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
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Agreement and the conditions of this Article VIII. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein, subject to
all the provisions of this Agreement, specifically including every provision of
this Agreement relating to the conduct of, affecting the liability of, or
affording protection to, the Trustee. Every such instrument shall be filed with
the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 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 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 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 either REMIC I or REMIC II 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
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Trustee and any Custodian shall, promptly following payment of the purchase
price, release to the Master Servicer or the Company, as applicable, the
Mortgage Files pertaining to the Mortgage Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a
result of the exercise by the Company of its right to purchase the assets of the
Trust Fund, the Company shall give the Trustee not less than 60 days' prior
notice of the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon presentation
and surrender of Certificates at the office or agency of the Trustee
therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the Class A
Certificates, Class M Certificates, 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
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excess of the amounts available for distribution (including the repurchase price
specified in clause (ii) of subsection (a) of this Section) over the total
amount distributed under the immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow account or
by the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section Termination of REMIC II.
REMIC II shall be terminated on the earlier of the Final
Distribution Date and the date on which it is deemed to receive the last deemed
distributions on the Uncertificated REMIC I Regular Interests and the last
distribution due on the Class A, Class M, Class B and Class R-II Certificates is
made.
Section Additional Termination Requirements.
(a) REMIC I and REMIC II, as the case may be, 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 REMIC I and REMIC II, as the case may be, to
comply with the requirements of this Section 9.03 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 either REMIC I or REMIC II to fail to
qualify as a REMIC at any time that any Certificate is outstanding:
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(i) The Master Servicer shall establish a 90-day liquidation
period for REMIC I and REMIC II, 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 REMIC I and REMIC II, 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 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 REMIC I and REMIC II 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 REMIC Administration.
(a) The REMIC Administrator shall make an election to treat each of REMIC
I and REMIC II (other than the Initial Monthly Payment Fund) as a REMIC under
the Code and, if necessary, under applicable state law. Each 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 I election in respect of the Trust Fund,
the Uncertificated REMIC I Regular Interests shall be designated as the "regular
interests" and the Class R-I Certificates shall be designated as the sole class
of "residual interests" in REMIC I. For purposes of the REMIC II election in
respect of the Trust Fund, the Class A Certificates (other than the Class A-25
Certificates), Class M Certificates, Class B Certificates and the Uncertificated
REMIC II Regular Interests shall be designated as the "regular interests" and
the Class R-II Certificates shall be designated as the sole class of "residual
interests" in REMIC II. The REMIC Administrator and the Trustee shall not permit
the creation of any "interests" (within the meaning of Section 860G of the Code)
in the REMIC I or REMIC II other than the Uncertificated REMIC I Regular
Interests and the Class R-I Certificates and the REMIC II 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 all Class R-I Certificates and Class R-II
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 REMIC I and
REMIC II in relation to any tax matter or controversy involving the Trust Fund
and (ii) represent the Trust Fund in any administrative or judicial proceeding
relating to an examination or audit by any governmental taxing authority with
respect thereto. The legal expenses, including without limitation attorneys' or
accountants' fees, and costs of any such proceeding and any liability resulting
therefrom shall be expenses of the Trust Fund and the REMIC Administrator shall
be entitled to reimbursement therefor out of amounts attributable to the
Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10
unless such legal expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC
Administrator is no longer the Master Servicer hereunder, at its option the
REMIC Administrator may continue its duties as REMIC Administrator and shall be
paid reasonable compensation, not to exceed $3,000 per year, by any successor
Master Servicer hereunder for so acting as the REMIC Administrator.
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(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to either REMIC I
or REMIC II created hereunder and deliver such Tax Returns in a timely manner to
the Trustee and the Trustee shall sign and file such Tax Returns in a timely
manner. The expenses of preparing such returns shall be borne by the REMIC
Administrator without any right of reimbursement therefor. The REMIC
Administrator agrees to indemnify and hold harmless the Trustee with respect to
any tax or liability arising from the Trustee's signing of Tax Returns that
contain errors or omissions. The Trustee and Master Servicer shall promptly
provide the REMIC Administrator with such information, 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 each of REMIC I and
REMIC II.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each of REMIC I and REMIC II 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
REMICs 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 each of REMIC I and REMIC II 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 either REMIC I or REMIC II as a REMIC or (ii)
result in the imposition of a tax upon each of REMIC I and REMIC II (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 each of REMIC I and REMIC II
created hereunder, endanger such status or, unless the Master Servicer, the
REMIC Administrator, or both, as applicable, determine in its or their sole
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discretion to indemnify the Trust Fund against the imposition of such a tax,
result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken provided that the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that all other preconditions to the taking
of such action have been satisfied. The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Master Servicer
or the REMIC Administrator, as applicable, has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to REMIC I or REMIC II or their assets, or causing REMIC I and REMIC II
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
REMIC I and REMIC II, and the Trustee shall not take any such action or cause
REMIC I and REMIC II 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 REMIC I or REMIC II or their assets 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 REMIC I and REMIC II as defined in
Section 860G(c) of the Code, on any contributions to REMIC I and REMIC II 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.
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(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to REMIC I and REMIC II 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 REMIC I and REMIC II 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 REMIC I and
REMIC II will not cause REMIC I and REMIC II to fail to qualify as REMICs at any
time that any Certificates are outstanding or subject REMIC I and REMIC II to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section
10.01(f)) enter into any arrangement by which REMIC I and REMIC II 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" of each "regular interest" in
REMIC II is September 25, 2028.
(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 REMIC I and REMIC II.
(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 REMIC I and REMIC II, (iii) the
termination of REMIC I and REMIC II 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 REMIC I and REMIC II, nor sell or dispose
of any investments in the Custodial Account or the Certificate Account for gain
nor accept any contributions to REMIC I and REMIC II 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 REMIC I
and REMIC II as REMICs or (b) unless the Master Servicer has determined in its
sole discretion to indemnify REMIC I and REMIC II 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.
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(a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC
Administrator and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys' fees imposed on or incurred by the Trust
Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company 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 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-I Certificates and Class R-II Certificates, by virtue of their being the
"residual interests" in REMIC I and REMIC II, respectively, 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
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Certificateholders (other than the transferor) to be subject to a federal
tax caused by a transfer to a Person that is not a Permitted Transferee,
or
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement which
shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion
of Counsel, adversely affect in any material respect the interests of any
Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause either REMIC I or REMIC II 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.
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(e) The Company shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
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) either REMIC I or
REMIC II 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 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
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request of Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 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
<PAGE>
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 Governing Law.
This agreement and the Certificates shall be governed by and construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 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 700, 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-S21
or such other address as may hereafter be furnished to the Company and the
Master Servicer in writing by the Trustee, (d) in the case of Fitch IBCA, One
State Street Plaza, New York, New York 10004, or such other address as may
hereafter be furnished to the Company, the Trustee and the Master Servicer in
writing by Fitch, 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 Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
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<PAGE>
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer
or Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required by
Section 3.12 or the cancellation or modification of coverage under any
such instrument,
(e) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections
3.18 and 3.19,
(g) a change in the location of the Custodial Account or the
Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the
Holders of any Class of Certificates resulting from the failure by the
Master Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any
154
<PAGE>
of its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust or other entity not subject to taxation
for federal income tax purposes and (ii) the adoption of the Supplemental
Article will not endanger the status of REMIC I or REMIC II as REMICs or
(subject to Section 10.01(f)) result in the imposition of a tax upon REMIC I or
REMIC II (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).
155
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized and their respective seals, duly attested, to be hereunto
affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Diane S. Wold
Title: Vice President
Attest:
Name: Timothy A. Kruse
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name: Timothy A. Kruse
Title: Director
Attest:
Name: Diane S. Wold
Title: Director
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of September, 1998 before me, a notary public in and
for said State, personally appeared Diane S. Wold, 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of September, 1998 before me, a notary public in and
for said State, personally appeared Timothy A. Kruse known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 29th day of September, 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
corporation that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
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 SEPTEMBER 29, 1998.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY
OF THE PASS-THROUGH RATE.]
A-1
<PAGE>
Certificate No. __ [_____%] [Adjustable][Variable] Pass-Through
Rate
Class A-__ Senior
Date of Pooling and Servicing Percentage Interest: ____%
Agreement and Cut-off Date:
September 1, 1998
First Distribution Date: Aggregate Initial [Certificate Principal Balance]
October 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:
September 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-S21
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
A-2
<PAGE>
Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and The First National Bank of Chicago as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of [interest
and] [principal], if any, required to be distributed to Holders of Class A-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial [Certificate Principal Balance] [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.
A-3
<PAGE>
As provided in the Agreement, withdrawals from the Custodial Account and/or
the Certificate Account created for the benefit of Certificateholders may be
made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
A-4
<PAGE>
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: September 2THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
A-6
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named above, or , as its
agent.
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES [,] [AND] [CLASS R CERTIFICATES] [,] [AND CLASS M-1 CERTIFICATES]
[,] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT
CONDUIT," AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G
AND 860D OF THE INTERNAL REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE
PURPOSES OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE
DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE DATE OF THIS
CERTIFICATE IS SEPTEMBER 29, 1998. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN
ISSUED WITH NO MORE THAN $______________OF OID PER $1,000 OF INITIAL
CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ______% AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO
MORE THAN $______________-_PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A
<PAGE>
RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE.]
B-2
<PAGE>
Certificate No. ___ ____% Pass-Through Rate
Class M- Mezzanine Aggregate Certificate
Principal Balance
of the Class M Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
September 1, 1998 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
October 25, 1998
CUSIP: ____________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
September 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S21
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
B-3
<PAGE>
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable
to principal and any Realized Losses allocable hereto.
No transfer of this Class M Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class M Certificate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or (ii) a representation letter, in the form as
described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE")
B-4
<PAGE>
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
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
B-5
<PAGE>
of authorized denominations evidencing the same Class and aggregate
Percentage Interest, as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: September 29, 1998 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
B-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named above, or , as its
agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A CERTIFICATES, CLASS R CERTIFICATES [,] [AND] [CLASS M
CERTIFICATES] [,] [AND] [CLASS B-1 CERTIFICATES] [AND] [CLASS B-2
CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE
FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S.
FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE.
THE ISSUE DATE OF THIS CERTIFICATE IS SEPTEMBER 29, 1998. ASSUMING THAT THE
MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE,
THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
<PAGE>
Certificate No. __ ____ % 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: $_______________
September 1, 1998
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
October 25, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
September 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S21
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 _______________________________ 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
C-2
<PAGE>
Agreement referred to below). The Trust Fund was created pursuant to a Pooling
and Servicing Agreement dated as specified above (the "Agreement") among the
Company, the Master Servicer and The First National Bank of Chicago, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class
B-__ Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable
to principal and any Realized Losses allocable hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel
C-3
<PAGE>
acceptable to and in form and substance satisfactory to the Trustee, the Company
and the Master Servicer with respect to the permissibility of such transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA")
and Section 4975 of the Internal Revenue Code (the "Code") and stating, among
other things, that the transferee's acquisition of a Class B Certificate will
not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under 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.
C-4
<PAGE>
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
C-5
<PAGE>
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.
C-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: September 29, 1998 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
C-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 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
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REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
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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:
September 1, 1998
First Distribution Date: Initial Certificate Principal
October 25, 1998 Balance of this Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
September 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1998-S21
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,
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Inc. (hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and The First National Bank of Chicago, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
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No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") and Section 4975 of
the Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class R Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, stating that the transferee is not an employee benefit or other
plan subject to the prohibited transaction provisions of ERISA or Section 4975
of the Code (a "Plan"), or any other person (including an investment manager, a
named fiduciary or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or
the Certificate Account created for the benefit of Certificateholders may be
made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this
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Certificate for registration of transfer at the offices or agencies appointed by
the Trustee in the City and State of New York, duly endorsed by, or accompanied
by an assignment in the form below or other written instrument of transfer in
form satisfactory to the Trustee and the Certificate Registrar duly executed by
the Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
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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: September 2THE 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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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.
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EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of September 1, 1998, by and among THE FIRST
NATIONAL BANK OF CHICAGO, as trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC., 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 September 1, 1998,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1998-S21 (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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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
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Servicer and the Trustee. Upon receipt of written notification from the Master
Servicer, signed by a Servicing Officer, that the Master Servicer or a
Subservicer, as the case may be, has made a deposit into the Certificate Account
in payment for the purchase of the related Mortgage Loan in an amount equal to
the Purchase Price for such Mortgage Loan, the Custodian shall release to the
Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
Upon receipt of written request from the Trustee, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage Loans then contained in the Mortgage Files.
Section 2.4. 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
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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 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.
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Notwithstanding the foregoing, it is specifically understood and agreed that in
the event any such claim, liability, loss, action, suit or proceeding or other
expense, fee or charge shall have been caused by reason of any negligent act,
negligent failure to act or willful misconduct on the part of the Custodian, or
which shall constitute a willful breach of its duties hereunder, the
indemnification provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
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Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $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
E-6
<PAGE>
failure to effect such recordation is likely to materially and adversely affect
the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
E-7
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S21
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:
E-8
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF ______________ )
On the _____ day of September, 1998, before me, a notary public in
and for said State, personally appeared _______________________, known to me to
be a ______________ of The First National Bank of Chicago, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of September, 1998, before me, a notary public in
and for said State, personally appeared __________________, known to me to be a
________________ of Norwest Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of September, 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 September, 1998, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
_______________ of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
September 29, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S21
Re: Custodial Agreement, dated as of September 1, 1998, by and among
The First National Bank of Chicago, Residential Funding Mortgage
Securities I, Inc., Residential Funding Corporation and Norwest
Bank Minnesota, National Association, Mortgage Pass-Through
Certificates, Series 1998-S21
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, and subject to Section 2.02 of the Pooling Agreement, the
undersigned, as Custodian, hereby certifies that it has received a Mortgage File
(which contains an original Mortgage Note) to the extent required in Section
2.01(b) of the Pooling Agreement with respect to each Mortgage Loan listed in
the Mortgage Loan Schedule.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S21
Re: Custodial Agreement dated as of September 1, 1998, by and among
The First National Bank of Chicago, Residential Funding Mortgage
Securities I, Inc., Residential Funding Corporation and Norwest
Bank Minnesota, National Association, Mortgage Pass-Through
Certificates, Series 1998-S21
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S21
Re: Custodial Agreement dated as of September 1, 1998, by and among
The First National Bank of Chicago, Residential Funding Mortgage
Securities I, Inc., Residential Funding Corporation and Norwest
Bank Minnesota, National Association, Mortgage Pass-Through
Certificates, Series 1998-S21
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule containing (I) with respect to each such Mortgage Loan (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee or an
original lost note affidavit from the related Seller or Residential
Funding stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording office
in which such mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has been
recorded;
(iv) With respect to each Mortgage Loan other than a Cooperative Loan,
the original recorded assignment or assignments of the Mortgage showing an
unbroken chain
<PAGE>
of title from the originator thereof to the Person assigning it to the
Trustee or a copy of such assignment or assignments of the Mortgage
certified by the public recording office in which such assignment or
assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with respect to
any Destroyed Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock
power (or other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative of the interests
of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof, evidencing
the interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Cooperative Loan; and
<PAGE>
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as assignee and
an executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 10/02/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 11.16.58 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1998-S21 CUTOFF : 09/01/98
POOL : 0004324
:
:
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 #
______________________________________________________________________________
1683664 B75/G01 F 292,500.00 ZZ
360 291,133.16 1
780 CONGRESS AVENUE 8.125 2,171.80 75
7.875 2,171.80 390,000.00
GLENDALE OH 45246 1 01/02/98 00
0430978239 05 03/01/98 0
7201940 O 02/01/28
0
1687218 E22/G01 F 128,000.00 ZZ
360 127,355.21 1
2029 MISSION BOULEVARD 7.750 917.01 80
7.500 917.01 160,000.00
SANTA ROSA CA 95409 2 01/21/98 00
0410671101 05 03/01/98 0
410671101 O 02/01/28
1667203305
1701266 637/G01 F 242,000.00 ZZ
360 241,044.59 1
8971 LEISURE OAK LANE 7.250 1,650.87 75
7.000 1,650.87 325,000.00
ELK GROVE CA 95624 2 03/31/98 00
0430983791 05 05/01/98 0
8942369 O 04/01/28
0
1701906 891/G01 F 113,300.00 ZZ
356 113,213.53 1
COOL BRANCH RD 7.500 794.60 85
7.250 794.60 133,300.00
MAIDEN NC 28650 4 07/27/98 12
0430993931 05 09/01/98 12
1
98025274 O 04/01/28
0
1708862 891/G01 F 126,000.00 ZZ
356 125,906.19 1
1924 COUNTY LINE ROAD 7.625 894.44 70
7.375 894.44 180,000.00
KING MOUNTAIN NC 28826 4 07/21/98 00
0430984039 05 09/01/98 0
98005255 O 04/01/28
0
1709017 588/G01 F 600,000.00 ZZ
360 599,531.94 1
25 SARATOGA WAY 7.250 4,093.06 74
7.000 4,093.06 820,000.00
MILLBURN TOWNSH NJ 07078 1 07/29/98 00
0430989426 05 09/01/98 0
9801112209 O 08/01/28
0
1709267 638/G01 F 242,500.00 ZZ
360 241,347.65 1
1929 SW 13TH AVENUE 7.250 1,654.28 84
7.000 1,654.28 290,000.00
PORTLAND OR 97201 2 02/24/98 10
0430717116 07 04/01/98 12
08704493 O 03/01/28
0
1709968 638/G01 F 150,000.00 ZZ
360 148,951.90 1
7845 WALTZ STREET 7.125 1,010.58 95
6.875 1,010.58 159,000.00
LAS VEGAS NV 89123 2 02/23/98 04
0430677864 05 04/01/98 30
08711491 O 03/01/28
0
1722233 E75/G01 F 565,000.00 ZZ
360 565,000.00 1
1 GREENWICH MEWS 7.625 3,999.04 59
7.375 3,999.04 965,000.00
NEW YORK NY 10014 1 08/13/98 00
0430984401 05 10/01/98 0
MLR5026 O 09/01/28
0
1
1722536 K09/G01 F 537,000.00 ZZ
360 536,200.45 1
158 EAST 1950 SOUTH 7.500 3,754.78 79
7.250 3,754.78 680,000.00
OREM UT 84058 2 06/29/98 00
0430886887 05 08/01/98 0
1722536 O 07/01/28
0
1724591 731/G01 F 340,000.00 ZZ
360 338,229.69 1
16208 ADDISON ST 7.375 2,348.30 75
7.125 2,348.30 453,400.00
LOS ANGELES CA 91436 5 03/25/98 00
0430730382 05 05/01/98 0
411716163 O 04/01/28
0
1725760 270/G01 F 153,900.00 ZZ
360 153,546.51 1
4074 POLK CT 7.375 1,062.95 95
7.125 1,062.95 162,000.00
CHINO CA 91710 2 05/01/98 14
0430982264 05 07/01/98 30
2617116 O 06/01/28
0
1727293 077/077 F 400,000.00 ZZ
360 398,288.77 1
9750 FOX HOLLOW 7.500 2,796.86 50
7.250 2,796.86 800,000.00
CINCINNATI OH 45243 5 03/31/98 00
393615 05 05/01/98 0
393615 O 04/01/28
0
1736591 912/G01 F 152,400.00 ZZ
360 152,049.96 1
2155 ANTELOPE VALLEY ROAD 7.375 1,052.59 75
7.125 1,052.59 205,000.00
RENO NV 89506 4 05/15/98 00
0430838599 03 07/01/98 0
1736591 O 06/01/28
0
1739910 637/G01 F 270,000.00 ZZ
360 269,597.99 1
332 DOLPHIN ISLE 7.500 1,887.88 50
7.250 1,887.88 545,000.00
1
FOSTER CITY CA 94404 5 06/09/98 00
0430986554 05 08/01/98 0
10113488 O 07/01/28
0
1740958 637/G01 F 366,000.00 ZZ
360 365,427.23 1
1212 N. FITCH MOUNTAIN RD 7.250 2,496.77 66
7.000 2,496.77 562,000.00
HEALDSBURG CA 95448 2 06/02/98 00
0430977413 05 08/01/98 0
8353310 O 07/01/28
0
1743574 168/168 F 295,000.00 ZZ
360 294,339.09 1
302 EAST LAKE ROAD 7.500 2,062.68 74
7.250 2,062.68 400,000.00
PENN YAN NY 14527 2 05/05/98 00
239785851 05 07/01/98 0
239785851 O 06/01/28
0
1746500 637/G01 F 248,000.00 ZZ
360 244,950.78 1
2829 AGUA VISTA DRIVE 7.875 1,798.18 80
7.625 1,798.18 310,000.00
SAN JOSE CA 95132 2 06/03/98 00
0430984120 05 08/01/98 0
0010923548 O 07/01/28
0
1747396 180/G01 F 315,000.00 ZZ
360 314,056.08 1
2546 GLEN DUNDEE WAY 7.500 2,202.53 75
7.250 2,202.53 420,000.00
SAN JOSE CA 95148 5 04/14/98 00
0430807768 05 06/01/98 0
267729 O 05/01/28
0
1748348 A26/G01 F 525,000.00 ZZ
360 524,218.30 1
15 OLD STABLE WAY 7.500 3,670.88 70
7.250 3,670.88 750,000.00
COLTS NECK NJ 07722 1 06/11/98 00
0430963827 05 08/01/98 0
000000 O 07/01/28
0
1
1748827 F84/G01 F 588,000.00 ZZ
360 587,574.42 1
122 MONROE STREET 7.625 4,161.83 61
7.375 4,161.83 975,000.00
LAWRENCE NY 11559 2 07/23/98 00
0430966697 05 09/01/98 0
17393887 O 08/01/28
0
1749698 637/G01 F 344,000.00 ZZ
360 343,461.66 1
5920 MICHELLI CREST WAY 7.250 2,346.69 80
7.000 2,346.69 430,000.00
LAS VEGAS NV 89129 1 06/09/98 00
0430981506 05 08/01/98 0
0011177201 O 07/01/28
0
1752914 637/G01 F 250,600.00 ZZ
360 250,207.82 1
33332 VIA LENITA 7.250 1,709.54 70
7.000 1,709.54 358,000.00
DANA POINT CA 92629 2 06/30/98 00
0430987834 03 08/01/98 0
0011180833 O 07/01/28
0
1753009 664/G01 F 400,000.00 ZZ
360 399,103.84 1
2525 LORAIN ROAD 7.500 2,796.86 71
7.250 2,796.86 566,000.00
SAN MARINO CA 91108 5 05/20/98 00
0430961243 05 07/01/98 0
2560134 O 06/01/28
0
1753529 637/G01 F 365,000.00 ZZ
360 364,729.11 1
1351 BEDFORD AVENUE 7.500 2,552.14 61
7.250 2,552.14 600,000.00
SUNNYVALE CA 94087 5 07/01/98 00
0430992107 05 09/01/98 0
0011186012 O 08/01/28
0
1753923 G15/G01 F 260,000.00 ZZ
360 260,000.00 1
1
64 DEAN ROAD 7.500 1,817.96 61
7.250 1,817.96 430,000.00
MENDHAM NJ 07945 2 07/31/98 00
0430987982 05 10/01/98 0
0 O 09/01/28
0
1754073 F18/G01 F 300,000.00 ZZ
360 299,765.97 1
160 ST FRANCIS BOULEVARD 7.250 2,046.53 80
7.000 2,046.53 375,000.00
DALY CITY CA 94015 2 07/17/98 00
0430925933 05 09/01/98 0
1754073 O 08/01/28
0
1754473 731/G01 F 92,150.00 ZZ
360 92,086.58 1
6464 VALLEY HI DRIVE 7.875 668.15 93
7.625 668.15 100,000.00
SACRAMENTO CA 95823 2 07/20/98 10
0430968602 05 09/01/98 30
911681333 O 08/01/28
0
1756357 225/225 F 422,400.00 ZZ
360 421,165.42 1
240 FOREST AVENUE 7.625 2,989.72 80
7.375 2,989.72 528,000.00
RYE NY 10580 1 05/01/98 00
8154007 05 06/01/98 0
8154007 O 05/01/28
0
1756825 637/G01 F 512,000.00 ZZ
360 511,274.94 1
2759 GOLD MEADOW COURT 7.750 3,668.03 80
7.500 3,668.03 640,000.00
SAN JOSE CA 95135 2 06/30/98 00
0430986844 05 08/01/98 0
0010120400 O 07/01/28
0
1758348 637/G01 F 450,000.00 ZZ
360 449,666.03 1
LOT #3 TWILIGHT ACRES 7.500 3,146.47 80
7.250 3,146.47 568,728.00
MELVILLE NY 11747 1 07/10/98 00
0430998435 05 09/01/98 0
1
9679002 O 08/01/28
0
1758528 E93/G01 F 213,962.00 ZZ
360 213,659.00 1
5198 HEAVENLY RIDGE LANE 7.750 1,532.85 89
7.500 1,532.85 242,000.00
RICHMOND CA 94803 2 06/25/98 10
0430980300 05 08/01/98 25
AAA980001858 O 07/01/28
0
1760450 637/G01 F 448,000.00 ZZ
360 447,667.52 1
45847 BRIDGEPORT PLACE 7.500 3,132.48 62
7.250 3,132.48 725,000.00
FREMONT CA 94539 5 07/08/98 00
0430992073 05 09/01/98 0
0011174711 O 08/01/28
0
1760844 637/G01 F 179,200.00 ZZ
360 178,926.45 1
5610 EUPHRATES COURT 7.375 1,237.69 80
7.125 1,237.69 224,000.00
CENTREVILLE VA 20120 1 06/26/98 00
0430971945 05 08/01/98 0
0011226818 O 07/01/28
0
1761492 H22/G01 F 450,000.00 ZZ
360 450,000.00 1
33 FIELDSTONE COURT 7.250 3,069.79 65
7.000 3,069.79 700,000.00
NEW CITY NY 10956 1 08/05/98 00
0430965418 05 10/01/98 0
9805028 O 09/01/28
0
1761805 637/G01 F 348,000.00 ZZ
360 347,741.73 1
1540 ELWOOD DRIVE 7.500 2,433.27 74
7.250 2,433.27 475,000.00
LOS GATOS CA 95032 2 07/01/98 00
0431001064 05 09/01/98 0
0010924918 O 08/01/28
0
1
1761861 926/926 F 467,460.00 ZZ
349 466,018.08 1
77 PENINSULA DRIVE 7.750 3,376.02 78
7.500 3,376.02 600,000.00
HILTON HEAD ISL SC 29926 4 05/01/98 00
162109411 03 06/01/98 0
162109411 O 06/01/27
0
1762216 638/G01 F 360,000.00 ZZ
360 359,408.10 1
42 EL MONTE WAY 7.000 2,395.09 80
6.750 2,395.09 450,000.00
NAPA CA 94558 2 05/28/98 00
0430872754 05 08/01/98 0
08751076 O 07/01/28
0
1762391 637/G01 F 650,000.00 ZZ
360 649,517.60 1
23 BENNETT ROAD 7.500 4,544.90 68
7.250 4,544.90 965,000.00
REDWOOD CITY CA 94062 2 07/08/98 00
0430986919 03 09/01/98 0
0010927267 O 08/01/28
0
1763082 637/G01 F 638,750.00 ZZ
360 638,251.71 1
27227 BLACK MOUNTAIN ROAD 7.250 4,357.40 59
7.000 4,357.40 1,085,000.00
LOS ALTOS HILLS CA 94022 2 07/16/98 00
0430998757 05 09/01/98 0
0011193331 O 08/01/28
0
1764365 354/354 F 414,000.00 ZZ
360 412,975.97 1
192 NORTH STREET 7.000 2,754.36 80
6.750 2,754.36 517,500.00
TWP OF MONTGOME NJ 08502 1 05/04/98 00
21740311 05 07/01/98 0
21740311 O 06/01/28
0
1764536 180/G01 F 650,000.00 ZZ
360 649,517.61 1
324 LYNTON LANE 7.500 4,544.89 62
7.250 4,544.89 1,050,000.00
1
RICHMOND VA 23221 1 07/20/98 00
0430962258 05 09/01/98 0
0013042999 O 08/01/28
0
1764949 M46/G01 F 256,500.00 ZZ
360 256,304.83 1
130 HOLLY LANE 7.375 1,771.58 82
7.125 1,771.58 315,000.00
ZEPHYR COVE NV 89448 2 07/20/98 10
0430962951 05 09/01/98 12
4920016 O 08/01/28
0
1765082 637/G01 F 432,000.00 ZZ
360 431,679.39 1
863 MORENO AVENUE 7.500 3,020.61 72
7.250 3,020.61 600,000.00
PALO ALTO CA 94303 2 07/10/98 00
0430997460 05 09/01/98 0
0010929073 O 08/01/28
0
1765199 B75/G01 F 255,000.00 ZZ
360 254,620.32 1
2167 COURT SIDE CIRCLE 7.500 1,783.00 87
7.250 1,783.00 295,000.00
CARSON CITY NV 89703 2 06/12/98 01
0430964254 03 08/01/98 25
7718810 O 07/01/28
0
1765472 168/168 F 248,000.00 ZZ
360 247,639.86 1
979 GLOUCESTER PLACE 7.625 1,755.33 80
7.375 1,755.33 310,000.00
NISKAYUNA NY 12309 1 06/02/98 00
0189353392 05 08/01/98 0
0189353392 O 07/01/28
0
1765833 144/144 F 425,000.00 ZZ
360 425,000.00 1
148 HARDSCRABBLE LAKE DRIVE 6.875 2,791.95 43
6.625 2,791.95 990,000.00
CHAPPAQUA NY 10512 1 08/19/98 00
160625301 05 10/01/98 0
160625301 O 09/01/28
0
1
1765986 L86/G01 F 108,800.00 ZZ
360 108,721.25 1
8137 CANYON OAK DRIVE 7.625 770.08 80
7.375 770.08 136,000.00
CITRUS HEIGHTS CA 95610 2 07/16/98 00
0430989111 05 09/01/98 0
60007 O 08/01/28
0
1766469 074/074 F 279,900.00 ZZ
360 279,493.55 1
61 BALFOUR LANE 7.625 1,981.11 80
7.375 1,981.11 349,900.00
RAMSEY NJ 07446 1 06/19/98 00
1101237611 05 08/01/98 0
1101237611 O 07/01/28
0
1766471 074/074 F 453,600.00 ZZ
360 452,924.62 1
3 SANDALWOOD DRIVE 7.500 3,171.64 80
7.250 3,171.64 567,000.00
WARREN NJ 07059 1 06/22/98 00
1101240514 05 08/01/98 0
1101240514 O 07/01/28
0
1766472 074/074 F 248,000.00 T
360 247,621.44 1
3521 CENTRAL AVENUE 7.375 1,712.87 80
7.125 1,712.87 310,000.00
OCEAN CITY NJ 08226 1 06/19/98 00
1101241029 01 08/01/98 0
1101241029 O 07/01/28
0
1766477 074/074 F 480,000.00 ZZ
360 479,285.31 1
21 HAWTHORNE COURT 7.500 3,356.23 80
7.250 3,356.23 600,000.00
MORRIS NJ 07960 1 06/30/98 00
1101243487 05 08/01/98 0
1101243487 O 07/01/28
0
1766486 074/074 F 270,000.00 ZZ
360 269,533.77 1
1
34 DEER PATH ROAD 6.750 1,751.21 64
6.500 1,751.21 425,000.00
HILLSBORO NJ 08853 1 06/26/98 00
1101244865 05 08/01/98 0
1101244865 O 07/01/28
0
1766487 074/074 F 260,000.00 ZZ
360 259,529.85 1
20 SHEPARD WAY 7.625 1,840.26 64
7.375 1,840.26 410,000.00
BERNARDS NJ 07920 1 06/22/98 00
1101245380 05 08/01/98 0
1101245380 O 07/01/28
0
1766488 074/074 F 503,200.00 ZZ
360 502,412.55 1
48 MERRILL DRIVE 7.250 3,432.71 80
7.000 3,432.71 629,000.00
MAHWAH NJ 07430 1 06/30/98 00
1101246157 05 08/01/98 0
1101246157 O 07/01/28
0
1766512 074/074 F 560,000.00 ZZ
360 559,166.18 1
45 DEVON ROAD 7.500 3,915.61 80
7.250 3,915.61 700,000.00
TENAFLY NJ 07670 1 06/30/98 00
1106145463 05 08/01/98 0
1106145463 O 07/01/28
0
1766561 074/074 F 319,500.00 ZZ
360 319,047.54 1
5245 FIELDSTON ROAD 7.750 2,288.94 90
7.500 2,288.94 355,000.00
RIVERDALE NY 10471 1 06/11/98 04
1111185729 05 08/01/98 25
1111185729 O 07/01/28
0
1766562 074/074 F 550,000.00 ZZ
360 546,201.74 4
41 WILLOW PLACE 7.750 3,940.27 67
7.500 3,940.27 825,000.00
BROOKLYN NY 11201 2 06/16/98 00
1111185875 05 08/01/98 0
1
1111185875 O 07/01/28
0
1766563 074/074 F 115,500.00 ZZ
360 114,738.53 1
654 CARROLL STREET UNIT 3L 7.875 837.46 70
7.625 837.46 165,000.00
BROOKLYN NY 11215 1 06/16/98 00
1111186357 12 08/01/98 0
1111186357 O 07/01/28
0
1766564 074/074 F 548,800.00 ZZ
360 547,982.87 1
21 DURAND PLACE 7.500 3,837.29 80
7.250 3,837.29 686,000.00
MANHASSETT NY 11030 1 06/30/98 00
1111186925 05 08/01/98 0
1111186925 O 07/01/28
0
1766590 074/074 F 441,000.00 ZZ
360 440,343.37 1
321 E 48TH STREET UNIT 12C 7.500 3,083.54 68
7.250 3,083.54 650,000.00
NEW YORK NY 10017 2 06/19/98 00
1111195370 06 08/01/98 0
1111195370 O 07/01/28
0
1766616 074/074 F 220,000.00 ZZ
360 219,680.52 1
122 BIRCH LANE 7.625 1,557.15 73
7.375 1,557.15 305,000.00
NEW CITY NY 10956 2 06/12/98 00
1111201665 05 08/01/98 0
1111201665 O 07/01/28
0
1766619 074/074 F 289,750.00 ZZ
360 289,339.66 1
9 WHITE PLAINS AVENUE 7.750 2,075.81 95
7.500 2,075.81 305,000.00
WEST HARRISON NY 10604 1 06/30/98 04
1111203514 05 08/01/98 30
1111203514 O 07/01/28
0
1
1766627 074/074 F 240,000.00 ZZ
360 239,605.39 1
1 CANTERBURY ROAD 7.000 1,596.73 59
6.750 1,596.73 410,000.00
LIVINGSTON NJ 07039 1 06/16/98 00
1114026528 05 08/01/98 0
1114026528 O 07/01/28
0
1766629 074/074 F 252,000.00 ZZ
360 251,585.68 1
433 ROCK ROAD 7.000 1,676.56 80
6.750 1,676.56 315,000.00
GLEN ROCK NJ 07452 1 06/26/98 00
1114713652 05 08/01/98 0
1114713652 O 07/01/28
0
1766633 074/074 F 360,000.00 ZZ
360 359,393.39 1
1 BISHOP AVENUE 6.875 2,364.94 80
6.625 2,364.94 450,000.00
WESTHAMPTON NY 11977 1 06/22/98 00
1115009171 05 08/01/98 0
1115009171 O 07/01/28
0
1766639 074/074 F 356,000.00 ZZ
360 355,495.85 1
303 WARWICK ROAD 7.750 2,550.43 80
7.500 2,550.43 445,000.00
HADDONFIELD NJ 08033 1 06/12/98 00
1171181511 05 08/01/98 0
1171181511 O 07/01/28
0
1766641 074/074 F 266,000.00 ZZ
360 265,562.66 1
10305 FALLS CHURCH 7.000 1,769.70 90
6.750 1,769.70 295,569.00
LAS VEGAS NV 89134 1 06/16/98 21
1251158723 03 08/01/98 25
1251158723 O 07/01/28
0
1766650 074/074 F 640,000.00 ZZ
360 638,998.46 1
3 KINGS TERRACE ROAD 7.250 4,365.93 77
7.000 4,365.93 836,000.00
1
KINGS POINT NY 11021 2 07/02/98 00
1500449350 05 08/01/98 0
1500449350 O 07/01/28
0
1766672 074/074 F 244,150.00 ZZ
360 243,614.82 1
288 WESTCOTT AVENUE 7.625 1,728.08 95
7.375 1,728.08 257,000.00
HOPEWELL TWP NJ 08534 1 05/26/98 10
1500581856 05 07/01/98 30
1500581856 O 06/01/28
0
1766690 074/074 F 244,150.00 ZZ
360 243,767.91 1
2 WILLOW OAK COURT 7.250 1,665.54 90
7.000 1,665.54 271,343.00
SIMPSONVILLE SC 29681 1 06/29/98 21
1577126091 03 08/01/98 25
1577126091 O 07/01/28
0
1766713 074/074 F 300,000.00 ZZ
360 299,564.34 1
2203 ARVELL COURT 7.625 2,123.39 80
7.375 2,123.39 375,000.00
DOVER TWP NJ 08755 1 06/19/98 00
1587064558 05 08/01/98 0
1587064558 O 07/01/28
0
1766717 074/074 F 480,000.00 ZZ
360 478,553.24 1
12 NOTTINGHAM WAY 7.500 3,356.23 80
7.250 3,356.23 601,000.00
WARREN NJ 07059 1 06/17/98 00
1587120193 05 08/01/98 0
1587120193 O 07/01/28
0
1766723 074/074 F 249,000.00 ZZ
360 248,590.59 1
3 EROLD COURT 7.000 1,656.61 85
6.750 1,656.61 295,000.00
ALLENDALE NJ 07401 1 06/26/98 01
1587128990 05 08/01/98 12
1587128990 O 07/01/28
0
1
1766725 074/074 F 270,000.00 ZZ
360 269,597.99 1
1 STARLING ROAD 7.500 1,887.88 78
7.250 1,887.88 350,000.00
RANDOLPH TWP NJ 07869 1 06/30/98 00
1587130051 05 08/01/98 0
1587130051 O 07/01/28
0
1766771 074/G01 F 232,800.00 ZZ
360 232,426.55 1
210 KIMBERTON DRIVE 7.125 1,568.42 80
6.875 1,568.42 291,068.00
BLUE BELL PA 19422 1 06/30/98 00
0430933002 03 08/01/98 0
1171178244 O 07/01/28
0
1766784 074/G01 F 236,000.00 ZZ
360 235,621.42 1
19 LOOKOUT LANE 7.125 1,589.98 80
6.875 1,589.98 295,000.00
WASHINGTON CROS PA 18977 1 06/18/98 00
0430933127 03 08/01/98 0
1175059393 O 07/01/28
0
1766786 074/G01 F 307,100.00 ZZ
360 306,607.38 1
18 RAVEN LANE 7.125 2,068.99 80
6.875 2,068.99 383,900.00
KENNETT SQUARE PA 19348 1 06/30/98 00
0430933143 03 08/01/98 0
1181094901 O 07/01/28
0
1766788 074/G01 F 505,000.00 ZZ
360 504,248.10 1
15 FOREST LANE 7.500 3,531.03 78
7.250 3,531.03 650,000.00
SPRINGFIELD PA 19064 2 06/25/98 00
0430933168 05 08/01/98 0
1181097229 O 07/01/28
0
1766898 074/G01 F 283,150.00 ZZ
360 282,728.40 1
1
8309 MONARCH BIRCH 7.500 1,979.83 80
7.250 1,979.83 353,990.00
LAS VEGAS NV 89117 1 06/10/98 00
0430934224 03 08/01/98 0
1251170944 O 07/01/28
0
1766899 074/G01 F 236,400.00 ZZ
360 236,039.12 1
1603 BERMUDA DUNES 7.375 1,632.76 80
7.125 1,632.76 295,500.00
BOULDER CITY NV 89005 1 06/04/98 00
0430934232 05 08/01/98 0
1251172440 O 07/01/28
0
1766900 074/G01 F 301,950.00 ZZ
360 301,465.64 1
289 GREAT GABLE DRIVE 7.125 2,034.29 75
6.875 2,034.29 402,638.00
LAS VEGAS NV 89123 1 06/25/98 00
0430934240 03 08/01/98 0
1251172520 O 07/01/28
0
1767031 074/G01 F 250,000.00 ZZ
360 249,608.78 1
12199 SOUTH LANE QUNITA 7.250 1,705.44 53
7.000 1,705.44 477,734.00
DRAPER UT 84020 1 06/15/98 00
0430935437 05 08/01/98 0
1497027545 O 07/01/28
0
1767493 074/G01 F 319,200.00 ZZ
360 318,712.73 1
519 SUGARPINE DRIVE 7.375 2,204.64 80
7.125 2,204.64 399,000.00
INCLINE VILLAGE NV 89451 1 06/11/98 00
0430939207 05 08/01/98 0
1550037809 O 07/01/28
0
1767806 074/G01 F 383,200.00 ZZ
360 382,615.03 1
4400 SHADOW COVE LANE 7.375 2,646.67 80
7.125 2,646.67 479,301.00
CHARLOTTE NC 28216 1 06/29/98 00
0430942128 03 08/01/98 0
1
1577141700 O 07/01/28
0
1767808 074/G01 F 260,000.00 ZZ
360 259,593.12 1
610 GUNSTON LANE 7.250 1,773.66 57
7.000 1,773.66 458,870.00
WILMINGTON NC 28405 1 06/17/98 00
0430942144 05 08/01/98 0
1577141980 O 07/01/28
0
1767812 074/G01 F 257,300.00 ZZ
360 256,907.22 1
244 KARNES DRIVE 7.375 1,777.11 90
7.125 1,777.11 285,900.00
FRANKLIN TN 37064 1 06/23/98 11
0430942177 03 08/01/98 25
1577144490 O 07/01/28
0
1767837 074/G01 F 135,000.00 ZZ
360 134,793.91 1
136 LANNEAU DR 7.375 932.42 75
7.125 932.42 180,000.00
GREENVILLE SC 29605 1 06/30/98 00
0430942417 05 08/01/98 0
1577148040 O 07/01/28
0
1767846 074/G01 F 332,000.00 ZZ
360 331,454.13 1
10317 OLD WARDEN ROAD 7.000 2,208.81 80
6.750 2,208.81 415,000.00
RALEIGH NC 27615 1 06/26/98 00
0430942490 05 08/01/98 0
1577151022 O 07/01/28
0
1767847 074/G01 F 430,000.00 ZZ
360 429,343.59 1
19600 RIVER FALLS DRIVE 7.375 2,969.91 80
7.125 2,969.91 537,500.00
DAVIDSON NC 28036 1 06/25/98 00
0430942508 03 08/01/98 0
1577151634 O 07/01/28
0
1
1767929 705/G01 F 243,000.00 ZZ
360 243,000.00 1
2681 BEDELL STREET 7.625 1,719.94 90
7.375 1,719.94 270,000.00
BELLMORE NY 11710 1 08/17/98 11
0430988386 05 10/01/98 25
98030494 O 09/01/28
0
1767949 074/G01 F 325,000.00 ZZ
240 323,840.39 1
1716 SALT KETTLE CIRCLE 7.625 2,643.07 74
7.375 2,643.07 440,000.00
DRESHER PA 19025 2 06/08/98 00
0430942664 05 08/01/98 0
1172157410 O 07/01/18
0
1767960 074/G01 F 520,000.00 ZZ
360 519,186.25 1
13443 S0UTH FORT STREET 7.250 3,547.32 80
7.000 3,547.32 650,000.00
DRAPER UT 84020 1 06/29/98 00
0430942755 05 08/01/98 0
1579087220 O 07/01/28
0
1767978 074/G01 F 240,350.00 ZZ
360 239,964.44 1
83 FAIRHAVEN ROAD 7.125 1,619.29 95
6.875 1,619.29 253,000.00
CUMBERLAND RI 02864 1 06/15/98 01
0430942904 05 08/01/98 30
1580091756 O 07/01/28
0
1767999 074/G01 F 83,200.00 ZZ
360 83,013.59 1
663 MOSS OAK DRIVE 7.500 581.75 80
7.250 581.75 104,000.00
GAHANNA OH 43230 5 05/28/98 00
0430943118 05 07/01/98 0
1581192034 O 06/01/28
0
1768000 074/G01 F 70,000.00 ZZ
360 69,890.45 1
830 LENOX AVENUE 7.250 477.53 80
7.000 477.53 87,500.00
1
ZANESVILLE OH 43701 5 06/05/98 00
0430943126 05 08/01/98 0
1581192941 O 07/01/28
0
1768003 074/G01 F 87,200.00 ZZ
360 87,070.16 1
161 BAIRD AVENUE 7.500 609.72 80
7.250 609.72 109,000.00
WADSWORTH OH 44281 5 06/11/98 00
0430943142 05 08/01/98 0
1581195076 O 07/01/28
0
1768021 074/G01 F 122,500.00 ZZ
360 122,326.52 1
11360 NORTH DURKEE ROAD 7.750 877.61 68
7.500 877.61 182,500.00
EATON TOWNSHIP OH 44044 1 06/30/98 00
0430943324 05 08/01/98 0
1581200631 O 07/01/28
0
1768026 074/G01 F 172,500.00 ZZ
360 172,249.49 1
729 KENWOOD DR 7.625 1,220.95 75
7.375 1,220.95 230,000.00
CUYAHOGA OH 44040 1 06/16/98 00
0430943373 05 08/01/98 0
1581201441 O 07/01/28
0
1768086 074/G01 F 143,500.00 ZZ
360 143,296.77 1
5953 DREXEL ROAD 7.750 1,028.06 64
7.500 1,028.06 225,000.00
PHILADELPHIA PA 19131 2 06/09/98 00
0430943910 05 08/01/98 0
1587127057 O 07/01/28
0
1768094 074/G01 F 250,000.00 ZZ
360 249,627.76 1
961 WES MOORE DRIVE 7.500 1,748.04 55
7.250 1,748.04 459,000.00
BIRMINGHAM TOWN PA 19382 1 06/22/98 00
0430943985 03 08/01/98 0
1587127986 O 07/01/28
0
1
1768102 074/G01 F 235,000.00 ZZ
360 234,594.20 1
121 NORTH LAMBERT 6.750 1,524.21 79
6.500 1,524.21 300,000.00
PHILADELPHIA PA 19103 1 06/26/98 00
0430944066 07 08/01/98 0
1587130889 O 07/01/28
0
1768110 074/G01 F 284,300.00 ZZ
360 283,843.93 1
4612 NORTH 41ST STREET 7.125 1,915.39 80
6.875 1,915.39 355,400.00
ARLINGTON VA 22207 1 06/30/98 00
0430944132 05 08/01/98 0
1587132181 O 07/01/28
0
1768111 074/G01 F 239,400.00 ZZ
360 238,793.15 1
608 PARKVIEW WAY 6.875 1,572.69 95
6.625 1,572.69 252,000.00
NEWTOWN PA 18940 1 05/28/98 10
0430944140 03 07/01/98 30
1587132590 O 06/01/28
0
1768112 074/G01 F 440,000.00 T
360 439,062.22 1
210 W RITTENHOUSE 7.750 3,152.21 80
7.500 3,152.21 550,000.00
PHILADELPHIA PA 19103 1 05/28/98 00
0430944157 06 07/01/98 0
1587132771 O 06/01/28
0
1768113 074/G01 F 271,950.00 ZZ
360 271,545.08 1
6738 HERITAGE PLACE 7.500 1,901.52 80
7.250 1,901.52 339,990.00
WARRENTON VA 20187 1 06/15/98 00
0430944165 03 08/01/98 0
1587133140 O 07/01/28
0
1768117 074/G01 F 112,500.00 ZZ
360 112,272.02 1
1
2380 ZION HILL ROAD 8.000 825.49 75
7.750 825.49 151,000.00
QUAKERTOWN PA 18951 1 06/05/98 00
0430944199 05 07/01/98 0
1587133570 O 06/01/28
0
1768124 074/G01 F 264,000.00 ZZ
360 263,596.99 1
17 BAILEY DRIVE 7.375 1,823.39 80
7.125 1,823.39 330,000.00
WASHINGTON CROS PA 18977 1 06/29/98 00
0430944264 05 08/01/98 0
1587135441 O 07/01/28
0
1768125 074/G01 F 352,000.00 ZZ
360 351,406.86 1
7365 ANNANDALE COURT 6.875 2,312.39 80
6.625 2,312.39 440,000.00
ANNANDALE VA 22003 1 06/30/98 00
0430944272 05 08/01/98 0
1587135463 O 07/01/28
0
1768126 074/G01 F 56,250.00 ZZ
360 56,168.30 1
1701 YARDLEY COMMONS 7.625 398.14 75
7.375 398.14 75,000.00
YARDLEY PA 19067 1 06/22/98 00
0430944280 01 08/01/98 0
1587135474 O 07/01/28
0
1768128 074/G01 F 332,000.00 ZZ
360 331,493.18 1
211 IVYSTONE DRIVE 7.375 2,293.05 80
7.125 2,293.05 415,000.00
DOWNINGTOWN PA 19335 1 06/26/98 00
0430944298 05 08/01/98 0
1587135690 O 07/01/28
0
1768129 074/G01 F 263,900.00 ZZ
360 263,487.01 1
3118 ASHBURTON AVE 7.250 1,800.27 80
7.000 1,800.27 329,900.00
HERNDON VA 20171 1 06/26/98 00
0430944306 03 08/01/98 0
1
1587136207 O 07/01/28
0
1768130 074/G01 F 269,600.00 ZZ
360 269,167.52 1
616 STREET ASAPH STREET 7.125 1,816.35 80
6.875 1,816.35 337,000.00
ALEXANDRIA VA 22314 1 06/29/98 00
0430944314 05 08/01/98 0
1587136557 O 07/01/28
0
1768131 074/G01 F 187,250.00 ZZ
360 186,971.19 1
6218 EVERGLADES DRIVE 7.500 1,309.28 75
7.250 1,309.28 250,000.00
ALEXANDRIA VA 22312 1 06/18/98 00
0430944322 05 08/01/98 0
1587136750 O 07/01/28
0
1768132 074/G01 F 900,000.00 ZZ
360 898,445.86 1
623 POTOMAC RIVER ROAD 6.750 5,837.39 75
6.500 5,837.39 1,200,000.00
MC LEAN VA 22102 1 06/30/98 00
0430944330 03 08/01/98 0
1587136921 O 07/01/28
0
1769041 F03/G01 F 144,500.00 ZZ
360 144,400.55 1
6421 GLENGARRY AVENUE 7.875 1,047.73 94
7.625 1,047.73 155,000.00
WHITTIER CA 90606 2 07/15/98 11
0430964817 05 09/01/98 30
LAG11022 O 08/01/28
0
1769220 M07/G01 F 268,000.00 ZZ
360 268,000.00 1
1390 CHERRY HILL WAY 6.875 1,760.57 89
6.625 1,760.57 302,000.00
CHINO HILLS CA 91709 2 08/10/98 10
0431000496 05 10/01/98 25
12989 O 09/01/28
0
1
1769310 F42/G01 F 300,000.00 ZZ
360 299,542.04 1
130 RUTTER DUBOIS LANE 7.375 2,072.03 64
7.125 2,072.03 475,000.00
IRVINGTON NY 10533 1 06/15/98 00
0430898015 03 08/01/98 0
NY0316981 O 07/01/28
0
1769318 470/G01 F 387,000.00 ZZ
360 386,690.51 1
124 WOODBRIDGE CIRCLE 7.125 2,607.30 62
6.875 2,607.30 632,000.00
SAN MATEO CA 94403 2 07/10/98 00
0430989376 05 09/01/98 0
45000337 O 08/01/28
0
1769412 E22/G01 F 113,600.00 ZZ
360 113,443.13 1
401 ANALISA LANE 7.875 823.68 80
7.625 823.68 142,000.00
LAS VEGAS NV 89128 2 06/25/98 00
0410905830 05 08/01/98 0
410905830 O 07/01/28
0
1769935 731/G01 F 386,250.00 ZZ
360 385,948.68 1
68 TIMBERIDGE DRIVE 7.250 2,634.91 75
7.000 2,634.91 515,000.00
LAKE WYLIE SC 29710 1 07/23/98 00
0430962449 03 09/01/98 0
1001574 O 08/01/28
0
1769968 731/G01 F 140,000.00 ZZ
360 139,775.42 1
23826 CANERWELL STREET 7.125 943.21 59
(CITY OF SANTA CLARITA) 6.875 943.21 240,000.00
NEWHALL AREA CA 91321 2 06/24/98 00
0430980938 05 08/01/98 0
1001539 O 07/01/28
0
1770844 E22/G01 F 80,000.00 ZZ
360 77,722.80 1
10 LAKE DRIVE 7.125 538.97 33
6.875 538.97 245,000.00
1
COLTS NECK NJ 07722 2 06/19/98 00
0410881387 05 08/01/98 0
410881387 O 07/01/28
0
1770940 E01/G01 F 135,000.00 ZZ
360 135,000.00 1
146-31 61ST ROAD 7.500 943.94 75
7.250 943.94 180,000.00
FLUSHING NY 11367 1 08/04/98 00
0430966408 07 10/01/98 0
0000 O 09/01/28
0
1771362 354/354 F 313,000.00 ZZ
360 311,971.73 1
3012 VALENCIA TERRACE 7.125 2,108.74 77
6.875 2,108.74 408,000.00
CHARLOTTE NC 28211 1 04/06/98 00
21810213 03 06/01/98 0
21810213 O 05/01/28
0
1771396 074/074 F 340,000.00 ZZ
360 339,493.76 1
360 DWAS LINE ROAD 7.500 2,377.33 80
7.250 2,377.33 425,000.00
CLIFTON NJ 07012 1 06/15/98 00
1500596321 05 08/01/98 0
1500596321 O 07/01/28
0
1771410 074/074 F 243,000.00 ZZ
360 242,590.53 1
8218 RIVERSIDE ROAD 6.875 1,596.34 90
6.625 1,596.34 270,000.00
ALEXANDRIA VA 22308 1 06/26/98 21
1761139473 05 08/01/98 25
1761139473 O 07/01/28
0
1771426 074/G01 F 376,000.00 ZZ
360 375,727.87 1
2204 BAY HILL DRIVE 7.625 2,661.30 80
7.375 2,661.30 470,000.00
LAS VEGAS NV 89117 1 07/01/98 00
0430956219 03 09/01/98 0
1251174548 O 08/01/28
0
1
1771505 074/G01 F 230,250.00 ZZ
360 229,923.93 1
724 E 200 N 7.750 1,649.54 75
7.500 1,649.54 307,000.00
ALPINE UT 84004 1 06/22/98 00
0430957126 05 08/01/98 0
1513280003 O 07/01/28
0
1771533 074/G01 F 242,800.00 ZZ
360 242,438.49 1
1971 ROLLING BROOK LANE 7.500 1,697.69 80
7.250 1,697.69 303,511.00
RENO NV 89511 1 06/24/98 00
0430957530 03 08/01/98 0
1550012535 O 07/01/28
0
1771587 L82/G01 F 493,000.00 ZZ
360 493,000.00 1
2377 FILBERT STREET 7.500 3,447.13 64
7.250 3,447.13 780,000.00
SAN FRANCISCO CA 94123 2 08/03/98 00
0430978668 05 10/01/98 0
1771587 O 09/01/28
0
1771590 074/G01 F 231,000.00 T
360 230,647.38 1
113 SMITH STREET 7.375 1,595.46 75
7.125 1,595.46 308,000.00
CHARLESTON SC 29403 1 07/02/98 00
0430956805 05 08/01/98 0
1577153389 O 07/01/28
0
1772377 562/G01 F 150,000.00 ZZ
360 149,787.58 1
400 BAYVILLE AVENUE 7.750 1,074.62 75
7.500 1,074.62 200,000.00
BAYVILLE NY 11709 1 07/01/98 00
0430964098 05 08/01/98 0
567586 O 07/01/28
0
1772471 M46/G01 F 295,000.00 ZZ
360 294,781.07 1
1
101 EASY STREET 7.500 2,062.68 75
7.250 2,062.68 395,000.00
STATELINE NV 89449 1 07/22/98 00
0430962654 05 09/01/98 0
4920054 O 08/01/28
0
1773405 B60/G01 F 238,500.00 ZZ
360 238,126.77 1
2955 FALLOW FIELD DRIVE 7.250 1,626.99 88
7.000 1,626.99 272,000.00
DIAMOND BAR CA 91765 2 06/04/98 01
0430973180 05 08/01/98 25
251613 O 07/01/28
0
1773756 976/976 F 239,000.00 ZZ
360 238,490.66 1
6 CALLE MARTA 7.750 1,712.23 84
7.500 1,712.23 285,000.00
RANCHO SANTA MA CA 92688 2 05/22/98 01
7974118 03 07/01/98 12
7974118 O 06/01/28
0
1774128 L82/G01 F 285,000.00 ZZ
360 285,000.00 1
53 CARMELITA STREET 7.375 1,968.42 52
7.125 1,968.42 555,000.00
SAN FRANCISCO CA 94117 2 08/03/98 00
0430978593 05 10/01/98 0
1774128 O 09/01/28
0
1774644 588/G01 F 231,200.00 ZZ
360 230,864.26 1
39 GLENVIEW ROAD 7.625 1,636.42 80
7.375 1,636.42 289,000.00
SOUTH ORANGE VI NJ 07079 1 06/23/98 00
0430974766 05 08/01/98 0
980501180 O 07/01/28
0
1774709 168/168 F 328,000.00 ZZ
360 327,499.31 1
28 KENWOOD ROAD 7.375 2,265.41 80
7.125 2,265.41 410,000.00
GARDEN CITY NY 11530 2 06/09/98 00
0239764293 05 08/01/98 0
1
0239764293 O 07/01/28
0
1774784 J86/G01 F 157,760.00 ZZ
360 157,760.00 1
9 WESTON LANE 7.125 1,062.86 68
6.875 1,062.86 232,000.00
SMITHTOWN NY 11787 2 08/06/98 00
0430985010 05 10/01/98 0
6002 O 09/01/28
0
1776173 811/G01 F 178,500.00 ZZ
360 178,370.81 1
230 FLAME TREE CIRCLE 7.625 1,263.41 85
7.375 1,263.41 210,000.00
WINDSOR CA 95492 2 07/07/98 14
0430991281 05 09/01/98 12
FM00202503 O 08/01/28
0
1776287 959/G01 F 415,000.00 ZZ
360 415,000.00 1
114 CONTINENTAL AVENUE 7.375 2,866.30 56
7.125 2,866.30 750,000.00
FOREST HILLS NY 11375 2 08/11/98 00
0430970061 05 10/01/98 0
1776287 O 09/01/28
0
1776349 L86/G01 F 345,000.00 ZZ
360 345,000.00 1
2073 15TH AVENUE 7.500 2,412.29 69
7.250 2,412.29 500,000.00
SAN FRANCISCO CA 94116 2 08/03/98 00
0430975904 05 10/01/98 0
60013 O 09/01/28
0
1776352 956/G01 F 293,000.00 ZZ
360 292,765.69 1
1735 SANSOM COURT 7.125 1,974.00 75
6.875 1,974.00 395,000.00
SAN JOSE CA 95124 5 07/17/98 00
0431000991 05 09/01/98 0
208070183 O 08/01/28
0
1
1776980 L20/G01 F 272,650.00 ZZ
360 272,437.31 1
987 EAST MEETING HOUSE ROAD 7.250 1,859.95 95
7.000 1,859.95 287,000.00
FRUIT HEIGHTS UT 84037 1 07/15/98 10
0430969014 05 09/01/98 30
UNKNOWN O 08/01/28
0
1777000 992/G01 F 744,000.00 ZZ
360 743,433.87 1
17 GARDEN AVENUE 7.375 5,138.63 80
7.125 5,138.63 930,000.00
BRONXVILLE NY 10708 1 07/10/98 00
0430967406 05 09/01/98 0
347366 O 08/01/28
0
1777148 025/025 F 255,000.00 ZZ
360 254,414.29 1
225 SHERINGHAM ROAD 7.375 1,761.23 80
7.125 1,761.23 320,000.00
COLUMBIA SC 29212 2 05/22/98 00
571529 03 07/01/98 0
571529 O 06/01/28
0
1777227 195/G01 F 540,000.00 ZZ
360 539,589.10 1
6940 VIA MARIPOSA SUR 7.375 3,729.65 66
7.125 3,729.65 825,000.00
BONSALL CA 92003 5 07/06/98 00
0430981126 03 09/01/98 0
58692 O 08/01/28
0
1777620 K36/G01 F 270,000.00 ZZ
360 270,000.00 1
22190 W HONEYSUCKLE LANE 7.625 1,911.04 90
7.375 1,911.04 300,000.00
CURTICE OH 43412 2 08/14/98 01
0430989558 05 10/01/98 25
0374 O 09/01/28
0
1777622 F27/G01 F 150,000.00 ZZ
360 149,753.36 1
12309 BEECHNUT COURT 7.000 997.96 80
6.750 997.96 187,500.00
1
WOODBRIDGE VA 22192 1 06/30/98 00
0430960310 03 08/01/98 0
6060029804 O 07/01/28
0
1777776 K21/G01 F 510,000.00 ZZ
360 509,592.17 1
16010 WINTERBROOK ROAD 7.125 3,435.96 53
6.875 3,435.96 970,000.00
LOS GATOS CA 95032 5 07/29/98 00
0430976910 05 09/01/98 0
0000 O 08/01/28
0
1777787 077/077 F 500,000.00 ZZ
360 499,269.29 1
7420 LAUREL OAK 7.625 3,538.97 46
7.375 3,538.97 1,100,000.00
CINCINNATI OH 45237 4 07/13/98 00
300163 05 09/01/98 0
300163 O 08/01/28
0
1777835 M07/G01 F 105,000.00 ZZ
360 104,918.09 1
751 ESTHER WAY 7.250 716.29 75
7.000 716.29 140,000.00
REDLANDS CA 92373 2 07/09/98 00
0430975219 05 09/01/98 0
HH0052 O 08/01/28
0
1777969 K56/G01 F 255,540.00 ZZ
360 255,335.65 1
19349 SODA SPRINGS DRIVE 7.125 1,721.62 55
6.875 1,721.62 470,000.00
BEND OR 97702 5 07/13/98 00
0430915272 05 09/01/98 0
K04016 O 08/01/28
0
1778302 731/G01 F 77,600.00 ZZ
360 77,539.46 1
3127 SUMMER AVENUE 7.250 529.37 72
7.000 529.37 109,000.00
ALAMOGORDO NM 88310 2 07/06/98 00
0430963793 05 09/01/98 0
9101681466 O 08/01/28
0
1
1778386 B23/G01 F 262,500.00 ZZ
360 262,500.00 1
135 NORTH SAINT ANDREWS PLACE 7.500 1,835.44 88
7.250 1,835.44 300,000.00
LOS ANGELES CA 90004 2 08/04/98 19
0430975136 05 10/01/98 25
88002889 O 09/01/28
0
1778452 K21/G01 F 255,000.00 ZZ
360 255,000.00 1
5829 WEST 74TH STREET 7.125 1,717.98 80
6.875 1,717.98 320,000.00
LOS ANGELES CA 90045 2 08/01/98 00
0430972596 05 10/01/98 0
9899881 O 09/01/28
0
1778483 J49/G01 F 247,000.00 ZZ
360 247,000.00 1
7423 WEST 83RD STREET 7.625 1,748.25 68
7.375 1,748.25 365,000.00
WESTCHESTER CA 90045 2 08/03/98 00
0430974113 05 10/01/98 0
98070053 O 09/01/28
0
1778484 944/G01 F 300,000.00 ZZ
360 299,760.09 1
253 WAYNE AVENUE 7.125 2,021.16 70
6.875 2,021.16 430,000.00
ALAMO CA 94507 5 07/09/98 00
0430927236 05 09/01/98 0
6980241 O 08/01/28
0
1778801 G65/G01 F 435,000.00 ZZ
360 435,000.00 1
2 KENSINGTON PLACE 7.250 2,967.47 76
7.000 2,967.47 575,000.00
ROSELAND NJ 07123 1 08/20/98 00
0430990960 05 10/01/98 0
0000 O 09/01/28
0
1779007 K21/G01 F 548,000.00 ZZ
360 548,000.00 1
1
6823 ALTAMOR DRIVE 7.500 3,831.70 80
7.250 3,831.70 685,000.00
WESTCHESTER CA 90045 2 08/14/98 00
0430988279 05 10/01/98 0
989945 O 09/01/28
0
1779019 H22/G01 F 370,000.00 ZZ
360 370,000.00 1
118 KNICKERBOCKER ROAD 7.250 2,524.05 65
7.000 2,524.05 570,000.00
MANHASSET NY 11030 1 08/28/98 00
0431000645 05 10/01/98 0
9806046 O 09/01/28
0
1779177 588/G01 F 264,000.00 ZZ
360 263,586.86 1
34 SOUTH TERRACE 7.250 1,800.95 80
7.000 1,800.95 330,000.00
MILLBURN TOWNSH NJ 07078 1 06/24/98 00
0430926063 05 08/01/98 0
980401074 O 07/01/28
0
1779270 E22/G01 F 432,000.00 ZZ
360 431,663.00 1
2493 VALLEY MEADOW DRIVE 7.250 2,947.00 80
7.000 2,947.00 540,000.00
OAKVIEW AREA CA 93022 5 07/16/98 00
0410957641 05 09/01/98 0
410957641 O 08/01/28
0
1779286 025/025 F 250,000.00 ZZ
360 249,804.97 1
10 SEAGRASS LANE 7.250 1,705.45 62
7.000 1,705.45 405,000.00
ISLE OF PALMS SC 29451 1 07/08/98 00
571855 03 09/01/98 0
571855 O 08/01/28
0
1779451 967/G01 F 145,000.00 ZZ
360 145,000.00 1
7810 SW GEARHART DR 7.500 1,013.86 61
7.250 1,013.86 238,000.00
BEAVERTON OR 97007 2 08/06/98 00
0430986547 05 10/01/98 0
1
4528741 O 09/01/28
0
1779471 105/G01 F 359,900.00 ZZ
360 359,639.51 1
945 SUNDANCE ROAD 7.625 2,547.35 70
7.375 2,547.35 514,176.00
EUGENE OR 97405 1 07/15/98 00
0430958918 03 09/01/98 0
406000503 O 08/01/28
0
1779613 A50/A50 F 300,000.00 ZZ
360 299,518.76 1
6124 MOSS SPRINGS ROAD 7.125 2,021.16 65
6.875 2,021.16 468,000.00
COLUMBIA SC 29209 5 06/24/98 00
110084 05 08/01/98 0
110084 O 07/01/28
0
1779666 F27/G01 F 449,350.00 ZZ
360 448,646.81 1
10601 LITTLE RUN FARM COURT 7.250 3,065.36 80
7.000 3,065.36 561,699.00
VIENNA VA 22182 1 06/29/98 00
0430960906 05 08/01/98 0
6060001497 O 07/01/28
0
1780024 637/G01 F 300,000.00 ZZ
360 299,564.34 1
10225 RICHWOOD DRIVE 7.625 2,123.39 58
7.375 2,123.39 525,000.00
CUPERTINO CA 95014 2 06/23/98 00
0430977470 05 08/01/98 0
0011189917 O 07/01/28
0
1780071 B57/G01 F 375,000.00 ZZ
360 374,707.46 1
3540 LONGRIDGE AVENUE 7.250 2,558.17 67
7.000 2,558.17 565,000.00
LOS ANGELES CA 91423 5 07/10/98 00
0430927970 05 09/01/98 0
9811809 O 08/01/28
0
1
1780143 K88/G01 F 292,000.00 ZZ
360 291,777.80 1
131 PIN OAK ROAD 7.375 2,016.78 80
7.125 2,016.78 365,000.00
FREEHOLD NJ 07728 2 07/28/98 00
0430965558 05 09/01/98 0
84351ST O 08/01/28
0
1780176 K21/G01 F 325,000.00 ZZ
360 325,000.00 1
4684 BROWNDEER LANE 7.125 2,189.59 59
6.875 2,189.59 555,000.00
RANCHO PALOS VE CA 90274 5 08/05/98 00
0430984419 05 10/01/98 0
9810040 O 09/01/28
0
1780273 995/G01 F 249,000.00 ZZ
360 248,819.78 1
61 SOUTH PEACH HILL COURT 7.625 1,762.41 83
7.375 1,762.41 300,000.00
RAMSEY NJ 07446 1 07/17/98 04
0430929984 07 09/01/98 20
10032114 O 08/01/28
0
1780444 E22/G01 F 320,000.00 ZZ
360 319,762.51 1
1421 FRAUN COURT 7.500 2,237.49 74
7.250 2,237.49 435,000.00
SPARKS NV 89434 2 07/21/98 00
0410891865 05 09/01/98 0
410891865 O 08/01/28
0
1780516 E22/G01 F 131,900.00 ZZ
360 131,713.20 1
103 PERGOLA AVENUE 7.750 944.95 70
7.500 944.95 188,500.00
MONROE NJ 08831 1 06/30/98 00
0410871016 05 08/01/98 0
410871016 O 07/01/28
0
1780552 637/G01 F 275,000.00 ZZ
360 274,600.65 1
2983 OLD SAN JOSE ROAD 7.625 1,946.44 63
7.375 1,946.44 440,000.00
1
SOQUEL CA 95073 2 06/09/98 00
0430968768 05 08/01/98 0
0011170420 O 07/01/28
0
1780640 664/G01 F 400,000.00 ZZ
360 399,703.14 1
416 NORTH IVY AVENUE 7.500 2,796.86 71
7.250 2,796.86 570,000.00
MONROVIA CA 91016 5 07/06/98 00
0430965970 05 09/01/98 0
2426448 O 08/01/28
0
1780870 952/G01 F 218,000.00 ZZ
360 217,849.98 1
96 RIVER ROAD 7.875 1,580.65 80
7.625 1,580.65 272,500.00
RARITAN TWP NJ 08822 1 07/21/98 00
0430969816 05 09/01/98 0
98002395 O 08/01/28
0
1781175 L82/G01 F 500,000.00 ZZ
360 500,000.00 1
425 SAN GERONIMO VALLEY DRIVE 7.250 3,410.88 70
7.000 3,410.88 720,000.00
SAN GERONIMO CA 94963 5 08/07/98 00
0430984328 05 10/01/98 0
1781175 O 09/01/28
0
1781198 637/G01 F 484,600.00 ZZ
360 483,841.64 1
2025 GLENVIEW DRIVE 7.250 3,305.83 70
7.000 3,305.83 700,000.00
LAS VEGAS NV 89134 2 06/25/98 00
0430959452 03 08/01/98 0
0012392346 O 07/01/28
0
1781200 637/G01 F 312,750.00 ZZ
360 312,272.58 1
1560 GEORGIA AVENUE 7.375 2,160.09 90
7.125 2,160.09 347,500.00
BOULDER CITY NV 89005 1 06/11/98 01
0430959247 05 08/01/98 25
0010203164 O 07/01/28
0
1
1781231 637/G01 F 648,000.00 ZZ
360 647,010.81 1
184 SEMINARY DRIVE 7.375 4,475.58 61
7.125 4,475.58 1,075,000.00
MENLO PARK CA 94025 2 06/10/98 00
0430982231 05 08/01/98 0
0011178126 O 07/01/28
0
1781244 637/G01 F 470,000.00 ZZ
360 469,282.52 1
10338 S STELLING ROAD 7.375 3,246.18 59
7.125 3,246.18 808,000.00
CUPERTINO CA 95014 2 07/09/98 00
0430986695 05 08/01/98 0
0011180148 O 07/01/28
0
1781484 637/G01 F 640,000.00 ZZ
360 639,138.27 1
3343 MORNING VIEW TERRACE 8.000 4,696.10 70
7.750 4,696.10 915,000.00
FREMONT CA 94539 2 06/04/98 00
0430975946 05 08/01/98 0
0011166618 O 07/01/28
0
1781538 637/G01 F 260,000.00 ZZ
360 259,593.12 1
1092 CLARENDON CRESCENT 7.250 1,773.66 44
7.000 1,773.66 600,000.00
OAKLAND CA 94610 5 06/18/98 00
0430968685 05 08/01/98 0
0010926186 O 07/01/28
0
1781571 168/168 F 244,500.00 ZZ
360 244,144.94 1
100 SUMMERFIELD DRIVE 7.625 1,730.56 90
7.375 1,730.56 271,681.00
HOLTSVILLE NY 11742 1 06/11/98 04
0189363207 03 08/01/98 25
0189363207 O 07/01/28
0
1781597 731/G01 F 966,000.00 ZZ
360 966,000.00 1
1
5633 NEWCASTLE LANE 7.375 6,671.92 70
7.125 6,671.92 1,380,000.00
CALABASAS AREA CA 91302 2 08/12/98 00
0430985937 03 10/01/98 0
1001523 O 09/01/28
0
1781621 D03/G01 F 295,000.00 ZZ
360 295,000.00 1
6729 HAMPTON DRIVE 7.375 2,037.49 48
7.125 2,037.49 625,000.00
SAN JOSE CA 95120 5 08/11/98 00
0430992834 05 10/01/98 0
00 O 09/01/28
0
1781640 G12/G12 F 318,750.00 ZZ
360 318,519.30 1
RR1 BOX 114 A 7.625 2,256.09 75
7.375 2,256.09 425,000.00
DALTON PA 18414 1 07/24/98 00
00 05 09/01/98 0
00 O 08/01/28
0
1781771 F27/G01 F 385,550.00 ZZ
360 384,884.23 1
302 PRINCESS STREET 6.750 2,500.67 80
6.500 2,500.67 483,695.00
ALEXANDRIA VA 22314 1 06/19/98 00
0430960963 09 08/01/98 0
6060008998 O 07/01/28
0
1781795 227/G01 F 257,200.00 ZZ
360 256,989.17 1
828 SOUTH ROYAL STREET 7.000 1,711.16 80
6.750 1,711.16 321,500.00
ALEXANDRIA VA 22314 1 07/10/98 00
0430965855 07 09/01/98 0
1767486 O 08/01/28
0
1781852 533/G01 F 238,300.00 ZZ
360 236,218.58 1
7411 EAST WHITE OAK RIDGE 7.250 1,625.63 66
7.000 1,625.63 365,000.00
ORANGE CA 92869 2 07/13/98 00
0430993212 05 09/01/98 0
1
3382793 O 08/01/28
0
1781860 E82/G01 F 335,750.00 ZZ
360 335,488.08 1
79 87TH STREET 7.250 2,290.41 85
7.000 2,290.41 395,000.00
BROOKLYN NY 11209 2 07/29/98 04
0400117180 05 09/01/98 12
1579326 O 08/01/28
0
1781936 E22/G01 F 130,000.00 ZZ
360 129,903.52 1
24640 PARK GRANADA 7.500 908.98 22
7.250 908.98 600,000.00
CALABASAS CA 91302 2 07/17/98 00
0410902324 03 09/01/98 0
410902324 O 08/01/28
0
1781941 E22/G01 F 336,400.00 ZZ
360 336,117.38 1
3200 CASINO DRIVE 6.875 2,209.91 80
6.625 2,209.91 420,500.00
THOUSAND OAKS CA 91362 1 07/21/98 00
0410964399 03 09/01/98 0
410964399 O 08/01/28
0
1782011 593/593 F 106,500.00 ZZ
360 106,337.42 1
806 NORTH 300 WEST 7.375 735.57 81
7.125 735.57 132,000.00
SPRINGVILLE UT 84663 2 07/02/98 12
0006531578 05 08/01/98 12
0006531578 O 07/01/28
0
1782061 H10/H10 F 239,000.00 ZZ
360 238,831.31 1
12 WOODS END TRAIL 7.750 1,712.23 58
7.500 1,712.23 419,015.00
ROCKAWAY NJ 07866 1 07/24/98 00
12105163 05 09/01/98 0
12105163 O 08/01/28
0
1
1782076 E22/G01 F 250,000.00 ZZ
360 249,809.77 1
12 HEATH ROAD 7.375 1,726.69 70
7.125 1,726.69 360,000.00
VALHALLA NY 10595 1 07/22/98 00
0410939862 05 09/01/98 0
410939862 O 08/01/28
0
1782100 E22/G01 F 213,500.00 ZZ
360 213,349.31 1
60 NAVESINK DRIVE 7.750 1,529.54 70
7.500 1,529.54 305,000.00
MONMOUTH BEACH NJ 07750 1 07/13/98 00
0410951529 05 09/01/98 0
410951529 O 08/01/28
0
1782256 637/G01 F 492,000.00 ZZ
360 491,267.44 1
680 BLUE SPRUCE DRIVE 7.500 3,440.14 80
7.250 3,440.14 615,000.00
DANVILLE CA 94506 2 06/19/98 00
0430966630 03 08/01/98 0
0011178696 O 07/01/28
0
1782295 637/G01 F 300,000.00 ZZ
360 299,553.31 1
2210 GOLDENROD LANE 7.500 2,097.65 69
7.250 2,097.65 440,000.00
SAN RAMON CA 94583 2 06/15/98 00
0431001114 03 08/01/98 0
0011182805 O 07/01/28
0
1782327 637/G01 F 500,000.00 ZZ
360 499,255.52 1
21099 BRUSH ROAD 7.500 3,496.08 68
7.250 3,496.08 740,000.00
LOS GATOS CA 95033 5 06/12/98 00
0430959270 05 08/01/98 0
0010118800 O 07/01/28
0
1782339 227/G01 F 270,400.00 ZZ
360 270,178.35 1
1901 JOLIETTE COURT 7.000 1,798.98 80
6.750 1,798.98 338,000.00
1
ALEXANDRIA VA 22307 1 07/20/98 00
0430962373 05 09/01/98 0
1767613 O 08/01/28
0
1782340 227/G01 F 179,920.00 ZZ
360 179,776.12 1
5604 HERBERTS CROSSING DRIVE 7.125 1,212.16 80
6.875 1,212.16 224,900.00
BURKE VA 22015 1 07/24/98 00
0430962225 03 09/01/98 0
1767707 O 08/01/28
0
1782353 L20/G01 F 270,000.00 ZZ
360 269,789.37 1
4920 SOUTH APACHE WAY 7.250 1,841.88 75
7.000 1,841.88 360,000.00
OGDEN UT 84403 5 07/27/98 00
0430962746 05 09/01/98 0
UNKNOWN O 08/01/28
0
1782371 664/G01 F 116,500.00 ZZ
360 116,415.68 1
2418 STOW STREET 7.625 824.58 72
7.375 824.58 163,000.00
SIMI VALLEY CA 93063 2 07/08/98 00
0430967851 03 09/01/98 0
2682268 O 08/01/28
0
1782382 593/593 F 107,500.00 ZZ
360 107,335.89 1
786 NORTH 300 WEST 7.375 742.48 82
7.125 742.48 132,000.00
SPRINGVILLE UT 84663 2 07/02/98 12
0006827998 05 08/01/98 12
0006827998 O 07/01/28
0
1782389 593/593 F 108,000.00 ZZ
360 107,835.13 1
308 WEST 850 NORTH 7.375 745.93 82
7.125 745.93 132,000.00
SPRINGVILLE UT 84663 2 06/30/98 12
0006528459 05 08/01/98 12
0006528459 O 07/01/28
0
1
1782404 664/G01 F 420,000.00 ZZ
360 419,703.56 1
19251 ROMAR STREET 7.750 3,008.94 55
7.500 3,008.94 769,000.00
NORTHRIDGE AREA CA 91324 2 07/10/98 00
0430970996 03 09/01/98 0
2611325 O 08/01/28
0
1782412 F42/G01 F 284,000.00 ZZ
360 283,789.23 1
7 WATEREDGE COURT 7.500 1,985.77 80
7.250 1,985.77 355,000.00
OAKDALE NY 11769 1 07/27/98 00
0430963041 05 09/01/98 0
NY0504989 O 08/01/28
0
1782426 B23/G01 F 650,000.00 ZZ
360 650,000.00 2
412-A AND 412 B NORTH MAPLE 7.875 4,712.95 62
DRIVE 7.625 4,712.95 1,050,000.00
BEVERLY HILLS CA 90210 2 08/12/98 00
0430990424 05 10/01/98 0
88002908 O 09/01/28
0
1782551 B60/G01 F 285,900.00 ZZ
360 285,693.08 1
19241 SIERRA CADIZ ROAD 7.625 2,023.58 74
7.375 2,023.58 390,000.00
IRVINE CA 92612 2 07/08/98 00
0430979690 03 09/01/98 0
251476 O 08/01/28
0
1782683 E22/G01 F 196,250.00 ZZ
360 196,107.96 1
132 SOUTH STREET 7.625 1,389.05 69
7.375 1,389.05 285,000.00
MANASQUAN NJ 08736 2 07/22/98 00
0410911994 05 09/01/98 0
410911994 O 08/01/28
0
1782770 B42/G01 F 130,000.00 ZZ
360 129,806.44 1
1
315 YORK COURT 7.500 908.98 31
7.250 908.98 425,000.00
WALNUT CREEK CA 94598 5 06/17/98 00
0430973545 05 08/01/98 0
9861751 O 07/01/28
0
1782977 638/G01 F 382,500.00 ZZ
360 382,194.12 1
9741 NORFOLD DRIVE 7.125 2,576.97 80
6.875 2,576.97 480,000.00
SANTA ANA CA 92705 2 07/09/98 00
0430970707 03 09/01/98 0
8768961 O 08/01/28
0
1783017 E22/G01 F 332,000.00 ZZ
360 331,771.52 1
13129 BLOOMFIELD ST. 7.875 2,407.23 80
(SHERMAN OAKS) 7.625 2,407.23 415,000.00
LOS ANGELES CA 91423 2 07/17/98 00
0410942270 05 09/01/98 0
410942270 O 08/01/28
0
1783054 F28/G01 F 240,000.00 ZZ
360 236,941.75 1
2 GLENN MEADOW COURT 7.750 1,719.39 80
7.500 1,719.39 300,000.00
CINCINNATI OH 45246 1 08/28/97 00
0430948018 05 10/01/97 0
3361377 O 09/01/27
0
1783058 F28/G01 F 582,850.00 ZZ
360 582,045.13 1
2212 HOT OAK RIDGE STREET 7.875 4,226.07 80
7.625 4,226.07 734,000.00
LAS VEGAS NV 89134 1 06/25/98 00
0430948059 03 08/01/98 0
3523703 O 07/01/28
0
1783091 F28/G01 F 346,500.00 ZZ
360 345,957.76 1
383 OVERSEER PLACE 7.250 2,363.74 90
7.000 2,363.74 385,000.00
MT PLEASANT SC 29464 1 06/12/98 04
0430952887 03 08/01/98 25
1
3821735 O 07/01/28
0
1783138 F28/G01 F 429,850.00 ZZ
360 429,177.32 1
4578 PINE TREE COURT 7.250 2,932.33 79
7.000 2,932.33 550,000.00
WESTERVILLE OH 43082 2 06/08/98 00
0430949487 05 08/01/98 0
3842210 O 07/01/28
0
1783146 F28/G01 F 340,000.00 ZZ
360 339,480.97 1
7003 HUNTING LANE 7.375 2,348.30 70
7.125 2,348.30 490,000.00
RUSSELL TOWNSHI OH 44022 1 06/16/98 00
0430949610 05 08/01/98 0
3846932 O 07/01/28
0
1783163 F28/G01 F 390,000.00 ZZ
360 389,404.66 1
1808 WINGATE DRIVE 7.375 2,693.63 50
7.125 2,693.63 790,000.00
DELAWARE OH 43015 2 06/12/98 00
0430949818 05 08/01/98 0
3853581 O 07/01/28
0
1783222 F28/G01 F 388,200.00 ZZ
360 387,592.51 1
7220 ALGONQUIN DRIVE 7.250 2,648.21 68
7.000 2,648.21 577,000.00
CINCINNATI OH 45243 2 06/26/98 00
0430950519 05 08/01/98 0
3873399 O 07/01/28
0
1783287 F28/G01 F 604,000.00 ZZ
360 602,966.71 1
16 SANTO DOMINGO CIRCLE 7.500 4,223.26 80
7.250 4,223.26 755,000.00
SANTE FE NM 87501 1 06/22/98 00
0430951228 05 08/01/98 0
3896285 O 07/01/28
0
1
1783292 F28/G01 F 288,000.00 ZZ
360 287,560.37 1
2676 E OVERLOOK ROAD 7.375 1,989.14 80
7.125 1,989.14 360,000.00
CLEVELAND HEIGH OH 44106 1 06/16/98 00
0430951277 05 08/01/98 0
3897349 O 07/01/28
0
1783295 F28/G01 F 380,000.00 ZZ
360 379,710.85 1
7440 TWIN LAKES TR 7.375 2,624.57 70
7.125 2,624.57 545,000.00
CHAGRIN FALLS OH 44022 2 07/08/98 00
0430951319 05 09/01/98 0
3898628 O 08/01/28
0
1783296 F28/G01 F 275,000.00 ZZ
360 274,580.21 1
7845 IVYGATE LN 7.375 1,899.35 73
7.125 1,899.35 377,000.00
CINCINNATI OH 45242 2 06/22/98 00
0430951327 05 08/01/98 0
3898661 O 07/01/28
0
1783342 F28/G01 F 240,000.00 ZZ
360 239,432.39 1
5628 HARVEST RIDGE 7.375 1,657.63 80
7.125 1,657.63 302,000.00
MILFORD OH 45150 1 06/19/98 00
0430951830 03 08/01/98 0
3911090 O 07/01/28
0
1783349 F28/G01 F 250,000.00 ZZ
360 249,804.98 1
2998 KINGS GATE BLVD 7.250 1,705.44 77
7.000 1,705.44 325,000.00
BEAVERCREEK OH 45431 2 07/09/98 00
0430951905 05 09/01/98 0
3912379 O 08/01/28
0
1783356 F28/G01 F 260,000.00 ZZ
360 259,593.12 1
837 OXFORD STREET 7.250 1,773.66 80
7.000 1,773.66 325,000.00
1
WORTHINGTON OH 43085 1 06/19/98 00
0430951954 05 08/01/98 0
3914340 O 07/01/28
0
1783519 A35/G01 F 136,300.00 ZZ
360 136,208.55 1
916 BELLMORE ROAD 8.000 1,000.12 63
7.750 1,000.12 216,375.00
BELLMORE NY 11716 1 07/16/98 00
0430959213 05 09/01/98 0
PFW4174 O 08/01/28
0
1783566 664/G01 F 275,000.00 ZZ
360 274,800.96 1
18838 ALDRIDGE PLACE 7.625 1,946.44 71
7.375 1,946.44 390,000.00
ROWLAND HEIGHTS CA 91748 2 07/10/98 00
0430967844 03 09/01/98 0
2612190 O 08/01/28
0
1783576 F88/G01 F 329,400.00 ZZ
360 329,400.00 1
1148 CABOT PLACE 7.375 2,275.08 71
7.125 2,275.08 470,000.00
SAN JOSE CA 95129 5 07/27/98 00
0430964270 05 10/01/98 0
98070056 O 09/01/28
0
1783580 637/G01 F 275,000.00 ZZ
360 274,610.55 1
4013 COYOTE CROSSINGS ST 7.750 1,970.14 93
7.500 1,970.14 296,720.00
LAS VEGAS NV 89129 1 06/19/98 04
0430967638 03 08/01/98 30
8562340 O 07/01/28
0
1783585 637/G01 F 302,000.00 ZZ
360 301,538.99 1
1555 BEGEN AVENUE 7.375 2,085.84 56
7.125 2,085.84 540,000.00
MOUNTAIN VIEW CA 94040 2 06/12/98 00
0430992057 05 08/01/98 0
0010113363 O 07/01/28
0
1
1783594 637/G01 F 286,500.00 ZZ
360 286,073.43 1
936 SCHIELE AVENUE 7.500 2,003.25 72
7.250 2,003.25 400,000.00
SAN JOSE CA 95126 2 06/16/98 00
0430971895 05 08/01/98 0
0010919660 O 07/01/28
0
1783599 637/G01 F 375,000.00 ZZ
360 374,427.54 1
420 PROSPECT STREET 7.375 2,590.04 60
7.125 2,590.04 625,000.00
SAN CARLOS CA 94070 5 06/09/98 00
0430989152 05 08/01/98 0
0010114569 O 07/01/28
0
1783601 637/G01 F 307,500.00 ZZ
360 307,053.46 1
47 STODDARD COURT 7.625 2,176.47 73
7.375 2,176.47 425,000.00
DANVILLE CA 94526 2 06/10/98 00
0430966093 03 08/01/98 0
0011185980 O 07/01/28
0
1783608 637/G01 F 249,500.00 ZZ
360 249,155.46 1
147 HASLEMERE COURT 7.875 1,809.05 78
7.625 1,809.05 321,000.00
LAFAYETTE CA 94549 2 06/18/98 00
0430977371 09 08/01/98 0
0011177581 O 07/01/28
0
1783615 439/G01 F 298,000.00 ZZ
360 297,776.61 1
20 OVERLOOK RD 7.450 2,073.47 75
7.200 2,073.47 400,000.00
HASTINGS ON HUD NY 10706 2 07/01/98 00
0430998294 05 09/01/98 0
1955961 O 08/01/28
0
1783616 439/G01 F 310,500.00 ZZ
360 309,269.56 1
1
8 COACH HILL LANE 7.500 2,171.07 90
7.250 2,171.07 345,000.00
NORTHPORT NY 11768 1 07/06/98 10
0430999052 05 09/01/98 25
1956064 O 08/01/28
0
1783617 439/G01 F 337,500.00 ZZ
360 337,252.02 1
3 FLINTLOCK LANE 7.550 2,371.42 90
7.300 2,371.42 375,000.00
EAST HAMPTON NY 11937 1 07/15/98 05
0430999193 05 09/01/98 25
1956223 O 08/01/28
0
1783619 439/G01 F 506,000.00 ZZ
360 505,616.88 1
8 SIXPENCE WAY 7.400 3,503.45 75
7.150 3,503.45 675,000.00
CORONADO CA 92118 2 07/06/98 00
0430998328 03 09/01/98 0
1959003 O 08/01/28
0
1783620 439/G01 F 400,000.00 ZZ
360 399,675.34 1
4 BAYCREST DRIVE 7.050 2,674.66 70
6.800 2,674.66 575,000.00
HUNTINGTON BAY NY 11743 1 07/07/98 00
0430998336 05 09/01/98 0
1959162 O 08/01/28
0
1783623 439/G01 F 280,000.00 ZZ
360 279,788.00 1
2020 W RIVERSIDE DR 7.400 1,938.67 80
7.150 1,938.67 350,000.00
BURBANK CA 91506 5 07/03/98 00
0430998351 05 09/01/98 0
1959822 O 08/01/28
0
1783627 439/G01 F 629,900.00 ZZ
360 629,403.71 1
1182 CAMINO MANADERO 7.200 4,275.69 70
6.950 4,275.69 900,000.00
SANTA BARBARA CA 93111 5 07/08/98 00
0430998393 05 09/01/98 0
1
1962717 O 08/01/28
0
1783629 439/G01 F 260,000.00 ZZ
360 259,608.99 1
100 MICHELLE DRIVE 7.450 1,809.07 67
7.200 1,809.07 390,000.00
JERICHO NY 11753 1 07/01/98 00
0430999250 05 08/01/98 0
1962845 O 07/01/28
0
1783631 439/G01 F 530,000.00 ZZ
360 529,594.69 1
8101 SINALOA RD 7.350 3,651.56 71
7.100 3,651.56 750,000.00
PLAYA A DEL REY CA 90293 2 07/01/98 00
0430999300 05 09/01/98 0
1963785 O 08/01/28
0
1783634 439/G01 F 350,000.00 ZZ
360 349,713.23 1
26 GOLF LN 7.100 2,352.12 90
6.850 2,352.12 390,000.00
HUNTINGTON NY 11743 1 07/08/98 11
0430999334 05 09/01/98 25
1963964 O 08/01/28
0
1783636 439/G01 F 240,000.00 ZZ
360 239,818.28 1
15116 GREENLEAF STREET 7.400 1,661.72 80
7.150 1,661.72 300,000.00
SHERMAN OAKS CA 91403 2 07/02/98 00
0430998567 05 09/01/98 0
1964491 O 08/01/28
0
1783637 439/G01 F 620,000.00 ZZ
360 619,525.87 1
1333 BEACHMONT STREET 7.350 4,271.63 80
7.100 4,271.63 775,000.00
VENTURA CA 93001 2 06/25/98 00
0430998575 05 09/01/98 0
1964795 O 08/01/28
0
1
1783638 439/G01 F 270,000.00 ZZ
360 269,597.99 1
9260 RANCHO HILLS DRIVE 7.500 1,887.88 74
7.250 1,887.88 365,000.00
GILROY CA 95020 5 06/22/98 00
0430999409 05 08/01/98 0
1964824 O 07/01/28
0
1783640 439/G01 F 420,000.00 ZZ
360 419,694.48 1
31 ALTIMIRA 7.600 2,965.52 80
7.350 2,965.52 525,000.00
COTO DE CAZA CA 92679 5 06/29/98 00
0430999458 03 09/01/98 0
1964981 O 08/01/28
0
1783645 439/G01 F 650,000.00 ZZ
360 648,982.80 1
1729 MIDDLEFIELD ROAD 7.250 4,434.15 44
7.000 4,434.15 1,500,000.00
PALO ALTO CA 94301 5 06/19/98 00
0430998658 05 08/01/98 0
1965472 O 07/01/28
0
1783648 439/G01 F 266,000.00 ZZ
360 265,794.55 1
26061 WATERWHEEL PLACE 7.300 1,823.62 54
7.050 1,823.62 493,000.00
LAGUNA HILLS CA 92653 2 07/01/98 00
0430999516 03 09/01/98 0
1965942 O 08/01/28
0
1783649 439/G01 F 270,500.00 ZZ
360 270,297.22 1
18815 LOS ALIMOS STREET 7.450 1,882.13 73
7.200 1,882.13 375,000.00
NORTHRIDGE CA 91326 2 07/06/98 00
0430998690 05 09/01/98 0
1965966 O 08/01/28
0
1783651 637/G01 F 650,000.00 ZZ
360 649,032.19 1
758 CHRISTINE DRIVE 7.500 4,544.90 74
7.250 4,544.90 890,000.00
1
PALO ALTO CA 94303 2 06/23/98 00
0430955088 05 08/01/98 0
0010927101 O 07/01/28
0
1783658 439/G01 F 441,000.00 ZZ
360 440,666.10 1
2903 MANAGUA PLACE 7.400 3,053.40 46
7.150 3,053.40 975,000.00
CARLSBAD CA 92009 2 06/30/98 00
0430998815 05 09/01/98 0
1966745 O 08/01/28
0
1783659 439/G01 F 260,000.00 ZZ
360 259,803.14 1
16 BLAIR STREET 7.400 1,800.19 80
7.150 1,800.19 325,000.00
BRONXVILLE NY 10708 1 07/03/98 00
0430999540 05 09/01/98 0
1966789 O 08/01/28
0
1783661 439/G01 F 325,000.00 ZZ
360 324,486.32 1
1066 PRINCETON ST 7.200 2,206.07 40
6.950 2,206.07 825,000.00
SANTA MONICA CA 90403 5 06/26/98 00
0430998856 05 08/01/98 0
1967006 O 07/01/28
0
1783663 439/G01 F 308,000.00 ZZ
360 307,773.69 1
227 SHELLEY AVENUE #C 7.550 2,164.14 80
7.300 2,164.14 385,000.00
CAMPBELL CA 95008 5 07/06/98 00
0430999599 03 09/01/98 0
1967385 O 08/01/28
0
1783664 439/G01 F 284,800.00 ZZ
360 284,575.61 1
21181 POSTON LN 7.200 1,933.19 76
6.950 1,933.19 375,000.00
HUNTINGTON BEAC CA 92646 2 07/01/98 00
0430999607 05 09/01/98 0
1967404 O 08/01/28
0
1
1783667 439/G01 F 248,000.00 ZZ
360 247,814.10 1
1408 EAGLES NEST LANE 7.450 1,725.57 80
7.200 1,725.57 310,000.00
GILROY CA 95020 5 07/03/98 00
0430999102 05 09/01/98 0
1967740 O 08/01/28
0
1783673 439/G01 F 450,000.00 ZZ
360 449,662.67 1
904 BARNESON AVENUE 7.450 3,131.08 60
7.200 3,131.08 750,000.00
SAN MATEO CA 94402 5 07/01/98 00
0430999631 05 09/01/98 0
1968264 O 08/01/28
0
1783677 439/G01 F 443,000.00 ZZ
360 442,671.22 1
3454 RAMBOW DRIVE 7.500 3,097.53 66
7.250 3,097.53 675,000.00
PALO ALTO CA 94306 5 06/25/98 00
0430999656 05 09/01/98 0
1968400 O 08/01/28
0
1783678 439/G01 F 325,000.00 ZZ
360 324,761.20 1
27205 LOMA PRIETA WAY 7.550 2,283.59 65
7.300 2,283.59 500,000.00
LOS GATOS CA 95033 5 07/01/98 00
0430999664 05 09/01/98 0
1968579 O 08/01/28
0
1783679 439/G01 F 342,000.00 ZZ
360 341,733.20 1
4791 ROUNDTREE DRIVE 7.250 2,333.05 69
7.000 2,333.05 500,000.00
CAMPBELL CA 95008 5 07/07/98 00
0430999276 05 09/01/98 0
1968646 O 08/01/28
0
1783682 439/G01 F 465,000.00 ZZ
360 464,651.42 1
1
1108 ARBOLADO ROAD 7.450 3,235.45 47
7.200 3,235.45 1,000,000.00
SANTA BARBARA CA 93103 5 06/25/98 00
0430999680 05 09/01/98 0
1968793 O 08/01/28
0
1783683 439/G01 F 232,000.00 ZZ
360 231,827.82 1
5326 E BIG SKY LN 7.500 1,622.18 80
7.250 1,622.18 290,000.00
ANAHEIM CA 92807 2 07/07/98 00
0430999342 03 09/01/98 0
1968873 O 08/01/28
0
1783687 439/G01 F 360,000.00 ZZ
360 359,719.16 1
621 NEWMAN PL 7.250 2,455.84 80
7.000 2,455.84 450,000.00
MOUNTAIN VIEW CA 94043 5 07/06/98 00
0430999698 01 09/01/98 0
1969018 O 08/01/28
0
1783696 439/G01 F 231,500.00 ZZ
360 231,313.95 1
918 AMAPOLA AVE 7.100 1,555.76 90
6.850 1,555.76 260,000.00
TORRANCE CA 90501 2 07/06/98 11
0430999383 05 09/01/98 25
1969286 O 08/01/28
0
1783698 439/G01 F 258,000.00 ZZ
360 257,796.72 1
2216 HUDSON DRIVE 7.200 1,751.28 76
6.950 1,751.28 340,000.00
SANTA BARBARA CA 93109 2 07/03/98 00
0430999391 05 09/01/98 0
1969325 O 08/01/28
0
1783710 439/G01 F 510,000.00 ZZ
360 509,617.70 1
263 21ST ST 7.450 3,548.55 40
7.200 3,548.55 1,300,000.00
SANTA MONICA CA 90402 5 07/06/98 00
0430999870 05 09/01/98 0
1
1970451 O 08/01/28
0
1783711 439/G01 F 300,000.00 ZZ
360 299,772.86 1
1166 BELBROOK WAY 7.400 2,077.14 70
7.150 2,077.14 430,000.00
MILPITAS CA 95035 2 07/01/98 00
0430999888 05 09/01/98 0
1970452 O 08/01/28
0
1783714 439/G01 F 270,000.00 ZZ
360 269,799.62 1
2484 DEER VALLEY LANE 7.500 1,887.88 47
7.250 1,887.88 580,000.00
WALNUT CREEK CA 94598 5 07/02/98 00
0430999912 03 09/01/98 0
1970684 O 08/01/28
0
1783717 439/G01 F 454,300.00 ZZ
360 453,959.45 1
929 W CARMEL VALLEY RD 7.450 3,161.00 79
7.200 3,161.00 575,000.00
CARMEL VALLEY CA 93924 5 07/07/98 00
0431000066 05 09/01/98 0
1970826 O 08/01/28
0
1783719 439/G01 F 486,000.00 ZZ
360 484,875.50 1
1395 AVONDALE RD 7.100 3,266.08 49
6.850 3,266.08 1,000,000.00
HILLSBOROUGH CA 94010 2 07/09/98 00
0430999920 05 09/01/98 0
1971061 O 08/01/28
0
1783720 439/G01 F 340,000.00 ZZ
360 339,682.50 1
1035 SEENA AVE 7.350 2,342.51 50
7.100 2,342.51 685,000.00
LOS ALTOS CA 94024 2 07/03/98 00
0430999938 05 09/01/98 0
1971121 O 08/01/28
0
1
1783725 439/G01 F 250,000.00 ZZ
360 249,786.85 1
4708 PALM DR 6.800 1,629.82 24
6.550 1,629.82 1,075,000.00
LA CANADA-FLINT CA 91011 1 07/13/98 00
0430999854 05 09/01/98 0
1972867 O 08/01/28
0
1783747 637/G01 F 525,000.00 ZZ
360 524,218.30 1
170 HEATHER LANE 7.500 3,670.88 70
7.250 3,670.88 757,000.00
PALO ALTO CA 94303 5 06/17/98 00
0430959502 05 08/01/98 0
0010926244 O 07/01/28
0
1783801 K72/G01 F 256,000.00 ZZ
360 255,795.28 1
401 CLAYDON WAY 7.125 1,724.72 80
6.875 1,724.72 320,000.00
SACRAMENTO CA 95864 2 07/22/98 00
0430970459 05 09/01/98 0
608 O 08/01/28
0
1783861 E22/G01 F 139,650.00 ZZ
360 139,548.93 1
10116 SAN GABRIEL NE 7.625 988.43 95
7.375 988.43 147,000.00
ALBUQUERQUE NM 87111 2 07/27/98 04
0410950513 05 09/01/98 30
410950513 O 08/01/28
0
1784007 E22/G01 F 136,000.00 ZZ
360 135,904.01 1
38 HILLCREST TERRACE 7.750 974.32 66
7.500 974.32 209,000.00
LINCOLN PARK NJ 07305 1 07/30/98 00
0410880926 05 09/01/98 0
410880926 O 08/01/28
0
1784063 637/G01 F 600,000.00 ZZ
360 599,061.05 1
12545 WARDELL COURT 7.250 4,093.06 70
7.000 4,093.06 863,000.00
1
SARATOGA CA 95070 2 06/26/98 00
0430970095 05 08/01/98 0
0010926392 O 07/01/28
0
1784064 638/G01 F 119,750.00 ZZ
360 119,654.24 1
1438 RED SUNSET AVENUE 7.125 806.78 90
6.875 806.78 133,075.00
HENDERSON NV 89014 1 07/13/98 10
0430958819 03 09/01/98 25
8715344 O 08/01/28
0
1784104 356/G01 F 500,000.00 ZZ
360 499,619.54 1
3976 PERIE LANE 7.375 3,453.38 69
7.125 3,453.38 725,000.00
SAN JOSE CA 95132 5 07/13/98 00
0430969055 05 09/01/98 0
2533909 O 08/01/28
0
1784114 637/G01 F 345,000.00 ZZ
360 344,245.39 1
4638 CORONA DRIVE 7.125 2,324.33 73
6.875 2,324.33 475,000.00
SAN JOSE CA 95129 5 06/25/98 00
0430972315 05 08/01/98 0
0011186608 O 07/01/28
0
1784118 637/G01 F 265,000.00 ZZ
360 264,605.43 1
15714 GARDENIA WAY 7.500 1,852.92 39
7.250 1,852.92 688,000.00
LOS GATOS CA 95032 2 06/24/98 00
0430963306 05 08/01/98 0
0010925030 O 07/01/28
0
1784121 637/G01 F 300,000.00 ZZ
360 299,542.04 1
901 S. CLOVER AVENUE 7.375 2,072.03 62
7.125 2,072.03 485,000.00
SAN JOSE CA 95128 5 06/08/98 00
0430966549 05 08/01/98 0
0011175361 O 07/01/28
0
1
1784130 637/G01 F 380,000.00 ZZ
360 379,434.20 1
177 VILLA NUEVA COURT 7.500 2,657.02 52
7.250 2,657.02 740,000.00
MOUNTAIN VIEW CA 94040 2 06/04/98 00
0430972331 05 08/01/98 0
0011183647 O 07/01/28
0
1784133 637/G01 F 314,300.00 ZZ
360 313,820.21 1
215 GALLI DRIVE 7.375 2,170.80 45
7.125 2,170.80 705,000.00
LOS ALTOS CA 94022 2 06/12/98 00
0430966176 05 08/01/98 0
0011183019 O 07/01/28
0
1784228 664/G01 F 291,000.00 ZZ
360 290,772.99 1
3099 ROSEMARY LANE 7.250 1,985.14 64
7.000 1,985.14 455,000.00
LAKE OSWEGO OR 97034 2 07/13/98 00
0430966838 03 09/01/98 0
2601284 O 08/01/28
0
1784253 M07/G01 F 559,250.00 ZZ
360 558,824.46 1
28965 NORTH SHORE ROAD 7.375 3,862.60 75
7.125 3,862.60 750,000.00
LAKE ARROWHEAD CA 92352 2 07/24/98 00
0430967984 05 09/01/98 0
12980 O 08/01/28
0
1784289 E22/G01 F 152,400.00 ZZ
360 152,268.79 1
1966 CAROLYN DRIVE 6.750 988.46 80
6.500 988.46 190,500.00
PLEASANT HILL CA 94523 1 07/28/98 00
0410982698 05 09/01/98 0
410982698 O 08/01/28
0
1784299 E22/G01 F 126,000.00 ZZ
360 125,901.71 1
1
1437 ANNKIM CIRCLE 7.250 859.54 79
7.000 859.54 160,800.00
GARDNERVILLE NV 89410 2 07/24/98 00
0410838544 05 09/01/98 0
410838544 O 08/01/28
0
1784301 E22/G01 F 214,400.00 ZZ
360 214,248.68 1
1236 MORTON AVENUE 7.750 1,535.99 80
7.500 1,535.99 268,000.00
SANTA CLARA CA 95051 2 07/27/98 00
0410965628 05 09/01/98 0
410965628 O 08/01/28
0
1784302 E22/G01 F 224,000.00 ZZ
360 223,825.26 1
6393 CALLE BODEGA 7.250 1,528.07 66
7.000 1,528.07 342,000.00
CAMARILLO CA 93012 5 07/28/98 00
0410968416 05 09/01/98 0
410968416 O 08/01/28
0
1784306 E22/G01 F 400,000.00 ZZ
360 399,680.13 1
716 PICO AVENUE 7.125 2,694.87 73
6.875 2,694.87 550,000.00
SAN MATEO CA 94403 5 07/24/98 00
0410958466 05 09/01/98 0
410958466 O 08/01/28
0
1784482 E22/G01 F 121,500.00 ZZ
360 121,409.83 1
224 CANTWELL COURT 7.500 849.55 90
7.250 849.55 135,000.00
REYNOLDSBURG OH 43068 2 07/28/98 04
0410969554 05 09/01/98 25
410969554 O 08/01/28
0
1784527 E22/G01 F 340,400.00 ZZ
360 340,134.45 1
498 WELLINGTON DRIVE 7.250 2,322.13 74
7.000 2,322.13 460,000.00
WYCKOFF NJ 07481 2 07/24/98 00
0410918627 05 09/01/98 0
1
410918627 O 08/01/28
0
1784545 K88/G01 F 558,000.00 ZZ
360 558,000.00 1
4 TALLEYRAND DRIVE 7.250 3,806.55 80
7.000 3,806.55 697,500.00
COLTS NECK NJ 07722 1 08/04/98 00
0430955690 05 10/01/98 0
8287 O 09/01/28
0
1784553 246/G01 F 151,900.00 ZZ
360 151,772.38 1
8309 ACCOTINK ROAD 6.875 997.88 80
6.625 997.88 189,900.00
LORTON VA 22079 1 07/31/98 00
0430961664 05 09/01/98 0
028116 O 08/01/28
0
1784573 815/G01 F 500,000.00 ZZ
360 499,619.54 1
97 BARNYARD LANE 7.375 3,453.38 64
7.125 3,453.38 785,000.00
ROSLYN HEIGHTS NY 11577 1 07/23/98 00
0430967570 05 09/01/98 0
84264 O 08/01/28
0
1784574 267/267 F 1,000,000.00 ZZ
360 999,200.31 1
646 VISTA LANE 7.125 6,737.19 45
6.875 6,737.19 2,250,000.00
LAGUNA BEACH CA 92651 2 07/14/98 00
4263951 05 09/01/98 0
4263951 O 08/01/28
0
1784577 664/G01 F 269,000.00 ZZ
360 268,805.30 1
1318 STOCKBRIDGE DRIVE 7.625 1,903.97 73
7.375 1,903.97 370,000.00
SAN JOSE CA 95130 5 07/21/98 00
0430978569 05 09/01/98 0
2646842 O 08/01/28
0
1
1784578 815/G01 F 244,000.00 ZZ
360 243,804.87 1
12 WILLOWBEND LANE 7.125 1,643.88 80
6.875 1,643.88 305,280.00
HOLTSVILLE NY 11742 1 07/28/98 00
0430984542 03 09/01/98 0
38260 O 08/01/28
0
1784613 J95/J95 F 318,400.00 ZZ
360 317,949.09 1
517 CATALINA DRIVE 7.750 2,281.06 80
7.500 2,281.06 398,000.00
NEWPORT BEACH CA 92663 2 06/18/98 00
0012987194 05 08/01/98 0
0012987194 O 07/01/28
0
1784661 267/267 F 699,900.00 ZZ
360 699,340.30 1
11820 GWYNNE LANE 7.125 4,715.36 70
6.875 4,715.36 1,000,000.00
LOS ANGELES CA 90077 5 07/14/98 00
4264517 03 09/01/98 0
4264517 O 08/01/28
0
1784665 J95/J95 F 261,250.00 ZZ
360 260,587.52 1
608 SUSQUEHANNA AVENUE 7.250 1,782.19 95
7.000 1,782.19 275,000.00
WEST PITTSTON PA 18643 1 06/18/98 06
0009352147 05 08/01/98 30
0009352147 O 07/01/28
0
1784677 J95/J95 F 266,000.00 ZZ
360 263,540.30 1
11776 HOLLYVIEW DRIVE 6.875 1,747.44 68
6.625 1,747.44 396,000.00
GREAT FALLS VA 22066 1 06/25/98 00
0009403015 05 08/01/98 0
0009403015 O 07/01/28
0
1784681 920/G01 F 483,000.00 ZZ
360 483,000.00 1
11772 SILVER FOX ROAD 7.500 3,377.21 75
7.250 3,377.21 645,000.00
1
LOS ALAMITOS AR CA 90720 2 08/03/98 00
0430970210 05 10/01/98 0
985171 O 09/01/28
0
1784685 J95/J95 F 250,000.00 ZZ
360 249,598.97 1
106 DANZA COURT 7.125 1,684.30 67
6.875 1,684.30 375,000.00
ORINDA CA 94563 5 06/01/98 00
0016019325 05 08/01/98 0
0016019325 O 07/01/28
0
1784689 J95/J95 F 261,000.00 ZZ
360 260,601.56 1
125 AUGUSTA DRIVE 7.375 1,802.67 90
7.125 1,802.67 290,000.00
LINCROFT NJ 07738 1 06/26/98 01
0009356387 05 08/01/98 25
0009356387 O 07/01/28
0
1784708 J95/J95 F 240,000.00 ZZ
360 239,434.91 1
16430 SW NIGHTHAWK DR 7.250 1,637.23 63
7.000 1,637.23 381,000.00
BEAVERTON OR 97007 5 05/13/98 00
7987852 03 07/01/98 0
7987852 O 06/01/28
0
1784721 J95/J95 F 372,000.00 ZZ
360 371,459.81 1
426 CARNATION #2 7.625 2,632.99 80
7.375 2,632.99 465,000.00
CORONA DEL MAR CA 92625 2 06/09/98 00
0012894242 01 08/01/98 0
0012894242 O 07/01/28
0
1784731 J95/J95 F 399,400.00 ZZ
360 398,848.46 1
1150 AVONLEA CIRCLE 7.875 2,895.93 85
7.625 2,895.93 469,915.00
GLEN MILLS PA 19342 1 06/17/98 12
0009423534 05 08/01/98 12
0009423534 O 07/01/28
0
1
1784741 J95/J95 F 285,000.00 ZZ
360 284,531.42 1
1106 SHIPMAN LANE 7.000 1,896.11 75
6.750 1,896.11 385,000.00
MCLEAN VA 22101 1 06/25/98 00
13042502 05 08/01/98 0
13042502 O 07/01/28
0
1784750 J95/J95 F 300,000.00 ZZ
360 299,542.04 1
3491 CHEECHAKO DRIVE 7.375 2,072.03 67
7.125 2,072.03 452,157.00
RENO NV 89509 1 06/11/98 00
0012717567 03 08/01/98 0
0012717567 O 07/01/28
0
1784757 J95/J95 F 306,400.00 ZZ
360 305,943.80 1
151 OAKMONT 7.500 2,142.39 80
7.250 2,142.39 383,000.00
JACKSON TN 38305 2 06/15/98 00
0015017163 05 08/01/98 0
0015017163 O 07/01/28
0
1784774 J95/J95 F 355,500.00 ZZ
360 354,983.76 1
24 PLUME COURT 7.625 2,516.21 75
7.375 2,516.21 474,000.00
FREDERICKSBURG VA 22405 5 06/25/98 00
0009426438 05 08/01/98 0
0009426438 O 07/01/28
0
1784780 J95/J95 F 276,000.00 ZZ
360 275,557.25 1
20512 STRAHAM WAY 7.125 1,859.47 80
6.875 1,859.47 345,000.00
STERLING VA 20165 1 06/29/98 00
0009222555 03 08/01/98 0
0009222555 O 07/01/28
0
1784789 637/G01 F 252,000.00 ZZ
360 251,615.30 1
1
1163 NOYES ROAD 7.375 1,740.51 80
7.125 1,740.51 315,000.00
ARROYO GRANDE CA 93420 2 06/24/98 00
0430981530 05 08/01/98 0
0011189487 O 07/01/28
0
1784791 637/G01 F 398,000.00 ZZ
360 397,407.39 1
35 QUAIL 7.500 2,782.88 38
7.250 2,782.88 1,050,000.00
PORTOLA VALLEY CA 94028 2 06/22/98 00
0430966507 03 08/01/98 0
0011194164 O 07/01/28
0
1784800 637/G01 F 375,000.00 ZZ
360 374,427.54 1
21904 ALMADEN AVENUE 7.375 2,590.04 47
7.125 2,590.04 805,000.00
CUPERTINO CA 95014 5 06/23/98 00
0430998963 05 08/01/98 0
0011187614 O 07/01/28
0
1784806 637/G01 F 418,000.00 ZZ
360 417,063.51 1
33 PINE LANE 7.500 2,922.72 62
7.250 2,922.72 675,000.00
LOS ALTOS CA 94022 2 05/27/98 00
0430986950 05 07/01/98 0
0011167947 O 06/01/28
0
1784807 637/G01 F 380,000.00 ZZ
360 379,419.92 1
1212 BRENTWOOD STREET 7.375 2,624.57 63
7.125 2,624.57 610,000.00
LOS ALTOS CA 94024 2 06/12/98 00
0430966473 05 08/01/98 0
0011186905 O 07/01/28
0
1784823 637/G01 F 580,000.00 ZZ
360 578,667.83 1
211 BELMONT AVENUE 7.375 4,005.92 50
7.125 4,005.92 1,175,000.00
LOS GATOS CA 95030 5 05/29/98 00
0430969535 05 07/01/98 0
1
0010919637 O 06/01/28
0
1784832 637/G01 F 297,000.00 ZZ
360 296,557.78 1
4379 GROVER DRIVE 7.500 2,076.67 73
7.250 2,076.67 407,000.00
FREMONT CA 94536 2 06/19/98 00
0430969519 03 08/01/98 0
0011193117 O 07/01/28
0
1784836 J95/J95 F 196,000.00 ZZ
360 195,661.01 1
5235 BRAYWOOD DR 7.375 1,353.73 80
7.125 1,353.73 245,000.00
CENTERVILLE VA 20120 1 06/24/98 00
0009428731 03 08/01/98 0
0009428731 O 07/01/28
0
1784843 J95/J95 F 500,000.00 ZZ
360 499,197.93 1
4114 40TH PLACE NORTH 7.125 3,368.60 61
6.875 3,368.60 825,000.00
ARLINGTON VA 22207 5 06/25/98 00
9416348 05 08/01/98 0
9416348 O 07/01/28
0
1784851 J95/J95 F 263,200.00 ZZ
360 262,767.24 1
2418 LUCKETT AVENUE 7.000 1,751.08 80
6.750 1,751.08 329,000.00
VIENNA VA 22180 1 06/23/98 00
0012907663 05 08/01/98 0
0012907663 O 07/01/28
0
1784852 B60/G01 F 351,800.00 ZZ
360 351,525.56 1
4815 QUEDO PLACE 7.250 2,399.90 61
WOODLAND HILLS (AREA) 7.000 2,399.90 580,000.00
LOS ANGELES CA 91364 2 07/22/98 00
0430970327 05 09/01/98 0
253072 O 08/01/28
0
1
1784861 B60/G01 F 382,900.00 ZZ
360 382,570.33 1
4327 CHEVY CHASE DRIVE 6.750 2,483.48 68
6.500 2,483.48 565,000.00
LA CANADA FLINT CA 91011 2 07/15/98 00
0430968115 05 09/01/98 0
253034 O 08/01/28
0
1784874 J95/J95 F 318,750.00 ZZ
360 318,263.41 1
2874 NE ALAMEDA DRIVE 7.375 2,201.53 75
7.125 2,201.53 425,000.00
PORTLAND OR 97212 2 06/18/98 00
0016014649 05 08/01/98 0
0016014649 O 07/01/28
0
1784877 225/225 F 246,000.00 ZZ
360 245,052.44 1
12091 ARROYO AVENUE 7.375 1,699.07 61
7.125 1,699.07 405,000.00
SANTA ANA AREA CA 92705 5 03/07/98 00
7005998 05 05/01/98 0
7005998 O 04/01/28
0
1784898 J95/J95 F 284,000.00 ZZ
360 283,597.82 1
3529 BALLANTYNE DRIVE 7.750 2,034.61 80
7.500 2,034.61 355,000.00
PLEASANTON CA 94588 2 06/05/98 00
0012723698 05 08/01/98 0
0012723698 O 07/01/28
0
1784903 964/G01 F 250,500.00 ZZ
360 250,314.10 1
1140 SOUTH RIDGEMARK DRIVE 7.500 1,751.53 78
7.250 1,751.53 325,000.00
HOLLISTER CA 95023 2 07/20/98 00
0430967810 03 09/01/98 0
39418 O 08/01/28
0
1784907 J95/J95 F 212,000.00 ZZ
360 211,659.93 1
43283 SWAMPFOX COURT 7.125 1,428.28 80
6.875 1,428.28 265,000.00
1
ASHBURN VA 20147 1 06/23/98 00
0012977625 03 08/01/98 0
0012977625 O 07/01/28
0
1784920 J95/J95 F 240,000.00 ZZ
360 239,642.65 1
8405 REFLECTION LANE 7.500 1,678.12 80
7.250 1,678.12 300,000.00
VIENNA VA 22182 1 06/05/98 00
0007960917 05 08/01/98 0
0007960917 O 07/01/28
0
1784972 E01/G01 F 272,000.00 ZZ
360 272,000.00 1
163-40 15TH DRIVE 7.500 1,901.86 80
7.250 1,901.86 340,000.00
WHITESTONE NY 11357 1 08/13/98 00
0430981092 05 10/01/98 0
983016 O 09/01/28
0
1785001 J95/J95 F 282,000.00 ZZ
360 281,285.18 1
13890 LAWRENCE PARK CT 6.875 1,852.54 80
6.625 1,852.54 352,500.00
CHANTILLY VA 20151 1 05/27/98 00
0007926835 03 07/01/98 0
0007926835 O 06/01/28
0
1785002 J95/J95 F 252,000.00 ZZ
360 251,595.74 1
8600 SE THREE TREES LANE 7.125 1,697.78 80
6.875 1,697.78 315,000.00
AMITY OR 97101 2 06/17/98 00
0016015042 05 08/01/98 0
0016015042 O 07/01/28
0
1785005 J95/J95 F 283,500.00 ZZ
360 283,273.28 1
91335 TRIPLE OAKS DRIVE 7.125 1,910.00 70
6.875 1,910.00 405,000.00
EUGENE OR 97408 1 07/10/98 00
0016092223 05 09/01/98 0
0016092223 O 08/01/28
0
1
1785027 J95/J95 F 266,700.00 ZZ
360 266,282.63 1
9591 NW MARVIN LANE 7.250 1,819.37 80
7.000 1,819.37 336,000.00
PORTLAND OR 97229 1 06/23/98 00
0007921141 03 08/01/98 0
0007921141 O 07/01/28
0
1785031 J95/J95 F 300,000.00 ZZ
360 299,553.32 1
2621 READ AVENUE 7.500 2,097.65 63
7.250 2,097.65 480,000.00
BELMONT CA 94002 5 06/12/98 00
0012725529 05 08/01/98 0
0012725529 O 07/01/28
0
1785032 J95/J95 F 254,000.00 ZZ
360 253,444.96 1
15395 MARTINS HUNDRED DRIVE 7.625 1,797.80 89
7.375 1,797.80 287,000.00
CENTREVILLE VA 20120 2 05/15/98 04
0012642690 03 07/01/98 25
0012642690 O 06/01/28
0
1785033 J95/J95 F 300,000.00 ZZ
360 299,422.79 1
3870 VINE MAPLE DRIVE 7.375 2,072.03 80
7.125 2,072.03 375,000.00
EUGENE OR 97405 1 06/18/98 00
0016014912 05 08/01/98 0
0016014912 O 07/01/28
0
1785039 J95/J95 F 273,000.00 ZZ
360 272,572.77 1
8621 CHERRY DRIVE 7.250 1,862.35 78
7.000 1,862.35 350,000.00
FAIRFAX VA 22031 2 06/21/98 00
9425919 05 08/01/98 0
9425919 O 07/01/28
0
1785042 J95/J95 F 240,000.00 ZZ
360 239,642.65 1
1
770 CORDOVA COURT 7.500 1,678.12 80
7.250 1,678.12 300,000.00
MORGAN HILL CA 95037 5 06/11/98 00
0016006934 05 08/01/98 0
0016006934 O 07/01/28
0
1785050 J95/J95 F 285,000.00 ZZ
360 284,586.15 1
171 FAIRVIEW COURT 7.625 2,017.21 78
7.375 2,017.21 370,000.00
HOLLISTER CA 95023 2 06/24/98 00
0012722732 05 08/01/98 0
0012722732 O 07/01/28
0
1785051 E22/G01 F 267,350.00 ZZ
360 267,166.01 1
26 BUCKINGHAM DRIVE 7.875 1,938.47 75
7.625 1,938.47 356,500.00
OCEAN TWP. NJ 07712 1 07/16/98 00
0410910129 05 09/01/98 0
410910129 O 08/01/28
0
1785052 J95/J95 F 445,000.00 ZZ
360 444,337.44 1
604 KAY SPRINGS COURT 7.500 3,111.50 74
7.250 3,111.50 605,000.00
MORGAN HILL CA 95037 5 06/10/98 00
0012722070 05 08/01/98 0
0012722070 O 07/01/28
0
1785057 J95/J95 F 249,000.00 ZZ
360 248,570.03 1
333 DEER RUN DRIVE 6.750 1,615.01 75
6.500 1,615.01 335,000.00
MOUNTAINTOP PA 18707 1 06/22/98 00
0009352766 05 08/01/98 0
0009352766 O 07/01/28
0
1785076 E22/G01 F 221,200.00 ZZ
360 221,014.16 1
11708 FLEMISH MILL COURT 6.875 1,453.13 70
6.625 1,453.13 316,000.00
OAKTON VA 22124 1 07/28/98 00
0410949606 03 09/01/98 0
1
410949606 O 08/01/28
0
1785081 J95/J95 F 300,400.00 ZZ
360 299,918.11 1
2360 NORTH VERMONT STREET 7.125 2,023.86 78
6.875 2,023.86 385,500.00
ARLINGTON VA 22207 1 06/29/98 00
009404542 05 08/01/98 0
009404542 O 07/01/28
0
1785102 225/225 F 143,000.00 ZZ
360 142,204.77 1
748 LONDON STREET 7.250 975.52 59
7.000 975.52 245,000.00
SAN FRANCISCO CA 94112 2 01/15/98 00
8084033 07 03/01/98 0
8084033 O 02/01/28
0
1785129 J95/J95 F 287,934.00 ZZ
360 287,483.40 1
19871 WEEMS LANE 7.250 1,964.22 80
7.000 1,964.22 360,000.00
HUNTINGTON BEAC CA 92646 5 06/04/98 00
0012892782 05 08/01/98 0
0012892782 O 07/01/28
0
1785147 J95/J95 F 320,000.00 ZZ
360 319,499.22 1
320 REDTAIL RIDGE 7.250 2,182.97 80
7.000 2,182.97 400,000.00
ROSEBURG OR 97470 1 06/11/98 00
00077748825 05 08/01/98 0
00077748825 O 07/01/28
0
1785159 J95/J95 F 264,800.00 ZZ
360 264,375.22 1
4624 MARITIME LOOP 7.125 1,784.01 80
6.875 1,784.01 331,000.00
UNION CITY CA 94587 2 06/09/98 00
0012724241 03 08/01/98 0
0012724241 O 07/01/28
0
1
1785168 J95/J95 F 254,400.00 ZZ
360 254,001.88 1
4507 MACBETH AVENUE 7.250 1,735.46 80
7.000 1,735.46 318,000.00
FREMONT CA 94555 5 06/05/98 00
0012724332 05 08/01/98 0
0012724332 O 07/01/28
0
1785187 J95/J95 F 236,000.00 ZZ
360 235,665.80 1
807 CHERT PLACE 7.750 1,690.73 90
7.500 1,690.73 265,000.00
CLAYTON CA 94517 2 06/15/98 10
0012978664 09 08/01/98 25
0012978664 O 07/01/28
0
1785188 J95/J95 F 232,000.00 ZZ
360 231,645.84 1
1847 ABBOTSFORD ROAD 7.375 1,602.37 80
7.125 1,602.37 290,000.00
VIENNA VA 22182 1 06/25/98 00
0012763389 05 08/01/98 0
0012763389 O 07/01/28
0
1785194 J95/J95 F 340,000.00 ZZ
360 338,536.53 1
106 PALACIO ROAD 7.250 2,319.40 74
7.000 2,319.40 460,000.00
CORRALES NM 87048 2 06/22/98 00
0016056038 05 08/01/98 0
0016056038 O 07/01/28
0
1785195 J95/J95 F 304,000.00 ZZ
360 303,750.81 1
3402 NW LURAY TERRACE 7.000 2,022.52 76
6.750 2,022.52 400,000.00
PORTLAND OR 97210 5 07/01/98 00
0016067092 05 09/01/98 0
0016067092 O 08/01/28
0
1785197 J95/J95 F 308,000.00 ZZ
360 307,552.73 1
4166 GLACIER LILY 7.625 2,180.01 80
7.375 2,180.01 385,000.00
1
LAKE OSWEGO OR 97035 1 06/08/98 00
0007914930 03 08/01/98 0
0007914930 O 07/01/28
0
1785214 F96/G01 F 130,000.00 ZZ
360 129,910.54 1
283 LAFAYETTE AVENUE 7.875 942.59 73
7.625 942.59 180,000.00
CLIFFSIDE PARK NJ 07010 2 07/31/98 00
0430960377 05 09/01/98 0
2995 O 08/01/28
0
1785244 H10/H10 F 280,000.00 ZZ
360 279,792.20 1
55 ROLLING RIDGE ROAD 7.500 1,957.80 70
7.250 1,957.80 405,000.00
SADDLE RIVER NJ 07458 1 07/30/98 00
12132799 05 09/01/98 0
12132799 O 08/01/28
0
1785271 562/G01 F 351,200.00 ZZ
360 351,200.00 1
30 MIDDLETON ROAD 7.375 2,425.66 80
7.125 2,425.66 439,000.00
GARDEN CITY NY 11530 1 08/03/98 00
0430961334 05 10/01/98 0
568352 O 09/01/28
0
1785301 E22/G01 F 570,400.00 ZZ
360 569,965.97 1
2459 DARLINGTON ROW 7.375 3,939.61 80
7.125 3,939.61 715,000.00
SAN DIEGO CA 92037 2 07/28/98 00
0410961510 03 09/01/98 0
410961510 O 08/01/28
0
1785342 B87/G01 F 257,000.00 ZZ
360 257,000.00 1
80 MAPLE STREET 7.500 1,796.99 80
7.250 1,796.99 325,000.00
BROOKLYN NY 11225 2 07/30/98 00
0430968982 05 10/01/98 0
00170000001044 O 09/01/28
0
1
1785360 956/G01 F 172,000.00 ZZ
360 171,881.63 1
2400 EAST QUINCY AVENUE 7.875 1,247.12 77
7.625 1,247.12 225,000.00
ORANGE CA 92867 2 07/17/98 00
0430987941 05 09/01/98 0
608060071 O 08/01/28
0
1785453 B57/G01 F 312,800.00 ZZ
360 312,537.20 1
1556 ELEVADO STREET 6.875 2,054.88 80
6.625 2,054.88 391,000.00
LOS ANGELES CA 90026 1 07/31/98 00
0430974675 05 09/01/98 0
9812660 O 08/01/28
0
1785495 K19/G01 F 308,000.00 ZZ
360 307,759.72 1
4967 RAFTON DRIVE 7.250 2,101.11 73
7.000 2,101.11 425,000.00
SAN JOSE CA 95124 2 07/30/98 00
0430984096 05 09/01/98 0
0000 O 08/01/28
0
1785496 G28/G01 F 610,000.00 ZZ
360 610,000.00 1
8133 ZITOLA TERRACE 6.875 4,007.27 70
PLAYA DEL REY AREA 6.625 4,007.27 875,000.00
LOS ANGELES CA 90293 1 08/13/98 00
0430993279 05 10/01/98 0
0000 O 09/01/28
0
1785557 439/G01 F 350,000.00 ZZ
360 349,721.49 1
ONE FANSHAW AVENUE 7.150 2,363.93 74
6.900 2,363.93 475,000.00
YONKERS NY 10705 2 07/15/98 00
0430986760 05 09/01/98 0
1957680 O 08/01/28
0
1785560 439/G01 F 320,000.00 ZZ
360 319,742.82 1
1
8662 DOLPHIN DR 7.100 2,150.51 80
6.850 2,150.51 400,000.00
HUNTINGTON BEAC CA 92646 2 07/17/98 00
0430986802 05 09/01/98 0
1960437 O 08/01/28
0
1785561 439/G01 F 650,000.00 ZZ
360 649,440.36 1
445 SAN FERNANDO STREET 6.750 4,215.89 76
6.500 4,215.89 860,000.00
SAN DIEGO CA 92106 1 07/10/98 00
0430986828 05 09/01/98 0
1961812 O 08/01/28
0
1785565 439/G01 F 312,000.00 ZZ
360 311,763.77 1
237 KENSINGTON ROAD 7.400 2,160.23 80
7.150 2,160.23 390,000.00
GARDEN CITY NY 11530 1 07/24/98 00
0430986877 05 09/01/98 0
1964544 O 08/01/28
0
1785567 439/G01 F 300,000.00 ZZ
360 299,781.77 1
817 CLARION DRIVE 7.600 2,118.23 31
7.350 2,118.23 975,000.00
FULLERTON CA 92835 5 07/06/98 00
0430986901 05 09/01/98 0
1966319 O 08/01/28
0
1785569 439/G01 F 650,000.00 ZZ
360 649,507.86 1
24 TOLEDO COURT 7.400 4,500.47 51
7.150 4,500.47 1,275,000.00
LAFAYETTE CA 94549 5 07/15/98 00
0430986927 05 09/01/98 0
1966796 O 08/01/28
0
1785571 439/G01 F 335,200.00 ZZ
360 334,933.26 1
81 COTTAGE TERRACE 7.150 2,263.97 80
6.900 2,263.97 419,900.00
BEDFORD HILLS NY 10507 1 07/23/98 00
0430986968 05 09/01/98 0
1
1967250 O 08/01/28
0
1785574 439/G01 F 395,000.00 ZZ
360 394,706.85 1
129 KINROSS DRIVE 7.500 2,761.90 53
7.250 2,761.90 750,000.00
SAN RAFAEL CA 94901 5 07/03/98 00
0430987040 05 09/01/98 0
1967661 O 08/01/28
0
1785578 439/G01 F 265,000.00 ZZ
360 264,789.13 1
2409 CLARK LANE #A 7.150 1,789.83 76
6.900 1,789.83 348,684.00
REDONDO BEACH CA 90278 2 07/06/98 00
0430987073 01 09/01/98 0
1967996 O 08/01/28
0
1785580 439/G01 F 440,000.00 ZZ
360 439,673.45 1
520 PEARL AVE 7.500 3,076.55 80
7.250 3,076.55 550,000.00
SAN CARLOS CA 94070 5 07/17/98 00
0430987099 05 09/01/98 0
1968211 O 08/01/28
0
1785581 439/G01 F 263,000.00 ZZ
360 262,800.87 1
2557 HIGHLAND AVE 7.400 1,820.96 77
7.150 1,820.96 345,000.00
ALTADENA CA 91001 5 07/14/98 00
0430986984 05 09/01/98 0
1968429 O 08/01/28
0
1785583 439/G01 F 492,000.00 ZZ
360 491,612.36 1
1525 SIESTA DR 7.200 3,339.64 60
6.950 3,339.64 820,000.00
LOS ALTOS CA 94024 5 07/09/98 00
0430987016 05 09/01/98 0
1969021 O 08/01/28
0
1
1785584 439/G01 F 650,000.00 ZZ
360 649,512.75 1
5225 E CAMINO CIELO 7.450 4,522.67 75
7.200 4,522.67 875,000.00
SANTA BARBARA CA 93105 5 07/08/98 00
0430987024 05 09/01/98 0
1969089 O 08/01/28
0
1785586 439/G01 F 423,200.00 T
360 422,882.77 1
1 CRAMDEN DR 7.450 2,944.60 59
7.200 2,944.60 725,000.00
MONTEREY CA 93940 2 07/13/98 00
0430987107 05 09/01/98 0
1969391 O 08/01/28
0
1785587 439/G01 F 329,000.00 ZZ
360 328,750.90 1
14245 CENTER AVE 7.400 2,277.93 59
7.150 2,277.93 560,000.00
SAN MARTIN CA 95046 2 07/09/98 00
0430987115 05 09/01/98 0
1969416 O 08/01/28
0
1785590 439/G01 F 420,000.00 ZZ
360 419,685.16 1
2635 OAK VALLEY LANE 7.450 2,922.34 80
7.200 2,922.34 525,000.00
THOUSAND OAKS CA 91362 2 07/10/98 00
0430987131 05 09/01/98 0
1969716 O 08/01/28
0
1785594 439/G01 F 265,000.00 ZZ
360 264,797.35 1
6129 ROD AVENUE 7.350 1,825.78 71
7.100 1,825.78 375,000.00
WOODLAND HILLS CA 91367 2 07/16/98 00
0430987164 05 09/01/98 0
1970016 O 08/01/28
0
1785597 439/G01 F 309,500.00 ZZ
360 309,246.30 1
22758 RANCHO PAL0MARES PLACE 7.000 2,059.12 77
6.750 2,059.12 402,000.00
1
CASTRO VALLEY CA 94552 2 07/20/98 00
0430987172 05 09/01/98 0
1970081 O 08/01/28
0
1785598 439/G01 F 405,500.00 ZZ
360 405,177.32 1
26571 STETSON PLACE 7.150 2,738.78 79
6.900 2,738.78 515,000.00
LAGUNA HILLS CA 92653 2 07/10/98 00
0430987180 03 09/01/98 0
1970097 O 08/01/28
0
1785599 439/G01 F 516,000.00 ZZ
360 515,605.40 1
1330 45TH STREET 7.350 3,555.10 80
7.100 3,555.10 645,000.00
SACRAMENTO CA 95819 2 07/20/98 00
0430987198 05 09/01/98 0
1970411 O 08/01/28
0
1785601 439/G01 F 285,000.00 ZZ
360 284,773.21 1
3995 FOOTHILL RD 7.150 1,924.91 65
6.900 1,924.91 445,000.00
SANTA BARBARA CA 93110 5 07/07/98 00
0430987214 05 09/01/98 0
1970547 O 08/01/28
0
1785603 439/G01 F 250,000.00 ZZ
360 249,814.46 1
2253 28TH AVE 7.500 1,748.04 69
7.250 1,748.04 365,000.00
SAN FRANCISCO CA 94116 2 07/09/98 00
0430987230 05 09/01/98 0
1970668 O 08/01/28
0
1785604 439/G01 F 227,200.00 ZZ
360 227,031.38 1
950 CAGNEY LANE UNIT #301 7.500 1,588.62 80
7.250 1,588.62 284,000.00
NEWPORT BEACH CA 92663 5 07/10/98 00
0430987248 01 09/01/98 0
1971099 O 08/01/28
0
1
1785605 439/G01 F 585,000.00 ZZ
360 584,574.46 1
11009 MUIRFIELD DRIVE 7.600 4,130.54 59
7.350 4,130.54 1,000,000.00
RANCHO MIRAGE CA 92270 2 07/10/98 00
0430987255 03 09/01/98 0
1971356 O 08/01/28
0
1785607 439/G01 F 245,000.00 ZZ
360 244,808.87 1
5864 ERSKINE CT 7.250 1,671.34 80
7.000 1,671.34 310,000.00
SAN JOSE CA 95123 5 07/09/98 00
0430987263 05 09/01/98 0
1971410 O 08/01/28
0
1785608 439/G01 F 247,000.00 ZZ
360 246,811.11 1
223 SAN FELIPE WAY 7.350 1,701.77 78
7.100 1,701.77 320,000.00
NOVATO CA 94945 5 07/15/98 00
0430987271 05 09/01/98 0
1971413 O 08/01/28
0
1785609 439/G01 F 289,000.00 ZZ
360 288,772.30 1
438 N HOPE AVE 7.200 1,961.70 47
6.950 1,961.70 620,000.00
SANTA BARBARA CA 93110 2 07/07/98 00
0430987289 05 09/01/98 0
1971422 O 08/01/28
0
1785610 439/G01 F 367,000.00 ZZ
360 366,705.06 1
545 MYSTIC WAY 7.100 2,466.36 65
6.850 2,466.36 570,000.00
LAGUNA BEACH CA 92651 2 07/06/98 00
0430987297 05 09/01/98 0
1971513 O 08/01/28
0
1785612 439/G01 F 290,000.00 ZZ
360 289,764.62 1
1
2 ANTLER PL 7.050 1,939.13 57
6.800 1,939.13 510,000.00
MONTEREY CA 93940 2 07/15/98 00
0430987305 03 09/01/98 0
1971631 O 08/01/28
0
1785613 439/G01 F 276,000.00 ZZ
360 275,793.10 1
2072 ORNELLAS DR 7.450 1,920.40 80
7.200 1,920.40 345,000.00
MILPITAS CA 95035 5 07/10/98 00
0430987313 09 09/01/98 0
1971652 O 08/01/28
0
1785618 439/G01 F 255,000.00 ZZ
360 254,812.64 1
15051 CLARK CIRCLE 7.550 1,791.74 75
7.300 1,791.74 340,000.00
IRVINE CA 92604 5 07/15/98 00
0430987354 05 09/01/98 0
1972138 O 08/01/28
0
1785619 439/G01 F 278,400.00 ZZ
360 276,496.61 1
7145 PARK VILLAGE ROAD 7.150 1,880.34 80
6.900 1,880.34 348,000.00
SAN DIEGO CA 92129 2 07/20/98 00
0430987362 05 09/01/98 0
1972268 O 08/01/28
0
1785620 439/G01 F 410,000.00 ZZ
360 409,695.72 1
316 VALDEZ AVENUE 7.500 2,866.78 71
7.250 2,866.78 580,000.00
HALF MOON BAY CA 94019 5 07/15/98 00
0430987370 05 09/01/98 0
1972269 O 08/01/28
0
1785622 439/G01 F 312,000.00 ZZ
360 311,768.45 1
4025 MOORE LANE 7.500 2,181.55 80
7.250 2,181.55 390,000.00
LOOMIS CA 95650 5 07/13/98 00
0430987396 05 09/01/98 0
1
1972274 O 08/01/28
0
1785626 439/G01 F 276,000.00 ZZ
360 275,788.93 1
1087 LILY AVE 7.350 1,901.57 70
7.100 1,901.57 395,000.00
SUNNYVALE CA 94086 2 07/13/98 00
0430987438 05 09/01/98 0
1972429 O 08/01/28
0
1785627 439/G01 F 231,300.00 ZZ
360 231,123.11 1
18030 VIERRA CANYON ROAD 7.350 1,593.60 68
7.100 1,593.60 341,000.00
SALINAS CA 93907 2 07/13/98 00
0430987446 05 09/01/98 0
1972432 O 08/01/28
0
1785628 439/G01 F 280,000.00 ZZ
360 279,788.00 1
7295 LOWELL WAY 7.400 1,938.67 80
7.150 1,938.67 350,000.00
GOLETA CA 93117 2 07/14/98 00
0430987453 05 09/01/98 0
1972462 O 08/01/28
0
1785629 439/G01 F 232,000.00 ZZ
360 231,824.34 1
9 SPRING ROAD 7.400 1,606.33 16
7.150 1,606.33 1,450,000.00
ROSS CA 94957 5 07/16/98 00
0430987461 05 09/01/98 0
1972490 O 08/01/28
0
1785632 439/G01 F 276,000.00 ZZ
360 275,640.50 1
1008 MAPLE STREET 7.350 1,901.57 48
7.100 1,901.57 580,000.00
SANTA MONICA CA 90405 2 07/10/98 00
0430987487 05 09/01/98 0
1972509 O 08/01/28
0
1
1785635 439/G01 F 260,000.00 ZZ
360 259,793.11 1
40 SOUNDVIEW DRIVE 7.150 1,756.06 80
6.900 1,756.06 325,000.00
HUNTINGTON NY 11743 1 07/27/98 00
0430987511 05 09/01/98 0
1972919 O 08/01/28
0
1785637 439/G01 F 262,000.00 ZZ
360 261,805.55 1
3022 LANSDALE ST 7.500 1,831.95 71
7.250 1,831.95 370,000.00
SAN MATEO CA 94403 5 07/16/98 00
0430987537 05 09/01/98 0
1972983 O 08/01/28
0
1785639 439/G01 F 371,000.00 ZZ
360 370,724.66 1
4460 AD ASTRA WAY 7.500 2,594.09 68
7.250 2,594.09 550,000.00
LA MESA CA 91941 2 07/14/98 00
0430987545 05 09/01/98 0
1972993 O 08/01/28
0
1785642 439/G01 F 496,000.00 ZZ
360 495,631.89 1
35755 BEACH ROAD 7.500 3,468.11 55
7.250 3,468.11 915,000.00
DANA POINT BEAC CA 92624 2 07/17/98 00
0430987560 03 09/01/98 0
1973050 O 08/01/28
0
1785644 439/G01 F 292,000.00 ZZ
360 291,787.59 1
13404 ROXTON CIRCLE 7.600 2,061.74 65
7.350 2,061.74 450,000.00
SAN DIEGO CA 92130 5 07/15/98 00
0430987586 03 09/01/98 0
1973336 O 08/01/28
0
1785645 439/G01 F 275,000.00 ZZ
360 274,781.17 1
19622 HIGHRIDGE WAY 7.150 1,857.37 62
6.900 1,857.37 445,000.00
1
TRABUCO CANYON CA 92679 5 07/15/98 00
0430987594 03 09/01/98 0
1973554 O 08/01/28
0
1785647 439/G01 F 260,000.00 ZZ
360 259,808.96 1
1177 RIDGELEY DRIVE 7.550 1,826.87 80
7.300 1,826.87 325,000.00
CAMPBELL CA 95008 5 07/09/98 00
0430987602 05 09/01/98 0
1973634 O 08/01/28
0
1785648 439/G01 F 306,000.00 ZZ
360 305,770.62 1
4933 ROSELLE COMMON 7.450 2,129.13 80
7.200 2,129.13 385,000.00
FREMONT CA 94536 5 07/20/98 00
0430987610 03 09/01/98 0
1973714 O 08/01/28
0
1785651 439/G01 F 456,000.00 ZZ
360 455,661.58 1
4842 GENTRY AVE 7.500 3,188.42 80
7.250 3,188.42 570,000.00
VALLEY VILLAGE CA 91607 5 07/15/98 00
0430987644 05 09/01/98 0
1974380 O 08/01/28
0
1785652 439/G01 F 450,000.00 ZZ
360 449,666.03 1
797 VIA SOMONTE 7.500 3,146.47 59
7.250 3,146.47 775,000.00
PALOS VERDES PE CA 90274 5 07/13/98 00
0430987651 05 09/01/98 0
1974382 O 08/01/28
0
1785653 439/G01 F 270,000.00 ZZ
360 269,783.01 1
1604 CARVER ST 7.100 1,814.49 80
6.850 1,814.49 340,000.00
REDONDO BEACH CA 90278 2 07/20/98 00
0430987669 05 09/01/98 0
1974386 O 08/01/28
0
1
1785654 439/G01 F 300,000.00 ZZ
360 299,768.28 1
2252 FORT STOCKTON DRIVE 7.300 2,056.72 58
7.050 2,056.72 525,000.00
SAN DIEGO CA 92103 2 07/16/98 00
0430987677 05 09/01/98 0
1974439 O 08/01/28
0
1785655 439/G01 F 324,000.00 ZZ
360 323,731.78 1
75 ACORN COURT 6.950 2,144.72 60
6.700 2,144.72 545,000.00
MORGAN HILL CA 95037 2 07/20/98 00
0430987685 05 09/01/98 0
1974459 O 08/01/28
0
1785656 439/G01 F 351,000.00 ZZ
360 350,736.88 1
911 OLD ORCHARD ROAD 7.450 2,442.24 79
7.200 2,442.24 445,000.00
CAMPBELL CA 95008 5 07/17/98 00
0430987693 05 09/01/98 0
1974471 O 08/01/28
0
1785706 E26/G01 F 248,000.00 ZZ
360 247,796.71 1
1304 CALLE JOYA 7.000 1,649.96 78
6.750 1,649.96 318,000.00
SANTA FE NM 87501 1 07/29/98 00
0430963025 05 09/01/98 0
32800507 O 08/01/28
0
1785721 E26/G01 F 326,250.00 ZZ
360 325,982.57 1
1049 AMOROSO PLACE 7.000 2,170.55 75
6.750 2,170.55 435,000.00
LOS ANGELES(VEN CA 90291 5 07/20/98 00
0430964858 05 09/01/98 0
34800705 O 08/01/28
0
1785745 E26/G01 F 280,000.00 ZZ
360 279,792.19 1
1
131 MERCED DRIVE 7.500 1,957.81 80
7.250 1,957.81 350,000.00
SAN BRUNO CA 94066 2 07/13/98 00
0430965277 05 09/01/98 0
34800653 O 08/01/28
0
1785804 E22/G01 F 600,000.00 ZZ
360 599,543.45 1
262 WEST 3300 NORTH 7.375 4,144.05 80
7.125 4,144.05 750,000.00
PROVO UT 84604 4 07/10/98 00
0410890602 05 09/01/98 0
410890602 O 08/01/28
0
1785827 J95/J95 F 320,000.00 ZZ
360 319,546.84 1
2128 WEST SPRUCE AVENUE 7.750 2,292.52 78
7.500 2,292.52 415,000.00
FRESNO CA 93711 2 06/02/98 00
0012801148 05 08/01/98 0
0012801148 O 07/01/28
0
1785831 J95/J95 F 250,000.00 ZZ
360 249,608.78 1
164 MAR MONTE AVENUE 7.250 1,705.44 76
7.000 1,705.44 330,000.00
LA SELVA BEACH CA 95076 2 06/04/98 00
0012723607 05 08/01/98 0
0012723607 O 07/01/28
0
1785839 J95/J95 F 260,550.00 ZZ
360 260,110.95 1
2 KINGSLEY COURT 6.875 1,711.63 90
6.625 1,711.63 290,000.00
STAFFORD VA 22554 1 06/15/98 12
9816204020 03 08/01/98 25
9816204020 O 07/01/28
0
1785870 J95/J95 F 380,000.00 ZZ
360 379,434.20 1
655 BARBARY PLACE 7.500 2,657.02 72
7.250 2,657.02 530,000.00
GLADSTONE OR 97027 5 06/11/98 00
0016023822 05 08/01/98 0
1
0016023822 O 07/01/28
0
1785878 J95/J95 F 230,400.00 ZZ
360 229,883.79 1
14890 SW SUNRISE LANE 7.500 1,611.00 82
7.250 1,611.00 281,000.00
TIGARD OR 97224 1 05/18/98 10
0007698087 05 07/01/98 12
0007698087 O 06/01/28
0
1785884 E22/G01 F 157,500.00 ZZ
360 157,377.13 1
2012 BRATTON PLACE DRIVE 7.250 1,074.43 71
7.000 1,074.43 222,500.00
FRANKLIN TN 37067 2 07/27/98 00
0410976492 05 09/01/98 0
410976492 O 08/01/28
0
1785887 J95/J95 F 280,800.00 ZZ
360 280,360.56 1
7804 LAKELAND VALLEY DRIVE 7.250 1,915.56 80
7.000 1,915.56 351,000.00
SPRINGFIELD VA 22153 1 06/02/98 00
0007992407 05 08/01/98 0
0007992407 O 07/01/28
0
1785897 J95/J95 F 232,750.00 ZZ
360 232,412.01 1
1991 ROLLING BROOK LANE 7.625 1,647.39 90
7.375 1,647.39 260,000.00
RENO NV 89509 1 06/11/98 04
0012719043 03 08/01/98 25
0012719043 O 07/01/28
0
1785898 J95/J95 F 315,600.00 ZZ
360 315,093.74 1
3074 N POLLARD STREET 7.125 2,126.26 80
6.875 2,126.26 394,500.00
ARLINGTON VA 22207 1 06/26/98 00
9422544 05 08/01/98 0
9422544 O 07/01/28
0
1
1785900 J95/J95 F 247,000.00 ZZ
360 246,192.72 1
5907 SW YAMHILL DRIVE 7.000 1,643.30 78
6.750 1,643.30 320,000.00
PORTLAND OR 97221 2 06/09/98 00
0016036030 05 08/01/98 0
0016036030 O 07/01/28
0
1785907 J95/J95 F 440,000.00 ZZ
360 439,276.55 1
3439 EAGLE VIEW DRIVE NW 7.000 2,927.34 80
6.750 2,927.34 550,000.00
ALBANY OR 97321 5 06/17/98 00
0016051450 05 08/01/98 0
0016051450 O 07/01/28
0
1785908 J95/J95 F 400,000.00 ZZ
360 399,404.42 1
20159 SW TREMONT WAY 7.500 2,796.86 62
7.250 2,796.86 650,000.00
ALOHA OR 97007 5 06/04/98 00
0016014086 03 08/01/98 0
0016014086 O 07/01/28
0
1785915 J95/J95 F 611,000.00 ZZ
300 609,566.08 1
11837 SW RIVERWOOD ROAD 7.875 4,665.32 62
7.625 4,665.32 1,000,000.00
PORTLAND OR 97219 2 06/20/98 00
0016036154 05 08/01/98 0
0016036154 O 07/01/23
0
1785918 J95/J95 F 236,500.00 ZZ
360 236,129.89 1
2664 NW THURMAN STREET 7.250 1,613.35 95
7.000 1,613.35 249,000.00
PORTLAND OR 97210 1 06/18/98 12
0016024978 05 08/01/98 30
0016024978 O 07/01/28
0
1785924 E22/G01 F 310,000.00 ZZ
360 309,764.12 1
3 OLDEN DRIVE 7.375 2,141.09 95
7.125 2,141.09 328,000.00
1
RARITAN TWP. NJ 08822 2 07/27/98 04
0410968705 05 09/01/98 30
410968705 O 08/01/28
0
1785934 J95/J95 F 255,200.00 ZZ
360 254,553.09 1
4208 OAK HILL DRIVE 6.875 1,676.49 80
6.625 1,676.49 319,000.00
ANNANDALE VA 22003 1 05/29/98 00
0007989247 05 07/01/98 0
0007989247 O 06/01/28
0
1785942 J95/J95 F 328,500.00 ZZ
360 327,985.93 1
3395 DAFFODIL COURT 7.250 2,240.95 45
7.000 2,240.95 732,000.00
SOQUEL CA 95073 2 06/15/98 00
0012979316 05 08/01/98 0
0012979316 O 07/01/28
0
1785944 J95/J95 F 116,000.00 ZZ
360 115,813.91 1
1615 LIMA DRIVE 7.125 781.52 80
6.875 781.52 145,000.00
SAN LUIS OBISPO CA 93405 2 06/16/98 00
0007914914 05 08/01/98 0
0007914914 O 07/01/28
0
1785951 J95/J95 F 272,000.00 ZZ
360 271,552.80 1
7698 PINEVILLE CIRCLE 7.000 1,809.62 71
6.750 1,809.62 383,500.00
CASTRO VALLEY CA 94552 5 06/19/98 00
0012725263 03 08/01/98 0
0012725263 O 07/01/28
0
1785956 K21/G01 F 380,000.00 ZZ
360 380,000.00 1
217 PRESERVE LANE 7.125 2,560.13 73
6.875 2,560.13 525,000.00
REDWOOD CITY CA 94605 2 08/14/98 00
0430990721 05 10/01/98 0
9810025 O 09/01/28
0
1
1785960 J95/J95 F 303,000.00 ZZ
360 302,537.46 1
333 MOUNTAIN VIEW AVE 7.375 2,092.75 67
7.125 2,092.75 455,000.00
SAN RAFAEL CA 94901 5 06/09/98 00
0016036139 05 08/01/98 0
0016036139 O 07/01/28
0
1785965 J95/J95 F 360,000.00 ZZ
360 359,408.10 1
107 LAKE CLIFF COURT 7.000 2,395.09 59
6.750 2,395.09 620,000.00
CARY NC 27613 4 06/19/98 00
0012882296 03 08/01/98 0
0012882296 O 07/01/28
0
1786036 E22/G01 F 173,400.00 ZZ
360 173,277.61 1
6808 ROCKGLEN AVENUE 7.750 1,242.26 78
7.500 1,242.26 223,000.00
SAN DIEGO CA 92111 2 07/24/98 00
0410955512 05 09/01/98 0
410955512 O 08/01/28
0
1786042 575/G01 F 304,000.00 ZZ
360 303,785.43 1
1406 CORTLAND DRIVE 7.750 2,177.90 77
7.500 2,177.90 395,000.00
WALL NJ 08736 1 07/20/98 00
0430964502 05 09/01/98 0
6827414 O 08/01/28
0
1786045 E22/G01 F 226,000.00 ZZ
360 225,844.47 1
13755 ALDERGROVE ST. 7.875 1,638.66 95
(SYLMAR AREA) 7.625 1,638.66 238,000.00
LOS ANGELES CA 91342 2 07/29/98 10
0410953293 05 09/01/98 30
410953293 O 08/01/28
0
1786050 E22/G01 F 104,000.00 ZZ
360 103,920.87 1
1
1940 WEST 94TH STREET 7.375 718.30 80
7.125 718.30 131,000.00
LOS ANGELES CA 90047 2 07/30/98 00
0410949820 05 09/01/98 0
410949820 O 08/01/28
0
1786061 575/G01 F 242,100.00 ZZ
360 241,920.33 1
15 HIGHLAND DRIVE 7.500 1,692.80 90
7.250 1,692.80 269,040.00
JACKSON NJ 08752 1 07/02/98 04
0430964510 05 09/01/98 25
0 O 08/01/28
0
1786094 633/G01 F 325,600.00 ZZ
360 325,339.62 1
2052 BURNT MILL ROAD 7.125 2,193.63 80
6.875 2,193.63 407,000.00
TUSTIN CA 92782 2 07/21/98 00
0430975979 03 09/01/98 0
743035 O 08/01/28
0
1786108 E23/G01 F 123,500.00 ZZ
360 123,500.00 1
24342 CONEJO #4 8.000 906.20 95
7.750 906.20 130,000.00
LAGUNA HILLS CA 92656 2 08/03/98 01
0430977132 01 10/01/98 30
50503725 O 09/01/28
0
1786163 664/G01 F 111,000.00 ZZ
360 110,921.65 1
18834 EAST LAXFORD ROAD 7.750 795.22 72
7.500 795.22 155,000.00
COVINA CA 91722 2 07/24/98 00
0430983742 05 09/01/98 0
2533412 O 08/01/28
0
1786195 992/G01 F 240,000.00 ZZ
360 239,651.48 1
9 DUNHILL DRIVE 7.625 1,698.71 80
7.375 1,698.71 300,000.00
SOMERS NY 10589 2 05/28/98 00
0430962795 05 08/01/98 0
1
350525 O 07/01/28
0
1786219 637/G01 F 346,700.00 ZZ
360 346,209.00 1
2830 VIA CARMEN 7.750 2,483.81 69
7.500 2,483.81 506,000.00
SAN JOSE CA 95124 2 06/01/98 00
0430977298 05 08/01/98 0
0011171626 O 07/01/28
0
1786251 K72/G01 F 182,000.00 ZZ
360 182,000.00 1
8701 LAVA PLACE 7.375 1,257.03 63
7.125 1,257.03 290,000.00
WEST HILLS AREA CA 91304 2 08/03/98 00
0430968206 05 10/01/98 0
VAL508 O 09/01/28
0
1786264 637/G01 F 396,700.00 ZZ
360 396,123.93 1
1105 LUND RANCH ROAD 7.625 2,807.82 67
7.375 2,807.82 600,000.00
PLEASANTON CA 94566 2 06/03/98 00
0430977363 05 08/01/98 0
0011168630 O 07/01/28
0
1786279 E82/G01 F 246,900.00 ZZ
360 246,900.00 1
5269 ALAN AVENUE 7.250 1,684.29 80
7.000 1,684.29 311,000.00
SAN JOSE CA 95124 2 08/04/98 00
0400135117 05 10/01/98 0
400135117 O 09/01/28
0
1786280 E82/G01 F 310,000.00 ZZ
360 310,000.00 1
32722 CAMARON 7.250 2,114.75 79
7.000 2,114.75 395,000.00
DANA POINT CA 92629 2 08/04/98 00
0400137337 03 10/01/98 0
400137337 O 09/01/28
0
1
1786290 637/G01 F 248,000.00 ZZ
360 247,639.86 1
112 CHETWOOD DRIVE 7.625 1,755.33 61
7.375 1,755.33 410,000.00
MOUNTAIN VIEW CA 94043 2 06/02/98 00
0430983981 03 08/01/98 0
0011170941 O 07/01/28
0
1786293 637/G01 F 300,000.00 ZZ
360 299,327.87 1
1168 HUNTERSTON PLACE 7.500 2,097.65 56
7.250 2,097.65 540,000.00
CUPERTINO CA 95014 5 05/27/98 00
0430991836 05 07/01/98 0
0011173176 O 06/01/28
0
1786294 637/G01 F 285,000.00 ZZ
360 284,392.63 1
1444 MALLARD WAY 7.750 2,041.78 68
7.500 2,041.78 420,000.00
SUNNYVALE CA 94087 2 05/29/98 00
0430977397 05 07/01/98 0
0011169117 O 06/01/28
0
1786307 637/G01 F 289,000.00 ZZ
360 288,336.19 1
5890 HIGHWOOD ROAD 7.375 1,996.06 76
7.125 1,996.06 385,000.00
CASTRO VALLEY CA 94552 5 05/26/98 00
0430972372 05 07/01/98 0
0010114643 O 06/01/28
0
1786311 637/G01 F 524,000.00 ZZ
360 523,239.07 1
9 HELEN PLACE 7.625 3,708.84 56
7.375 3,708.84 950,000.00
MENLO PARK CA 94025 2 05/28/98 00
0430973461 05 08/01/98 0
0011175635 O 07/01/28
0
1786315 637/G01 F 355,000.00 ZZ
360 354,184.62 1
2780 PINERIDGE ROAD 7.375 2,451.90 76
7.125 2,451.90 470,000.00
1
CASTRO VALLEY CA 94546 2 05/22/98 00
0430973420 03 07/01/98 0
0011151792 O 06/01/28
0
1786319 992/G01 F 283,500.00 ZZ
360 283,289.60 1
156 OAKLAND AVE 7.500 1,982.28 90
7.250 1,982.28 315,000.00
EASTCHESTER NY 10709 1 07/16/98 01
0430962217 05 09/01/98 25
352208 O 08/01/28
0
1786322 E82/G01 F 186,500.00 ZZ
360 186,500.00 1
45 CYPRESS WAY 7.250 1,272.26 49
7.000 1,272.26 385,000.00
ROLLING HILS ES CA 90274 2 08/04/98 00
0400137394 09 10/01/98 0
0400137394 O 09/01/28
0
1786350 E82/G01 F 546,000.00 ZZ
360 546,000.00 1
1537 KEEL DRIVE 7.375 3,771.09 80
7.125 3,771.09 685,000.00
NEWPORT BEACH CA 92625 2 08/05/98 00
0400138061 03 10/01/98 0
0400138061 O 09/01/28
0
1786355 B87/G01 F 254,000.00 ZZ
360 254,000.00 1
184 HOOVER PLACE 7.000 1,689.87 75
6.750 1,689.87 339,000.00
CENTERPORT NY 11721 1 08/04/98 00
0430967034 05 10/01/98 0
00100000005855 O 09/01/28
0
1786356 E82/G01 F 250,000.00 ZZ
360 250,000.00 1
6522 GOLDEN DAWN COURT 7.250 1,705.44 69
7.000 1,705.44 367,000.00
SPARKS NV 89436 2 08/05/98 00
0400130563 05 10/01/98 0
0400130563 O 09/01/28
0
1
1786368 A83/G01 F 228,000.00 ZZ
360 227,822.13 1
848 CEDAR STREET 7.250 1,555.37 80
7.000 1,555.37 285,000.00
ALAMEDA CA 94501 2 07/08/98 00
0430988634 05 09/01/98 0
3005364 O 08/01/28
0
1786369 367/367 F 257,600.00 ZZ
360 257,165.92 1
7904 LOBELIA LANE 6.875 1,692.25 80
6.625 1,692.25 322,000.00
SPRINGFIELD VA 22152 1 06/24/98 00
9805000582 03 08/01/98 0
9805000582 O 07/01/28
0
1786370 E82/G01 F 248,000.00 ZZ
360 248,000.00 1
20972 BARCLAY LANE 7.250 1,691.80 80
7.000 1,691.80 310,000.00
LAKE FOREST CA 92630 2 08/04/98 00
0400134128 03 10/01/98 0
0400134128 O 09/01/28
0
1786400 267/267 F 263,000.00 ZZ
360 262,784.42 1
4740 DOGWOOD AVENUE 7.000 1,749.75 71
6.750 1,749.75 375,000.00
SEAL BEACH CA 90740 2 07/15/98 00
4264761 05 09/01/98 0
4264761 O 08/01/28
0
1786408 K88/G01 F 352,000.00 ZZ
360 351,732.15 1
178 SKYLINE DRIVE 7.375 2,431.18 80
7.125 2,431.18 440,000.00
LONG HILL TWP NJ 07946 1 07/31/98 00
0430969238 05 09/01/98 0
8178 O 08/01/28
0
1786430 B75/G01 F 212,000.00 ZZ
360 211,821.89 1
1
3345 LOS OLIVOS LANE 6.875 1,392.69 80
6.625 1,392.69 265,000.00
LA CRESCENTA AR CA 91214 1 07/08/98 00
0430972349 05 09/01/98 0
7367741 O 08/01/28
0
1786450 F88/G01 F 302,000.00 ZZ
360 301,775.87 1
223 PRAIRIE DOG LANE 7.500 2,111.63 56
7.250 2,111.63 540,000.00
FREMONT CA 94539 2 07/22/98 00
0430967240 05 09/01/98 0
98060750 O 08/01/28
0
1786451 M47/G01 F 337,500.00 ZZ
360 337,243.19 1
8055 BARNDANCE COURT 7.375 2,331.03 90
7.125 2,331.03 375,000.00
LAS VEGAS NV 89129 2 07/29/98 04
0430967836 03 09/01/98 25
296128 O 08/01/28
0
1786483 A91/G01 F 200,000.00 ZZ
360 200,000.00 1
76-38 169TH STREET 7.875 1,450.14 75
7.625 1,450.14 267,000.00
FRESH MEADOWS NY 11366 1 08/07/98 00
0430970608 07 10/01/98 0
9816584 O 09/01/28
0
1786492 A35/G01 F 294,000.00 ZZ
360 294,000.00 1
1951 LAKE END ROAD 7.250 2,005.60 70
7.000 2,005.60 425,000.00
MERRICK NY 11566 2 07/28/98 00
0430970681 05 10/01/98 0
LP8274 O 09/01/28
0
1786508 E22/G01 F 326,000.00 ZZ
360 326,000.00 1
4 CAVANAGH COURT 7.500 2,279.44 49
7.250 2,279.44 670,000.00
PIEDMONT CA 94610 5 07/30/98 00
0410946370 05 10/01/98 0
1
410946370 O 09/01/28
0
1786554 E22/G01 F 170,000.00 ZZ
360 169,885.93 1
68 BRENT DRIVE 8.000 1,247.40 74
7.750 1,247.40 230,000.00
HOWELL NJ 07731 1 07/31/98 00
0410974125 05 09/01/98 0
410974125 O 08/01/28
0
1786646 299/G01 F 313,750.00 ZZ
360 313,517.15 1
24200 BRYN ATHYN WAY 7.500 2,193.79 78
7.250 2,193.79 405,000.00
DIAMOND BAR CA 91765 2 07/01/98 00
0430979906 05 09/01/98 0
878626 O 08/01/28
0
1786655 299/G01 F 274,600.00 ZZ
360 273,352.63 1
2630 GULLANE ROAD 7.500 1,920.05 66
7.250 1,920.05 420,000.00
POWHATAN VA 23139 4 06/30/98 00
0430982272 03 08/01/98 0
0000716002 O 07/01/28
0
1786656 225/225 F 352,000.00 ZZ
360 351,475.89 1
42 LAMBERT DRIVE 7.500 2,461.24 60
7.250 2,461.24 590,000.00
SPARTA NJ 07871 2 06/17/98 00
8151402 05 08/01/98 0
8151402 O 07/01/28
0
1786679 299/G01 F 309,000.00 ZZ
360 308,787.34 1
1418 E LAIRD AVENUE 7.875 2,240.47 73
7.625 2,240.47 425,000.00
SALT LAKE CITY UT 84105 5 07/01/98 00
0430983536 05 09/01/98 0
8756422 O 08/01/28
0
1
1786698 637/G01 F 400,000.00 ZZ
360 399,695.63 1
808 BEAVERTON COURT 7.375 2,762.70 73
7.125 2,762.70 555,000.00
SUNNYVALE CA 94087 2 07/01/98 00
0430970046 05 09/01/98 0
0010926731 O 08/01/28
0
1786699 299/G01 F 414,800.00 ZZ
360 414,434.03 1
4760 DICKINSON COURT 6.625 2,656.01 80
6.375 2,656.01 518,500.00
BUCKINGHAM TOWN PA 18901 1 07/22/98 00
0430979351 05 09/01/98 0
10600095 O 08/01/28
0
1786700 225/225 F 250,750.00 ZZ
360 250,554.39 1
42 WILDEMERE 7.250 1,710.56 85
7.000 1,710.56 295,000.00
RNCHO SNT MARGR CA 92688 2 07/09/98 11
7039803 03 09/01/98 12
7039803 O 08/01/28
0
1786705 299/G01 F 302,400.00 ZZ
360 302,175.58 1
48 ROBERT ROAD 7.500 2,114.42 80
7.250 2,114.42 378,000.00
PRINCETON NJ 08540 1 07/07/98 00
0430991349 05 09/01/98 0
867028 O 08/01/28
0
1786706 637/G01 F 649,950.00 ZZ
360 648,957.82 1
15187 KARL AVENUE 7.375 4,489.05 49
7.125 4,489.05 1,350,000.00
MONTE SERENO CA 95030 5 06/26/98 00
0430989947 05 08/01/98 0
0010926566 O 07/01/28
0
1786714 225/225 F 300,000.00 ZZ
360 299,575.15 1
914 LATIMER STREET 7.750 2,149.24 75
7.500 2,149.24 400,000.00
1
PHILADELPHIA PA 19107 2 06/24/98 00
6103819 03 08/01/98 0
6103819 O 07/01/28
0
1786726 225/225 F 496,000.00 ZZ
360 495,290.00 1
915 HAMPSWOOD COURT 6.750 3,217.05 80
6.500 3,217.05 620,000.00
SAN JOSE CA 95120 1 07/14/98 00
7038726 05 09/01/98 0
7038726 O 08/01/28
0
1786764 225/225 F 281,200.00 ZZ
360 280,759.95 1
5526 NORTH 16 STREET 7.250 1,918.28 80
7.000 1,918.28 351,500.00
ARLINGTON VA 22205 1 06/30/98 00
8261161 05 08/01/98 0
8261161 O 07/01/28
0
1786768 E22/G01 F 221,250.00 ZZ
360 221,085.80 1
6810 WHITE LANE 7.500 1,547.01 75
7.250 1,547.01 295,000.00
LOOMIS CA 95650 5 07/29/98 00
0410913453 05 09/01/98 0
410913453 O 08/01/28
0
1786772 225/225 F 504,000.00 ZZ
360 503,566.07 1
801 LINKHORN DRIVE 6.750 3,268.93 80
6.500 3,268.93 630,000.00
VIRGINIA BEACH VA 23451 1 07/10/98 00
8910050 05 09/01/98 0
8910050 O 08/01/28
0
1786784 225/225 F 520,000.00 ZZ
360 519,123.77 1
709 CROWN MEADOW DRIVE 6.875 3,416.03 80
6.625 3,416.03 650,000.00
GREAT FALLS VA 22066 1 06/29/98 00
8427229 05 08/01/98 0
8427229 O 07/01/28
0
1
1786814 225/225 F 240,000.00 ZZ
360 239,633.64 1
6329 JOHNSON CHAPEL ROAD 7.375 1,657.62 45
7.125 1,657.62 542,000.00
BRENTWOOD TN 37027 2 06/23/98 00
8726377 05 08/01/98 0
8726377 O 07/01/28
0
1786815 225/225 F 291,200.00 ZZ
360 290,697.15 1
3275 HEDWIG LANE 6.750 1,888.72 80
6.500 1,888.72 364,000.00
COLLEGEVILLE PA 19426 1 06/26/98 00
6104293 05 08/01/98 0
6104293 O 07/01/28
0
1786824 225/225 F 260,000.00 ZZ
360 259,023.11 1
4420 CLUB COURSE DRIVE 7.500 1,817.95 73
7.250 1,817.95 360,000.00
N CHARLESTON SC 29420 2 02/24/98 00
8391940 03 05/01/98 0
8391940 O 04/01/28
0
1786831 225/225 F 332,000.00 ZZ
360 331,493.20 1
272 HOGANS VALLEY WAY 7.375 2,293.04 80
7.125 2,293.04 415,000.00
CARY NC 27513 1 06/29/98 00
8429019 03 08/01/98 0
8429019 O 07/01/28
0
1786842 225/225 F 242,000.00 ZZ
360 240,284.60 1
23 PRIDES LANE 7.875 1,754.66 84
7.625 1,754.66 291,500.00
MARLBORO NJ 07726 2 10/17/97 11
2822557 05 12/01/97 12
2822557 O 11/01/27
0
1786856 225/225 F 295,000.00 ZZ
360 294,560.77 1
1
2073 NORTH 700 WEST 7.500 2,062.68 63
7.250 2,062.68 475,000.00
FARMINGTON UT 84025 5 06/15/98 00
7025077 05 08/01/98 0
7025077 O 07/01/28
0
1786877 225/225 F 243,000.00 ZZ
360 242,681.01 1
11458 LORENA LANE 8.125 1,804.27 76
7.875 1,804.27 320,000.00
EL CAJON CA 92020 2 06/12/98 00
7032147 05 08/01/98 0
7032147 O 07/01/28
0
1786880 E57/G01 F 427,500.00 ZZ
360 426,863.49 1
29911 TRIUNFO DRIVE 7.500 2,989.14 75
7.250 2,989.14 570,000.00
AGOURA AREA CA 91301 2 06/09/98 00
0430992453 05 08/01/98 0
183632001583 O 07/01/28
0
1786884 225/225 F 500,000.00 ZZ
360 499,609.94 1
1481 BENITO AVENUE 7.250 3,410.89 70
7.000 3,410.89 720,000.00
BURLINGAME CA 94010 2 07/16/98 00
7037017 05 09/01/98 0
7037017 O 08/01/28
0
1786887 B60/G01 F 260,400.00 ZZ
360 260,211.53 1
6611 MARYLAND DRIVE 7.625 1,843.10 46
7.375 1,843.10 575,000.00
LOS ANGELES CA 90048 2 07/15/98 00
0430976316 05 09/01/98 0
252255 O 08/01/28
0
1786909 225/225 F 350,000.00 ZZ
360 347,399.21 1
9925 ELDONWAY DRIVE 7.000 2,328.56 80
6.750 2,328.56 439,000.00
RICHMOND VA 23233 1 07/02/98 00
8907852 03 08/01/98 0
1
8907852 O 07/01/28
0
1786930 225/225 F 246,400.00 ZZ
360 246,207.78 1
66 WEST SHORE DRIVE 7.250 1,680.89 80
7.000 1,680.89 308,000.00
MASSAPEQUA NY 11758 1 07/10/98 00
7033046 05 09/01/98 0
7033046 O 08/01/28
0
1786931 225/225 F 273,600.00 T
360 273,171.85 1
3 PALMETTO DRIVE 7.250 1,866.43 80
7.000 1,866.43 342,000.00
ISLE OF PALMS SC 29451 1 06/30/98 00
8909813 01 08/01/98 0
8909813 O 07/01/28
0
1786940 E33/G01 F 450,000.00 ZZ
360 449,640.14 1
14 IBIS LANE 7.125 3,031.74 53
6.875 3,031.74 850,000.00
SPRING ISLAND SC 29910 2 07/20/98 00
0430989269 03 09/01/98 0
550467027 O 08/01/28
0
1786942 225/225 F 445,000.00 ZZ
360 444,337.44 1
3942 WOODLAWN DRIVE 7.500 3,111.50 76
7.250 3,111.50 590,000.00
NASHVILLE TN 37205 2 06/08/98 00
8908052 05 08/01/98 0
8908052 O 07/01/28
0
1786949 356/G01 F 384,000.00 ZZ
360 383,715.01 1
1723 BEGEN AVE 7.500 2,684.99 75
7.250 2,684.99 512,000.00
MOUNTAIN VIEW CA 94040 5 07/14/98 00
0430970780 05 09/01/98 0
2542280 O 08/01/28
0
1
1786956 225/225 F 585,000.00 ZZ
360 584,543.65 1
11405 GOVERNORS DRIVE 7.250 3,990.73 57
7.000 3,990.73 1,030,000.00
CHAPEL HILL NC 27514 2 07/15/98 00
8910201 03 09/01/98 0
8910201 O 08/01/28
0
1786966 225/225 F 308,000.00 ZZ
360 307,505.92 1
4180 SALTILLO STREET 7.125 2,075.06 80
6.875 2,075.06 385,000.00
WOODLAND HILLS CA 91364 2 06/19/98 00
7018983 05 08/01/98 0
7018983 O 07/01/28
0
1786968 E82/G01 F 222,100.00 ZZ
360 222,100.00 1
11 OYSTER POINT 7.125 1,496.33 68
6.875 1,496.33 330,000.00
WARREN RI 02885 2 08/07/98 00
0400134730 01 10/01/98 0
0400134730 O 09/01/28
0
1786969 225/225 F 247,000.00 ZZ
360 246,613.46 1
717 FLINT LOCK COVE 7.250 1,684.98 93
7.000 1,684.98 267,000.00
FLORENCE SC 29501 1 06/03/98 14
8909016 05 08/01/98 30
8909016 O 07/01/28
0
1787027 E26/G01 F 319,650.00 ZZ
360 319,406.77 1
116 RACKET ROAD 7.375 2,207.75 95
7.125 2,207.75 336,500.00
CHAPIN SC 29036 1 07/30/98 11
0430971325 05 09/01/98 30
33800971 O 08/01/28
0
1787030 637/G01 F 350,000.00 ZZ
360 349,478.88 1
6739 DEVONSHIRE DRIVE 7.500 2,447.25 65
7.250 2,447.25 540,000.00
1
SAN JOSE CA 95129 5 06/30/98 00
0430977629 05 08/01/98 0
0010927242 O 07/01/28
0
1787046 637/G01 F 368,000.00 ZZ
360 367,726.89 1
21125 LAURETTA DRIVE 7.500 2,573.11 57
7.250 2,573.11 650,000.00
CUPERTINO CA 95014 2 07/01/98 00
0430977421 05 09/01/98 0
0011191616 O 08/01/28
0
1787049 225/225 F 500,000.00 ZZ
360 499,628.92 1
7666 PEACH BLOSSOM DRIVE 7.500 3,496.08 66
7.250 3,496.08 760,000.00
CUPERTINO CA 95014 2 07/01/98 00
7038711 05 09/01/98 0
7038711 O 08/01/28
0
1787054 637/G01 F 335,000.00 ZZ
360 334,751.38 1
20087 LAS ONDAS COURT 7.500 2,342.37 62
7.250 2,342.37 545,000.00
CUPERTINO CA 95014 2 07/01/98 00
0430973412 05 09/01/98 0
0011192861 O 08/01/28
0
1787055 B60/G01 F 335,700.00 ZZ
360 335,700.00 1
17 VIA BELMONTE 6.875 2,205.31 79
6.625 2,205.31 425,000.00
RANCHO SANTA MA CA 92688 2 07/24/98 00
0430976183 03 10/01/98 0
251862 O 09/01/28
0
1787061 B60/G01 F 459,800.00 ZZ
360 459,467.21 1
6 WOODFLOWER 7.625 3,254.44 80
7.375 3,254.44 580,000.00
IRVINE CA 92614 2 07/24/98 00
0430975854 03 09/01/98 0
252456 O 08/01/28
0
1
1787066 B60/G01 F 316,000.00 ZZ
360 315,771.29 1
5086 BROOKBURN DRIVE 7.625 2,236.63 66
7.375 2,236.63 480,000.00
SAN DIEGO CA 92130 2 07/17/98 00
0430975870 05 09/01/98 0
252973 O 08/01/28
0
1787072 637/G01 F 356,000.00 ZZ
360 355,469.93 1
246 AMHERST AVENUE 7.500 2,489.21 75
7.250 2,489.21 475,000.00
KENSINGTON CA 94708 5 06/25/98 00
0430981134 05 08/01/98 0
0011193737 O 07/01/28
0
1787075 225/225 F 259,900.00 ZZ
360 259,503.25 1
329 VISTA DRIVE 7.375 1,795.07 90
7.125 1,795.07 288,800.00
UPPER PROVIDENC PA 19460 1 06/30/98 14
7036880 03 08/01/98 25
7036880 O 07/01/28
0
1787082 B60/G01 F 329,600.00 ZZ
360 329,342.88 1
2280 MONTGOMERY AVENUE 7.250 2,248.45 80
CARDIFF BY THE SEA AREA 7.000 2,248.45 412,000.00
ENCINITAS CA 92007 2 07/23/98 00
0430978445 05 09/01/98 0
252729 O 08/01/28
0
1787085 B60/G01 F 491,250.00 ZZ
360 490,518.56 1
9352 LA JOLLA CIRCLE 7.500 3,434.89 75
7.250 3,434.89 655,000.00
HUNTINGTON BEAC CA 92646 2 06/24/98 00
0430979658 05 08/01/98 0
202832 O 07/01/28
0
1787090 637/G01 F 188,000.00 ZZ
360 187,849.66 1
1
3181 CALZAR DRIVE 7.125 1,266.59 63
6.875 1,266.59 300,000.00
SAN JOSE CA 95118 2 07/01/98 00
0430973446 05 09/01/98 0
0010123545 O 08/01/28
0
1787094 B60/G01 F 341,750.00 ZZ
360 341,476.71 1
3737 LIBERTY CANYON ROAD 7.125 2,302.43 80
6.875 2,302.43 428,000.00
AGOURA HILLS CA 91301 2 07/24/98 00
0430976126 05 09/01/98 0
252195 O 08/01/28
0
1787103 637/G01 F 530,000.00 ZZ
360 529,190.94 1
2136 HILLSTONE DRIVE 7.375 3,660.58 71
7.125 3,660.58 755,000.00
SAN JOSE CA 95138 5 06/25/98 00
0430981035 05 08/01/98 0
0011187077 O 07/01/28
0
1787108 637/G01 F 283,000.00 ZZ
360 282,578.63 1
958 POCATELLO AVENUE 7.500 1,978.78 63
7.250 1,978.78 450,000.00
SUNNYVALE CA 94087 2 06/25/98 00
0430973453 05 08/01/98 0
0011193372 O 07/01/28
0
1787118 637/G01 F 278,000.00 ZZ
360 277,808.68 1
6513 GILLIS DRIVE 7.875 2,015.70 57
7.625 2,015.70 490,000.00
SAN JOSE CA 95120 2 07/01/98 00
0430977280 05 09/01/98 0
0010122778 O 08/01/28
0
1787141 225/225 F 300,000.00 ZZ
360 299,542.04 1
111 GRANGE AVENUE 7.375 2,072.03 36
7.125 2,072.03 845,000.00
FAIR HAVEN NJ 07704 1 06/18/98 00
8726185 05 08/01/98 0
1
8726185 O 07/01/28
0
1787148 J86/G01 F 160,500.00 ZZ
360 160,500.00 1
3031 MATTHEWS AVENUE 7.625 1,136.01 89
7.375 1,136.01 182,000.00
BRONX NY 10467 2 08/03/98 10
0430972240 05 10/01/98 25
0297257 O 09/01/28
0
1787165 077/077 F 350,000.00 ZZ
360 349,726.96 1
345 WINDING BROOK LANE 7.250 2,387.62 80
7.000 2,387.62 442,291.00
MONROE OH 45050 1 07/23/98 00
5980322 05 09/01/98 0
5980322 O 08/01/28
0
1787211 588/G01 F 395,000.00 ZZ
360 394,684.12 1
20 GREAT HILLS TERRACE MILLBUR 7.125 2,661.19 67
6.875 2,661.19 595,000.00
SHORT HILLS NJ 07078 1 07/23/98 00
0430975821 05 09/01/98 0
980601007 O 08/01/28
0
1787219 195/G01 F 263,000.00 ZZ
360 263,000.00 1
313 N GERTRUDA AVENUE 7.250 1,794.13 76
7.000 1,794.13 350,000.00
REDONDO BEACH CA 90277 2 07/29/98 00
0430972265 05 10/01/98 0
59053 O 09/01/28
0
1787245 562/G01 F 288,000.00 ZZ
360 288,000.00 1
29-21 159TH STREET 7.750 2,063.27 90
7.500 2,063.27 320,000.00
FLUSHING NY 11358 1 08/01/98 04
0430972802 05 10/01/98 25
567214 O 09/01/28
0
1
1787273 811/G01 F 257,600.00 ZZ
360 257,600.00 1
2650 CASTLE PEAK ROAD 7.250 1,757.29 80
7.000 1,757.29 322,000.00
RENO NV 89511 1 08/03/98 00
0430976845 03 10/01/98 0
FM02103644 O 09/01/28
0
1787299 562/G01 F 283,500.00 ZZ
360 283,500.00 1
41 WEBSTER AVENUE 7.500 1,982.28 90
7.250 1,982.28 315,000.00
HARRISON NY 10528 1 08/03/98 14
0430971747 05 10/01/98 25
569046 O 09/01/28
0
1787313 225/225 F 308,000.00 ZZ
360 307,552.75 1
1833 MONTGOMERY AVE 7.625 2,180.00 80
7.375 2,180.00 385,000.00
VILLANOVA PA 19085 1 06/30/98 00
8399716 05 08/01/98 0
8399716 O 07/01/28
0
1787338 225/225 F 325,000.00 ZZ
360 324,584.09 1
941 MEADOWSWEET DRIVE 8.250 2,441.62 80
8.000 2,441.62 410,000.00
CORTE MADERA CA 94925 2 06/16/98 00
7028632 05 08/01/98 0
7028632 O 07/01/28
0
1787339 225/225 F 259,000.00 ZZ
360 258,594.68 1
3111 MARNA AVENUE 7.250 1,766.84 70
7.000 1,766.84 370,000.00
LONG BEACH CA 90808 2 06/12/98 00
7030882 05 08/01/98 0
7030882 O 07/01/28
0
1787377 E91/G01 F 374,000.00 ZZ
360 373,715.41 1
531 VANNIER DRIVE 7.375 2,583.13 66
7.125 2,583.13 575,000.00
1
BELMONT CA 94002 5 07/07/98 00
0430972836 05 09/01/98 0
31668916 O 08/01/28
0
1787379 F88/G01 F 353,600.00 ZZ
360 353,600.00 1
1504 EL VERANO WAY 7.250 2,412.18 67
7.000 2,412.18 530,000.00
BELMONT CA 94002 2 08/03/98 00
0430995449 05 10/01/98 0
98070115 O 09/01/28
0
1787398 995/G01 F 237,600.00 ZZ
360 237,423.67 1
266 SUMMIT AVENUE 7.500 1,661.33 80
7.250 1,661.33 297,000.00
HACKENSACK NJ 07601 1 07/29/98 00
0430964635 05 09/01/98 0
GM10032091 O 08/01/28
0
1787418 815/G01 F 270,000.00 ZZ
360 270,000.00 1
4 SAGE BRUSH COURT 7.250 1,841.88 80
7.000 1,841.88 338,000.00
EAST SETAUKET NY 11733 1 08/03/98 00
0430970087 05 10/01/98 0
40818 O 09/01/28
0
1787461 225/225 F 388,500.00 ZZ
360 387,806.09 1
489 BX R 1 SNAKE HILL ROAD 7.375 2,683.27 75
7.125 2,683.27 520,000.00
GARRISON NY 10524 2 06/12/98 00
8723987 05 08/01/98 0
8723987 O 07/01/28
0
1787474 225/225 F 325,400.00 ZZ
360 324,890.76 1
15719 STRICKLAND COURT 7.250 2,219.81 77
7.000 2,219.81 427,000.00
CHARLOTTE NC 28208 2 07/02/98 00
7033780 03 08/01/98 0
7033780 O 07/01/28
0
1
1787482 225/225 F 432,000.00 ZZ
360 431,323.94 1
253 GALLINA ROAD 7.250 2,947.01 90
7.000 2,947.01 480,000.00
SANTA FE NM 87505 1 06/17/98 04
7032181 05 08/01/98 25
7032181 O 07/01/28
0
1787483 225/225 F 377,600.00 T
360 377,051.67 1
3524 VILLAMARE VILLAS 7.625 2,672.63 80
7.375 2,672.63 472,000.00
HILTON HEAD SC 29928 1 06/22/98 00
8727627 08 08/01/98 0
8727627 O 07/01/28
0
1787487 225/225 F 232,750.00 ZZ
360 232,428.59 1
19 CRESTWOOD DRIVE 7.875 1,687.60 95
7.625 1,687.60 245,000.00
WEST ORANGE NJ 07052 1 06/16/98 11
7030555 05 08/01/98 30
7030555 O 07/01/28
0
1787518 225/225 F 488,000.00 ZZ
360 487,273.40 1
6 GREENHILL ROAD 7.500 3,412.17 80
7.250 3,412.17 610,000.00
SOLEBURY TOWNSH PA 18938 1 06/04/98 00
8151670 05 08/01/98 0
8151670 O 07/01/28
0
1787645 225/225 F 266,000.00 ZZ
360 265,404.06 1
961 BELFAST PLACE 7.500 1,859.91 78
7.250 1,859.91 345,000.00
WINSTON SALEM NC 27106 2 05/14/98 00
8908588 05 07/01/98 0
8908588 O 06/01/28
0
1787686 225/225 F 281,000.00 ZZ
360 280,780.79 1
1
23956 WANIGAN WAY 7.250 1,916.92 72
7.000 1,916.92 391,000.00
LAGUNA NIGUEL CA 92776 5 07/13/98 00
7031503 03 09/01/98 0
7031503 O 08/01/28
0
1787746 225/225 F 240,050.00 ZZ
360 239,312.59 1
5200 TALLOWTREE DRIVE 7.375 1,657.97 80
7.125 1,657.97 302,000.00
RALEIGH NC 27613 1 04/03/98 00
8722176 03 06/01/98 0
8722176 O 05/01/28
0
1787747 225/225 F 448,000.00 ZZ
360 446,561.93 1
4825 ROCKHAMPTON COURT 7.250 3,056.15 80
7.000 3,056.15 560,000.00
YORBA LINDA CA 92887 2 06/25/98 00
7037507 05 08/01/98 0
7037507 O 07/01/28
0
1787804 225/225 F 244,000.00 ZZ
360 243,575.83 1
18511 SAUGUS AVENUE 7.750 1,748.05 72
7.500 1,748.05 340,000.00
SANTA ANA AREA CA 92705 2 07/16/98 00
7042777 05 09/01/98 0
7042777 O 08/01/28
0
1787876 225/225 F 335,000.00 ZZ
360 334,786.38 1
5808 EAST MOUNTAIN AVENUE 8.250 2,516.75 80
8.000 2,516.75 423,000.00
ORANGE CA 92867 2 06/29/98 00
7035735 03 09/01/98 0
7035735 O 08/01/28
0
1787878 225/225 F 300,000.00 ZZ
360 298,900.46 1
134 GLENWOOD ROAD 7.625 2,123.38 60
7.375 2,123.38 505,000.00
ENGLEWOOD NJ 07631 2 03/19/98 00
8093303 05 05/01/98 0
1
8093303 O 04/01/28
0
1787896 225/225 F 280,000.00 ZZ
360 279,539.62 1
96 COLUMBIA LANE 7.000 1,862.85 79
6.750 1,862.85 355,000.00
JAMESTOWN RI 02835 4 06/26/98 00
8650779 05 08/01/98 0
8650779 O 07/01/28
0
1787907 225/225 F 359,100.00 ZZ
360 358,551.84 1
2029 NOLAN PARK LANE 7.375 2,480.21 90
7.125 2,480.21 399,000.00
CHARLOTTE NC 28209 1 06/12/98 12
8909838 09 08/01/98 25
8909838 O 07/01/28
0
1787917 225/225 F 261,900.00 T
360 261,519.67 1
4 WILLIAM STREET 7.625 1,853.72 90
7.375 1,853.72 291,000.00
LONG BEACH TOWN NJ 08008 1 06/12/98 12
7021879 05 08/01/98 35
7021879 O 07/01/28
0
1787967 G41/G01 F 371,000.00 ZZ
360 370,744.68 1
498 STONY BROOK ROAD 7.875 2,690.01 60
7.625 2,690.01 620,000.00
NEWTON PA 18940 2 07/24/98 00
0430996348 05 09/01/98 0
60001802 O 08/01/28
0
1788014 731/G01 F 70,500.00 ZZ
360 70,448.98 1
3053 IDLEWILD WAY 7.625 498.99 43
7.375 498.99 165,000.00
SAN DIEGO CA 92117 2 07/23/98 00
0430981662 05 09/01/98 0
613712766 O 08/01/28
0
1
1788016 731/G01 F 112,000.00 ZZ
360 111,918.94 1
26254 HILLSFORD PLACE 7.625 792.73 80
7.375 792.73 140,000.00
LAKE FOREST CA 92630 2 07/28/98 00
0430981043 01 09/01/98 0
411511865 O 08/01/28
0
1788020 731/G01 F 246,300.00 ZZ
360 246,126.17 1
12640 TREEHILL PLACE 7.750 1,764.52 43
7.500 1,764.52 575,000.00
POWAY CA 92064 2 07/09/98 00
0430981068 05 09/01/98 0
613712517 O 08/01/28
0
1788031 637/G01 F 630,000.00 ZZ
360 629,038.28 1
27567 SUNNYRIDGE ROAD 7.375 4,351.26 78
7.125 4,351.26 810,000.00
PLS VRDS PNSL A CA 90274 2 06/25/98 00
0430973123 05 08/01/98 0
0010660470 O 07/01/28
0
1788048 685/G01 F 260,000.00 ZZ
360 260,000.00 1
581 DEVONWOOD ROAD 7.375 1,795.76 80
7.125 1,795.76 325,000.00
ALTADENA AREA CA 91001 5 08/04/98 00
0430974923 05 10/01/98 0
114434 O 09/01/28
0
1788052 685/G01 F 136,000.00 ZZ
360 136,000.00 1
1351 NORTH STUDEBAKER ROAD 7.250 927.76 80
7.000 927.76 170,000.00
LONG BEACH CA 90815 2 08/05/98 00
0430970483 05 10/01/98 0
114209 O 09/01/28
0
1788061 950/G01 F 302,800.00 ZZ
360 302,586.28 1
14214 NW TRADEWIND STREET 7.750 2,169.30 79
7.500 2,169.30 387,520.00
1
PORTLAND OR 97229 1 07/28/98 00
0430973685 03 09/01/98 0
4149858 O 08/01/28
0
1788068 356/G01 F 486,000.00 ZZ
360 485,630.18 1
2567 GRAPPA PLACE 7.375 3,356.69 41
7.125 3,356.69 1,200,000.00
PLEASANTON CA 94566 2 07/17/98 00
0430970814 05 09/01/98 0
2551026 O 08/01/28
0
1788071 356/G01 F 288,000.00 ZZ
360 287,780.85 1
6854 BOLLINGER RD 7.375 1,989.15 64
7.125 1,989.15 450,000.00
SAN JOSE CA 95129 2 07/20/98 00
0430970806 05 09/01/98 0
2553360 O 08/01/28
0
1788086 664/G01 F 429,000.00 ZZ
360 428,673.56 1
1045 ENCHANTED WAY 7.375 2,963.00 58
7.125 2,963.00 750,000.00
PACIFIC PALISAD CA 90272 2 07/02/98 00
0430994947 05 09/01/98 0
2610236 O 08/01/28
0
1788087 830/G01 F 256,000.00 ZZ
360 255,795.28 1
14302 SANDHILL ROAD 7.125 1,724.72 61
6.875 1,724.72 425,000.00
POWAY CA 92064 2 08/01/98 00
0430970855 05 09/01/98 0
1903244 O 08/01/28
0
1788091 637/G01 F 428,000.00 ZZ
360 424,849.84 1
3801 KINGRIDGE DRIVE 7.750 3,066.25 80
7.500 3,066.25 535,000.00
SAN MATEO CA 94403 2 02/22/98 00
0430991794 05 04/01/98 0
8964546 O 03/01/28
0
1
1788102 637/G01 F 347,000.00 ZZ
360 346,735.95 1
6147 ALCANTE DRIVE 7.375 2,396.65 60
7.125 2,396.65 585,000.00
SAN JOSE CA 95129 2 07/01/98 00
0430986117 05 09/01/98 0
0010929032 O 08/01/28
0
1788118 637/G01 F 374,000.00 ZZ
360 373,162.08 1
632 TROON COURT 7.500 2,615.07 64
7.250 2,615.07 590,000.00
MILPITAS CA 95035 2 05/27/98 00
0430981415 05 07/01/98 0
0011177771 O 06/01/28
0
1788120 637/G01 F 276,000.00 ZZ
360 275,568.08 1
889 BRENTWOOD DRIVE 7.250 1,882.81 59
7.000 1,882.81 475,000.00
SAN JOSE CA 95129 2 06/03/98 00
0430977645 05 08/01/98 0
0011177060 O 07/01/28
0
1788122 637/G01 F 318,750.00 ZZ
360 317,999.51 1
3105 CATAWBA COURT 7.250 2,174.44 71
7.000 2,174.44 450,000.00
PLEASANTON CA 94566 2 05/28/98 00
0430983056 05 07/01/98 0
0010115962 O 06/01/28
0
1788130 637/G01 F 295,000.00 ZZ
360 294,560.75 1
6568 GRAYSTONE MEADOW CIR 7.500 2,062.69 45
7.250 2,062.69 660,000.00
SAN JOSE CA 95120 2 06/02/98 00
0430981563 05 08/01/98 0
0011177110 O 07/01/28
0
1788133 637/G01 F 303,000.00 ZZ
360 302,548.85 1
1
15 MOUNTAIN VIEW PLACE 7.500 2,118.62 57
7.250 2,118.62 535,000.00
SAN MATEO CA 94402 2 06/04/98 00
0430983833 05 08/01/98 0
0011177243 O 07/01/28
0
1788141 637/G01 F 280,000.00 ZZ
360 279,572.57 1
3058 MAGNUM DRIVE 7.375 1,933.89 66
7.125 1,933.89 430,000.00
SAN JOSE CA 95135 2 06/02/98 00
0430989210 05 08/01/98 0
0010917433 O 07/01/28
0
1788154 267/267 F 460,000.00 ZZ
360 459,603.94 1
6606 AVENIDA DE LAS PESCAS 6.750 2,983.56 58
6.500 2,983.56 800,000.00
LA JOLLA CA 92037 2 07/09/98 00
4266292 05 09/01/98 0
4266292 O 08/01/28
0
1788155 637/G01 F 263,000.00 ZZ
360 262,618.09 1
4535 CENTRAL AVENUE 7.625 1,861.50 75
7.375 1,861.50 355,000.00
FREMONT CA 94536 2 06/02/98 00
0430984161 05 08/01/98 0
0011179462 O 07/01/28
0
1788163 267/267 F 279,200.00 ZZ
360 278,965.43 1
4329 BELAIR DR 6.875 1,834.15 80
6.625 1,834.15 349,000.00
LA CANADA-FLINT CA 91011 1 07/16/98 00
4266909 05 09/01/98 0
4266909 O 08/01/28
0
1788166 637/G01 F 390,000.00 ZZ
360 389,419.31 1
425 TAMALPAIS AVENUE 7.500 2,726.94 60
7.250 2,726.94 650,000.00
MILL VALLEY CA 94941 2 06/08/98 00
0430986976 05 08/01/98 0
1
0010105161 O 07/01/28
0
1788202 765/G01 F 123,000.00 ZZ
360 122,908.71 1
11140 MANZANITA MESA ROAD 7.500 860.04 69
7.250 860.04 180,000.00
LITTLEROCK AREA CA 93543 2 07/30/98 00
0430969592 05 09/01/98 0
334624 O 08/01/28
0
1788203 367/367 F 378,000.00 ZZ
360 377,422.99 1
8611 MCHENRY STREET 7.375 2,610.75 75
7.125 2,610.75 504,000.00
VIENNA VA 22180 5 06/18/98 00
99105401 05 08/01/98 0
99105401 O 07/01/28
0
1788207 F63/G01 F 476,500.00 ZZ
360 476,500.00 1
5053 OLD SAN JOSE ROAD 7.500 3,331.76 64
7.250 3,331.76 750,000.00
SOQUEL CA 95073 2 07/28/98 00
0430967323 05 10/01/98 0
23339 O 09/01/28
0
1788210 624/G01 F 303,750.00 ZZ
360 303,750.00 1
800 41ST AVENUE 7.375 2,097.93 75
7.125 2,097.93 405,000.00
SAN FRANCISCO CA 94121 5 07/30/98 00
0430969642 07 10/01/98 0
86010762346 O 09/01/28
0
1788216 588/G01 F 325,000.00 ZZ
360 324,713.25 1
800 WALLBERG AVENUE 6.625 2,081.02 75
6.375 2,081.02 435,000.00
WESTFIELD TOWN NJ 07091 1 07/24/98 00
0430975235 05 09/01/98 0
980401101 O 08/01/28
0
1
1788255 267/267 F 515,000.00 ZZ
360 514,567.33 1
31 MONTEREY PINE DR 6.875 3,383.19 52
6.625 3,383.19 1,000,000.00
NEWPORT COAST CA 92657 2 07/17/98 00
4258922 01 09/01/98 0
4258922 O 08/01/28
0
1788274 995/G01 F 315,000.00 ZZ
360 315,000.00 1
103 PAULIN BOULEVARD 7.500 2,202.53 79
7.250 2,202.53 400,000.00
LEONIA NJ 07605 2 08/03/98 00
0430973206 05 10/01/98 0
GM10032065 O 09/01/28
0
1788313 E22/G01 F 228,000.00 ZZ
360 228,000.00 1
2506 BALMORAL STREET 7.625 1,613.77 80
7.375 1,613.77 285,000.00
UNION CITY CA 94587 2 08/03/98 00
0410987390 05 10/01/98 0
410987390 O 09/01/28
0
1788331 J95/J95 F 256,800.00 ZZ
360 256,578.90 1
1131 EDWARD DRIVE 6.750 1,665.60 80
6.500 1,665.60 321,000.00
GREAT FALLS VA 22066 1 07/06/98 00
0009424300 03 09/01/98 0
0009424300 O 08/01/28
0
1788338 J95/J95 F 305,100.00 ZZ
360 304,585.89 1
677 OLD HUNT WAY 6.875 2,004.29 90
6.625 2,004.29 339,000.00
HERNDON VA 20170 1 06/25/98 12
0009321605 03 08/01/98 25
0009321605 O 07/01/28
0
1788346 J95/J95 F 440,000.00 ZZ
360 439,681.54 1
21438 KRZICH PLACE 7.625 3,114.29 66
7.375 3,114.29 667,000.00
1
CUPERTINO CA 95014 2 07/07/98 00
0012981833 05 09/01/98 0
0012981833 O 08/01/28
0
1788350 J95/J95 F 274,000.00 ZZ
360 273,581.74 1
321 WEST J STREET 7.375 1,892.45 74
7.125 1,892.45 373,000.00
BENICIA CA 94510 5 06/23/98 00
0012979084 05 08/01/98 0
0012979084 O 07/01/28
0
1788356 J95/J95 F 500,000.00 ZZ
360 499,609.94 1
3021 BURNING TREE LANE 7.250 3,410.89 77
7.000 3,410.89 650,000.00
CINCINNATI OH 45237 2 07/10/98 00
9427535 05 09/01/98 0
9427535 O 08/01/28
0
1788368 J95/J95 F 360,000.00 ZZ
360 359,393.39 1
5050 VIA PRIMARIA 6.875 2,364.94 80
6.625 2,364.94 450,000.00
YORBA LINDA CA 92886 1 06/19/98 00
0012988465 03 08/01/98 0
0012988465 O 07/01/28
0
1788371 J95/J95 F 395,145.00 ZZ
360 394,821.10 1
10104 TATE COURT 7.000 2,628.91 80
6.750 2,628.91 493,932.00
OAKTOWN VA 22124 1 07/10/98 00
9429929 03 09/01/98 0
9429929 O 08/01/28
0
1788376 J95/J95 F 319,950.00 ZZ
360 319,449.29 1
18125 WESTMINSTER DRIVE 7.250 2,182.63 80
7.000 2,182.63 399,950.00
LAKE OSWEGO OR 97034 1 06/22/98 00
0007964471 05 08/01/98 0
0007964471 O 07/01/28
0
1
1788386 J95/J95 F 277,000.00 ZZ
360 276,566.52 1
6358 MOJAVE DRIVE 7.250 1,889.63 59
7.000 1,889.63 470,000.00
SAN JOSE CA 95120 2 06/18/98 00
0007909252 05 08/01/98 0
0007909252 O 07/01/28
0
1788404 J95/J95 F 227,000.00 ZZ
360 226,450.95 1
11 ARABIAN WAY 7.125 1,529.34 67
6.875 1,529.34 341,000.00
HOLLAND PA 18966 5 06/26/98 00
12789988 05 08/01/98 0
12789988 O 07/01/28
0
1788407 J95/J95 F 330,000.00 ZZ
360 329,483.58 1
2805 MONTEREY AVENUE 7.250 2,251.18 57
7.000 2,251.18 589,000.00
SOQUEL CA 95073 5 06/25/98 00
12726048 05 08/01/98 0
12726048 O 07/01/28
0
1788409 J95/J95 F 525,000.00 ZZ
360 524,256.51 1
1460 MIDDLEFIELD ROAD 7.750 3,761.17 75
7.500 3,761.17 703,000.00
PALO ALTO CA 94301 2 06/22/98 00
16016776 05 08/01/98 0
16016776 O 07/01/28
0
1788411 J95/J95 F 445,000.00 ZZ
360 444,337.44 1
687 LA VISTA DRIVE 7.500 3,111.50 75
7.250 3,111.50 600,000.00
WALNUT CREEK CA 94598 5 06/23/98 00
12979571 05 08/01/98 0
12979571 O 07/01/28
0
1788420 267/267 F 386,000.00 ZZ
360 385,691.32 1
1
2051 VICTORIA AVENUE 7.125 2,600.56 78
6.875 2,600.56 500,000.00
OXNARD CA 93035 2 07/16/98 00
4264410 05 09/01/98 0
4264410 O 08/01/28
0
1788421 267/267 F 309,000.00 ZZ
360 308,752.89 1
16692 BOLERO LANE 7.125 2,081.80 66
6.875 2,081.80 470,000.00
HUNTINGTON BEAC CA 92649 2 07/23/98 00
4265678 05 09/01/98 0
4265678 O 08/01/28
0
1788424 267/267 F 450,000.00 ZZ
360 449,640.14 1
1832 OVERVIEW CIRCLE 7.125 3,031.74 69
6.875 3,031.74 660,000.00
SANTA ANA CA 92705 5 07/20/98 00
4276653 05 09/01/98 0
4276653 O 08/01/28
0
1788425 267/267 F 370,000.00 ZZ
360 369,704.12 1
430 LINCOLN BLVD 7.125 2,492.76 40
6.875 2,492.76 930,000.00
SANTA MONICA CA 90402 5 07/08/98 00
4254570 05 09/01/98 0
4254570 O 08/01/28
0
1788426 267/267 F 306,000.00 ZZ
360 305,585.00 1
17071 WESTPORT DRIVE 7.000 2,035.83 80
6.750 2,035.83 385,000.00
HUNTINGTON BEAC CA 92649 2 07/22/98 00
4276881 05 09/01/98 0
4276881 O 08/01/28
0
1788430 267/267 F 320,000.00 ZZ
360 319,744.10 1
805 CAMINO VIEJO 7.125 2,155.90 40
6.875 2,155.90 800,000.00
SANTA BARBARA CA 93108 5 07/23/98 00
4265602 05 09/01/98 0
1
4265602 O 08/01/28
0
1788445 J95/J95 F 277,500.00 ZZ
360 277,294.05 1
2215 MAROEL DRIVE 7.500 1,940.33 75
7.250 1,940.33 370,000.00
SAN JOSE CA 95130 5 07/02/98 00
0016048209 05 09/01/98 0
0016048209 O 08/01/28
0
1788447 J95/J95 F 299,000.00 ZZ
360 298,260.43 1
2679 RIDGE ROAD 7.000 1,989.26 75
6.750 1,989.26 400,000.00
XENIA OH 45385 2 05/06/98 00
0009333923 05 07/01/98 0
0009333923 O 06/01/28
0
1788450 J95/J95 F 445,000.00 ZZ
360 444,138.30 1
48896 GREEN VALLEY ROAD 7.250 3,035.69 72
7.000 3,035.69 620,000.00
FREMONT CA 94539 5 06/29/98 00
0016068132 05 08/01/98 0
0016068132 O 07/01/28
0
1788466 J95/J95 F 300,000.00 ZZ
360 299,553.31 1
221 JEFFERSON STREET 7.500 2,097.65 80
7.250 2,097.65 375,000.00
ALEXANDRIA VA 22314 1 07/02/98 00
0016068181 05 08/01/98 0
0016068181 O 07/01/28
0
1788477 J95/J95 F 308,000.00 ZZ
360 307,493.58 1
9724 DAYS FARM DRIVE 7.000 2,049.14 80
6.750 2,049.14 385,000.00
VIENNA VA 22182 1 06/26/98 00
0009389743 03 08/01/98 0
0009389743 O 07/01/28
0
1
1788479 J95/J95 F 355,000.00 ZZ
360 354,736.53 1
11300 WOODBROOK LANE 7.500 2,482.22 74
7.250 2,482.22 480,000.00
RESTON VA 22094 5 07/24/98 00
0016063976 05 09/01/98 0
0016063976 O 08/01/28
0
1788485 J95/J95 F 280,000.00 ZZ
360 279,593.39 1
3930 BOULDER CANYON DRIVE 7.625 1,981.83 75
7.375 1,981.83 375,000.00
CASTRO VALLEY CA 94552 2 06/24/98 00
00160532720 05 08/01/98 0
00160532720 O 07/01/28
0
1788489 J95/J95 F 516,000.00 ZZ
360 515,587.36 1
910 SOUTH ROAD 7.125 3,476.39 80
6.875 3,476.39 650,000.00
BELMONT CA 94002 2 07/08/98 00
0016059495 05 09/01/98 0
0016059495 O 08/01/28
0
1788491 J95/J95 F 380,000.00 ZZ
360 379,434.20 1
565 JACARANDA DRIVE 7.500 2,657.02 66
7.250 2,657.02 580,000.00
FREMONT CA 94539 2 06/26/98 00
0016056962 05 08/01/98 0
0016056962 O 07/01/28
0
1788493 J95/J95 F 289,000.00 ZZ
360 288,600.92 1
1609 SIERRA MADRE VILLA AVENUE 7.875 2,095.45 88
7.625 2,095.45 330,000.00
PASADENA CA 91107 2 06/09/98 10
0012797049 05 08/01/98 25
0012797049 O 07/01/28
0
1788498 J95/J95 F 650,000.00 ZZ
360 648,904.71 1
3003 SOUTH ERIN DRIVE 6.875 4,270.04 76
6.625 4,270.04 860,000.00
1
OAKTON VA 22124 1 06/15/98 00
0012435236 03 08/01/98 0
0012435236 O 07/01/28
0
1788513 964/G01 F 495,000.00 ZZ
360 495,000.00 1
114 MCALLISTER AVENUE 6.875 3,251.80 74
6.625 3,251.80 675,000.00
KENTFIELD CA 94904 2 07/27/98 00
0430967794 05 10/01/98 0
39411 O 09/01/28
0
1788516 964/G01 F 259,000.00 ZZ
360 258,807.78 1
611 11TH STREET 7.500 1,810.97 72
7.250 1,810.97 360,000.00
HUNTINGTON BEAC CA 92648 2 07/31/98 00
0430967331 05 09/01/98 0
40092 O 08/01/28
0
1788527 964/G01 F 267,000.00 ZZ
360 266,801.85 1
1215 VISCANO DRIVE 7.500 1,866.90 70
7.250 1,866.90 385,000.00
GLENDALE CA 91207 2 07/28/98 00
0430968222 05 09/01/98 0
39914 O 08/01/28
0
1788532 964/G01 F 302,550.00 ZZ
360 302,319.78 1
632 SEA BREEZE DRIVE 7.375 2,089.64 80
7.125 2,089.64 380,000.00
SEAL BEACH CA 90740 2 07/30/98 00
0430967133 05 09/01/98 0
39354 O 08/01/28
0
1788552 E85/G01 F 354,000.00 ZZ
360 353,730.63 1
32 CRAGS COURT 7.375 2,444.99 73
7.125 2,444.99 485,000.00
SAN FRANCISCO CA 94131 2 07/22/98 00
0430967943 05 09/01/98 0
9603277 O 08/01/28
0
1
1788555 638/G01 F 250,000.00 ZZ
360 249,814.46 1
16 TOYON COURT 7.500 1,748.04 36
7.250 1,748.04 700,000.00
SAUSALITO CA 94965 5 07/24/98 00
0430968305 05 09/01/98 0
08770950 O 08/01/28
0
1788580 J95/J95 F 252,000.00 ZZ
360 251,605.65 1
11337 SOUTH 2480 WEST 7.250 1,719.08 83
7.000 1,719.08 305,000.00
SOUTH JORDAN UT 84095 2 06/29/98 10
0012863015 05 08/01/98 12
0012863015 O 07/01/28
0
1788585 J95/J95 F 648,000.00 T
360 647,530.99 1
2 NW 47TH STREET 7.625 4,586.51 70
7.375 4,586.51 935,000.00
LINCOLN CITY OR 97367 2 07/02/98 00
0016056806 03 09/01/98 0
0016056806 O 08/01/28
0
1788591 J95/J95 F 304,400.00 ZZ
360 303,887.05 1
6751 EDGE CLIFF DRIVE 6.875 1,999.70 90
6.625 1,999.70 338,875.00
ALEXANDRIA VA 22315 1 06/30/98 04
0016044604 03 08/01/98 25
0016044604 O 07/01/28
0
1788604 J95/J95 F 245,000.00 ZZ
360 244,012.76 1
208 NORTH ECLIPSE DRIVE 7.250 1,671.33 75
7.000 1,671.33 327,000.00
ST GEORGE UT 84770 2 06/12/98 00
0012862090 05 08/01/98 0
0012862090 O 07/01/28
0
1788609 J95/J95 F 230,400.00 ZZ
360 229,911.18 1
1
6840 MCLEAN PROVINCE CIRCLE 6.875 1,513.57 80
6.625 1,513.57 288,000.00
FALLS CHURCH VA 22043 1 06/29/98 00
0009385220 07 08/01/98 0
0009385220 O 07/01/28
0
1788611 J95/J95 F 117,500.00 ZZ
360 117,316.12 1
9740 MAIN STREET 7.250 801.56 80
7.000 801.56 146,900.00
FAIRFAX VA 22031 1 06/26/98 00
0016053290 09 08/01/98 0
0016053290 O 07/01/28
0
1788614 J95/J95 F 271,000.00 ZZ
360 270,586.31 1
813 FAN PALM COURT 7.375 1,871.73 79
7.125 1,871.73 346,000.00
SAN JOSE CA 95133 2 06/18/98 00
0016055220 03 08/01/98 0
0016055220 O 07/01/28
0
1788622 267/267 F 237,000.00 ZZ
360 237,000.00 1
8803 SWALLOW AVENUE 7.125 1,596.72 73
6.875 1,596.72 325,000.00
FOUNTAIN VALLEY CA 92708 5 07/27/98 00
4280296 05 10/01/98 0
4280296 O 09/01/28
0
1788628 J95/J95 F 249,100.00 ZZ
360 248,659.23 1
1985 LOGAN MANOR DRIVE 6.625 1,595.02 80
6.375 1,595.02 311,425.00
RESTON VA 20190 1 06/26/98 00
9399536 09 08/01/98 0
9399536 O 07/01/28
0
1788632 J95/J95 F 296,100.00 ZZ
360 295,857.28 1
12403 FRY RD. NE 7.000 1,969.97 90
6.750 1,969.97 329,000.00
AURORA OR 97002 1 07/06/98 12
16075343 05 09/01/98 25
1
16075343 O 08/01/28
0
1788643 J95/J95 F 327,200.00 ZZ
360 326,675.13 1
8100 INVERSTONE LANE 7.125 2,204.41 79
6.875 2,204.41 415,000.00
RALEIGH NC 27606 2 06/29/98 00
0016045759 03 08/01/98 0
0016045759 O 07/01/28
0
1788645 J95/J95 F 245,700.00 ZZ
360 245,493.58 1
602 CURTIN PLACE SE 6.875 1,614.08 80
6.625 1,614.08 307,176.00
LEESBURG VA 20175 1 07/14/98 00
9393679 03 09/01/98 0
9393679 O 08/01/28
0
1788649 J95/J95 F 249,600.00 ZZ
360 249,405.28 1
604 CRANWELL PLACE 7.250 1,702.72 80
7.000 1,702.72 312,000.00
LEESBURG VA 20175 1 07/02/98 00
9369661 03 09/01/98 0
9369661 O 08/01/28
0
1788657 J95/J95 F 300,000.00 ZZ
360 299,481.95 1
324 CLUB VIEW DRIVE 6.750 1,945.80 80
6.500 1,945.80 379,000.00
GREAT FALLS VA 22066 1 06/26/98 00
0016045775 03 08/01/98 0
0016045775 O 07/01/28
0
1788661 K16/G01 F 356,000.00 ZZ
360 356,000.00 1
333 ULTIMO AVENUE 7.250 2,428.55 58
7.000 2,428.55 620,000.00
LONG BEACH CA 90814 2 08/15/98 00
0430986018 05 10/01/98 0
0001582 O 09/01/28
0
1
1788663 J95/J95 F 254,500.00 ZZ
360 254,071.14 1
43255 TISBURY COURT 6.875 1,671.89 66
6.625 1,671.89 390,000.00
SOUTH RIDING VA 20152 1 06/30/98 00
9398801 03 08/01/98 0
9398801 O 07/01/28
0
1788664 E22/G01 F 299,000.00 ZZ
360 298,772.48 1
349 MONTROSE AVE 7.375 2,065.12 79
7.125 2,065.12 380,000.00
SOUTH ORANGE NJ 07079 2 07/21/98 00
0410952311 05 09/01/98 0
410952311 O 08/01/28
0
1788669 J95/J95 F 328,000.00 ZZ
360 327,188.68 1
11173 OAKVIEW ROAD 7.000 2,182.20 80
6.750 2,182.20 410,000.00
DELAPLANE VA 20144 1 06/01/98 00
0007994072 05 07/01/98 0
0007994072 O 06/01/28
0
1788671 J95/J95 F 324,000.00 ZZ
360 323,454.04 1
8013 SNOWPINE WAY 6.875 2,128.45 80
6.625 2,128.45 405,000.00
MCLEAN VA 22102 1 06/23/98 00
0016029035 05 08/01/98 0
0016029035 O 07/01/28
0
1788683 136/136 F 278,000.00 ZZ
360 277,788.46 1
25 BRIDLE WAY 7.375 1,920.08 90
7.125 1,920.08 309,000.00
PAWLING NY 12564 1 07/29/98 04
1115521 03 09/01/98 25
1115521 O 08/01/28
0
1788712 J95/J95 F 256,000.00 ZZ
360 255,790.16 1
9915 CORISCA STREET 7.000 1,703.17 80
6.750 1,703.17 320,000.00
1
VIENNA VA 22181 2 07/09/98 00
0013042817 03 09/01/98 0
0013042817 O 08/01/28
0
1788713 J95/J95 F 289,600.00 ZZ
360 289,168.80 1
4054 NARRAGANSETT 7.500 2,024.93 80
7.250 2,024.93 362,000.00
SAN DIEGO CA 92107 2 06/12/98 00
0016039604 05 08/01/98 0
0016039604 O 07/01/28
0
1788719 J95/J95 F 398,000.00 T
360 397,450.40 1
2100 DEER VALLEY DRIVE S #1 7.875 2,885.78 47
7.625 2,885.78 850,000.00
PARK CITY UT 84060 2 06/17/98 00
0016036220 01 08/01/98 0
0016036220 O 07/01/28
0
1788726 J95/J95 F 328,800.00 ZZ
360 327,789.94 1
10055 SE WALNUT DRIVE 7.375 2,270.95 37
7.125 2,270.95 892,000.00
PORTLAND OR 97266 5 04/28/98 00
0007927148 05 06/01/98 0
0007927148 O 05/01/28
0
1788741 J95/J95 F 168,000.00 ZZ
360 167,862.29 1
11439 WASHINGTON PLAZA WEST 7.000 1,117.71 80
6.750 1,117.71 210,000.00
RESTON VA 20190 1 07/10/98 00
9442682 09 09/01/98 0
9442682 O 08/01/28
0
1788742 J95/J95 F 405,000.00 ZZ
360 404,659.75 1
1832 FOXSTONE DRIVE 6.875 2,660.56 74
6.625 2,660.56 554,000.00
VIENNA VA 22182 2 07/10/98 00
0012976551 05 09/01/98 0
0012976551 O 08/01/28
0
1
1788747 J95/J95 F 288,000.00 ZZ
360 287,780.85 1
11905 SW WILDWOOD STREET 7.375 1,989.15 80
7.125 1,989.15 360,000.00
TIGARD OR 97224 5 07/08/98 00
0016086662 05 09/01/98 0
0016086662 O 08/01/28
0
1788769 J95/J95 F 400,000.00 ZZ
360 399,103.84 1
5512 LITTLE FALLS ROAD 7.500 2,796.86 63
7.250 2,796.86 645,000.00
ARLINGTON VA 22207 5 05/14/98 00
0007967656 05 07/01/98 0
0007967656 O 06/01/28
0
1788771 J95/J95 F 308,000.00 ZZ
360 307,765.64 1
2247 OTTERBURN LANE 7.375 2,127.28 70
7.125 2,127.28 445,000.00
GERMANTOWN TN 38139 2 06/30/98 00
0015035207 03 09/01/98 0
0015035207 O 08/01/28
0
1788778 J95/J95 F 286,000.00 ZZ
360 285,759.72 1
5616 VIRGINIA CHASE COURT 6.875 1,878.82 80
6.625 1,878.82 357,500.00
CENTREVILLE VA 20120 1 07/09/98 00
9360892 05 09/01/98 0
9360892 O 08/01/28
0
1788797 E26/G01 F 239,250.00 ZZ
360 238,902.56 1
3878 JORDAN ROAD 7.625 1,693.40 75
7.375 1,693.40 319,000.00
OREFIELD PA 18069 1 06/24/98 00
0430993584 05 08/01/98 0
60800458 O 07/01/28
0
1788798 J95/J95 F 201,500.00 ZZ
360 200,664.49 1
1
111 ALLMAN WAY 7.000 1,340.58 80
6.750 1,340.58 251,890.00
LEESBURG VA 20175 1 03/30/98 00
0012641189 03 05/01/98 0
0012641189 O 04/01/28
0
1788804 J95/J95 F 572,800.00 ZZ
360 571,881.53 1
9130 NW MCKENNA DRIVE 7.375 3,956.19 80
7.125 3,956.19 716,000.00
PORTLAND OR 97229 1 06/30/98 00
0016053126 03 08/01/98 0
0016053126 O 07/01/28
0
1788811 J95/J95 F 310,000.00 ZZ
360 309,758.17 1
18265 VISTA VIEW COURT 7.250 2,114.75 85
7.000 2,114.75 365,000.00
SANDY OR 97055 1 07/02/98 12
00160433017 05 09/01/98 12
00160433017 O 08/01/28
0
1788846 964/G01 F 471,000.00 ZZ
360 471,000.00 2
870-872 ELIZABETH STREET 7.125 3,173.21 64
6.875 3,173.21 737,000.00
SAN FRANCISCO CA 94114 2 08/04/98 00
0430970186 05 10/01/98 0
40004 O 09/01/28
0
1788871 964/G01 F 345,000.00 ZZ
360 345,000.00 1
360 BRAEMOOR DRIVE 7.250 2,353.51 75
7.000 2,353.51 465,000.00
SANTA CRUZ CA 95060 5 07/31/98 00
0430969303 05 10/01/98 0
40169 O 09/01/28
0
1788900 964/G01 F 443,400.00 ZZ
360 443,400.00 1
4038 GREEN VALLEY SCHOOL ROAD 7.500 3,100.32 66
7.250 3,100.32 680,000.00
SEBASTOPOL CA 95472 2 08/04/98 00
0430969378 05 10/01/98 0
1
39544 O 09/01/28
0
1788904 964/G01 F 311,250.00 ZZ
360 311,013.16 1
2 KENT WAY 7.375 2,149.73 75
7.125 2,149.73 415,000.00
MILL VALLEY CA 94941 5 07/28/98 00
0430969352 05 09/01/98 0
37972 O 08/01/28
0
1788905 637/G01 F 278,400.00 ZZ
360 278,005.73 1
6213 CAMINO DEL LAGO 7.750 1,994.50 64
7.500 1,994.50 435,000.00
PLEASANTON CA 94566 2 06/25/98 00
0430973032 05 08/01/98 0
0011179074 O 07/01/28
0
1788909 637/G01 F 297,300.00 ZZ
360 297,073.78 1
745 BOAR CIRCLE 7.375 2,053.38 48
7.125 2,053.38 631,000.00
FREMONT CA 94539 2 07/01/98 00
0430973131 05 09/01/98 0
0011194032 O 08/01/28
0
1788922 144/144 F 375,000.00 ZZ
360 375,000.00 1
LOT 5 RESERVOIR ROAD 7.250 2,558.16 75
7.000 2,558.16 505,000.00
CARMEL NY 10512 4 08/07/98 00
160603167 05 10/01/98 0
160603167 O 09/01/28
0
1788927 830/G01 F 362,000.00 ZZ
360 361,724.55 1
3292 VALLEY SQUARE LANE 7.375 2,500.24 75
7.125 2,500.24 486,000.00
SAN JOSE CA 95117 5 08/03/98 00
0430974501 05 09/01/98 0
0537847 O 08/01/28
0
1
1788928 K88/G01 F 300,000.00 ZZ
360 300,000.00 1
18 BRIARWOOD ROAD 7.375 2,072.03 61
7.125 2,072.03 499,000.00
FAIR HAVEN NJ 07704 1 08/14/98 00
0430982280 05 10/01/98 0
8457 O 09/01/28
0
1788931 830/830 F 252,000.00 ZZ
360 251,812.98 1
1270 EAST SIESTA DRIVE 7.500 1,762.02 74
7.250 1,762.02 342,000.00
SANDY UT 84093 2 08/04/98 00
539205 05 09/01/98 0
539205 O 08/01/28
0
1788961 664/G01 F 199,000.00 ZZ
360 198,844.75 1
1627 NORTH ROOSEVELT AVENUE 7.250 1,357.54 70
7.000 1,357.54 285,000.00
PASADENA AREA CA 91104 2 07/24/98 00
0430998930 05 09/01/98 0
2683001 O 08/01/28
0
1788966 E87/G01 F 162,000.00 ZZ
360 162,000.00 1
5088 CALLE REAL 7.500 1,132.73 72
#A 7.250 1,132.73 225,000.00
SANTA BARBARA CA 93111 2 08/01/98 00
0430989285 09 10/01/98 0
70001487 O 09/01/28
0
1788982 637/G01 F 300,000.00 ZZ
360 299,518.76 1
237 WESTRDIGE DRIVE 7.125 2,021.16 75
6.875 2,021.16 400,000.00
SAN JOSE CA 95117 5 06/26/98 00
0430986158 05 08/01/98 0
0010925352 O 07/01/28
0
1788994 665/G01 F 245,000.00 ZZ
360 245,000.00 1
93 CANARY COURT 7.500 1,713.08 67
7.250 1,713.08 370,000.00
1
LIVERMORE CA 94550 2 08/01/98 00
0430969550 05 10/01/98 0
9801223602 O 09/01/28
0
1789005 356/G01 F 246,000.00 ZZ
360 245,812.80 1
791 DRY CREEK RD 7.375 1,699.07 51
7.125 1,699.07 485,000.00
MONTEREY CA 93940 2 07/20/98 00
0430972968 05 09/01/98 0
2556082 O 08/01/28
0
1789025 J95/J95 F 294,850.00 ZZ
360 294,340.83 1
6230 JEAN LOUISE WAY 6.750 1,912.40 78
6.500 1,912.40 380,000.00
ALEXANDRIA VA 22310 1 06/25/98 00
0007836521 03 08/01/98 0
0007836521 O 07/01/28
0
1789030 356/G01 F 285,000.00 ZZ
360 284,788.48 1
629 WINDMILL LANE 7.500 1,992.77 65
7.250 1,992.77 445,000.00
PLEASANTON CA 94566 5 07/17/98 00
0430972992 05 09/01/98 0
2556629 O 08/01/28
0
1789032 356/G01 F 325,500.00 ZZ
360 325,258.43 1
2702 VINTAGE COURT 7.500 2,275.95 73
7.250 2,275.95 450,000.00
LIVERMORE CA 94550 5 07/20/98 00
0430972984 05 09/01/98 0
2552065 O 08/01/28
0
1789034 J95/J95 F 295,000.00 ZZ
360 292,632.49 1
27300 SW 45TH DRIVE 7.500 2,062.69 35
7.250 2,062.69 855,000.00
WILSONVILLE OR 97070 5 05/06/98 00
0007982283 05 07/01/98 0
0007982283 O 06/01/28
0
1
1789040 944/G01 F 348,000.00 ZZ
360 348,000.00 1
1782 CARRIAGE DRIVE 7.500 2,433.27 80
7.250 2,433.27 435,000.00
GILROY CA 95020 2 08/03/98 00
0430974907 05 10/01/98 0
16356 O 09/01/28
0
1789043 665/G01 F 269,000.00 ZZ
360 269,000.00 1
2245 SEA EAGLE COURT 7.625 1,903.97 62
7.375 1,903.97 440,000.00
PLEASANTON CA 94566 5 08/05/98 00
0430976092 05 10/01/98 0
9801223297 O 09/01/28
0
1789046 654/G01 F 238,400.00 ZZ
360 238,400.00 1
2520 PEPPERWOOD DRIVE 7.250 1,626.31 73
7.000 1,626.31 330,000.00
CAMARILLO CA 93010 2 07/27/98 00
0430976340 05 10/01/98 0
71001644 O 09/01/28
0
1789048 654/G01 F 650,000.00 ZZ
360 650,000.00 1
3130 CALLE DE MAREJADA 7.250 4,434.15 65
7.000 4,434.15 1,000,000.00
CAMARILLO CA 93010 5 08/04/98 00
0430976134 05 10/01/98 0
71001646 O 09/01/28
0
1789050 E60/G01 F 268,000.00 ZZ
360 267,796.07 1
1005 EAGLE COURT 7.375 1,851.01 80
7.125 1,851.01 335,000.00
PASO ROBLES CA 93446 2 07/30/98 00
0430983767 05 09/01/98 0
511002 O 08/01/28
0
1789056 227/G01 F 217,600.00 ZZ
360 217,600.00 1
1
14115 ROCK CANYON DRIVE 6.750 1,411.35 80
6.500 1,411.35 272,000.00
CENTREVILLE VA 20121 1 08/07/98 00
0431002799 03 10/01/98 0
1768070 O 09/01/28
0
1789067 227/G01 F 231,600.00 ZZ
360 231,600.00 1
1904 RAMSTEAD LANE 6.750 1,502.16 80
6.500 1,502.16 289,500.00
RESTON VA 20191 1 08/10/98 00
0430991331 03 10/01/98 0
1768146 O 09/01/28
0
1789072 J95/J95 F 300,000.00 ZZ
360 299,481.97 1
7109 PENGUIN PLACE 6.750 1,945.79 78
6.500 1,945.79 385,000.00
FALLS CHURCH VA 22043 1 06/29/98 00
0013043526 05 08/01/98 0
0013043526 O 07/01/28
0
1789077 A91/G01 F 360,000.00 ZZ
360 360,000.00 1
4023 GREENTREE DRIVE 6.875 2,364.95 75
6.625 2,364.95 480,000.00
OCEANSIDE NY 11572 1 08/12/98 00
0430982884 05 10/01/98 0
9816647 O 09/01/28
0
1789078 944/G01 F 768,500.00 ZZ
360 768,500.00 1
3410 DEER RIDGE DRIVE 7.500 5,373.46 65
7.250 5,373.46 1,200,000.00
DANVILLE CA 94506 2 08/03/98 00
0430991059 03 10/01/98 0
7980345TMM O 09/01/28
0
1789096 637/G01 F 475,000.00 ZZ
360 474,629.45 1
20833 GREENLEAF DRIVE 7.250 3,240.34 55
7.000 3,240.34 870,000.00
CUPERTINO CA 95014 2 07/02/98 00
0430990275 05 09/01/98 0
1
0010929057 O 08/01/28
0
1789105 J95/J95 F 168,000.00 ZZ
360 167,865.65 1
9805 SUNRISE ROAD 7.125 1,131.85 80
6.875 1,131.85 210,000.00
VIENNA VA 22181 1 07/08/98 00
9352089 05 09/01/98 0
9352089 O 08/01/28
0
1789111 077/077 F 259,000.00 ZZ
360 258,787.69 1
8594 BECKETT POINTE DRIVE 7.000 1,723.14 76
6.750 1,723.14 344,000.00
WEST CHESTER OH 45069 4 08/04/98 00
307514 05 09/01/98 0
307514 O 08/01/28
0
1789116 B57/G01 F 265,000.00 ZZ
360 265,000.00 1
915 SOUTH CLOVERDALE AVENUE 7.375 1,830.29 75
7.125 1,830.29 355,000.00
LOS ANGELES CA 90036 5 08/04/98 00
0430993691 05 10/01/98 0
9820661 O 09/01/28
0
1789118 J95/J95 F 276,000.00 ZZ
360 275,599.19 1
4080 SW CHARMING WAY 7.625 1,953.52 80
7.375 1,953.52 345,000.00
PORTLAND OR 97225 1 06/26/98 00
0016069650 05 08/01/98 0
0016069650 O 07/01/28
0
1789122 B57/G01 F 418,000.00 ZZ
360 418,000.00 1
2091 SUNSET PLAZA DRIVE 7.375 2,887.03 65
7.125 2,887.03 650,000.00
LOS ANGELES CA 90069 5 08/01/98 00
0430989079 05 10/01/98 0
9812116 O 09/01/28
0
1
1789124 E82/G01 F 536,000.00 ZZ
360 536,000.00 1
929 GRAY FOX CIRCLE 7.250 3,656.46 69
7.000 3,656.46 780,000.00
PLEASANTON CA 94566 2 08/07/98 00
0400137246 05 10/01/98 0
0400137246 O 09/01/28
0
1789128 E82/G01 F 283,000.00 ZZ
360 283,000.00 1
19777 SIERRA MEADOWS LANE 7.500 1,978.78 76
7.250 1,978.78 375,000.00
NORTHRIDGE CA 91326 2 08/07/98 00
0400130118 03 10/01/98 0
0400130118 O 09/01/28
0
1789182 B23/G01 F 328,000.00 ZZ
360 328,000.00 1
29526 NOVACELLA 7.375 2,265.41 65
7.125 2,265.41 506,000.00
LAGUNA NIGUEL CA 92677 2 08/05/98 00
0430976811 03 10/01/98 0
88002896 O 09/01/28
0
1789193 638/G01 F 468,000.00 ZZ
360 467,643.89 1
10 LYME LANE 7.375 3,232.36 80
7.125 3,232.36 585,000.00
FOSTER CITY CA 94404 5 07/28/98 00
0430974378 03 09/01/98 0
8773602 O 08/01/28
0
1789204 638/G01 F 362,400.00 ZZ
360 362,131.05 1
435 MOUNTAIN ROAD 7.500 2,533.95 80
7.250 2,533.95 453,000.00
LAGUNA BEACH CA 92651 5 07/20/98 00
0430973925 05 09/01/98 0
8771583 O 08/01/28
0
1789207 638/G01 F 344,000.00 ZZ
360 343,744.70 1
12218 SARAZEN PLACE 7.500 2,405.30 80
7.250 2,405.30 430,000.00
1
GRANADA HILLS CA 91344 2 07/08/98 00
0430974394 05 09/01/98 0
8758816 O 08/01/28
0
1789217 638/G01 F 336,000.00 ZZ
360 335,756.81 1
13572 WHEMBLY DRIVE 7.625 2,378.19 80
7.375 2,378.19 420,000.00
SANTA ANA CA 92705 2 07/21/98 00
0430970012 05 09/01/98 0
8750988 O 08/01/28
0
1789218 638/G01 F 270,000.00 ZZ
360 269,789.37 1
2640 COEUR D'ALENE DRIVE 7.250 1,841.88 90
7.000 1,841.88 300,000.00
WEST LINN OR 97068 1 07/24/98 14
0430970178 05 09/01/98 25
8768963 O 08/01/28
0
1789238 638/G01 F 500,000.00 ZZ
360 500,000.00 1
6863 CANYON HILL DRIVE 7.500 3,496.07 61
7.250 3,496.07 825,000.00
RIVERSIDE CA 92506 5 07/31/98 00
0430971564 05 10/01/98 0
8763199 O 09/01/28
0
1789239 225/225 F 260,000.00 ZZ
360 259,802.16 1
23455 REDDING CIRCLE 7.375 1,795.76 58
7.125 1,795.76 450,000.00
SALINAS CA 93908 5 07/08/98 00
7037069 05 09/01/98 0
7037069 O 08/01/28
0
1789243 225/225 F 440,000.00 ZZ
360 439,712.18 1
12190 SKYLINE BLVD 8.125 3,266.99 48
7.875 3,266.99 920,000.00
WOODSIDE CA 94062 5 07/08/98 00
7036774 05 09/01/98 0
7036774 O 08/01/28
0
1
1789248 225/225 F 252,000.00 ZZ
360 251,643.13 1
23 SCHOOL STREET 7.750 1,805.36 70
7.500 1,805.36 360,000.00
ARMONK NY 10504 2 06/19/98 00
8724079 05 08/01/98 0
8724079 O 07/01/28
0
1789346 225/225 F 350,000.00 ZZ
360 349,740.24 1
614 10TH AVE 7.500 2,447.26 67
7.250 2,447.26 530,000.00
SAN FRANCISCO CA 94118 5 07/14/98 00
7038748 05 09/01/98 0
7038748 O 08/01/28
0
1789361 225/225 F 296,000.00 ZZ
360 295,621.20 1
741 DALEHURST AVENUE 8.250 2,223.75 47
8.000 2,223.75 630,000.00
SAN MATEO CA 94403 2 06/18/98 00
7027238 05 08/01/98 0
7027238 O 07/01/28
0
1789362 225/225 F 293,000.00 ZZ
360 292,787.93 1
1633 TRESTLE GLEN ROAD 7.625 2,073.84 78
7.375 2,073.84 377,000.00
OAKLAND CA 94610 2 07/09/98 00
7037928 05 09/01/98 0
7037928 O 08/01/28
0
1789367 E22/G01 F 86,050.00 ZZ
360 86,050.00 1
1190 ELM STREET 7.625 609.06 79
7.375 609.06 109,000.00
JUNCTION CITY OR 97448 2 08/04/98 00
0410941272 05 10/01/98 0
410941272 O 09/01/28
0
1789398 225/225 F 304,000.00 ZZ
360 303,524.26 1
1
2752 EAST 3025 NORTH 7.250 2,073.82 80
7.000 2,073.82 380,000.00
LAYTON UT 84040 4 06/15/98 00
7029325 05 08/01/98 0
7029325 O 07/01/28
0
1789428 225/225 F 369,000.00 ZZ
360 366,965.86 1
555 27TH STREET 7.500 2,580.11 76
#1 7.250 2,580.11 490,000.00
SAN FRANCISCO CA 94131 2 01/12/98 00
8070744 01 03/01/98 0
8070744 O 02/01/28
0
1789432 B91/G01 F 649,950.00 ZZ
360 649,950.00 1
2 JENCOURT 7.375 4,489.05 38
7.125 4,489.05 1,750,000.00
LAGUNA NIGUEL CA 92677 2 08/06/98 00
0430993204 03 10/01/98 0
1000011738 O 09/01/28
0
1789442 225/225 F 315,000.00 ZZ
360 314,530.98 1
33 HORSESHOE DRIVE 7.500 2,202.53 80
7.250 2,202.53 398,200.00
HILLSBOROUGH NJ 08502 1 06/17/98 00
2823138 05 08/01/98 0
2823138 O 07/01/28
0
1789443 225/225 F 300,000.00 ZZ
360 299,530.53 1
3 GIDEON REYNOLDS ROAD 7.250 2,046.53 43
7.000 2,046.53 700,000.00
CROSS RIVER NY 10518 1 06/30/98 00
8724338 05 08/01/98 0
8724338 O 07/01/28
0
1789444 225/225 F 275,000.00 T
360 274,800.96 1
153 78TH STREET 7.625 1,946.44 64
7.375 1,946.44 432,500.00
AVALON NJ 08202 1 07/11/98 00
7036851 05 09/01/98 0
1
7036851 O 08/01/28
0
1789447 225/225 F 325,350.00 ZZ
360 325,096.19 1
31821 EAST NINE DRIVE 7.250 2,219.47 61
7.000 2,219.47 539,000.00
LAGUNA NIGUEL CA 92677 2 07/08/98 00
7034359 03 09/01/98 0
7034359 O 08/01/28
0
1789456 225/225 F 440,000.00 ZZ
360 438,989.41 1
123 TURNBERRY DRIVE 7.375 3,038.97 74
7.125 3,038.97 595,000.00
KIAWAH ISLAND SC 29455 1 05/15/98 00
8724011 03 07/01/98 0
8724011 O 06/01/28
0
1789459 E22/G01 F 111,000.00 ZZ
360 110,913.41 1
206 ROLLINGWOOD 7.250 757.22 95
7.000 757.22 117,000.00
LEXINGTON SC 29072 2 07/31/98 04
0410986871 05 09/01/98 30
410986871 O 08/01/28
0
1789460 225/225 F 351,000.00 T
360 350,312.42 1
56 EAST 22ND STREET 7.500 2,454.25 78
7.250 2,454.25 450,000.00
AVALON NJ 08202 2 06/15/98 00
7027755 05 08/01/98 0
7027755 O 07/01/28
0
1789461 225/225 F 304,915.00 ZZ
360 304,682.98 1
7758 SALIX PLACE 7.375 2,105.98 80
7.125 2,105.98 385,000.00
SAN DIEGO CA 92129 2 06/19/98 00
70338823 05 09/01/98 0
70338823 O 08/01/28
0
1
1789466 225/225 F 227,500.00 ZZ
360 227,339.43 1
6036 ALTA MIRA LANE 7.750 1,629.84 70
7.500 1,629.84 325,000.00
SAN LUIS OBISPO CA 93401 2 07/01/98 00
7033932 05 09/01/98 0
7033932 O 08/01/28
0
1789471 225/225 F 296,900.00 ZZ
360 296,685.11 1
162 BROOKSIDE AVENUE 7.625 2,101.44 90
7.375 2,101.44 329,900.00
RIVER VALE NJ 07675 1 07/10/98 14
7029065 05 09/01/98 25
7029065 O 08/01/28
0
1789483 225/225 F 286,000.00 ZZ
360 285,574.17 1
1 COBBLESTONE LANE 7.500 1,999.75 80
7.250 1,999.75 357,500.00
WASHINGTON TOWN NJ 07853 1 06/25/98 00
8155148 05 08/01/98 0
8155148 O 07/01/28
0
1789485 225/225 F 268,000.00 ZZ
360 267,600.98 1
49 TRUMAN DRIVE 7.500 1,873.89 85
7.250 1,873.89 318,000.00
MARLBORO NJ 07746 1 06/29/98 11
8154325 05 08/01/98 12
8154325 O 07/01/28
0
1789490 225/225 F 253,000.00 ZZ
360 252,623.29 1
2510 MANCHESTER AVENUE 7.500 1,769.02 75
7.250 1,769.02 340,000.00
CARDIFF CA 92007 2 06/22/98 00
7032560 05 08/01/98 0
7032560 O 07/01/28
0
1789491 225/225 F 260,000.00 ZZ
360 259,603.10 1
8 ASHLEY AVE 7.375 1,795.76 79
7.125 1,795.76 330,000.00
1
CHARLESTON SC 29401 1 06/22/98 00
8726800 05 08/01/98 0
8726800 O 07/01/28
0
1789492 225/225 F 258,500.00 ZZ
360 258,074.98 1
8 CUMBERLAND AVENUE 7.000 1,719.81 80
6.750 1,719.81 327,000.00
TOTOWA TOWNSHIP NJ 07512 2 06/11/98 00
8154460 05 08/01/98 0
8154460 O 07/01/28
0
1789494 225/225 F 263,000.00 ZZ
360 262,598.51 1
3916 234TH PLACE 7.375 1,816.48 80
7.125 1,816.48 330,000.00
TORRANCE CA 90505 5 06/11/98 00
7030459 05 08/01/98 0
7030459 O 07/01/28
0
1789499 J95/J95 F 438,000.00 ZZ
360 437,297.40 1
3885 MIRROR ROAD WAY 7.125 2,950.89 69
6.875 2,950.89 635,000.00
EUGENE OR 97408 2 06/25/98 00
0016041907 05 08/01/98 0
0016041907 O 07/01/28
0
1789500 225/225 F 300,000.00 ZZ
360 299,741.71 1
17 DOREMUS DRIVE 6.750 1,945.79 48
6.500 1,945.79 625,000.00
MONTVILLE TWP NJ 07082 1 07/08/98 00
8154418 05 09/01/98 0
8154418 O 08/01/28
0
1789502 225/225 F 253,000.00 T
360 252,807.49 1
50 CAMINO DIMITRIO 7.375 1,747.41 72
7.125 1,747.41 355,000.00
SANTA FE NM 87505 2 07/02/98 00
7038044 03 09/01/98 0
7038044 O 08/01/28
0
1
1789503 J95/J95 F 334,800.00 ZZ
360 334,235.84 1
8051 PRICHARDS COURT 6.875 2,199.40 80
6.625 2,199.40 418,525.00
DUNN LORING VA 22027 1 06/30/98 00
9321563 05 08/01/98 0
9321563 O 07/01/28
0
1789507 225/225 F 286,400.00 ZZ
360 285,951.79 1
9 WOODSORREL LANE 7.250 1,953.76 80
7.000 1,953.76 358,000.00
EAST NORTHPORT NY 11731 1 06/26/98 00
7034590 05 08/01/98 0
7034590 O 07/01/28
0
1789514 225/225 F 327,200.00 ZZ
360 326,687.96 1
2417 HARTLEPOOL LANE 7.250 2,232.08 80
7.000 2,232.08 409,000.00
MIDLOTHIAN VA 23113 1 06/30/98 00
8726046 03 08/01/98 0
8726046 O 07/01/28
0
1789515 225/225 F 350,000.00 ZZ
360 349,705.73 1
92 SUTTON ROAD 6.875 2,299.25 57
6.625 2,299.25 620,000.00
CALIFON NJ 07830 1 07/09/98 00
8908718 05 09/01/98 0
8908718 O 08/01/28
0
1789520 225/225 F 500,000.00 ZZ
360 499,255.54 1
1405 KYNETON ROAD 7.500 3,496.07 40
7.250 3,496.07 1,275,000.00
VILLANOVA PA 19085 1 06/12/98 00
8726069 05 08/01/98 0
8726069 O 07/01/28
0
1789521 225/225 F 253,000.00 ZZ
360 252,604.07 1
1
15295 SADDLEBACK ROAD 7.250 1,725.91 42
7.000 1,725.91 602,380.00
CANYON COUNTRY CA 91351 2 06/23/98 00
7036676 05 08/01/98 0
7036676 O 07/01/28
0
1789525 225/225 F 291,000.00 ZZ
360 290,544.60 1
575 BAUMANN COURT 7.250 1,985.14 52
7.000 1,985.14 570,000.00
MORGAN HILL CA 95037 2 06/19/98 00
7032986 05 08/01/98 0
7032986 O 07/01/28
0
1789526 225/225 F 270,000.00 ZZ
360 269,587.84 1
431 SOUTH BISHOPS STREET 7.375 1,864.82 80
7.125 1,864.82 338,500.00
KAYSVILLE UT 84037 2 06/26/98 00
7038285 05 08/01/98 0
7038285 O 07/01/28
0
1789532 225/225 F 250,000.00 ZZ
360 249,809.69 1
130 SPRING ISLAND DRIVE 7.375 1,726.69 36
7.125 1,726.69 713,554.00
HILTON HEAD SC 29910 4 07/09/98 00
8650462 03 09/01/98 0
8650462 O 08/01/28
0
1789534 225/225 F 337,500.00 ZZ
360 336,936.45 1
40 OLD CHESTER ROAD 7.625 2,388.80 90
7.375 2,388.80 375,000.00
GLADSTONE NJ 08858 1 06/29/98 04
8154668 05 08/01/98 25
8154668 O 07/01/28
0
1789537 225/225 F 300,000.00 ZZ
360 299,518.76 1
27 CONVENTRY ROAD 7.125 2,021.16 55
6.875 2,021.16 550,000.00
MENDHAM BOROUGH NJ 07945 1 06/29/98 00
8725165 05 08/01/98 0
1
8725165 O 07/01/28
0
1789538 225/225 F 525,000.00 ZZ
360 524,629.46 1
403 CROCUS HILL 7.750 3,761.16 70
7.500 3,761.16 750,000.00
NORWOOD NJ 07648 2 07/06/98 00
8154476 01 09/01/98 0
8154476 O 08/01/28
0
1789547 225/225 F 262,650.00 ZZ
360 262,258.92 1
95 OLD BRIARCLIFF ROAD 7.500 1,836.49 75
7.250 1,836.49 350,200.00
BRIARCLIFF MANO NY 10510 1 06/15/98 00
8725775 05 08/01/98 0
8725775 O 07/01/28
0
1789559 964/G01 F 273,600.00 ZZ
360 273,396.95 1
5406 VISTA SIERRA 7.500 1,913.05 80
7.250 1,913.05 342,000.00
CYPRESS CA 90630 2 07/30/98 00
0430972026 05 09/01/98 0
39011 O 08/01/28
0
1789560 225/225 F 365,000.00 ZZ
360 364,729.11 1
26974 PACIFIC TERRACE DRIVE 7.500 2,552.14 83
7.250 2,552.14 445,000.00
MISSION VIEJO CA 92692 2 07/10/98 04
7041758 03 09/01/98 12
7041758 O 08/01/28
0
1789572 225/225 F 228,000.00 ZZ
360 227,822.13 1
7078 LAZY RIVER WAY 7.250 1,555.37 95
7.000 1,555.37 240,000.00
SACRAMENTO CA 95831 2 07/06/98 11
7038270 05 09/01/98 30
7038270 O 08/01/28
0
1
1789573 225/225 F 417,500.00 ZZ
360 416,923.46 1
31505 PASEO CHRISTINA 7.875 3,027.17 78
7.625 3,027.17 540,000.00
SAN JUAN CAPIST CA 92675 2 06/19/98 00
7031979 03 08/01/98 0
7031979 O 07/01/28
0
1789574 964/G01 F 265,000.00 ZZ
360 265,000.00 1
28548 ORANGE AVENUE 7.375 1,830.29 75
7.125 1,830.29 355,000.00
ESCALON CA 95320 2 08/03/98 00
0430970764 05 10/01/98 0
38341 O 09/01/28
0
1789576 964/G01 F 450,000.00 ZZ
360 450,000.00 1
6532 LOCKLENNA LANE 7.000 2,993.86 75
6.750 2,993.86 600,000.00
RANCHO PALOS VE CA 90275 5 07/30/98 00
0430970723 05 10/01/98 0
39187 O 09/01/28
0
1789577 685/G01 F 288,750.00 ZZ
360 288,750.00 1
34 KINGFISHER COURT 7.500 2,018.98 75
7.250 2,018.98 385,000.00
COTO DE CAZA AR CA 92679 5 08/05/98 00
0430984062 03 10/01/98 0
114542 O 09/01/28
0
1789579 225/225 F 425,000.00 ZZ
360 424,283.85 1
5 CROSS WAY 6.875 2,791.95 74
6.625 2,791.95 581,000.00
MENDHAM TOWNSHI NJ 07945 1 06/26/98 00
8154776 05 08/01/98 0
8154776 O 07/01/28
0
1789581 225/225 F 500,000.00 ZZ
360 499,255.54 1
6 SPRING HILL LANE 7.500 3,496.07 64
7.250 3,496.07 790,000.00
1
MORRIS TOWNSHIP NJ 07960 2 06/08/98 00
8726330 05 08/01/98 0
8726330 O 07/01/28
0
1789583 637/G01 F 480,000.00 ZZ
360 479,625.55 1
13675 ROSSMERE COURT 7.250 3,274.45 54
7.000 3,274.45 900,000.00
SARATOGA CA 95070 5 07/07/98 00
0430983650 05 09/01/98 0
0010926558 O 08/01/28
0
1789584 637/G01 F 450,000.00 ZZ
360 449,648.95 1
32 ELDER DRIVE 7.250 3,069.80 65
7.000 3,069.80 700,000.00
BELMONT CA 94002 5 07/08/98 00
0430980987 05 09/01/98 0
0010926582 O 08/01/28
0
1789608 J95/J95 F 268,900.00 ZZ
360 268,690.22 1
401 ORCHARD STREET NW 7.250 1,834.38 77
7.000 1,834.38 350,000.00
VIENNA VA 22180 2 07/10/98 00
9440322 05 09/01/98 0
9440322 O 08/01/28
0
1789619 225/225 F 251,000.00 ZZ
360 250,616.85 1
15481 VASSAR STREET 7.375 1,733.59 77
7.125 1,733.59 330,000.00
WESTMINSTER CA 92683 2 06/12/98 00
7032434 05 08/01/98 0
7032434 O 07/01/28
0
1789623 225/225 F 232,000.00 ZZ
360 231,814.47 1
2 ESPOSITO LANE 7.125 1,563.03 80
6.875 1,563.03 290,000.00
RARITAN NJ 08869 1 07/15/98 00
8153024 05 09/01/98 0
8153024 O 08/01/28
0
1
1789627 637/G01 F 264,050.00 ZZ
360 263,849.08 1
5220 CALLE LUARDA 7.375 1,823.73 70
7.125 1,823.73 380,000.00
SANTA BARBARA CA 93111 2 07/07/98 00
0430992065 05 09/01/98 0
0011187317 O 08/01/28
0
1789628 E82/G01 F 263,500.00 ZZ
360 263,500.00 1
8912 BRONSON DRIVE 7.500 1,842.43 80
7.250 1,842.43 333,000.00
GRANITE BAY CA 95746 2 08/12/98 00
0400127528 05 10/01/98 0
400127528 O 09/01/28
0
1789636 225/225 F 244,625.00 ZZ
360 244,452.34 1
10 COOK LANE 7.750 1,752.53 95
7.500 1,752.53 257,500.00
VERONA NJ 07044 1 07/16/98 11
7037534 05 09/01/98 30
7037534 O 08/01/28
0
1789641 225/225 F 425,000.00 ZZ
360 422,139.05 1
1241 CANYON RIM CIRCLE 7.500 2,971.67 39
7.250 2,971.67 1,100,000.00
WESTLAKE VILLAG CA 91362 2 06/03/98 00
7025042 05 08/01/98 0
7025042 O 07/01/28
0
1789648 225/225 F 450,000.00 T
360 446,961.73 1
555 OLD SAG HARBOR ROAD 7.500 3,146.47 65
7.250 3,146.47 697,500.00
BRIDGEHAMPTON NY 11932 1 06/16/98 00
8153307 05 08/01/98 0
8153307 O 07/01/28
0
1789649 225/225 F 316,000.00 ZZ
360 314,199.20 1
1
22465 RIDGEBROOK 7.125 2,128.96 75
6.875 2,128.96 425,000.00
MISSION VIEJO CA 92692 5 01/24/98 00
8090117 05 03/01/98 0
8090117 O 02/01/28
0
1789652 J95/J95 F 581,000.00 ZZ
360 580,568.81 1
6545 GREEN SHADOWS LANE 7.500 4,062.44 70
7.250 4,062.44 830,000.00
MEMPHIS TN 38119 5 07/02/98 00
0150596773 05 09/01/98 0
0150596773 O 08/01/28
0
1789657 225/225 F 349,000.00 ZZ
360 348,753.68 1
27 CHENILE 7.750 2,500.28 76
7.500 2,500.28 460,000.00
IRVINE CA 92614 2 07/15/98 00
7042677 03 09/01/98 0
7042677 O 08/01/28
0
1789662 225/225 F 270,000.00 T
360 269,804.58 2
3428 WESLEY AVENUE UNIT 1 7.625 1,911.05 80
7.375 1,911.05 340,000.00
OCEAN CITY NJ 08826 1 07/01/98 00
7031166 01 09/01/98 0
7031166 O 08/01/28
0
1789663 225/225 F 467,200.00 ZZ
360 466,486.82 1
2101 COUNTRY VIEW LANE 7.375 3,226.83 80
7.125 3,226.83 584,282.00
LANSDALE PA 19446 1 06/26/98 00
8397204 05 08/01/98 0
8397204 O 07/01/28
0
1789681 225/225 F 500,000.00 ZZ
360 498,851.59 1
4 HUNTING LANE 7.375 3,453.38 51
7.125 3,453.38 995,000.00
OLD WESTBURY NY 11568 1 05/19/98 00
8153580 05 07/01/98 0
1
8153580 O 06/01/28
0
1789693 E82/G01 F 346,000.00 ZZ
360 346,000.00 1
3216 LAKEPORT COURT 7.000 2,301.95 76
6.750 2,301.95 460,000.00
SAN JOSE CA 95148 2 08/11/98 00
0400136479 05 10/01/98 0
400136479 O 09/01/28
0
1789699 731/G01 F 179,000.00 ZZ
360 179,000.00 1
27231 EASTRIDGE DRIVE 7.500 1,251.59 78
7.250 1,251.59 230,000.00
LAKE FOREST CA 92630 2 08/05/98 00
0430982991 03 10/01/98 0
411511882 O 09/01/28
0
1789707 637/G01 F 362,400.00 ZZ
360 362,124.24 1
1080 CATON DRIVE 7.375 2,503.01 80
7.125 2,503.01 453,000.00
VIRGINIA BEACH VA 23454 1 07/13/98 00
0430991885 05 09/01/98 0
0011227659 O 08/01/28
0
1789720 225/225 F 400,000.00 ZZ
360 399,419.16 1
88 JACKSON DRIVE 7.625 2,831.17 42
7.375 2,831.17 975,000.00
CRESSKILL BOROU NJ 07626 2 06/11/98 00
8154427 05 08/01/98 0
8154427 O 07/01/28
0
1789728 225/225 F 326,000.00 ZZ
360 325,538.33 1
7020 EAST LA CUMBRE 7.750 2,335.51 80
7.500 2,335.51 412,000.00
ORANGE CA 92669 2 06/25/98 00
7033887 03 08/01/98 0
7033887 O 07/01/28
0
1
1789737 225/225 F 320,000.00 ZZ
360 319,248.07 1
50 EAST ARTHUR AVENUE 7.250 2,182.97 85
7.000 2,182.97 380,000.00
ARCADIA CA 91006 2 06/16/98 11
7032615 05 08/01/98 12
7032615 O 07/01/28
0
1789742 225/225 F 399,500.00 T
360 397,922.84 1
24 OCEAN GREEN DRIVE 7.250 2,725.29 85
7.000 2,725.29 470,000.00
KIAWAH ISLAND SC 29455 1 03/05/98 14
8392855 03 05/01/98 35
8392855 O 04/01/28
0
1789747 225/225 F 370,000.00 ZZ
360 369,449.10 1
96 BLACKBURN ROAD 7.500 2,587.09 52
7.250 2,587.09 720,000.00
BERNARDS TOWNSH NJ 07920 1 06/26/98 00
8154656 05 08/01/98 0
8154656 O 07/01/28
0
1789767 356/G01 F 248,000.00 ZZ
360 247,811.29 1
2408 TAPESTRY WAY 7.375 1,712.88 65
7.125 1,712.88 385,000.00
PLEASANTON CA 94566 2 07/21/98 00
0430974576 05 09/01/98 0
2546661 O 08/01/28
0
1789772 225/225 F 400,000.00 ZZ
360 399,404.42 1
117 LEWIS LANE 7.500 2,796.86 80
7.250 2,796.86 500,000.00
FAIR HAVEN NJ 07704 1 06/15/98 00
8725794 05 08/01/98 0
8725794 O 07/01/28
0
1789776 225/225 F 270,000.00 ZZ
360 269,566.87 1
8 MITCHELL COURT 7.125 1,819.05 78
6.875 1,819.05 350,000.00
1
MARLBORO NJ 07746 2 06/29/98 00
7027243 05 08/01/98 0
7027243 O 07/01/28
0
1789781 637/G01 F 405,000.00 ZZ
360 404,699.43 1
10555 WILLOW VALLEY ROAD 7.500 2,831.82 70
7.250 2,831.82 585,000.00
NEVADA CITY CA 95959 4 07/02/98 00
0430984021 05 09/01/98 0
0011031622 O 08/01/28
0
1789790 E23/G01 F 122,500.00 ZZ
360 122,500.00 1
44645 SAN BENITO CIRCLE 7.875 888.21 95
7.625 888.21 129,000.00
PALM DESERT CA 92260 2 08/03/98 01
0430993600 05 10/01/98 30
50503832 O 09/01/28
0
1789793 815/G01 F 500,000.00 ZZ
360 499,609.94 1
36 LITTLE RAM ISLAND DRIVE 7.250 3,410.89 77
7.000 3,410.89 650,000.00
SHELTER ISLAND NY 11964 1 07/31/98 00
0430976159 05 09/01/98 0
84389 O 08/01/28
0
1789795 637/G01 F 239,500.00 ZZ
360 239,322.26 1
1508 VALLEJO DRIVE 7.500 1,674.62 68
7.250 1,674.62 355,000.00
SAN JOSE CA 95130 2 07/01/98 00
0430990267 05 09/01/98 0
0010926798 O 08/01/28
0
1789797 225/225 F 260,000.00 ZZ
360 259,281.41 1
3 ALBEMARLE PLACE 7.250 1,773.66 61
7.000 1,773.66 430,000.00
HILTON HEAD ISL SC 29928 2 07/07/98 00
8651031 03 08/01/98 0
8651031 O 07/01/28
0
1
1789805 225/225 F 620,000.00 ZZ
360 619,029.76 1
310 PASSAIC AVENUE 7.250 4,229.49 80
7.000 4,229.49 775,000.00
SPRING LAKE NJ 08762 1 06/18/98 00
8907725 05 08/01/98 0
8907725 O 07/01/28
0
1789809 225/225 F 239,000.00 ZZ
360 238,625.97 1
1014 EAST THIRD AVENUE 7.250 1,630.41 67
7.000 1,630.41 360,000.00
SALT LAKE CITY UT 84103 2 06/25/98 00
7034611 05 08/01/98 0
7034611 O 07/01/28
0
1789810 B60/G01 F 415,000.00 ZZ
360 414,699.63 1
30856 BELLE MAISON 7.625 2,937.35 75
7.375 2,937.35 555,000.00
LAGUNA NIGUEL CA 92677 2 07/24/98 00
0430985275 03 09/01/98 0
253888 O 08/01/28
0
1789820 K16/G01 F 390,000.00 ZZ
360 390,000.00 1
6482 CAMELIA DRIVE 7.125 2,627.50 73
6.875 2,627.50 535,000.00
SAN JOSE CA 95120 5 08/24/98 00
0430998021 05 10/01/98 0
1789820 O 09/01/28
0
1789824 225/225 F 319,200.00 ZZ
360 318,736.47 1
270 RIDINGS WAY 7.625 2,259.28 80
7.375 2,259.28 399,000.00
AMBLER PA 19002 1 06/30/98 00
6101130 05 08/01/98 0
6101130 O 07/01/28
0
1789836 685/G01 F 360,000.00 ZZ
360 360,000.00 1
1
16 GOLDENROD 7.125 2,425.39 80
6.875 2,425.39 450,000.00
IRVINE CA 92614 5 08/07/98 00
0430976712 03 10/01/98 0
114528 O 09/01/28
0
1789873 815/G01 F 400,000.00 ZZ
360 400,000.00 1
10 MEUDON DRIVE 7.250 2,728.71 58
7.000 2,728.71 700,000.00
LOCUST VALLEY NY 11560 1 08/05/98 00
0430975425 05 10/01/98 0
40524 O 09/01/28
0
1789875 815/G01 F 450,000.00 ZZ
360 450,000.00 1
23 WEST MALL DRIVE 7.375 3,108.04 78
7.125 3,108.04 580,000.00
HUNTINGTON NY 11743 1 08/06/98 00
0430975714 05 10/01/98 0
40626 O 09/01/28
0
1789878 225/225 F 291,100.00 ZZ
360 290,431.38 1
53 LINDEN DRIVE 7.375 2,010.56 80
7.125 2,010.56 363,900.00
FAIR HAVEN NJ 07704 1 05/21/98 00
8145295 05 07/01/98 0
8145295 O 06/01/28
0
1789884 369/G01 F 235,600.00 ZZ
360 235,274.65 1
146 STEELE WAY 7.875 1,708.27 95
7.625 1,708.27 248,000.00
TOWNSHIP OF LOW PA 19006 1 06/26/98 10
0430981241 05 08/01/98 30
0061606737 O 07/01/28
0
1789891 225/225 F 608,000.00 ZZ
360 603,843.46 1
570 SOUTH PERALTA HILLS DRIVE 7.250 4,147.64 80
7.000 4,147.64 760,000.00
ANAHEIM CA 92807 2 06/18/98 00
7033033 05 08/01/98 0
1
7033033 O 07/01/28
0
1789908 E82/G01 F 650,000.00 ZZ
360 650,000.00 1
604 RIDGE ROAD 7.250 4,434.14 35
7.000 4,434.14 1,900,000.00
TIBURON CA 94920 2 08/04/98 00
0400134086 05 10/01/98 0
0400134086 O 09/01/28
0
1789924 227/G01 F 197,600.00 ZZ
360 197,433.98 1
2824 WEST GEORGE MASON ROAD 6.875 1,298.10 80
6.625 1,298.10 247,000.00
FALLS CHURCH VA 22042 1 07/31/98 00
0430996025 05 09/01/98 0
1766639 O 08/01/28
0
1789925 E22/G01 F 345,000.00 ZZ
360 345,000.00 1
5661 CROW LANE 7.750 2,471.62 74
7.500 2,471.62 470,000.00
SAN JOSE CA 95123 2 08/06/98 00
0410969844 05 10/01/98 0
410969844 O 09/01/28
0
1789927 E22/G01 F 220,000.00 ZZ
360 220,000.00 1
5014 PAGE MILL DRIVE 7.250 1,500.79 80
7.000 1,500.79 275,000.00
SAN JOSE CA 95111 2 08/06/98 00
0410994073 05 10/01/98 0
410994073 O 09/01/28
0
1789938 E22/G01 F 65,000.00 ZZ
360 65,000.00 1
3716 DOZIER AVENUE 7.500 454.49 55
7.250 454.49 120,000.00
LOS ANGELES CA 90063 5 08/04/98 00
0410954952 05 10/01/98 0
410954952 O 09/01/28
0
1
1789952 K21/G01 F 270,000.00 ZZ
360 270,000.00 1
5 SPRINGWOOD 7.125 1,819.04 80
6.875 1,819.04 338,000.00
IRVINE CA 92604 2 08/20/98 00
0431000603 01 10/01/98 0
989983 O 09/01/28
0
1790005 F28/G01 F 350,000.00 ZZ
360 346,513.41 1
1 GREENLEAF STREET 7.375 2,417.36 49
7.125 2,417.36 725,000.00
RYE NY 10580 1 08/29/97 00
0430978817 05 10/01/97 0
3357187 O 09/01/27
0
1790009 F28/G01 F 350,000.00 ZZ
360 348,222.49 1
84 WILLOW AV 7.750 2,507.45 52
7.500 2,507.45 680,000.00
PEAPACK-GLADSTO NJ 07977 1 05/01/98 00
0430978932 05 07/01/98 0
3731942 O 06/01/28
0
1790012 F28/G01 F 334,500.00 ZZ
240 332,676.40 1
2689 HILLSMAN STREET 7.500 2,694.71 78
7.250 2,694.71 432,600.00
FALLS CHURCH VA 22043 2 05/15/98 00
0430978874 03 07/01/98 0
3786021 O 06/01/18
0
1790016 F28/G01 F 252,500.00 ZZ
240 251,144.29 1
50 CAMELOT DRIVE 7.625 2,053.47 90
7.375 2,053.47 283,000.00
FARMINGDALE NJ 07727 2 05/13/98 04
0430978320 05 07/01/98 25
3821182 O 06/01/18
0
1790020 F28/G01 F 322,800.00 ZZ
360 322,247.01 1
7919 LARKSPPUR LANE 7.500 2,257.07 78
7.250 2,257.07 415,500.00
1
RUSSELL TWP OH 44022 1 06/24/98 00
0430982801 05 08/01/98 0
3826290 O 07/01/28
0
1790024 F28/G01 F 259,150.00 ZZ
360 258,773.67 1
6922 KEENELAND WAY 7.625 1,834.25 95
7.375 1,834.25 272,830.00
MASON OH 45040 1 06/26/98 10
0430971424 03 08/01/98 30
3835331 O 07/01/28
0
1790026 F28/G01 F 283,000.00 ZZ
360 282,546.04 1
7647 HEATHERWOOD LN 7.125 1,906.62 80
6.875 1,906.62 353,842.00
DUBLIN OH 43017 1 06/24/98 00
0430977652 05 08/01/98 0
3835663 O 07/01/28
0
1790029 F28/G01 F 281,250.00 ZZ
360 280,809.87 1
3745 COL VANDERHORST 7.250 1,918.62 90
7.000 1,918.62 312,500.00
MT PLEASANT SC 29464 1 06/19/98 04
0430974477 03 08/01/98 25
3843341 O 07/01/28
0
1790038 F28/G01 F 346,000.00 ZZ
360 345,749.57 1
1616-1618 SW LAUREL STREET 7.625 2,448.97 79
7.375 2,448.97 440,000.00
PORTLAND OR 97201 2 07/24/98 00
0430979872 05 09/01/98 0
3857477 O 08/01/28
0
1790051 F28/G01 F 439,200.00 ZZ
360 438,848.78 1
7061 SW BENHAM CT 7.125 2,958.97 80
6.875 2,958.97 549,000.00
PORTLAND OR 97225 1 07/06/98 00
0430977660 03 09/01/98 0
3869413 O 08/01/28
0
1
1790062 F28/G01 F 272,900.00 ZZ
240 269,790.92 1
626 LAUREL RIDGE COURT 7.500 2,198.46 74
7.250 2,198.46 373,000.00
GAHANNA OH 43230 2 06/26/98 00
0430978775 05 09/01/98 0
3876343 O 08/01/18
0
1790068 F28/G01 F 304,000.00 ZZ
360 303,547.37 1
6370 BURTON CIRCLE 7.500 2,125.61 80
7.250 2,125.61 380,000.00
FALLS CHURCH VA 22041 1 06/30/98 00
0430974758 03 08/01/98 0
3884147 O 07/01/28
0
1790075 F28/G01 F 246,000.00 ZZ
360 245,633.72 1
33 WESTWOOD CLOSE 7.500 1,720.07 80
7.250 1,720.07 307,500.00
IRVINGTON NY 10533 1 06/24/98 00
0430971853 01 08/01/98 0
3888472 O 07/01/28
0
1790078 F28/G01 F 315,000.00 ZZ
360 314,754.27 1
7640 OVERLOOK HILLS LN 7.250 2,148.86 75
7.000 2,148.86 421,223.00
CINCINNATI OH 45244 1 07/15/98 00
0430971739 03 09/01/98 0
3891573 O 08/01/28
0
1790086 F28/G01 F 254,000.00 ZZ
360 253,791.80 1
1348 OLD BRICKYARD RD 7.000 1,689.87 73
6.750 1,689.87 350,000.00
MT PLEASANT SC 29464 2 07/15/98 00
0430978064 03 09/01/98 0
3900448 O 08/01/28
0
1790092 F28/G01 F 540,000.00 ZZ
360 539,578.75 1
1
10 TRINITY PLACE 7.250 3,683.75 60
7.000 3,683.75 900,000.00
WARREN NJ 07059 2 07/14/98 00
0430975003 05 09/01/98 0
3902099 O 08/01/28
0
1790094 F28/G01 F 500,000.00 ZZ
360 499,236.74 1
10 ALDBURY DRIVE 7.375 3,453.38 80
7.125 3,453.38 630,000.00
UPPER SADDLE RI NJ 07458 1 06/30/98 00
0430977876 05 08/01/98 0
3905316 O 07/01/28
0
1790097 F28/G01 F 299,200.00 ZZ
360 298,731.79 1
89 HILLSIDE AVENUE 7.250 2,041.07 80
7.000 2,041.07 374,000.00
GLEN RIDGE NJ 07028 1 07/01/98 00
0430978890 05 08/01/98 0
3908021 O 07/01/28
0
1790102 F28/G01 F 338,400.00 ZZ
360 338,108.64 1
3095 CHIPNOWAK COURT 6.750 2,194.86 80
6.500 2,194.86 423,000.00
OAKTON VA 22124 1 07/28/98 00
0430979641 05 09/01/98 0
3913235 O 08/01/28
0
1790115 F28/G01 F 277,200.00 ZZ
360 276,721.34 1
640 W SHORE TRAIL 6.750 1,797.91 80
6.500 1,797.91 346,500.00
SPARTA NJ 07871 1 07/01/98 00
0430977926 03 08/01/98 0
3918228 O 07/01/28
0
1790116 F28/G01 F 375,000.00 ZZ
360 374,427.54 1
1910 BUENA VISTA RD 7.375 2,590.04 72
7.125 2,590.04 524,000.00
WINSTON SALEM NC 27104 1 06/30/98 00
0430978379 05 08/01/98 0
1
3918905 O 07/01/28
0
1790118 F28/G01 F 328,000.00 ZZ
360 327,731.14 1
16215 SOUTHWEST PIPIT COURT 7.000 2,182.19 80
6.750 2,182.19 410,000.00
BEAVERTON OR 97007 1 07/06/98 00
0430974279 03 09/01/98 0
3919440 O 08/01/28
0
1790123 F28/G01 F 263,000.00 ZZ
360 262,784.42 1
11945 HAWKSBEARD COURT 7.000 1,749.75 66
6.750 1,749.75 400,000.00
OAKTON VA 22124 2 07/23/98 00
0430978957 05 09/01/98 0
3921048 O 08/01/28
0
1790133 F28/G01 F 299,000.00 ZZ
360 298,532.09 1
584 TOWNCREST DR 7.250 2,039.71 79
7.000 2,039.71 382,500.00
BEAVERCREEK OH 45434 2 07/02/98 00
0430972646 05 08/01/98 0
3925555 O 07/01/28
0
1790134 F28/G01 F 260,000.00 ZZ
360 259,797.17 1
1900 HALL STREET 7.250 1,773.66 80
7.000 1,773.66 325,000.00
WEST LINN OR 97068 1 07/13/98 00
0430971168 05 09/01/98 0
3925753 O 08/01/28
0
1790135 F28/G01 F 289,600.00 ZZ
360 289,362.61 1
4 GLENRIDGE PARKWAY 7.000 1,926.72 80
6.750 1,926.72 362,000.00
MONTCLAIR NJ 07042 1 07/10/98 00
0430972091 05 09/01/98 0
3926355 O 08/01/28
0
1
1790183 F28/G01 F 240,000.00 ZZ
360 232,498.48 1
9365 HIDDEN LAKE DR 7.625 1,698.71 80
7.375 1,698.71 300,000.00
CHESTERLAND OH 44026 2 07/08/98 00
0430970509 05 09/01/98 0
3946609 O 08/01/28
0
1790212 F28/G01 F 300,000.00 ZZ
360 299,735.32 1
6600 24TH RD NORTH 6.625 1,920.93 62
6.375 1,920.93 485,000.00
ARLINGTON VA 22205 1 07/20/98 00
0430972554 03 09/01/98 0
3968629 O 08/01/28
0
1790218 F28/G01 F 260,000.00 ZZ
360 259,776.14 1
711 PILCHER CT 6.750 1,686.36 76
6.500 1,686.36 345,000.00
POWELL OH 43065 1 07/23/98 00
0430979153 05 09/01/98 0
3975822 O 08/01/28
0
1790236 F28/G01 F 388,700.00 ZZ
360 388,411.53 1
1888 HUNTERS RIDGE 7.500 2,717.85 67
7.250 2,717.85 585,000.00
BATAVIA OH 45103 2 07/23/98 00
0430972513 05 09/01/98 0
3994946 O 08/01/28
0
1790239 F28/G01 F 299,550.00 ZZ
360 299,298.33 1
6881 LEXINGTON PARK BLVD 6.875 1,967.84 95
6.625 1,967.84 315,362.00
MASON OH 45040 1 07/31/98 10
0430975094 03 09/01/98 30
4012415 O 08/01/28
0
1790242 E22/G01 F 160,000.00 ZZ
360 160,000.00 1
1013 LINDEN AVENUE 7.875 1,160.11 80
7.625 1,160.11 200,000.00
1
FAIRFIELD CA 94533 2 07/30/98 00
0410982581 05 10/01/98 0
410982581 O 09/01/28
0
1790246 E22/G01 F 189,000.00 ZZ
360 188,841.21 1
5419 THETFORD PLACE 6.875 1,241.60 70
6.625 1,241.60 270,000.00
ALEXANDREA VA 22310 1 08/04/98 00
0410981971 05 09/01/98 0
410981971 O 08/01/28
0
1790285 195/G01 F 350,000.00 ZZ
360 350,000.00 1
743 HANLEY AVENUE 7.250 2,387.62 36
7.000 2,387.62 975,000.00
LOS ANGELES CA 90049 2 08/06/98 00
0430979419 05 10/01/98 0
59285 O 09/01/28
0
1790290 562/562 F 861,250.00 ZZ
360 861,250.00 1
200 FEEKS LANE 7.375 5,948.44 65
7.125 5,948.44 1,325,000.00
MILL NECK NY 11765 1 08/12/98 00
566794 05 10/01/98 0
566794 O 09/01/28
0
1790292 562/G01 F 440,000.00 ZZ
360 440,000.00 1
34 GLENWOOD LANE 7.500 3,076.55 80
7.250 3,076.55 550,000.00
KATONAH NY 10536 1 08/14/98 00
0430979583 05 10/01/98 0
568931 O 09/01/28
0
1790308 E22/G01 F 119,250.00 ZZ
360 119,250.00 1
870 EAST 500 SOUTH 7.375 823.63 90
7.125 823.63 132,500.00
OREM UT 84097 1 08/12/98 04
0411009897 05 10/01/98 25
411009897 O 09/01/28
0
1
1790362 299/G01 F 314,500.00 ZZ
360 314,266.60 1
225 BRADBURY LANE 7.500 2,199.03 64
7.250 2,199.03 495,000.00
REDWOOD CITY CA 94061 2 07/02/98 00
0430984997 03 09/01/98 0
0000880150 O 08/01/28
0
1790367 299/G01 F 304,000.00 ZZ
360 303,779.97 1
101 PROMETHEAN WAY 7.625 2,151.70 72
7.375 2,151.70 425,000.00
MOUNTAIN VIEW CA 94043 5 07/07/98 00
0430984971 05 09/01/98 0
0000880154 O 08/01/28
0
1790369 299/G01 F 245,000.00 ZZ
360 244,635.20 1
30 WAMBOLD LANE 7.500 1,713.08 76
7.250 1,713.08 325,000.00
PETALUMA CA 94952 2 06/18/98 00
0430982215 05 08/01/98 0
0000871219 O 07/01/28
0
1790372 299/G01 F 312,900.00 ZZ
360 312,661.90 1
6253 VIA DE ADRIANNA 7.375 2,161.13 71
7.125 2,161.13 445,000.00
SAN JOSE CA 95120 2 07/14/98 00
0430982157 05 09/01/98 0
0000880149 O 08/01/28
0
1790375 299/G01 F 501,500.00 ZZ
360 501,127.81 1
21827 TERRACE DRIVE 7.500 3,506.57 79
7.250 3,506.57 640,000.00
CUPERTINO CA 95014 2 07/02/98 00
0430982165 05 09/01/98 0
0000880213 O 08/01/28
0
1790385 299/G01 F 279,450.00 ZZ
360 279,242.60 1
1
103 FAIRVIEW CIRCLE 7.500 1,953.96 80
7.250 1,953.96 349,330.00
VENETIA PA 15367 1 07/09/98 00
0430983494 05 09/01/98 0
981049 O 08/01/28
0
1790387 299/G01 F 500,000.00 ZZ
360 499,638.11 1
3001 GRAND CANAL 7.625 3,538.97 74
7.375 3,538.97 680,000.00
LOS ANGELES CA 90291 2 07/06/98 00
0430985465 05 09/01/98 0
863545 O 08/01/28
0
1790391 299/G01 F 300,000.00 ZZ
360 299,542.04 1
15109 SAN DOMINGO PLACE 7.375 2,072.03 68
7.125 2,072.03 445,000.00
BAKERSFIELD CA 93306 2 06/19/98 00
0430982223 03 08/01/98 0
989460 O 07/01/28
0
1790393 299/G01 F 492,000.00 ZZ
360 491,625.62 1
443 TILLER LANE 7.375 3,398.13 80
7.125 3,398.13 615,000.00
REDWOOD CITY CA 94065 2 07/08/98 00
0430982207 05 09/01/98 0
0000880149 O 08/01/28
0
1790401 299/G01 F 260,000.00 ZZ
360 259,807.04 1
2806 PONCE AVENUE 7.500 1,817.96 65
7.250 1,817.96 405,000.00
BELMONT CA 94002 2 07/08/98 00
0430985846 05 09/01/98 0
0000880145 O 08/01/28
0
1790412 299/G01 F 300,000.00 ZZ
360 299,782.86 1
1128 QUAIL RIDGE COURT 7.625 2,123.39 52
7.375 2,123.39 580,000.00
SAN JOSE CA 95120 2 07/07/98 00
0430980417 03 09/01/98 0
1
0000880127 O 08/01/28
0
1790415 299/G01 F 242,000.00 ZZ
360 241,663.05 1
228 CONRAD ROAD 8.250 1,818.07 80
8.000 1,818.07 302,500.00
ALBURTIS PA 18011 2 06/01/98 00
0430990838 05 07/01/98 0
99980067 O 06/01/28
0
1790416 299/G01 F 300,000.00 ZZ
360 299,771.72 1
559 W REMINGTON DRIVE 7.375 2,072.03 72
7.125 2,072.03 420,000.00
SUNNYVALE CA 94087 2 07/13/98 00
0430979377 05 09/01/98 0
0000880273 O 08/01/28
0
1790417 299/G01 F 325,000.00 ZZ
360 324,720.19 1
6812 EAST 118TH STREET SOUTH 6.750 2,107.94 66
6.500 2,107.94 495,000.00
BIXBY OK 74008 1 07/16/98 00
0430980474 05 09/01/98 0
885545 O 08/01/28
0
1790418 299/G01 F 288,000.00 ZZ
360 287,304.96 1
1504 BROAD RUN ROAD 7.125 1,940.31 80
6.875 1,940.31 360,000.00
LANDENBERG PA 19350 2 05/28/98 00
0430980318 03 07/01/98 0
0000864139 O 06/01/28
0
1790419 299/G01 F 412,000.00 ZZ
360 411,653.87 1
33821 VALLE ROAD 6.875 2,706.55 70
6.625 2,706.55 595,000.00
SAN JUAN CAPIST CA 92675 2 07/01/98 00
0430985044 05 09/01/98 0
878260 O 08/01/28
0
1
1790420 299/G01 F 394,000.00 ZZ
360 393,668.99 1
5640 KELLOGG DRIVE 6.875 2,588.30 66
6.625 2,588.30 600,000.00
YORBA LINDA CA 92886 2 07/07/98 00
0430979336 05 09/01/98 0
0000878571 O 08/01/28
0
1790422 299/G01 F 400,000.00 ZZ
360 399,680.12 1
5450 LIGURIAN DRIVE 7.125 2,694.88 68
6.875 2,694.88 595,000.00
SAN JOSE CA 95138 2 07/15/98 00
0430980342 03 09/01/98 0
880152 O 08/01/28
0
1790424 299/G01 F 284,000.00 ZZ
360 283,794.45 1
16515 WILDERNESS ROAD 7.625 2,010.13 64
7.375 2,010.13 450,000.00
POWAY CA 92064 2 07/08/98 00
0430980623 05 09/01/98 0
802724 O 08/01/28
0
1790426 299/G01 F 264,000.00 ZZ
360 263,778.20 1
939 PORTAL AVENUE 6.875 1,734.30 80
6.625 1,734.30 330,000.00
OAKLAND CA 94610 1 07/10/98 00
0430983247 05 09/01/98 0
880100 O 08/01/28
0
1790427 299/G01 F 535,000.00 ZZ
360 534,572.16 1
10500 MIRA VISTA AVENUE 7.125 3,604.40 59
6.875 3,604.40 920,000.00
CUPERTINO CA 95014 5 07/01/98 00
0430980375 05 09/01/98 0
0000880195 O 08/01/28
0
1790428 299/G01 F 350,000.00 ZZ
360 349,478.86 1
923 KULP ROAD 7.500 2,447.26 75
7.250 2,447.26 472,000.00
1
PERKIOMENVILLE PA 18074 5 06/23/98 00
0430983197 05 08/01/98 0
866793 O 07/01/28
0
1790432 299/G01 F 275,000.00 ZZ
360 274,600.66 1
3308 CAMINO CORONADO 7.625 1,946.43 70
7.375 1,946.43 395,000.00
CARLSBAD CA 92009 2 06/26/98 00
0430984922 03 08/01/98 0
878204 O 07/01/28
0
1790461 E22/G01 F 660,000.00 ZZ
360 659,522.31 1
7 EDGEWOOD ROAD 7.625 4,671.44 44
7.375 4,671.44 1,500,000.00
SUMMIT NJ 07901 2 07/27/98 00
0410925788 05 09/01/98 0
410925788 O 08/01/28
0
1790469 637/G01 F 327,000.00 ZZ
360 326,738.50 1
3106 LAMA AVENUE 7.125 2,203.06 79
6.875 2,203.06 415,000.00
LONG BEACH CA 90808 2 07/08/98 00
0430998997 05 09/01/98 0
0011194198 O 08/01/28
0
1790470 637/G01 F 310,000.00 ZZ
360 309,769.93 1
3620 VIREO AVENUE 7.500 2,167.57 57
7.250 2,167.57 550,000.00
SANTA CLARA CA 95051 2 07/06/98 00
0430992123 05 09/01/98 0
0010926863 O 08/01/28
0
1790478 889/G01 F 220,000.00 ZZ
360 220,000.00 1
5336 OXFORD DRIVE 7.375 1,519.49 67
7.125 1,519.49 332,000.00
CYPRESS CA 90630 2 08/03/98 00
0430993642 05 10/01/98 0
51003440 O 09/01/28
0
1
1790507 637/G01 F 445,000.00 ZZ
360 444,644.14 1
565 ENCINA AVENUE 7.125 2,998.05 57
6.875 2,998.05 790,000.00
ATHERTON CA 94025 2 07/10/98 00
0430995845 05 09/01/98 0
0011203569 O 08/01/28
0
1790526 K13/G01 F 234,700.00 ZZ
360 234,700.00 1
20533 MADISON STREET 7.500 1,641.06 79
7.250 1,641.06 300,000.00
TORRANCE CA 90503 2 08/06/98 00
0430985291 05 10/01/98 0
39807333 O 09/01/28
0
1790534 637/G01 F 279,000.00 ZZ
360 278,765.60 1
2521 STRATFORD CIRCLE 6.875 1,832.84 90
6.625 1,832.84 310,000.00
EL DORADO HILLS CA 95762 1 07/13/98 04
0430995829 05 09/01/98 25
0011206927 O 08/01/28
0
1790557 136/136 F 463,200.00 ZZ
360 463,200.00 1
30 WREN DRIVE 7.125 3,120.67 80
6.875 3,120.67 579,000.00
EAST HILLS NY 11576 1 08/05/98 00
4534030 05 10/01/98 0
4534030 O 09/01/28
0
1790648 637/G01 F 357,500.00 ZZ
360 357,206.96 1
2241 VIA ANACAPA 7.000 2,378.46 76
6.750 2,378.46 473,000.00
PALOS VERDES ES CA 90274 2 07/08/98 00
0430984633 05 09/01/98 0
8752271 O 08/01/28
0
1790700 637/G01 F 269,300.00 ZZ
360 269,079.26 1
1
2011 BENT CREEK DRIVE 7.000 1,791.66 66
6.750 1,791.66 410,000.00
SAN RAMON CA 94583 2 07/08/98 00
0430988808 03 09/01/98 0
0011199783 O 08/01/28
0
1790708 637/G01 F 120,000.00 ZZ
360 119,913.14 1
268 NORTH ALAMO DRIVE 7.625 849.36 72
7.375 849.36 168,000.00
VACAVILLE CA 95688 2 07/10/98 00
0430995787 05 09/01/98 0
0011041779 O 08/01/28
0
1790716 637/G01 F 412,500.00 ZZ
360 412,193.87 1
59 TULIP LANE 7.500 2,884.26 75
7.250 2,884.26 550,000.00
PALO ALTO CA 94303 2 07/01/98 00
0430995753 05 09/01/98 0
0011179959 O 08/01/28
0
1790729 225/225 F 280,000.00 ZZ
360 279,781.58 1
1008 MT VERNON AVENUE 7.250 1,910.09 51
7.000 1,910.09 549,000.00
CHARLOTTE NC 28203 1 07/31/98 00
8430093 05 09/01/98 0
8430093 O 08/01/28
0
1790733 637/G01 F 318,300.00 ZZ
360 318,063.78 1
416 GOLDENWEST STREET 7.500 2,225.60 74
7.250 2,225.60 435,000.00
HUNTINGTON BEAC CA 92648 2 07/15/98 00
0430992164 05 09/01/98 0
0010667079 O 08/01/28
0
1790734 562/G01 F 335,200.00 ZZ
360 335,200.00 1
6 ROCKRIDGE ROAD 7.500 2,343.77 80
7.250 2,343.77 419,000.00
ARDSLEY NY 10502 1 08/13/98 00
0430983288 05 10/01/98 0
1
566752 O 09/01/28
0
1790752 637/G01 F 301,900.00 ZZ
360 301,670.28 1
3536 RATHBONE WAY 7.375 2,085.15 59
7.125 2,085.15 512,000.00
PLEASANTON CA 94588 2 07/14/98 00
0430992156 03 09/01/98 0
0010122828 O 08/01/28
0
1790755 637/G01 F 249,900.00 ZZ
360 249,700.15 1
9674 NORTH AVON COURT 7.125 1,683.63 65
6.875 1,683.63 390,000.00
FRESNO CA 93720 2 07/16/98 00
0430984575 03 09/01/98 0
8646309 O 08/01/28
0
1790765 562/G01 F 220,000.00 ZZ
360 220,000.00 1
11 DEBBIE LANE 7.375 1,519.49 64
7.125 1,519.49 348,000.00
CROSS RIVER NY 10518 1 08/17/98 00
0430984336 05 10/01/98 0
570333 O 09/01/28
0
1790773 637/G01 F 317,000.00 ZZ
360 316,758.79 1
484 ANGUS DRIVE 7.375 2,189.44 59
7.125 2,189.44 540,000.00
MILPITAS CA 95035 2 07/16/98 00
0430990192 05 09/01/98 0
0010930717 O 08/01/28
0
1790779 637/G01 F 250,000.00 ZZ
360 249,809.77 1
4 ELLIOT RD 7.375 1,726.69 74
7.125 1,726.69 340,000.00
GREAT NECK NY 11021 1 07/21/98 00
0430995738 05 09/01/98 0
8294175 O 08/01/28
0
1
1790794 637/G01 F 650,000.00 ZZ
360 649,492.93 1
13101 W. SUNSET DRIVE 7.250 4,434.15 55
7.000 4,434.15 1,200,000.00
LOS ALTOS HILLS CA 94022 2 07/01/98 00
0430983924 05 09/01/98 0
0010926749 O 08/01/28
0
1790806 637/G01 F 641,400.00 ZZ
360 640,899.65 1
338 BACHMAN AVENUE 7.250 4,375.48 79
7.000 4,375.48 812,500.00
LOS GATOS CA 95030 2 07/08/98 00
0430984708 05 09/01/98 0
0011194461 O 08/01/28
0
1790857 637/G01 F 375,000.00 ZZ
360 374,707.46 1
7035 HEARTLAND WAY 7.250 2,558.17 70
7.000 2,558.17 540,000.00
SAN JOSE CA 95135 5 07/10/98 00
0430975540 05 09/01/98 0
0010926590 O 08/01/28
0
1790866 B64/G01 F 319,950.00 ZZ
360 319,950.00 1
1254 BELLE MEADE DR 7.125 2,155.57 90
6.875 2,155.57 355,500.00
LANCASTER PA 17601 1 08/07/98 04
0430989632 05 10/01/98 25
65857 O 09/01/28
0
1790870 637/G01 F 320,000.00 ZZ
360 319,724.48 1
19848 BUCKHAVEN LANE 6.750 2,075.52 44
6.500 2,075.52 730,000.00
SARATOGA CA 95070 1 07/10/98 00
0430992776 05 09/01/98 0
0011204740 O 08/01/28
0
1790871 637/G01 F 284,000.00 ZZ
360 283,794.44 1
3101 CAYMAN PLACE 7.625 2,010.14 80
7.375 2,010.14 355,000.00
1
SAN JOSE CA 95127 2 07/06/98 00
0431000108 05 09/01/98 0
0011192317 O 08/01/28
0
1790874 624/G01 F 295,600.00 ZZ
360 295,600.00 1
345 INGRAM COURT 7.000 1,966.63 80
6.750 1,966.63 369,500.00
SAN JOSE CA 95139 2 08/03/98 00
0430973578 05 10/01/98 0
42700180516F O 09/01/28
0
1790876 638/G01 F 243,000.00 ZZ
360 242,795.85 1
8 KAREVE DRIVE 6.875 1,596.34 90
6.625 1,596.34 270,000.00
PLYMOUTH TOWNSH PA 19401 2 07/31/98 04
0430980052 05 09/01/98 25
08771886 O 08/01/28
0
1790880 637/G01 F 319,000.00 ZZ
360 318,769.11 1
3751 BOULDER CANYON DRIVE 7.625 2,257.87 80
7.375 2,257.87 400,000.00
CASTRO VALLEY CA 94552 5 07/09/98 00
0430990812 03 09/01/98 0
0010928356 O 08/01/28
0
1790886 637/G01 F 312,000.00 ZZ
360 311,737.88 1
5351 ROMFORD DRIVE 6.875 2,049.62 80
6.625 2,049.62 390,000.00
SAN JOSE CA 95124 1 07/14/98 00
0430983908 05 09/01/98 0
0010928992 O 08/01/28
0
1790889 637/G01 F 633,500.00 ZZ
360 633,017.96 1
607 MURRAY LANE 7.375 4,375.43 77
7.125 4,375.43 825,000.00
LAFAYETTE CA 94549 5 07/14/98 00
0430998534 05 09/01/98 0
0010120962 O 08/01/28
0
1
1790898 944/G01 F 575,000.00 ZZ
360 573,051.05 1
960 FOREST AVENUE 6.875 3,777.34 59
6.625 3,777.34 975,000.00
PALO ALTO CA 94301 1 04/17/98 00
0430992115 05 06/01/98 0
15756 O 05/01/28
0
1790968 E22/G01 F 111,400.00 ZZ
360 111,400.00 1
127 HUNTER ROAD 7.500 778.92 95
7.250 778.92 117,300.00
SIMPSONVILLE SC 29681 1 08/14/98 04
0410975148 05 10/01/98 30
410975148 O 09/01/28
0
1790971 E22/G01 F 237,600.00 ZZ
360 237,600.00 1
7735 KNIGHTSHAYES DRIVE 7.500 1,661.33 80
7.250 1,661.33 297,055.00
MANASSAS VA 20111 1 08/06/98 00
0410995781 05 10/01/98 0
410995781 O 09/01/28
0
1790981 E22/G01 F 265,000.00 ZZ
360 265,000.00 1
83 TRINITY PASS 7.500 1,852.92 31
7.250 1,852.92 865,000.00
POUND RIDGE NY 10576 2 08/06/98 00
0410805097 05 10/01/98 0
410805097 O 09/01/28
0
1790993 822/G01 F 272,000.00 ZZ
360 271,793.03 1
2 WHITEHORSE LANE 7.375 1,878.64 80
7.125 1,878.64 340,000.00
SPRING CITY PA 19475 1 07/31/98 00
0430980904 05 09/01/98 0
136089213 O 08/01/28
0
1791009 588/G01 F 234,000.00 ZZ
360 233,798.53 1
1
43901 FELICITY PLACE 6.750 1,517.72 80
6.500 1,517.72 292,500.00
ASHBURN VA 20141 1 07/22/98 00
0430983858 03 09/01/98 0
980607238 O 08/01/28
0
1791013 638/G01 F 194,500.00 ZZ
360 194,352.00 1
530 FLYNN AVENUE 7.375 1,343.36 57
7.125 1,343.36 345,000.00
REDWOOD CITY CA 94063 2 07/30/98 00
0430980870 05 09/01/98 0
8776217 O 08/01/28
0
1791022 638/G01 F 300,000.00 ZZ
360 299,777.36 1
2143 FUNSTON AVENUE 7.500 2,097.64 58
7.250 2,097.64 520,000.00
SAN FRANCISCO CA 94116 5 07/29/98 00
0430980201 05 09/01/98 0
8773666 O 08/01/28
0
1791025 638/G01 F 244,500.00 ZZ
360 244,318.55 1
4352 OAK GLEN STREET 7.500 1,709.58 89
7.250 1,709.58 275,000.00
CALABASAS CA 91302 2 07/28/98 04
0430980011 05 09/01/98 25
8774570 O 08/01/28
0
1791027 638/G01 F 230,500.00 ZZ
360 230,324.60 1
17476 KINGLET TERRACE 7.375 1,592.01 95
7.125 1,592.01 242,651.00
SHERWOOD OR 97140 1 07/27/98 14
0430979393 05 09/01/98 30
8772142 O 08/01/28
0
1791040 H47/G01 F 418,000.00 ZZ
360 418,000.00 1
9324 FONTAINBLEU DRIVE 7.500 2,922.72 80
7.250 2,922.72 522,604.00
LAS VEGAS NV 89128 1 08/11/98 00
0430983643 05 10/01/98 0
1
00 O 09/01/28
0
1791047 638/G01 F 397,000.00 ZZ
360 396,712.66 1
5924 IBBETSON AVENUE 7.625 2,809.94 44
7.375 2,809.94 910,000.00
LAKEWOOD CA 90713 2 07/23/98 00
0430980136 05 09/01/98 0
08764113 O 08/01/28
0
1791057 163/G01 F 345,000.00 ZZ
360 344,460.11 1
4310 WEST RIDGE DRIVE 7.250 2,353.51 75
7.000 2,353.51 465,000.00
HOOD RIVER OR 97031 5 06/23/98 00
0430984757 05 08/01/98 0
816222723 O 07/01/28
0
1791066 638/G01 F 200,000.00 ZZ
360 199,836.07 1
53 CALLE DEL NORTE 7.000 1,330.60 80
6.750 1,330.60 250,000.00
RANCHO SANTA MA CA 92688 2 07/10/98 00
0430979328 01 09/01/98 0
08746976 O 08/01/28
0
1791086 356/G01 F 303,000.00 ZZ
360 302,769.44 1
5223 MUIRWOOD DRIVE 7.375 2,092.75 77
7.125 2,092.75 395,000.00
PLEASANTON CA 94588 2 07/22/98 00
0430985820 05 09/01/98 0
2558922 O 08/01/28
0
1791132 822/G01 F 275,000.00 ZZ
360 274,790.74 1
1255 PEBBLE HILL ROAD 7.375 1,899.36 46
7.125 1,899.36 600,000.00
DOYLESTOWN PA 18901 2 07/27/98 00
0430980060 05 09/01/98 0
0136088573 O 08/01/28
0
1
1791136 F88/G01 F 371,000.00 ZZ
360 371,000.00 1
1616 NEWPORT AVENUE 7.375 2,562.40 60
7.125 2,562.40 625,000.00
SAN JOSE CA 95125 2 08/07/98 00
0430981936 05 10/01/98 0
98070808 O 09/01/28
0
1791210 637/G01 F 340,000.00 ZZ
360 339,734.77 1
640 KENDALL AVENUE 7.250 2,319.40 44
7.000 2,319.40 785,000.00
PALO ALTO CA 94306 2 07/15/98 00
0430990069 05 09/01/98 0
0011194404 O 08/01/28
0
1791272 637/G01 F 277,000.00 ZZ
360 276,789.23 1
1123 NILDA AVENUE 7.375 1,913.17 62
7.125 1,913.17 450,000.00
MOUNTAIN VIEW CA 94040 2 07/13/98 00
0430991455 05 09/01/98 0
0011042991 O 08/01/28
0
1791316 637/G01 F 500,000.00 ZZ
360 499,590.15 1
103 LARK COURT 7.000 3,326.52 59
6.750 3,326.52 850,000.00
ALAMO CA 94507 2 07/06/98 00
0430989962 05 09/01/98 0
0010921666 O 08/01/28
0
1791341 195/G01 F 480,000.00 ZZ
360 480,000.00 1
28 ROBERTS ROAD 7.125 3,233.85 80
6.875 3,233.85 600,000.00
NEW CITY NY 10956 1 08/14/98 00
0430985457 05 10/01/98 0
55604 O 09/01/28
0
1791378 637/G01 F 261,000.00 ZZ
360 260,806.30 1
1941 DESPERATION DRIVE 7.500 1,824.95 80
7.250 1,824.95 330,000.00
1
SHINGLE SPRINGS CA 95682 2 07/13/98 00
0430996686 05 09/01/98 0
0011043205 O 08/01/28
0
1791402 562/G01 F 85,000.00 ZZ
360 85,000.00 1
7 LISA COURT 7.625 601.63 40
7.375 601.63 215,000.00
DOBBS FERRY NY 10522 1 08/05/98 00
0430989483 09 10/01/98 0
571596 O 09/01/28
0
1791435 637/G01 F 240,000.00 ZZ
360 239,821.88 1
4350 STONE CANYON DRIVE 7.500 1,678.12 75
7.250 1,678.12 322,000.00
SAN JOSE CA 95136 2 07/20/98 00
0430992743 05 09/01/98 0
0010931004 O 08/01/28
0
1791459 637/G01 F 141,500.00 ZZ
360 141,392.33 1
321 NORTH LOMBARD STREET 7.375 977.31 77
7.125 977.31 185,000.00
PORTLAND OR 97217 2 07/23/98 00
0430992636 05 09/01/98 0
8681355 O 08/01/28
0
1791467 637/G01 F 300,000.00 ZZ
360 299,771.72 1
700 ARIKARA COURT 7.375 2,072.03 56
7.125 2,072.03 545,000.00
FREMONT CA 94539 5 07/21/98 00
0430998773 05 09/01/98 0
0010125268 O 08/01/28
0
1791469 E22/G01 F 400,000.00 ZZ
360 400,000.00 1
25620 BURKE LANE 7.500 2,796.86 37
7.250 2,796.86 1,100,000.00
LOS ALTOS HILLS CA 94022 5 08/05/98 00
0410980403 05 10/01/98 0
410980403 O 09/01/28
0
1
1791472 637/G01 F 377,073.00 ZZ
360 376,771.46 1
920 DIABLO DRIVE 7.125 2,540.41 59
6.875 2,540.41 640,000.00
LAFAYETTE CA 94549 2 07/21/98 00
0430998732 05 09/01/98 0
0011198819 O 08/01/28
0
1791482 E22/G01 F 128,300.00 ZZ
360 128,300.00 1
6404 RAMPART DRIVE 7.375 886.14 80
7.125 886.14 161,000.00
CARMICHAEL CA 95608 2 08/04/98 00
0410951495 05 10/01/98 0
410951495 O 09/01/28
0
1791619 F28/G01 F 284,000.00 ZZ
360 283,767.21 1
10303 FOXHALL DRIVE 7.000 1,889.46 80
6.750 1,889.46 355,000.00
CHARLOTTE NC 28210 1 07/31/98 00
0430977140 03 09/01/98 0
3985144 O 08/01/28
0
1791620 F28/G01 F 340,000.00 ZZ
360 340,000.00 1
29612 DURHAM DRIVE 7.250 2,319.40 80
7.000 2,319.40 425,000.00
PERRYSBURG OH 43551 1 08/06/98 00
0430979179 05 10/01/98 0
4023885 O 09/01/28
0
1791629 920/G01 F 318,750.00 ZZ
360 318,750.00 1
27427 LARCHBLUFF DR 7.375 2,201.53 75
7.125 2,201.53 425,000.00
RANCHO PALOS VE CA 90275 5 08/10/98 00
0430985408 05 10/01/98 0
985126 O 09/01/28
0
1791633 B60/G01 F 270,000.00 ZZ
360 270,000.00 1
1
19691 SACRAMENTO LANE 7.000 1,796.32 80
6.750 1,796.32 340,000.00
HUNTINGTON BEAC CA 92648 2 07/29/98 00
0430997296 05 10/01/98 0
253659 O 09/01/28
0
1791646 070/070 F 250,000.00 ZZ
360 249,627.76 1
171 OAKLAND STREET 7.500 1,748.04 60
7.250 1,748.04 419,000.00
HILLSDALE NJ 07642 1 06/15/98 00
5453263 05 08/01/98 0
5453263 O 07/01/28
0
1791653 920/G01 F 571,000.00 ZZ
360 571,000.00 1
5609 HOBACK GLEN ROAD 7.500 3,992.51 64
7.250 3,992.51 900,000.00
HIDDEN HILLS CA 91302 5 08/12/98 00
0430995910 05 10/01/98 0
985167 O 09/01/28
0
1791659 070/070 F 304,000.00 ZZ
360 303,318.93 1
240 OLIVER ROAD 7.500 2,125.61 73
7.250 2,125.61 420,000.00
CINCINNATI OH 45215 2 05/20/98 00
5824518 05 07/01/98 0
5824518 O 06/01/28
0
1791674 E22/G01 F 346,500.00 ZZ
360 346,500.00 1
3 CAYUGA LANE 7.875 2,512.37 90
7.625 2,512.37 385,000.00
GREENBURGH NY 10533 1 08/14/98 04
0410897706 05 10/01/98 25
410897706 O 09/01/28
0
1791682 E22/G01 F 80,750.00 ZZ
360 80,750.00 1
1158 BEARDSLEY 7.250 550.86 95
7.000 550.86 85,000.00
AKRON OH 44301 2 08/12/98 04
0410987119 05 10/01/98 30
1
410987119 O 09/01/28
0
1791688 E22/G01 F 176,250.00 ZZ
360 176,250.00 1
2528 BRENFORD DRIVE 7.500 1,232.37 75
7.250 1,232.37 235,000.00
SAN JOSE CA 95122 5 08/04/98 00
0410963771 05 10/01/98 0
410963771 O 09/01/28
0
1791713 070/070 F 284,000.00 ZZ
360 283,577.14 1
61 VASSAR STREET 7.500 1,985.77 80
7.250 1,985.77 355,000.00
GARDEN CITY NY 11530 1 06/02/98 00
9584317 05 08/01/98 0
9584317 O 07/01/28
0
1791714 136/136 F 336,000.00 ZZ
360 336,000.00 1
290 QUAKER RD 7.125 2,263.70 80
6.875 2,263.70 420,000.00
CHAPPAQUA NY 10514 1 08/07/98 00
4534150 05 10/01/98 0
4534150 O 09/01/28
0
1791715 070/070 F 340,000.00 ZZ
360 339,493.76 1
35 TUTHILL LANE 7.500 2,377.33 80
7.250 2,377.33 425,000.00
REMSENBURG NY 11960 1 06/05/98 00
9759497 05 08/01/98 0
9759497 O 07/01/28
0
1791738 830/G01 F 412,500.00 ZZ
360 412,500.00 1
7917 KENTWOOD AVENUE 7.375 2,849.03 71
7.125 2,849.03 585,000.00
LOS ANGELES CA 90045 2 08/07/98 00
0430985655 05 10/01/98 0
538596 O 09/01/28
0
1
1791772 830/G01 F 278,650.00 ZZ
360 278,421.59 1
745 NORTH ALTA VISTA BLVD 7.000 1,853.87 85
6.750 1,853.87 328,000.00
LOS ANGELES CA 90046 2 08/04/98 11
0430981019 05 09/01/98 12
538655 O 08/01/28
0
1791790 830/G01 F 253,500.00 ZZ
360 253,500.00 1
5612 DRIFTWOOD AVENUE 7.125 1,707.88 78
6.875 1,707.88 325,000.00
LA PALMA CA 90623 2 08/10/98 00
0430989798 05 10/01/98 0
538827 O 09/01/28
0
1791805 168/168 F 500,000.00 ZZ
360 499,590.16 1
950 SAIGON ROAD 7.000 3,326.51 78
6.750 3,326.51 645,000.00
MCLEAN VA 22102 1 07/15/98 00
0239867165 05 09/01/98 0
0239867165 O 08/01/28
0
1791812 168/168 F 280,000.00 ZZ
360 279,792.20 1
258 BOULEVARD 7.500 1,957.80 80
7.250 1,957.80 350,000.00
SCARSDALE NY 10583 1 07/23/98 00
0239868030 05 09/01/98 0
0239868030 O 08/01/28
0
1791817 168/168 F 270,000.00 ZZ
360 269,799.62 1
47 OLIVER RD 7.500 1,887.88 65
7.250 1,887.88 420,000.00
BEDFORD NY 10506 1 07/09/98 00
0239818245 05 09/01/98 0
0239818245 O 08/01/28
0
1791819 168/168 F 312,000.00 ZZ
360 311,436.99 1
2517 WAMATH DRIVE 7.375 2,154.91 80
7.125 2,154.91 390,000.00
1
CHARLOTTE NC 28210 1 06/29/98 00
0239847687 05 08/01/98 0
0239847687 O 07/01/28
0
1791822 L82/G01 F 263,750.00 ZZ
360 263,750.00 1
374 MARIN AVENUE 7.375 1,821.66 69
7.125 1,821.66 385,000.00
MILL VALLEY CA 94941 2 08/05/98 00
0430984369 05 10/01/98 0
1781184 O 09/01/28
0
1791826 E85/G01 F 330,000.00 ZZ
360 329,742.57 1
30 BURNING TREE DRIVE 7.250 2,251.18 48
7.000 2,251.18 700,000.00
NOVATO CA 94947 5 07/23/98 00
0430999037 05 09/01/98 0
700575 O 08/01/28
0
1791829 136/136 F 450,000.00 ZZ
360 450,000.00 1
285 STILLWELL LANE 7.375 3,108.04 73
7.125 3,108.04 620,000.00
LAUREL HOLLOW NY 11791 1 08/06/98 00
4534090 05 10/01/98 0
4534090 O 09/01/28
0
1791837 B57/G01 F 443,750.00 ZZ
360 442,420.28 1
18019 MAYERLING STREET 7.500 3,102.77 78
7.250 3,102.77 570,000.00
LOS ANGELES CA 91344 2 04/28/98 00
0430980821 03 06/01/98 0
9811321 O 05/01/28
0
1791840 765/G01 F 52,000.00 ZZ
360 52,000.00 1
11527 WILSON ROAD 7.250 354.74 20
7.000 354.74 262,000.00
GRASS VALLEY CA 95945 5 08/04/98 00
0430981308 05 10/01/98 0
336057 O 09/01/28
0
1
1791847 964/G01 F 318,750.00 ZZ
360 318,750.00 1
342 EAST 39TH AVENUE 7.000 2,120.65 75
6.750 2,120.65 425,000.00
SAN MATEO CA 94403 5 07/31/98 00
0430977231 05 10/01/98 0
38947 O 09/01/28
0
1791861 K09/G01 F 260,000.00 ZZ
360 260,000.00 1
1421 SOUTH WILTON WAY 7.750 1,862.67 80
7.500 1,862.67 325,000.00
SALT LAKE CITY UT 84108 5 08/13/98 00
0430990531 05 10/01/98 0
154707 O 09/01/28
0
1791874 M47/G01 F 432,000.00 ZZ
360 432,000.00 2
1681 CITY VIEW COURT 7.250 2,947.00 80
7.000 2,947.00 540,000.00
LAS VEGAS NV 89117 1 08/17/98 00
0430984187 03 10/01/98 0
301490 O 09/01/28
0
1791937 638/G01 F 462,000.00 ZZ
360 461,673.93 1
3677 CALLE LA FUEGO 7.750 3,309.82 76
7.500 3,309.82 615,000.00
THOUSAND OAKS CA 91360 2 07/15/98 00
0430981886 05 09/01/98 0
8753829 O 08/01/28
0
1791985 637/G01 F 380,000.00 ZZ
360 379,710.85 1
909 CAPRI DRIVE 7.375 2,624.57 59
7.125 2,624.57 650,000.00
CAMPBELL CA 95008 2 07/15/98 00
0431001056 05 09/01/98 0
0010930279 O 08/01/28
0
1791999 637/G01 F 279,000.00 ZZ
360 278,782.35 1
1
1314 DENVER STREET 7.250 1,903.28 79
7.000 1,903.28 357,000.00
BOULDER CITY NV 89005 1 07/17/98 00
0430998948 05 09/01/98 0
0012310108 O 08/01/28
0
1792012 637/G01 F 363,000.00 ZZ
360 363,000.00 1
123 SHEFFIELD ROAD 7.500 2,538.15 80
7.250 2,538.15 455,000.00
ALAMEDA CA 94502 2 07/13/98 00
0431000892 03 10/01/98 0
0010928158 O 09/01/28
0
1792021 E23/G01 F 268,000.00 ZZ
360 268,000.00 1
21286 CALLE HORIZONTE 7.125 1,805.57 75
6.875 1,805.57 360,000.00
LAKE FOREST CA 92630 5 08/11/98 00
0431000223 05 10/01/98 0
50503668 O 09/01/28
0
1792022 637/G01 F 300,000.00 ZZ
360 299,777.35 1
19656 LADERA COURT 7.500 2,097.65 38
7.250 2,097.65 800,000.00
SARATOGA CA 95070 2 07/15/98 00
0430989509 05 09/01/98 0
0010929982 O 08/01/28
0
1792024 637/G01 F 590,000.00 ZZ
360 589,539.74 1
425 NEVADA AVENUE 7.250 4,024.84 53
7.000 4,024.84 1,129,000.00
PALA ALTO CA 94301 2 07/13/98 00
0430991992 05 09/01/98 0
0011203379 O 08/01/28
0
1792051 638/G01 F 254,700.00 ZZ
360 254,700.00 1
1256 NORTH 1190 EAST 7.625 1,802.75 80
7.375 1,802.75 320,000.00
AMERICAN FORK UT 84003 1 08/04/98 00
0430994749 03 10/01/98 0
1
8766601 O 09/01/28
0
1792095 830/G01 F 259,300.00 ZZ
360 259,300.00 1
7910 EAST CRAMER STREET 7.625 1,835.31 73
7.375 1,835.31 360,000.00
LONG BEACH CA 90808 2 08/10/98 00
0430999805 05 10/01/98 0
538365 O 09/01/28
0
1792120 638/G01 F 281,000.00 ZZ
360 281,000.00 1
5970 CLARIDGE DRIVE 7.375 1,940.80 73
7.125 1,940.80 385,000.00
RIVERSIDE CA 92506 2 07/31/98 00
0430981746 05 10/01/98 0
8768698 O 09/01/28
0
1792135 638/G01 F 233,000.00 ZZ
360 232,818.24 1
22 PLATA COURT 7.250 1,589.47 67
7.000 1,589.47 350,000.00
NOVATO CA 94947 5 07/31/98 00
0430983163 05 09/01/98 0
08765477 O 08/01/28
0
1792140 638/G01 F 281,200.00 ZZ
360 280,986.03 1
19005 MERION DRIVE 7.375 1,942.18 75
7.125 1,942.18 375,000.00
NORTHRIDGE CA 91326 5 07/24/98 00
0430983379 05 09/01/98 0
08772396 O 08/01/28
0
1792168 638/G01 F 75,000.00 ZZ
360 74,938.52 1
117 BISHOP HILL ROAD 7.000 498.98 54
6.750 498.98 140,000.00
JOHNSTON RI 02919 2 07/31/98 00
0430983577 05 09/01/98 0
08772491 O 08/01/28
0
1
1792228 A39/G01 F 380,000.00 ZZ
360 379,703.56 1
950 PUESTA DEL SOL 7.250 2,592.27 67
7.000 2,592.27 575,000.00
THOUSAND OAKS CA 91360 2 07/23/98 00
0430982900 03 09/01/98 0
9800680 O 08/01/28
0
1792231 225/225 F 386,250.00 ZZ
360 385,956.09 1
15 CANDLEWOOD PLACE 7.375 2,667.74 75
7.125 2,667.74 515,000.00
WALNUT CREEK CA 94595 5 07/24/98 00
7040469 05 09/01/98 0
7040469 O 08/01/28
0
1792245 638/G01 F 446,800.00 ZZ
360 446,468.41 1
1012 SKYLARK DRIVE 7.500 3,124.09 79
7.250 3,124.09 570,000.00
LA JOLLA CA 92037 2 07/13/98 00
0430982967 05 09/01/98 0
08759949 O 08/01/28
0
1792282 685/G01 F 240,000.00 ZZ
360 240,000.00 1
2934 DANBURY WAY 7.125 1,616.93 80
6.875 1,616.93 300,000.00
SANTA ANA CA 92704 2 08/11/98 00
0430981167 05 10/01/98 0
114666 O 09/01/28
0
1792288 356/G01 F 363,000.00 ZZ
360 363,000.00 1
3713 EAST AVENUE 7.375 2,507.16 65
7.125 2,507.16 560,000.00
HAYWARD CA 94542 2 07/29/98 00
0430986208 05 10/01/98 0
2544526 O 09/01/28
0
1792292 356/G01 F 350,000.00 ZZ
360 350,000.00 1
6809 SHADOW MOUNTAIN CT 7.500 2,447.26 62
7.250 2,447.26 570,000.00
1
SAN JOSE CA 95120 5 07/28/98 00
0430986232 05 10/01/98 0
2553782 O 09/01/28
0
1792297 E22/G01 F 120,000.00 ZZ
360 120,000.00 1
2010 HAWKINS LANE 7.500 839.06 73
7.250 839.06 165,000.00
EUGENE OR 97405 1 08/11/98 00
0410986467 05 10/01/98 0
410986467 O 09/01/28
0
1792307 E22/G01 F 268,000.00 ZZ
360 268,000.00 1
5650 BRUSHTON STREET 7.750 1,919.98 80
7.500 1,919.98 335,000.00
LOS ANGELES CA 90008 2 08/07/98 00
0410985881 05 10/01/98 0
410985881 O 09/01/28
0
1792312 E22/G01 F 120,000.00 ZZ
360 120,000.00 1
1927 WEST DURNESS STREET 7.250 818.61 78
7.000 818.61 154,000.00
WEST COVINA CA 91790 2 08/07/98 00
0410952485 05 10/01/98 0
410952485 O 09/01/28
0
1792314 E22/G01 F 283,000.00 ZZ
360 283,000.00 1
18805 EAST ASHLEY PLACE 7.375 1,954.61 77
7.125 1,954.61 370,000.00
ROWLAND HEIGHTS CA 91748 2 08/11/98 00
0410976674 03 10/01/98 0
410976674 O 09/01/28
0
1792344 E22/G01 F 256,950.00 ZZ
360 256,950.00 1
5316 POPLAR VALLEY COURT 7.000 1,709.49 80
6.750 1,709.49 321,220.00
CENTREVILLE VA 20120 1 08/07/98 00
0410991202 03 10/01/98 0
410991202 O 09/01/28
0
1
1792354 588/G01 F 360,000.00 ZZ
360 359,732.82 1
86 SUNSET ROAD 7.500 2,517.18 80
7.250 2,517.18 450,000.00
LIMERICK TOWNSH PA 19468 1 07/17/98 00
0430983684 05 09/01/98 0
980704016 O 08/01/28
0
1792413 E82/G01 F 359,000.00 ZZ
360 359,000.00 1
909 TROPHY HILLS DRIVE 7.125 2,418.65 30
6.875 2,418.65 1,200,000.00
LAS VEGAS NV 89134 2 08/13/98 00
0400141396 03 10/01/98 0
0400141396 O 09/01/28
0
1792427 637/G01 F 261,000.00 ZZ
360 260,775.28 1
5731 NORTH LINKS AVENUE 6.750 1,692.85 90
6.500 1,692.85 290,000.00
MERCED CA 95340 1 07/17/98 10
0431000934 05 09/01/98 25
8647653 O 08/01/28
0
1792431 637/G01 F 415,500.00 ZZ
360 415,175.86 1
627 HAWTHORNE AVENUE 7.250 2,834.45 64
7.000 2,834.45 650,000.00
LOS ALTOS CA 94024 2 07/21/98 00
0430988071 05 09/01/98 0
0011209202 O 08/01/28
0
1792434 637/G01 F 295,000.00 ZZ
360 294,775.52 1
690 MARANATHA DRIVE 7.375 2,037.50 66
7.125 2,037.50 450,000.00
HOLLISTER CA 95023 5 07/21/98 00
0430998591 05 09/01/98 0
0013357207 O 08/01/28
0
1792471 B57/G01 F 345,000.00 ZZ
360 345,000.00 1
1
15427 VALLEY VISTA BOULEVARD 7.500 2,412.30 58
(SHERMAN OAKS AREA) 7.250 2,412.30 600,000.00
SHERMAN OAKS CA 91403 5 08/10/98 00
0430993634 05 10/01/98 0
9812708 O 09/01/28
0
1792507 F63/G01 F 425,000.00 ZZ
360 425,000.00 1
28 VIA FARALLON 7.125 2,863.30 45
6.875 2,863.30 963,000.00
ORINDA CA 94563 2 08/05/98 00
0430993030 05 10/01/98 0
23367 O 09/01/28
0
1792597 637/G01 F 269,000.00 ZZ
360 268,800.36 1
6534 NORTH SELLAND AVENUE 7.500 1,880.89 90
7.250 1,880.89 300,000.00
FRESNO CA 93711 2 07/20/98 01
0430989103 05 09/01/98 25
8645079 O 08/01/28
0
1792599 637/G01 F 298,000.00 ZZ
360 297,773.24 1
12128 INGRID CT 7.375 2,058.22 31
7.125 2,058.22 975,000.00
SARATOGA CA 95070 2 07/15/98 00
0430998526 05 09/01/98 0
0010927424 O 08/01/28
0
1792639 168/168 F 368,000.00 ZZ
360 367,438.26 1
15 WOODHULL COURT 7.375 2,541.68 80
7.125 2,541.68 460,000.00
NORTHPORT NY 11768 1 06/25/98 00
239841239 05 08/01/98 0
239841239 O 07/01/28
0
1792658 168/168 F 548,000.00 ZZ
360 547,561.77 1
26 OLD FARM ROAD 7.125 3,691.98 80
6.875 3,691.98 685,000.00
GREAT NECK NY 11020 1 07/06/98 00
239852290 05 09/01/98 0
1
239852290 O 08/01/28
0
1792662 168/168 F 304,000.00 ZZ
360 303,768.68 1
6 MEDA PLACE 7.375 2,099.65 80
7.125 2,099.65 380,000.00
WHITE PLAINS NY 10605 1 07/13/98 00
239879899 05 09/01/98 0
239879899 O 08/01/28
0
1792677 964/G01 F 188,000.00 ZZ
360 188,000.00 1
1749 NORTH WOODWIND LANE 7.500 1,314.52 80
7.250 1,314.52 235,000.00
ANAHEIM CA 92807 2 08/07/98 00
0430982447 05 10/01/98 0
39550 O 09/01/28
0
1792684 964/G01 F 330,000.00 ZZ
360 330,000.00 1
22157 CAIRNLOCH STREET 7.875 2,392.73 60
7.625 2,392.73 550,000.00
CALABASAS CA 91302 2 08/10/98 00
0430983007 03 10/01/98 0
37688 O 09/01/28
0
1792692 964/G01 F 422,000.00 ZZ
360 422,000.00 1
25 FERNWOOD DRIVE 6.875 2,772.24 77
6.625 2,772.24 555,000.00
SAN FRANCISCO CA 94127 2 08/10/98 00
0430982405 05 10/01/98 0
39583 O 09/01/28
0
1792714 267/267 F 280,000.00 ZZ
360 280,000.00 1
612 PALM AVENUE 6.875 1,839.41 80
6.625 1,839.41 350,000.00
SOUTH SAN FRANC CA 94080 2 07/31/98 00
4266420 05 10/01/98 0
4266420 O 09/01/28
0
1
1792715 356/G01 F 250,000.00 ZZ
360 250,000.00 1
46689 RANCHO HIGUERA RD 7.375 1,726.69 41
7.125 1,726.69 620,000.00
FREMONT CA 94539 2 07/27/98 00
0430986240 05 10/01/98 0
2543981 O 09/01/28
0
1792717 B79/G01 F 331,500.00 ZZ
360 331,500.00 1
175 CLIPPER STREET 7.375 2,289.59 45
7.125 2,289.59 750,000.00
SAN FRANCISCO CA 94114 5 08/12/98 00
0430984989 05 10/01/98 0
019706 O 09/01/28
0
1792719 B79/G01 F 485,800.00 ZZ
360 485,800.00 1
947 LAKE STREET 7.375 3,355.30 58
7.125 3,355.30 842,000.00
SAN FRANCISCO CA 94118 2 08/12/98 00
0430985168 05 10/01/98 0
019710 O 09/01/28
0
1792721 992/G01 F 336,000.00 ZZ
360 336,000.00 1
33 ANDREA COURT 7.500 2,349.37 70
7.250 2,349.37 480,000.00
SPARTA NJ 07871 1 08/03/98 00
0430980714 05 10/01/98 0
350296 O 09/01/28
0
1792730 624/G01 F 540,000.00 ZZ
360 539,599.24 1
11600 CENTER AVENUE 7.500 3,775.76 74
7.250 3,775.76 730,000.00
GILROY CA 95020 5 07/30/98 00
0430985432 05 09/01/98 0
86500380136 O 08/01/28
0
1792736 685/G01 F 264,000.00 ZZ
360 264,000.00 1
10864 CHURCHILL PLACE 6.875 1,734.29 80
6.625 1,734.29 330,000.00
1
TUSTIN CA 92782 1 08/10/98 00
0430984849 05 10/01/98 0
114546 O 09/01/28
0
1792765 267/267 F 380,000.00 ZZ
360 380,000.00 1
1118 NOTTINGHAM RD 7.125 2,560.14 78
6.875 2,560.14 490,000.00
NEWPORT BEACH CA 92660 2 07/31/98 00
4259546 05 10/01/98 0
4259546 O 09/01/28
0
1792839 E22/G01 F 246,000.00 ZZ
360 246,000.00 1
1604 PACIFIC RANCH DRIVE 7.875 1,783.67 73
7.625 1,783.67 340,000.00
ENCINITAS CA 92024 2 08/10/98 00
0410994396 03 10/01/98 0
410994396 O 09/01/28
0
1792846 E22/G01 F 158,000.00 ZZ
360 158,000.00 1
2008 BERRYESSA DRIVE 7.625 1,118.31 95
7.375 1,118.31 167,000.00
MODESTO CA 95358 2 08/06/98 04
0410946602 05 10/01/98 30
410946602 O 09/01/28
0
1792847 959/G01 F 175,000.00 ZZ
360 175,000.00 1
32 HONEYSUCKLE LANE 7.500 1,223.63 45
7.250 1,223.63 394,000.00
WEST HAMPTON NY 11977 2 08/19/98 00
0430989020 05 10/01/98 0
1760395 O 09/01/28
0
1792854 E22/G01 F 228,000.00 ZZ
360 228,000.00 1
15105 EAST MATISSE CIRCLE 7.500 1,594.21 80
7.250 1,594.21 286,000.00
LA MIRADA CA 90638 2 08/10/98 00
0410955645 03 10/01/98 0
410955645 O 09/01/28
0
1
1792899 267/267 F 259,200.00 ZZ
360 259,200.00 1
4854 PLACIDIA AVENUE 7.125 1,746.28 77
6.875 1,746.28 340,000.00
NORTH HOLLYWOOD CA 91601 2 07/30/98 00
4255704 05 10/01/98 0
4255704 O 09/01/28
0
1792927 168/168 F 231,100.00 ZZ
360 230,569.20 1
40 BONNIE MEADOW RD 7.375 1,596.15 80
7.125 1,596.15 290,000.00
SCARSDALE NY 10583 2 04/30/98 00
0369548248 05 07/01/98 0
0369548248 O 06/01/28
0
1792933 168/168 F 308,000.00 ZZ
360 307,771.42 1
278 RYE BEACH AVENUE 7.500 2,153.58 50
7.250 2,153.58 620,000.00
RYE NY 10580 2 07/09/98 00
0239798490 05 09/01/98 0
0239798490 O 08/01/28
0
1792938 168/168 F 388,000.00 ZZ
360 387,681.96 1
1171 HUNTONER COURT 7.000 2,581.37 64
6.750 2,581.37 610,000.00
MCLEAN VA 22102 2 07/17/98 00
0239892470 05 09/01/98 0
0239892470 O 08/01/28
0
1792941 168/168 F 450,000.00 ZZ
360 449,657.58 1
2 MILITARY HILL DRIVE 7.375 3,108.04 47
7.125 3,108.04 960,000.00
MORRISTOWN NJ 07960 2 07/07/98 00
0239862961 05 09/01/98 0
0239862961 O 08/01/28
0
1792945 F27/G01 F 179,500.00 ZZ
360 179,345.45 1
1
12987 QUEEN CHAPEL ROAD 6.750 1,164.24 80
6.500 1,164.24 224,415.00
WOODBRIDGE VA 22193 1 07/14/98 00
0430987859 05 09/01/98 0
6060009102 O 08/01/28
0
1792946 F27/G01 F 214,700.00 ZZ
360 214,355.29 1
5889 FINCASTLE DRIVE 7.125 1,446.48 75
6.875 1,446.48 287,869.00
MANASSAS VA 20112 1 06/25/98 00
0430987909 03 08/01/98 0
6060006170 O 07/01/28
0
1792948 F27/G01 F 182,000.00 ZZ
360 181,854.46 1
3428 GROUSE COURT 7.125 1,226.17 80
6.875 1,226.17 227,500.00
WOODBRIDGE VA 22192 1 07/17/98 00
0430987933 03 09/01/98 0
6060034514 O 08/01/28
0
1792950 F27/G01 F 168,800.00 ZZ
360 168,661.63 1
46778 WILLOWOOD PLACE 7.000 1,123.04 80
6.750 1,123.04 211,000.00
STERLING VA 20165 1 07/14/98 00
0430987966 03 09/01/98 0
6060009323 O 08/01/28
0
1792952 F27/G01 F 167,050.00 ZZ
360 166,922.88 1
66 KIRKLEY PLACE 7.375 1,153.78 80
7.125 1,153.78 208,871.00
FREDERICKSBURG VA 22406 1 07/15/98 00
0430988048 05 09/01/98 0
6060024632 O 08/01/28
0
1792956 F27/G01 F 213,500.00 ZZ
360 213,165.88 1
5159 LAKE TERRAPIN DRIVE 7.250 1,456.45 80
7.000 1,456.45 266,900.00
WOODBRIDGE VA 22193 1 06/24/98 00
0430988162 03 08/01/98 0
1
6060020556 O 07/01/28
0
1792957 F27/G01 F 264,800.00 ZZ
360 264,364.61 1
145 REES PLACE 7.000 1,761.73 80
6.750 1,761.73 331,000.00
FALLS CHURCH VA 22046 1 06/30/98 00
0430988188 09 08/01/98 0
6060031094 O 07/01/28
0
1793003 B75/G01 F 333,000.00 ZZ
360 333,000.00 1
16094 FRUITVALE ROAD 7.500 2,328.38 74
7.250 2,328.38 450,000.00
VALLEY CENTER CA 92082 5 07/29/98 00
0430999466 05 10/01/98 0
7776040 O 09/01/28
0
1793018 815/G01 F 275,000.00 ZZ
360 275,000.00 1
10 WHITE TAIL LANE 7.375 1,899.36 80
7.125 1,899.36 344,490.00
HIGHTSTOWN NJ 08520 1 08/05/98 00
0430986281 05 10/01/98 0
70600 O 09/01/28
0
1793078 195/G01 F 356,000.00 ZZ
360 356,000.00 1
18 GRAMATAN COURT 7.375 2,458.81 80
7.125 2,458.81 445,000.00
BRONXVILLE NY 10708 1 08/13/98 00
0430995977 01 10/01/98 0
59086 O 09/01/28
0
1793135 638/G01 F 280,000.00 ZZ
360 280,000.00 1
7727 PINEVILLE CIRCLE 7.500 1,957.80 74
7.250 1,957.80 380,000.00
CASTRO VALLEY CA 94552 2 07/29/98 00
0430985176 03 10/01/98 0
08775351 O 09/01/28
0
1
1793137 168/168 F 260,000.00 ZZ
360 259,802.16 1
6 CAMPBELL DRIVE 7.375 1,795.76 80
7.125 1,795.76 325,000.00
SOMERS NY 10589 1 07/23/98 00
0369557549 05 09/01/98 0
0369557549 O 08/01/28
0
1793147 168/168 F 470,000.00 ZZ
360 469,633.35 1
10 CABRIOLET LANE 7.250 3,206.23 79
7.000 3,206.23 600,000.00
MELVILLE NY 11747 2 07/16/98 00
0239865529 05 09/01/98 0
0239865529 O 08/01/28
0
1793159 168/168 F 273,500.00 ZZ
360 273,297.03 1
35 HORSESHOE HILL ROAD 7.500 1,912.35 50
7.250 1,912.35 550,000.00
POUND RIDGE NY 10576 2 07/16/98 00
0369560795 05 09/01/98 0
0369560795 O 08/01/28
0
1793162 665/G01 F 258,000.00 ZZ
360 258,000.00 1
1189 WALNUT STREET 7.125 1,738.19 66
6.875 1,738.19 395,000.00
BERKELEY CA 94707 2 08/07/98 00
0430994194 05 10/01/98 0
9801223089 O 09/01/28
0
1793168 665/G01 F 260,000.00 ZZ
360 260,000.00 1
1028 AVIATOR COURT 7.375 1,795.76 80
7.125 1,795.76 325,000.00
SCOTTS VALLEY CA 95066 2 08/04/98 00
0430994202 05 10/01/98 0
9801223669 O 09/01/28
0
1793169 822/G01 F 275,000.00 ZZ
360 275,000.00 1
336 BARNHILL ROAD 6.750 1,783.65 78
6.500 1,783.65 357,000.00
1
WEST CHESTER PA 19382 1 08/18/98 00
0430995183 05 10/01/98 0
0176273157 O 09/01/28
0
1793178 992/G01 F 245,000.00 ZZ
360 244,818.17 1
5 KINGWOOD LANE 7.500 1,713.08 72
7.250 1,713.08 345,000.00
POUGHKEEPSIE NY 12601 1 07/16/98 00
0430985713 05 09/01/98 0
349325 O 08/01/28
0
1793186 992/G01 F 350,000.00 ZZ
360 349,705.95 1
14-03 155TH STREET 6.875 2,299.26 74
6.625 2,299.26 475,000.00
BEECHURST NY 11356 1 07/31/98 00
0430985929 05 09/01/98 0
351188 O 08/01/28
0
1793225 588/G01 F 295,000.00 ZZ
360 294,752.15 1
24 MADISON AVENUE 6.875 1,937.95 93
6.625 1,937.95 320,000.00
CITY OF SUMMIT NJ 07901 1 07/15/98 11
0430993782 05 09/01/98 30
980501192 O 08/01/28
0
1793239 E22/G01 F 112,500.00 ZZ
360 112,500.00 1
618 BROOK FOREST DRIVE 7.500 786.62 90
7.250 786.62 125,000.00
BELMONT NC 28012 2 08/11/98 04
0411005770 05 10/01/98 25
411005770 O 09/01/28
0
1793257 E22/G01 F 135,000.00 ZZ
360 134,909.42 1
1012 WASHINGTON STREET UNIT #4 8.000 990.58 75
7.750 990.58 180,000.00
HOBOKEN NJ 07030 2 07/28/98 00
0410939813 01 09/01/98 0
410939813 O 08/01/28
0
1
1793274 E22/G01 F 498,000.00 ZZ
360 498,000.00 1
9737 FARMSTEAD DR. 7.875 3,610.85 73
7.625 3,610.85 690,000.00
LOVELAND OH 45140 2 08/13/98 00
0410975270 05 10/01/98 0
410975270 O 09/01/28
0
1793287 964/G01 F 394,000.00 ZZ
360 394,000.00 1
7508 EAST ENDEMONT COURT 7.125 2,654.45 64
6.875 2,654.45 625,000.00
ANAHEIM CA 92808 2 08/11/98 00
0430988113 03 10/01/98 0
40437 O 09/01/28
0
1793291 964/G01 F 243,000.00 ZZ
360 243,000.00 1
1221 AVOCADO SUMMIT DRIVE 7.125 1,637.14 73
6.875 1,637.14 335,000.00
EL CAJON CA 92019 2 08/13/98 00
0430986539 03 10/01/98 0
40669 O 09/01/28
0
1793293 964/G01 F 240,000.00 ZZ
360 240,000.00 1
15625 JANINE DRIVE 7.125 1,616.92 75
6.875 1,616.92 320,000.00
WHITTIER CA 90603 2 08/13/98 00
0430994830 05 10/01/98 0
40188 O 09/01/28
0
1793298 964/G01 F 335,100.00 ZZ
360 335,100.00 1
10141 STONYBROOK DRIVE 6.875 2,201.37 80
6.625 2,201.37 418,900.00
HUNTINGTON BEAC CA 92646 1 08/12/98 00
0430991448 05 10/01/98 0
40259 O 09/01/28
0
1793312 964/G01 F 429,000.00 ZZ
360 429,000.00 1
1
435 GREEN GLEN WAY 7.625 3,036.44 75
7.375 3,036.44 573,000.00
MILL VALLEY CA 94941 2 08/10/98 00
0430986489 05 10/01/98 0
40131 O 09/01/28
0
1793322 637/G01 F 246,500.00 ZZ
360 246,312.43 1
349 WEST BLUFF AVENUE 7.375 1,702.52 78
7.125 1,702.52 320,000.00
FRESNO CA 93711 2 07/24/98 00
0430992420 05 09/01/98 0
0011206448 O 08/01/28
0
1793324 637/G01 F 383,500.00 ZZ
360 383,208.19 1
1191 BRUCITO AVENUE 7.375 2,648.74 45
7.125 2,648.74 865,000.00
LOS ALTOS CA 94024 2 07/15/98 00
0430999110 05 09/01/98 0
0011193562 O 08/01/28
0
1793329 E22/G01 F 238,000.00 ZZ
360 238,000.00 1
26 PAMPLONA COURT 7.375 1,643.81 80
7.125 1,643.81 297,500.00
SAN RAMON CA 94583 2 08/12/98 00
0411001845 03 10/01/98 0
411001845 O 09/01/28
0
1793337 E22/G01 F 229,000.00 ZZ
360 229,000.00 1
25532 ORCHARD RIM LANE 7.250 1,562.18 74
7.000 1,562.18 312,000.00
LAKE FOREST CA 92630 2 08/13/98 00
0410986392 05 10/01/98 0
410986392 O 09/01/28
0
1793341 637/G01 F 412,000.00 ZZ
360 411,686.49 1
55 CHILD STREET #401 7.375 2,845.59 52
7.125 2,845.59 800,000.00
SAN FRANCISCO CA 94133 2 07/16/98 00
0430992412 01 09/01/98 0
1
0011195401 O 08/01/28
0
1793360 E22/G01 F 264,600.00 ZZ
360 264,600.00 1
14635 SOUTHWEST 133RD AVENUE 7.375 1,827.53 70
7.125 1,827.53 378,000.00
TIGARD OR 97224 1 08/13/98 00
0410939144 05 10/01/98 0
410939144 O 09/01/28
0
1793362 E22/G01 F 185,000.00 ZZ
360 185,000.00 1
9885 SOUTHEAST PLOVER DRIVE 7.000 1,230.81 80
6.750 1,230.81 232,500.00
PORTLAND OR 97236 2 08/10/98 00
0410975320 03 10/01/98 0
410975320 O 09/01/28
0
1793367 992/G01 F 253,600.00 ZZ
360 253,416.45 1
8 DARCI DRIVE 7.625 1,794.97 80
7.375 1,794.97 317,000.00
HOPEWELL JUNCTI NY 12533 1 07/02/98 00
0430985762 05 09/01/98 0
349181 O 08/01/28
0
1793372 992/G01 F 306,000.00 ZZ
360 306,000.00 1
1914 STANLEY DRIVE 7.500 2,139.60 90
7.250 2,139.60 340,000.00
MERRICK NY 11566 1 08/04/98 14
0430997858 05 10/01/98 12
339716 O 09/01/28
0
1793381 992/G01 F 230,800.00 ZZ
360 230,800.00 1
26 CAIL DRIVE 7.375 1,594.08 80
7.125 1,594.08 288,500.00
EAST ROCKAWAY NY 11518 1 08/04/98 00
0430985754 05 10/01/98 0
351265 O 09/01/28
0
1
1793386 992/G01 F 450,000.00 ZZ
360 450,000.00 1
21 HOMESIDE LANE 7.500 3,146.47 89
7.250 3,146.47 510,000.00
WHITE PLAINS NY 10605 1 08/11/98 04
0430985689 05 10/01/98 25
352963 O 09/01/28
0
1793395 992/G01 F 446,000.00 ZZ
240 446,000.00 1
280 CLAYTON ROAD 7.250 3,525.08 68
7.000 3,525.08 665,000.00
SCARSDALE NY 10583 2 07/28/98 00
0430995167 05 10/01/98 0
347459 O 09/01/18
0
1793411 815/G01 F 273,600.00 ZZ
360 273,600.00 1
20 TEMPLER ROAD 7.375 1,889.69 90
7.125 1,889.69 304,000.00
ENGLISHTOWN NJ 07726 1 08/10/98 14
0430996207 05 10/01/98 25
70971 O 09/01/28
0
1793414 956/G01 F 248,000.00 ZZ
360 247,796.72 1
116 DEERFIELD DRIVE 7.000 1,649.95 80
6.750 1,649.95 310,000.00
GOOSE CREEK SC 29445 5 07/15/98 00
0430985093 05 09/01/98 0
908070047 O 08/01/28
0
1793421 E60/G01 F 530,000.00 ZZ
360 530,000.00 1
1323 MILL STREET 7.250 3,615.54 72
7.000 3,615.54 740,000.00
SAN LUIS OBISPO CA 93401 5 08/10/98 00
0430993923 05 10/01/98 0
511078 O 09/01/28
0
1793436 638/G01 F 345,000.00 ZZ
360 344,743.96 1
5115 JUMILLA STREET 7.500 2,412.29 77
7.250 2,412.29 450,000.00
1
SAN DIEGO CA 92124 5 07/31/98 00
0430992586 05 09/01/98 0
8774613 O 08/01/28
0
1793442 B60/G01 F 234,000.00 ZZ
360 233,830.64 1
25532 ALISAL AVENUE 7.625 1,656.24 78
7.375 1,656.24 300,000.00
LAGUNA HILLS CA 92653 2 07/07/98 00
0430997627 05 09/01/98 0
251157 O 08/01/28
0
1793456 665/G01 F 340,000.00 ZZ
360 339,747.67 1
1528 KJELL COURT 7.500 2,377.33 80
7.250 2,377.33 425,000.00
SANTA ROSA CA 95405 2 07/31/98 00
0430990333 05 09/01/98 0
9801223204 O 08/01/28
0
1793462 195/G01 F 504,000.00 ZZ
360 504,000.00 1
540 COLE AVENUE 7.125 3,395.55 80
6.875 3,395.55 630,000.00
PROVIDENCE RI 02906 1 08/20/98 00
0431000116 05 10/01/98 0
57981 O 09/01/28
0
1793468 356/G01 F 254,000.00 ZZ
360 254,000.00 1
3520 SUTTON LOOP 7.375 1,754.32 83
7.125 1,754.32 307,500.00
FREMONT CA 94536 2 07/28/98 19
0430986299 05 10/01/98 12
2551042 O 09/01/28
0
1793473 638/G01 F 198,000.00 ZZ
360 197,837.70 1
595 PORT HARWICK 7.000 1,317.30 80
6.750 1,317.30 248,000.00
CHULA VISTA CA 91913 2 07/22/98 00
0430985150 03 09/01/98 0
08766670 O 08/01/28
0
1
1793504 225/225 F 205,700.00 ZZ
360 205,547.34 1
1341 CLEVELAND ROAD 7.500 1,438.29 74
7.250 1,438.29 280,000.00
GLENDALE CA 91202 2 07/26/98 00
7041957 05 09/01/98 0
7041957 O 08/01/28
0
1793507 664/G01 F 276,800.00 ZZ
360 276,594.57 1
28271 TRAILRIDERS DRIVE 7.500 1,935.43 58
7.250 1,935.43 480,000.00
RANCHO PALOS VE CA 90275 2 07/27/98 00
0430998971 05 09/01/98 0
2685972 O 08/01/28
0
1793624 638/G01 F 240,000.00 ZZ
360 240,000.00 1
980 YUCATAN COURT 7.000 1,596.73 80
6.750 1,596.73 300,000.00
FREMONT CA 94539 2 08/04/98 00
0430988238 05 10/01/98 0
08771346 O 09/01/28
0
1793629 638/G01 F 116,000.00 ZZ
360 116,000.00 1
6784 TUCKER LANE 7.375 801.18 80
7.125 801.18 145,000.00
REDDING CA 96002 2 07/30/98 00
0430984732 05 10/01/98 0
08777961 O 09/01/28
0
1793644 E82/G01 F 366,000.00 ZZ
360 366,000.00 1
440 EMMAS GROVE ROAD 7.250 2,496.76 50
7.000 2,496.76 741,800.00
FLETCHER NC 28732 2 08/20/98 00
0400141842 05 10/01/98 0
0400141842 O 09/01/28
0
1793652 E82/G01 F 333,000.00 ZZ
360 333,000.00 1
1
35800 SOLON ROAD 7.000 2,215.46 79
6.750 2,215.46 425,000.00
SOLON OH 44139 2 08/18/98 00
0400137154 05 10/01/98 0
0400137154 O 09/01/28
0
1793665 E82/G01 F 367,000.00 ZZ
360 367,000.00 1
7830 4TH STREET 7.250 2,503.58 80
7.000 2,503.58 460,000.00
DOWNEY CA 90241 2 08/17/98 00
0400137865 05 10/01/98 0
0400137865 O 09/01/28
0
1793670 638/G01 F 267,000.00 ZZ
360 267,000.00 1
600 ROCK ISLAND CIRCLE 7.250 1,821.41 77
7.000 1,821.41 350,000.00
DANVILLE CA 94526 2 08/01/98 00
0430988212 03 10/01/98 0
8776229 O 09/01/28
0
1793675 638/G01 F 252,000.00 ZZ
360 251,808.25 1
1036 LEO WAY 7.375 1,740.50 80
7.125 1,740.50 315,000.00
OAKLAND CA 94611 2 07/24/98 00
0430988287 05 09/01/98 0
8771116 O 08/01/28
0
1793687 638/G01 F 100,800.00 ZZ
360 100,721.37 1
8 CARMESI 7.250 687.63 80
7.000 687.63 126,000.00
RANCHO SANTA MA CA 92688 5 07/27/98 00
0430989574 01 09/01/98 0
08763018 O 08/01/28
0
1793691 638/G01 F 295,000.00 ZZ
360 295,000.00 1
2246 LOMOND LANE 7.125 1,987.47 59
6.875 1,987.47 500,000.00
WALNUT CREEK CA 94598 5 07/30/98 00
0430990697 05 10/01/98 0
1
08773605 O 09/01/28
0
1793692 E22/G01 F 276,750.00 ZZ
360 276,750.00 1
13 MOUNT VERNON WAY 7.125 1,864.52 90
6.875 1,864.52 307,500.00
HANOVER TOWNSHI NJ 07981 1 08/17/98 04
0410975973 05 10/01/98 25
410975973 O 09/01/28
0
1793696 638/G01 F 448,000.00 ZZ
360 448,000.00 1
4984 RIDING RIDGE ROAD 7.500 3,132.48 80
7.250 3,132.48 560,000.00
SAN DIEGO CA 92130 5 08/03/98 00
0430991935 03 10/01/98 0
08776684 O 09/01/28
0
1793713 638/G01 F 289,900.00 ZZ
360 289,673.85 1
3535 CALLE GAVANZO 7.250 1,977.63 76
7.000 1,977.63 385,000.00
CARLSBAD CA 92009 2 07/28/98 00
0430991521 05 09/01/98 0
08770559 O 08/01/28
0
1793714 638/G01 F 272,000.00 ZZ
360 271,793.03 1
7549 MAY WAY 7.375 1,878.64 80
7.125 1,878.64 340,000.00
SAN RAMON CA 94583 5 07/29/98 00
0430989491 05 09/01/98 0
08773624 O 08/01/28
0
1793718 638/G01 F 384,000.00 ZZ
360 383,728.98 1
2416 MONTGOMERY AVENUE 7.750 2,751.02 80
7.500 2,751.02 480,000.00
ENCINITAS CA 92007 2 07/30/98 00
0430989640 05 09/01/98 0
08773934 O 08/01/28
0
1
1793729 573/G01 F 284,300.00 ZZ
360 284,078.22 1
18789 MCFARLAND AVENUE 7.250 1,939.43 68
7.000 1,939.43 420,000.00
SARATOGA CA 95070 5 07/28/98 00
0430998617 05 09/01/98 0
134722 O 08/01/28
0
1793745 638/G01 F 289,300.00 ZZ
360 289,068.65 1
3071 PROMENADE 7.125 1,949.07 83
6.875 1,949.07 350,000.00
COSTA MESA CA 92626 2 07/30/98 10
0430993741 03 09/01/98 12
08773389 O 08/01/28
0
1793749 638/G01 F 408,000.00 ZZ
360 407,673.73 1
32 BARCELONA 7.125 2,748.77 80
6.875 2,748.77 510,000.00
IRVINE CA 92614 5 07/22/98 00
0430992941 03 09/01/98 0
08773375 O 08/01/28
0
1793752 638/G01 F 188,000.00 ZZ
360 188,000.00 1
100 YOST COURT 7.250 1,282.49 80
7.000 1,282.49 235,000.00
FOLSOM CA 95630 2 08/10/98 00
0430987974 05 10/01/98 0
08772340 O 09/01/28
0
1793758 638/G01 F 412,000.00 ZZ
360 411,694.24 1
4625 VALINDA POINT 7.500 2,880.76 80
7.250 2,880.76 515,000.00
SAN DIEGO CA 92130 5 07/24/98 00
0430993386 03 09/01/98 0
08773380 O 08/01/28
0
1793760 638/G01 F 300,000.00 ZZ
360 300,000.00 1
41 EAST LANTERN ROAD 7.500 2,097.64 70
7.250 2,097.64 430,000.00
1
SMITHFIELD RI 02917 2 08/05/98 00
0430989475 05 10/01/98 0
08774483 O 09/01/28
0
1793761 638/G01 F 320,000.00 ZZ
360 320,000.00 1
211 LAUREL STREET 7.500 2,237.49 53
7.250 2,237.49 610,000.00
MENLO PARK CA 94025 2 08/05/98 00
0430992750 05 10/01/98 0
08778224 O 09/01/28
0
1793769 638/G01 F 112,000.00 ZZ
360 112,000.00 1
10915 SE STARK STREET 7.125 754.56 80
6.875 754.56 140,000.00
PORTLAND OR 97216 1 08/13/98 00
0430991539 05 10/01/98 0
08778177 O 09/01/28
0
1793771 638/G01 F 320,000.00 ZZ
360 320,000.00 1
140 VIA LA CUMBRE 7.375 2,210.16 80
7.125 2,210.16 400,000.00
LARKSPUR CA 94904 2 08/03/98 00
0430991471 05 10/01/98 0
08777156 O 09/01/28
0
1793777 638/G01 F 280,000.00 ZZ
360 279,776.09 1
64 GINGHAM STREET 7.125 1,886.41 80
6.875 1,886.41 350,000.00
TRABUCO CANYON CA 92679 5 07/30/98 00
0430993170 03 09/01/98 0
08774293 O 08/01/28
0
1793780 638/G01 F 145,000.00 ZZ
360 145,000.00 1
805 CLEMENS WAY 7.375 1,001.48 77
7.125 1,001.48 190,000.00
LOMPOC CA 93436 2 08/07/98 00
0430991414 05 10/01/98 0
08775035 O 09/01/28
0
1
1793794 638/G01 F 73,000.00 ZZ
360 73,000.00 1
345 LYCOMING AVENUE 7.750 522.98 70
7.500 522.98 105,000.00
HATBORO BOROUGH PA 19040 2 08/06/98 00
0430991646 05 10/01/98 0
08776477 O 09/01/28
0
1793854 638/G01 F 274,000.00 ZZ
360 273,796.65 1
11848 TREEWIND COURT 7.500 1,915.85 77
7.250 1,915.85 360,000.00
SAN DIEGO CA 92128 2 07/31/98 00
0430991851 05 09/01/98 0
8763519 O 08/01/28
0
1793859 638/G01 F 495,000.00 ZZ
360 494,632.64 1
433 COLE RANCH ROAD 7.500 3,461.11 79
7.250 3,461.11 630,000.00
ENCINITAS CA 92024 2 07/29/98 00
0430992404 05 09/01/98 0
08766645 O 08/01/28
0
1793863 638/G01 F 344,500.00 ZZ
360 344,500.00 1
13060 MORNINGSIDE WAY 7.500 2,408.79 80
7.250 2,408.79 435,000.00
LOS ANGELES CA 90066 2 08/04/98 00
0430992495 05 10/01/98 0
8771198 O 09/01/28
0
1793886 830/G01 F 315,000.00 ZZ
360 315,000.00 1
12108 SOUTH PENDELTON CIR 7.500 2,202.53 29
7.250 2,202.53 1,095,000.00
DRAPER UT 84020 2 08/13/98 00
0430992818 05 10/01/98 0
538673 O 09/01/28
0
1793928 822/G01 F 350,000.00 ZZ
360 350,000.00 1
1
13 BELLINGHAMSHIRE PLACE 7.375 2,417.37 52
7.125 2,417.37 685,000.00
NEW HOPE PA 18938 1 08/12/98 00
0430994939 03 10/01/98 0
1066000138 O 09/01/28
0
1793949 F96/G01 F 307,350.00 ZZ
360 307,350.00 1
121 MUSCONETCONG RIVER ROAD 6.500 1,942.66 90
6.250 1,942.66 341,500.00
LEBANON TOWNSHI NJ 07882 1 08/18/98 10
0430992610 05 10/01/98 25
3102 O 09/01/28
0
1793954 F96/G01 F 124,000.00 ZZ
360 124,000.00 1
101 DEMAREST AVENUE 7.875 899.09 68
7.625 899.09 185,000.00
BLOOMFIELD TOWN NJ 07003 2 08/19/98 00
0430995555 05 10/01/98 0
313 O 09/01/28
0
1794008 246/G01 F 183,200.00 ZZ
360 183,200.00 1
2422 GARNETT DR 6.750 1,188.24 80
6.500 1,188.24 229,000.00
ALEXANDRIA VA 22311 1 08/14/98 00
0430994277 09 10/01/98 0
028333 O 09/01/28
0
1794010 822/G01 F 350,000.00 ZZ
360 349,740.25 1
462 BLUE MOUNTAIN PARKWAY 7.500 2,447.25 69
7.250 2,447.25 511,000.00
HARRISBURG PA 17112 2 07/23/98 00
0430996488 05 09/01/98 0
0146271887 O 08/01/28
0
1794014 F42/G01 F 180,000.00 ZZ
360 180,000.00 1
2677 ISLAND CHANNEL ROAD 7.250 1,227.92 55
7.000 1,227.92 330,000.00
SEAFORD NY 11783 1 08/06/98 00
0430998203 05 10/01/98 0
1
NY06119814 O 09/01/28
0
1794046 685/G01 F 380,000.00 ZZ
360 380,000.00 1
9633 AMESTOY AVENUE 7.500 2,657.02 80
7.250 2,657.02 475,000.00
LOS ANGELES CA 91325 5 08/14/98 00
0430990127 05 10/01/98 0
114677 O 09/01/28
0
1794115 E22/G01 F 418,000.00 ZZ
360 418,000.00 1
1059 TEHAMA AVENUE 7.750 2,994.60 77
7.500 2,994.60 545,000.00
MENLO PARK CA 94025 2 08/12/98 00
0410966626 05 10/01/98 0
410966626 O 09/01/28
0
1794125 B64/G01 F 380,000.00 T
360 380,000.00 1
664 HUGHES ST 7.125 2,560.14 70
6.875 2,560.14 550,000.00
CAPE MAY NJ 08204 2 08/14/98 00
0430994301 05 10/01/98 0
65097 O 09/01/28
0
1794171 E82/G01 F 285,300.00 ZZ
360 285,300.00 1
5813 CHAMBERTIN DRIVE 6.875 1,874.22 71
6.625 1,874.22 405,000.00
SAN JOSE CA 95118 5 08/18/98 00
0400140513 03 10/01/98 0
0400140513 O 09/01/28
0
1794175 F88/G01 F 650,000.00 ZZ
360 650,000.00 1
1743 SPUMANTE PLACE 7.875 4,712.95 64
7.625 4,712.95 1,025,000.00
PLEASANTON CA 94566 2 08/11/98 00
0430997684 05 10/01/98 0
98070048 O 09/01/28
0
1
1794278 E82/G01 F 291,000.00 ZZ
360 291,000.00 1
2519 MINTON DRIVE 7.250 1,985.13 77
7.000 1,985.13 379,000.00
MOON TOWNSHIP PA 15108 2 08/18/98 00
0400128765 05 10/01/98 0
0400128765 O 09/01/28
0
1794307 637/G01 F 362,000.00 ZZ
360 361,731.34 1
2725 BARCLAY WAY 7.500 2,531.16 77
7.250 2,531.16 475,000.00
BELMONT CA 94002 5 07/16/98 00
0430994160 05 09/01/98 0
0010929867 O 08/01/28
0
1794308 637/G01 F 269,500.00 ZZ
360 269,299.99 1
1500 MAJORCA DRIVE 7.500 1,884.39 53
7.250 1,884.39 515,000.00
MORGAN HILL CA 95037 2 07/23/98 00
0430998518 05 09/01/98 0
0010930287 O 08/01/28
0
1794314 637/G01 F 258,000.00 ZZ
360 257,803.67 1
1421 MERCER AVENUE 7.375 1,781.95 62
7.125 1,781.95 420,000.00
SAN JOSE CA 95125 2 07/14/98 00
0430993865 05 09/01/98 0
0010925469 O 08/01/28
0
1794315 637/G01 F 650,000.00 ZZ
360 649,505.40 1
23251 PARTRIDGE LANE 7.375 4,489.39 52
7.125 4,489.39 1,250,000.00
LOS ALTOS CA 94024 5 07/24/98 00
0430997395 05 09/01/98 0
0010125748 O 08/01/28
0
1794356 356/G01 F 610,500.00 ZZ
360 610,500.00 1
204 FIELDCREST CT 7.375 4,216.58 65
7.125 4,216.58 950,000.00
1
DANVILLE CA 94506 2 08/10/98 00
0430993287 03 10/01/98 0
2552867 O 09/01/28
0
1794362 F63/G01 F 387,000.00 ZZ
360 387,000.00 1
5010 DOUBLE POINT WAY 7.375 2,672.91 64
7.125 2,672.91 610,000.00
DISCOVERY BAY CA 94514 2 08/05/98 00
0430997148 05 10/01/98 0
23368 O 09/01/28
0
1794363 F63/G01 F 352,000.00 ZZ
360 352,000.00 1
84 WILBURN AVENUE 7.625 2,491.43 42
7.375 2,491.43 850,000.00
ATHERTON CA 94027 2 08/11/98 00
0431001031 05 10/01/98 0
23387 O 09/01/28
0
1794366 E26/G01 F 238,000.00 ZZ
360 238,000.00 1
2524 BISCAYNE PLACE 7.500 1,664.14 83
7.250 1,664.14 289,000.00
FULLERTON CA 92633 2 08/07/98 11
0430999151 05 10/01/98 12
34800685 O 09/01/28
0
1794373 654/G01 F 411,750.00 ZZ
360 411,750.00 1
3153 HILLTOP DRIVE 7.250 2,808.86 75
7.000 2,808.86 549,000.00
VENTURA CA 93003 5 08/14/98 00
0430995076 05 10/01/98 0
71001645 O 09/01/28
0
1794384 168/168 F 275,000.00 ZZ
360 275,000.00 1
301 ASHAROKEN AVENUE 7.375 1,899.36 70
7.125 1,899.36 393,000.00
NORTHPORT NY 11768 1 08/10/98 00
0189379391 05 10/01/98 0
0189379391 O 09/01/28
0
1
1794412 893/G01 F 301,500.00 ZZ
360 301,500.00 1
615 KELMORE STREET 7.750 2,159.99 70
7.500 2,159.99 435,000.00
MOSS BEACH CA 94038 2 08/10/98 00
0430994210 05 10/01/98 0
1980748 O 09/01/28
0
1794413 893/G01 F 326,000.00 ZZ
360 326,000.00 1
1800 ST FRANCIS WAY 7.125 2,196.33 49
6.875 2,196.33 675,000.00
SAN CARLOS CA 94070 2 08/05/98 00
0430994145 05 10/01/98 0
1980736 O 09/01/28
0
1794437 439/G01 F 440,000.00 ZZ
360 440,000.00 1
1116 VIA MEDIA 7.450 3,061.50 73
7.200 3,061.50 610,000.00
LAFAYETTE CA 94549 5 08/06/98 00
0430989343 05 10/01/98 0
019774686 O 09/01/28
0
1794459 136/136 F 220,000.00 ZZ
360 220,000.00 1
262 WOODCREST ROAD 7.000 1,463.67 67
6.750 1,463.67 329,900.00
PARAMUS NJ 07652 1 08/14/98 00
4534790 05 10/01/98 0
4534790 O 09/01/28
0
1794556 E82/G01 F 330,000.00 ZZ
360 330,000.00 1
700 SEA BREEZE DRIVE 7.375 2,279.23 80
7.125 2,279.23 415,000.00
SEAL BEACH CA 90740 2 08/21/98 00
0400137675 05 10/01/98 0
0400137675 O 09/01/28
0
1794598 A35/G01 F 260,000.00 ZZ
360 260,000.00 1
1
33 WHITECLIFF LANE 7.875 1,885.18 80
7.625 1,885.18 327,703.00
NESCONSET NY 11767 1 08/05/98 00
0430999078 05 10/01/98 0
0000 O 09/01/28
0
1794601 E22/G01 F 212,000.00 ZZ
360 211,846.56 1
10 VALLEY FORGE DRIVE 7.625 1,500.52 75
7.375 1,500.52 283,500.00
EAST BRUNSWICK NJ 08816 1 07/23/98 00
0410882823 05 09/01/98 0
410882823 O 08/01/28
0
1794660 E22/G01 F 412,000.00 ZZ
360 412,000.00 1
607 HILLCREST ROAD 7.250 2,810.57 80
7.000 2,810.57 515,000.00
RIDGEWOOD NJ 07450 1 08/21/98 00
0410964563 05 10/01/98 0
410964563 O 09/01/28
0
1794667 E22/G01 F 322,500.00 ZZ
360 322,500.00 1
508 CALLE CORVO 7.375 2,227.43 75
7.125 2,227.43 430,000.00
SANTA FE NM 87501 2 08/17/98 00
0410981716 05 10/01/98 0
410981716 O 09/01/28
0
1794683 H10/H10 F 272,000.00 ZZ
360 271,798.14 1
6 MOUNTAIN COURT 7.500 1,901.86 80
7.250 1,901.86 340,000.00
WATCHUNG NJ 07060 1 07/30/98 00
12129356 05 09/01/98 0
12129356 O 08/01/28
0
1794689 H10/H10 F 275,000.00 ZZ
360 274,795.91 1
44 POWDERHORN DRIVE 7.500 1,922.84 78
7.250 1,922.84 355,000.00
WAYNE NJ 07470 1 07/31/98 00
12127752 05 09/01/98 0
1
12127752 O 08/01/28
0
1794714 E22/G01 F 600,000.00 ZZ
360 600,000.00 1
624 BANISTER LANE 7.375 4,144.05 76
7.125 4,144.05 795,000.00
ALAMO CA 94507 2 08/12/98 00
0410993844 03 10/01/98 0
410993844 O 09/01/28
0
1794908 E22/G01 F 140,000.00 ZZ
360 140,000.00 1
11992 LOCH LOMOND ROAD 7.250 955.05 63
7.000 955.05 225,000.00
COBB CA 95426 5 08/18/98 00
0411001779 05 10/01/98 0
411001779 O 09/01/28
0
1794998 893/G01 F 271,200.00 ZZ
360 271,200.00 1
15635 ANCHORAGE COURT 7.875 1,966.39 80
7.625 1,966.39 339,000.00
SAN LEANDRO CA 94579 2 08/18/98 00
0430995894 03 10/01/98 0
1980713 O 09/01/28
0
1795161 F96/G01 F 340,000.00 ZZ
360 340,000.00 1
14 BENNINGTON ROAD 7.375 2,348.30 80
7.125 2,348.30 425,000.00
MORRIS TOWNSHIP NJ 07961 1 08/24/98 00
0430994152 05 10/01/98 0
3069 O 09/01/28
0
1795171 F18/G01 F 315,000.00 ZZ
360 315,000.00 1
2071 LITCHFIELD PL 7.625 2,229.56 75
7.375 2,229.56 420,000.00
SANTA CLARA CA 95051 5 08/12/98 00
0430993915 03 10/01/98 0
UNKNOWN O 09/01/28
0
1
1795274 E22/G01 F 176,000.00 ZZ
360 176,000.00 1
5 CASTLE RIDGE DRIVE 7.250 1,200.63 80
7.000 1,200.63 220,000.00
EAST HANOVER NJ 07936 2 08/13/98 00
0410968754 01 10/01/98 0
410968754 O 09/01/28
0
1795438 225/225 F 236,500.00 ZZ
360 235,984.52 1
9900 GLADE AVENUE 7.750 1,694.32 76
7.500 1,694.32 312,000.00
CHATSWORTH AREA CA 91311 2 05/05/98 00
7019491 05 07/01/98 0
7019491 O 06/01/28
0
1795472 593/593 F 112,000.00 ZZ
360 111,914.77 1
642 NORTH 400 WEST 7.375 773.56 83
7.125 773.56 136,000.00
SPRINGVILLE UT 84663 4 07/16/98 12
0007066020 05 09/01/98 12
0007066020 O 08/01/28
0
1795593 685/G01 F 220,000.00 ZZ
360 220,000.00 1
2459 MALLARD DRIVE 7.875 1,595.15 80
7.625 1,595.15 275,000.00
WALNUT CREEK CA 94596 2 08/13/98 00
0430995696 05 10/01/98 0
112407 O 09/01/28
0
1795655 E09/G01 F 318,800.00 ZZ
360 318,800.00 1
53 PHEASANT RIDGE DRIVE 7.375 2,201.87 87
7.125 2,201.87 370,000.00
HENDERSON NV 89014 2 08/24/98 01
0431001130 05 10/01/98 25
01003391 O 09/01/28
0
1795672 F63/G01 F 314,000.00 ZZ
360 314,000.00 1
6453 WESTOVER DRIVE 7.500 2,195.53 70
7.250 2,195.53 450,000.00
1
OAKLAND CA 94611 5 07/30/98 00
0431000330 05 10/01/98 0
23347 O 09/01/28
0
1795719 638/G01 F 402,500.00 ZZ
360 402,500.00 1
4408 BRAEBURN RD 7.625 2,848.87 74
7.375 2,848.87 550,000.00
SAN DIEGO CA 92116 2 08/10/98 00
0430994814 05 10/01/98 0
8776904 O 09/01/28
0
1795754 E22/G01 F 424,000.00 ZZ
360 424,000.00 1
10663 CHIPPENHAM ROAD 7.375 2,928.46 80
7.125 2,928.46 530,000.00
CAMARILLO CA 93012 2 08/17/98 00
0411002488 05 10/01/98 0
411002488 O 09/01/28
0
1795846 E82/G01 F 997,500.00 ZZ
360 997,500.00 1
2680 ASPEN SPRINGS DRIVE 7.250 6,804.70 25
7.000 6,804.70 4,000,000.00
PARK CITY UT 84060 2 08/26/98 00
0400141529 05 10/01/98 0
0400141529 O 09/01/28
0
1795852 E82/G01 F 444,000.00 ZZ
360 444,000.00 1
80 LAMBERT RIDGE 7.500 3,104.51 80
7.250 3,104.51 555,738.00
CROSS RIVER NY 10518 1 08/27/98 00
0400138442 05 10/01/98 0
0400138442 O 09/01/28
0
1795853 E82/G01 F 242,400.00 ZZ
360 242,400.00 1
16105 PROMONTORY ROAD 7.125 1,633.09 80
6.875 1,633.09 303,000.00
CHINO HILLS CA 91709 2 08/24/98 00
0400139614 03 10/01/98 0
0400139614 O 09/01/28
0
1
1795885 E22/G01 F 469,750.00 ZZ
360 469,750.00 1
8405 WELLER AVENUE 7.125 3,164.79 78
6.875 3,164.79 605,000.00
MCLEAN VA 22102 1 08/20/98 00
0410999742 03 10/01/98 0
410999742 O 09/01/28
0
1795887 E22/G01 F 240,000.00 ZZ
360 240,000.00 1
47 LAURELTON ROAD 7.500 1,678.11 80
7.250 1,678.11 300,000.00
MOUNT KISCO NY 10549 2 08/18/98 00
0410963243 05 10/01/98 0
410963243 O 09/01/28
0
1795960 822/G01 F 269,960.00 ZZ
360 269,960.00 1
1420 RIDGEWOOD LANE 7.250 1,841.61 80
7.000 1,841.61 337,450.00
NEWTOWN PA 18940 1 08/14/98 00
0431000298 05 10/01/98 0
1066000167 O 09/01/28
0
1795979 144/144 F 272,000.00 ZZ
360 272,000.00 1
20 BROOK STREET 7.250 1,855.52 80
7.000 1,855.52 340,000.00
MT KISCO NY 10549 4 08/19/98 00
160619908 05 10/01/98 0
160619908 O 09/01/28
0
1795981 822/G01 F 320,500.00 ZZ
360 320,500.00 1
1025 MESSNER ROAD 6.875 2,105.46 73
6.625 2,105.46 445,000.00
CHESTER SPRINGS PA 19425 2 08/10/98 00
0431000413 05 10/01/98 0
136089417 O 09/01/28
0
1796012 638/G01 F 413,000.00 ZZ
360 413,000.00 1
1
2308 TREE CREEK PLACE 7.500 2,887.76 59
7.250 2,887.76 700,000.00
DANVILLE CA 94506 2 08/06/98 00
0430995969 05 10/01/98 0
8775643 O 09/01/28
0
1796054 638/G01 F 267,400.00 ZZ
360 267,201.55 1
2716 LA GOLONDRINA STREET 7.500 1,869.70 85
7.250 1,869.70 315,000.00
CARLSBAD CA 92009 2 07/31/98 10
0431000827 05 09/01/98 12
08772168 O 08/01/28
0
1796055 638/G01 F 312,000.00 ZZ
360 312,000.00 1
2008 CREST DRIVE 7.375 2,154.91 52
7.125 2,154.91 600,000.00
ENCINITAS CA 92024 2 08/07/98 00
0430996033 05 10/01/98 0
8775227 O 09/01/28
0
1796057 638/G01 F 360,000.00 ZZ
360 360,000.00 1
2588 N.W. 126TH AVENUE 7.375 2,486.43 80
7.125 2,486.43 450,000.00
PORTLAND OR 97229 2 08/04/98 00
0431000918 03 10/01/98 0
08773682 O 09/01/28
0
1796070 638/G01 F 240,000.00 ZZ
360 240,000.00 1
3729 MYRTLE AVENUE 7.375 1,657.62 80
7.125 1,657.62 300,000.00
LONG BEACH CA 90807 5 07/30/98 00
0430997056 05 10/01/98 0
8775434 O 09/01/28
0
1796072 638/G01 F 320,000.00 ZZ
360 320,000.00 1
3432 HOLDERMAN DRIVE 7.250 2,182.96 80
7.000 2,182.96 400,000.00
SAN JOSE CA 95148 5 08/04/98 00
0431000884 05 10/01/98 0
1
08750911 O 09/01/28
0
1796074 638/G01 F 208,000.00 ZZ
360 208,000.00 1
4731 ANDREA WAY 7.375 1,436.60 78
7.125 1,436.60 270,000.00
UNION CITY CA 94587 2 08/13/98 00
0431000900 03 10/01/98 0
08750591 O 09/01/28
0
1796089 638/G01 F 249,300.00 ZZ
360 249,300.00 1
166 NORTH PASEO RIO BLANCO 7.500 1,743.14 90
7.250 1,743.14 277,000.00
ANAHEIM CA 92807 2 08/04/98 14
0431000736 05 10/01/98 25
08779101 O 09/01/28
0
1796096 638/G01 F 324,000.00 ZZ
360 324,000.00 1
5758 CHAMBERTIN DRIVE 7.500 2,265.46 80
7.250 2,265.46 405,000.00
SAN JOSE CA 95118 5 08/12/98 00
0431000637 03 10/01/98 0
08779816 O 09/01/28
0
1796097 995/G01 F 312,000.00 ZZ
360 312,000.00 1
8 LAUREL AVENUE 7.500 2,181.55 80
7.250 2,181.55 390,000.00
TENAFLY NJ 07670 1 08/20/98 00
0430998013 05 10/01/98 0
10032099 O 09/01/28
0
1796186 822/G01 F 360,000.00 ZZ
360 360,000.00 1
1 MERCER GATE 7.375 2,486.44 59
7.125 2,486.44 615,000.00
DOYLESTOWN PA 18901 1 08/14/98 00
0430997866 03 10/01/98 0
0726000149 O 09/01/28
0
1
1796209 E01/G01 F 221,250.00 ZZ
360 221,250.00 1
245-06 81ST STREET 7.000 1,471.98 75
6.750 1,471.98 295,000.00
BELLROSE NY 11426 1 08/28/98 00
0430999896 05 10/01/98 0
98C3071 O 09/01/28
0
1796263 E22/G01 F 279,550.00 ZZ
360 279,550.00 1
944 MALONE ROAD 7.500 1,954.65 68
7.250 1,954.65 415,000.00
SAN JOSE CA 95125 5 08/19/98 00
0411018385 05 10/01/98 0
411018385 O 09/01/28
0
1796280 964/G01 F 548,000.00 ZZ
360 548,000.00 1
1 PASEO WAY 7.375 3,784.90 50
7.125 3,784.90 1,110,000.00
GREENBRAE CA 94904 2 08/10/98 00
0431000835 05 10/01/98 0
39800 O 09/01/28
0
1796302 893/G01 F 340,000.00 ZZ
360 340,000.00 1
1110 BORANDA AVENUE 6.875 2,233.56 55
6.625 2,233.56 625,000.00
MOUNTAIN VIEW CA 94040 2 08/18/98 00
0431000843 03 10/01/98 0
1980742 O 09/01/28
0
1796313 964/G01 F 500,000.00 ZZ
360 500,000.00 1
324 BRETANO WAY 7.500 3,496.07 75
7.250 3,496.07 675,000.00
GREENBRAE CA 94904 5 08/13/98 00
0431000801 05 10/01/98 0
37512 O 09/01/28
0
1796388 964/G01 F 325,000.00 ZZ
360 325,000.00 1
257 PARKER AVENUE 7.125 2,189.59 48
6.875 2,189.59 680,000.00
1
SAN FRANCISCO CA 94118 5 08/13/98 00
0430997775 05 10/01/98 0
700411 O 09/01/28
0
1796451 E22/G01 F 113,500.00 ZZ
360 113,500.00 1
8 COACH DRIVE 7.875 822.95 79
7.625 822.95 145,000.00
HAZLET NJ 07730 2 08/21/98 00
0410967095 05 10/01/98 0
410967095 O 09/01/28
0
1796475 E22/G01 F 320,000.00 ZZ
360 320,000.00 1
24 VISTA DRIVE 7.500 2,237.49 80
7.250 2,237.49 405,000.00
ARROYO SECO NM 87514 1 08/17/98 00
0410994032 03 10/01/98 0
410994032 O 09/01/28
0
1796498 E22/G01 F 277,000.00 ZZ
360 277,000.00 1
CAMINO ARCO IRIS 7.750 1,984.46 66
7.500 1,984.46 425,000.00
CORRALES NM 87048 4 08/26/98 00
0411003866 05 10/01/98 0
411003866 O 09/01/28
0
1796502 638/G01 F 364,000.00 ZZ
240 363,352.68 1
61 FIELDSTONE ROAD 7.625 2,960.24 80
7.375 2,960.24 455,000.00
SKILLMAN NJ 08558 2 07/31/98 00
0430999441 05 09/01/98 0
8775475 O 08/01/18
0
1796686 E66/E66 F 300,000.00 ZZ
360 299,760.09 1
133 RIVER HILL DRIVE 7.125 2,021.16 74
6.875 2,021.16 406,000.00
ADVANCE NC 27006 2 08/06/98 00
600427854 03 09/01/98 0
600427854 O 08/01/28
0
1
1796692 439/G01 F 335,000.00 ZZ
360 335,000.00 1
95 MAPLE LEAF WAY 7.400 2,319.48 18
7.150 2,319.48 1,900,000.00
ATHERTON CA 94027 5 08/14/98 00
0430996512 05 10/01/98 0
19788439 O 09/01/28
0
1796720 439/G01 F 290,000.00 ZZ
360 290,000.00 1
2713 MONTROSE PLACE 7.150 1,958.68 65
6.900 1,958.68 450,000.00
SANTA BARBARA CA 93105 5 08/12/98 00
0430996538 05 10/01/98 0
019772268 O 09/01/28
0
1796734 439/G01 F 483,000.00 ZZ
360 483,000.00 1
15015 MC KENDREE AVENUE 7.450 3,360.69 69
7.200 3,360.69 700,000.00
PACIFIC PALISAD CA 90272 5 07/29/98 00
0430996579 05 10/01/98 0
019721190 O 09/01/28
0
1796776 439/G01 F 235,000.00 ZZ
360 235,000.00 1
20971 RAINTREE LANE 7.600 1,659.28 65
7.350 1,659.28 362,000.00
TRABUCO CANYON CA 92679 2 07/31/98 00
0430996637 03 10/01/98 0
019693589 O 09/01/28
0
1796912 439/G01 F 260,000.00 ZZ
360 259,812.76 1
1028 EVE LANE 7.650 1,844.74 80
7.400 1,844.74 325,000.00
LIVERMORE CA 94550 2 07/13/98 00
0430996678 05 09/01/98 0
019588474 O 08/01/28
0
1796921 439/G01 F 282,000.00 ZZ
360 282,000.00 1
1
1078 HEDGECROFT PLACE 7.300 1,933.32 60
7.050 1,933.32 470,000.00
SAN JOSE CA 95120 2 07/31/98 00
0430996728 05 10/01/98 0
019764752 O 09/01/28
0
1796980 E22/G01 F 300,000.00 ZZ
360 300,000.00 1
6461 HIDDEN CREEK COURT 7.500 2,097.64 75
7.250 2,097.64 400,000.00
SAN JOSE CA 95120 5 08/19/98 00
0410994768 05 10/01/98 0
410994768 O 09/01/28
0
1796988 E22/G01 F 178,500.00 ZZ
360 178,500.00 1
5637 SUNNYSLOPE AVENUE 7.625 1,263.41 75
7.375 1,263.41 238,000.00
LOS ANGELES CA 91401 2 08/20/98 00
0411013907 05 10/01/98 0
411013907 O 09/01/28
0
1797184 665/G01 F 280,000.00 ZZ
360 280,000.00 1
9 CRATER LAKE WAY 7.125 1,886.41 72
6.875 1,886.41 392,000.00
PACIFICA CA 94044 5 08/19/98 00
0431001254 05 10/01/98 0
9801223455 O 09/01/28
0
1797217 B23/G01 F 265,000.00 ZZ
360 265,000.00 1
29005 VIA PASATIEMPO 7.250 1,807.77 68
7.000 1,807.77 395,000.00
LAGUNA NIGUEL CA 92677 2 08/13/98 00
0430998922 05 10/01/98 0
88002867 O 09/01/28
0
1797222 420/G01 F 152,000.00 ZZ
360 152,000.00 1
956 DILLO STREET 6.750 985.87 80
6.500 985.87 190,000.00
SAN LEANDRO CA 94578 1 08/12/98 00
0430998161 05 10/01/98 0
1
367243 O 09/01/28
0
1797251 E22/G01 F 256,750.00 ZZ
360 256,750.00 1
121 EAST RINCON AVENUE 7.875 1,861.62 75
7.625 1,861.62 345,000.00
CAMPBELL CA 95008 2 08/20/98 00
0410807770 09 10/01/98 0
410807770 O 09/01/28
0
1797269 E22/G01 F 86,000.00 ZZ
360 86,000.00 1
5516 THORNBURG DRIVE 6.750 557.79 72
6.500 557.79 121,000.00
WAKE FOREST NC 27587 1 08/25/98 00
0411021132 05 10/01/98 0
411021132 O 09/01/28
0
1797294 E22/G01 F 150,000.00 ZZ
360 150,000.00 1
826 COLUMBUS DRIVE 7.875 1,087.60 53
7.625 1,087.60 285,000.00
TEANECK NJ 07666 1 08/27/98 00
0410972434 05 10/01/98 0
410972434 O 09/01/28
0
1797296 E22/G01 F 520,000.00 ZZ
360 520,000.00 1
2525 N. COVELL LANE 7.250 3,547.32 80
7.000 3,547.32 650,000.00
EDMOND OK 73034 2 08/21/98 00
0411013014 05 10/01/98 0
411013014 O 09/01/28
0
1797309 685/G01 F 238,800.00 ZZ
360 238,800.00 1
1696 SANTIAGO DRIVE 7.875 1,731.47 87
7.625 1,731.47 275,000.00
HENDERSON NV 89014 2 08/12/98 01
0430997676 05 10/01/98 25
205234 O 09/01/28
0
1
1797395 E82/G01 F 440,000.00 ZZ
360 440,000.00 1
12 TREERIDGE LANE 7.250 3,001.58 74
7.000 3,001.58 600,000.00
IRVINE CA 92620 5 08/24/98 00
0400138905 03 10/01/98 0
0400138905 O 09/01/28
0
1797601 593/593 F 142,200.00 ZZ
360 141,752.22 1
756 WEST 425 NORTH 7.250 970.06 90
7.000 970.06 158,000.00
LINDON UT 84042 2 04/28/98 12
7063027 05 06/01/98 25
7063027 O 05/01/28
0
1797606 593/593 F 108,300.00 ZZ
360 108,130.51 1
315 WEST 650 NORTH 7.250 738.80 83
7.000 738.80 132,000.00
SPRINGVILLE UT 84663 4 06/25/98 12
6528418 05 08/01/98 12
6528418 O 07/01/28
0
2649195 696/G01 F 261,600.00 ZZ
360 260,952.95 1
6448 JEFFERSON PLACE 7.000 1,740.43 80
6.750 1,740.43 327,000.00
MCLEAN VA 22101 1 05/29/98 00
0430827576 05 07/01/98 0
2268117 O 06/01/28
0
2664108 354/354 F 264,000.00 ZZ
360 263,451.35 1
391 HIGHLAND AVENUE 7.875 1,914.19 80
7.625 1,914.19 330,000.00
UPPER MONTCLAIR NJ 07043 1 06/12/98 00
0021911698 05 07/01/98 0
0021911698 O 06/01/28
0
2664115 354/354 F 292,000.00 ZZ
360 291,393.15 1
5 EAST 22ND STREET UNIT #15F 7.875 2,117.21 80
7.625 2,117.21 365,000.00
1
NEW YORK NY 10010 1 05/28/98 00
0021993662 05 07/01/98 0
0021993662 O 06/01/28
0
2665668 696/G01 F 158,400.00 ZZ
360 158,263.62 1
103 JAMES DRIVE, SW 6.750 1,027.38 80
6.500 1,027.38 198,000.00
VIENNA VA 22180 1 07/30/98 00
0430928515 05 09/01/98 0
2178175 O 08/01/28
0
2665674 696/G01 F 465,000.00 ZZ
360 464,618.84 1
2003 SPRING BRANCH DRIVE 7.000 3,093.66 74
6.750 3,093.66 635,000.00
VIENNA VA 22181 1 07/30/98 00
0430928937 05 09/01/98 0
2378237 O 08/01/28
0
2667510 696/G01 F 495,600.00 ZZ
360 495,193.76 1
9017 VERNON VIEW DRIVE 7.000 3,297.24 80
6.750 3,297.24 619,500.00
ALEXANDRIA VA 22308 1 07/27/98 00
0430958264 05 09/01/98 0
2278158 O 08/01/28
0
2668214 696/G01 F 111,900.00 ZZ
360 111,900.00 1
11573 EMBERS COURT 7.000 744.47 80
6.750 744.47 139,900.00
RESTON VA 20191 1 08/07/98 00
0430960336 03 10/01/98 0
2328144 O 09/01/28
0
2668623 G75/G75 F 239,200.00 ZZ
360 238,999.04 1
3 BRIDLEWOOD COURT 6.875 1,571.38 80
6.625 1,571.38 299,000.00
TABERNACLE NJ 08088 1 07/17/98 00
03590103 05 09/01/98 0
03590103 O 08/01/28
0
1
2668626 G75/G75 F 272,000.00 ZZ
360 271,765.81 1
7571 FALKLAND DRIVE 6.750 1,764.19 80
6.500 1,764.19 340,000.00
GAINESVILLE VA 20155 1 07/10/98 00
03597513 05 09/01/98 0
03597513 O 08/01/28
0
2668632 G75/G75 F 275,000.00 ZZ
360 274,650.96 1
3 BONNIE DRIVE 7.625 1,946.44 58
7.375 1,946.44 475,000.00
FORT SALONGA NY 11768 1 07/16/98 00
03531262 05 09/01/98 0
03531262 O 08/01/28
0
2668637 G75/G75 F 288,000.00 ZZ
360 287,780.85 1
213 HIGHLAND AVE. 7.375 1,989.15 90
7.125 1,989.15 320,000.00
WALLINGFORD PA 19086 1 07/31/98 14
03555123 05 09/01/98 25
03555123 O 08/01/28
0
2668638 G75/G75 F 350,000.00 ZZ
360 349,740.24 1
11 RIPPLING BROOK WAY 7.500 2,447.26 76
7.250 2,447.26 465,000.00
RANDOLPH NJ 07869 1 07/28/98 00
03592537 05 09/01/98 0
03592537 O 08/01/28
0
2668639 G75/G75 F 450,000.00 ZZ
360 449,666.03 1
95 COBB ROAD 7.500 3,146.47 62
7.250 3,146.47 737,000.00
MOUNTAIN LAKES NJ 07046 1 07/15/98 00
03553030 05 09/01/98 0
03553030 O 08/01/28
0
2668641 G75/G75 F 280,000.00 ZZ
360 279,583.08 1
1
49 EAST CENTRAL AVENUE 7.500 1,957.81 89
7.250 1,957.81 315,000.00
MOORESTOWN TOWN NJ 08057 1 06/26/98 10
03507716 05 08/01/98 25
03507716 O 07/01/28
0
2668642 G75/G75 F 249,750.00 ZZ
360 249,001.61 1
5 EMERSON PLACE 7.500 1,746.29 90
7.250 1,746.29 277,500.00
MONTCLAIR NJ 07042 1 04/14/98 14
03516854 05 06/01/98 25
03516854 O 05/01/28
0
2668644 G75/G75 F 293,400.00 ZZ
360 292,973.93 1
19 VLIET DRIVE 7.625 2,076.67 90
7.375 2,076.67 326,000.00
BELLE MEAD NJ 08502 1 06/18/98 14
03520295 05 08/01/98 25
03520295 O 07/01/28
0
2668645 G75/G75 F 500,000.00 ZZ
360 498,976.74 1
90 TOWER HILL ROAD 7.000 3,326.52 69
6.750 3,326.52 726,000.00
MOUNTAIN LAKES NJ 07046 1 06/22/98 00
03509075 05 08/01/98 0
03509075 O 07/01/28
0
2668650 G75/G75 F 242,000.00 ZZ
360 239,383.54 1
44 ROSE LANE 7.750 1,733.72 79
7.500 1,733.72 310,000.00
ROCKAWAY NJ 07866 2 06/11/98 00
03559359 05 08/01/98 0
03559359 O 07/01/28
0
2668653 G75/G75 F 270,850.00 ZZ
360 270,466.42 1
28 GUNTHER LOOP 7.750 1,940.41 90
7.500 1,940.41 300,957.00
FRANKLIN NJ 08873 1 07/01/98 14
03409453 05 08/01/98 25
1
03409453 O 07/01/28
0
2668660 G75/G75 F 328,100.00 ZZ
360 327,831.06 1
6 SCHEURMAN TERRACE 7.000 2,182.86 75
6.750 2,182.86 437,500.00
GREEN BROOK TWP NJ 08812 1 07/15/98 00
03490668 05 09/01/98 0
03490668 O 08/01/28
0
2668661 G75/G75 F 271,500.00 ZZ
360 271,125.07 1
9406 FERRY LANDING COURT 7.875 1,968.57 79
7.625 1,968.57 345,000.00
ALEXANDRIA VA 22309 2 06/25/98 00
03548596 05 08/01/98 0
03548596 O 07/01/28
0
2668663 G75/G75 F 250,000.00 ZZ
360 249,636.95 1
7 BARTON WAY 7.625 1,769.49 60
7.375 1,769.49 420,900.00
BERNARDS NJ 07920 1 06/11/98 00
03482217 09 08/01/98 0
03482217 O 07/01/28
0
2668664 G75/G75 F 220,000.00 ZZ
360 219,647.08 1
26005 TALAMORE DRIVE 7.125 1,482.19 80
6.875 1,482.19 275,000.00
SOUTH RIDING VA 20152 1 06/23/98 00
03519002 03 08/01/98 0
03519002 O 07/01/28
0
2668668 G75/G75 F 257,000.00 ZZ
360 256,617.33 1
6 CHESHIRE COURT 7.500 1,796.99 69
7.250 1,796.99 375,000.00
CLINTON TOWNSHI NJ 08833 1 06/30/98 00
03532137 05 08/01/98 0
03532137 O 07/01/28
0
1
2668670 G75/G75 F 275,000.00 ZZ
360 274,569.64 1
141 HILLCREST AVENUE 7.250 1,875.99 50
7.000 1,875.99 550,000.00
SUMMIT NJ 07901 2 06/05/98 00
03553042 05 08/01/98 0
03553042 O 07/01/28
0
2668671 G75/G75 F 504,000.00 ZZ
360 503,606.83 1
307 LONGHILL DRIVE 7.250 3,438.17 80
7.000 3,438.17 630,000.00
MILLBURN NJ 07078 2 07/16/98 00
03583792 05 09/01/98 0
03583792 O 08/01/28
0
2668675 G75/G75 F 259,100.00 ZZ
360 258,714.21 1
3 SALLY COURT 7.500 1,811.67 90
7.250 1,811.67 287,900.00
BRIDGEWATER NJ 08807 1 06/26/98 14
03562320 05 08/01/98 25
03562320 O 07/01/28
0
2668677 G75/G75 F 118,400.00 ZZ
360 118,214.71 1
1625 NEW HOPE STREET 7.250 807.70 80
7.000 807.70 148,000.00
NORRISTOWN PA 19401 1 06/24/98 00
03541225 05 08/01/98 0
03541225 O 07/01/28
0
2668679 G75/G75 F 313,200.00 ZZ
360 312,967.56 1
4 RD BIG SPRING 7.500 2,189.94 90
7.250 2,189.94 348,000.00
TEWKSBURY NJ 07830 1 07/22/98 10
03569653 05 09/01/98 25
03569653 O 08/01/28
0
2668682 G75/G75 F 326,000.00 ZZ
360 325,514.61 1
6 WHITE BIRCH DRIVE 7.500 2,279.44 77
7.250 2,279.44 426,000.00
1
MILLSTONE NJ 07726 1 06/26/98 00
03538242 05 08/01/98 0
03538242 O 07/01/28
0
2668683 G75/G75 F 227,150.00 ZZ
360 226,748.07 1
424 8TH AVENUE 6.625 1,454.47 71
6.375 1,454.47 321,653.00
COLLEGEVILLE PA 19426 1 06/26/98 00
03545209 05 08/01/98 0
03545209 O 07/01/28
0
2668684 G75/G75 F 650,000.00 ZZ
360 649,467.20 1
2988 WESTHURST LANE 7.000 4,324.47 73
6.750 4,324.47 895,000.00
OAKTON VA 22124 1 07/15/98 00
03481366 05 09/01/98 0
03481366 O 08/01/28
0
2668691 G75/G75 F 300,000.00 ZZ
360 299,777.35 1
4 MESSENGER LANE 7.500 2,097.65 64
7.250 2,097.65 470,000.00
RARITAN TOWBSHI NJ 08551 1 07/30/98 00
03429366 05 09/01/98 0
03429366 O 08/01/28
0
2668692 G75/G75 F 168,000.00 ZZ
360 167,868.94 1
913 NOBLE DRIVE 7.250 1,146.06 80
7.000 1,146.06 210,000.00
DOWNINGTOWN PA 19335 1 07/20/98 00
03584706 03 09/01/98 0
03584706 O 08/01/28
0
2668693 G75/G75 F 249,800.00 ZZ
360 249,619.20 1
5 CORNELIUS WAY 7.625 1,768.07 85
7.375 1,768.07 294,989.00
FRANKLIN TWP NJ 08873 1 07/22/98 14
03425279 05 09/01/98 12
03425279 O 08/01/28
0
1
2668695 G75/G75 F 323,750.00 ZZ
360 323,497.44 1
135 PRESTON DRIVE 7.250 2,208.55 77
7.000 2,208.55 423,750.00
LONG HILL NJ 07933 1 07/29/98 00
03604952 05 09/01/98 0
03604952 O 08/01/28
0
2668883 696/G01 F 168,000.00 ZZ
360 168,000.00 1
517 NORTH GARFIELD STREET 7.125 1,131.85 80
6.875 1,131.85 210,000.00
ARLINGTON VA 22201 1 08/07/98 00
0430961383 05 10/01/98 0
2238135 O 09/01/28
0
2668885 696/G01 F 351,900.00 ZZ
360 351,900.00 1
7973 BLITZ COURT 6.750 2,282.42 80
6.500 2,282.42 439,900.00
DUNN LORING VA 22027 1 08/07/98 00
0430961565 03 10/01/98 0
2288241 O 09/01/28
0
2669169 696/G01 F 196,000.00 ZZ
360 195,843.26 1
2232 WESTWOOD PLACE 7.125 1,320.49 80
6.875 1,320.49 245,000.00
FALLS CHURCH VA 22043 1 08/07/98 00
0430962290 05 09/01/98 0
2158130 O 08/01/28
0
2669170 696/G01 F 453,650.00 ZZ
360 453,296.11 1
1796 CLOVERMEADOW DRIVE 7.250 3,094.69 80
7.000 3,094.69 567,074.00
VIENNA VA 22182 1 08/07/98 00
0430962316 03 09/01/98 0
2328066 O 08/01/28
0
2669171 696/G01 F 239,200.00 ZZ
360 239,200.00 1
1
9507 SCARAB STREET 7.000 1,591.40 80
6.750 1,591.40 299,000.00
VIENNA VA 22182 1 08/07/98 00
0430962340 03 10/01/98 0
2328166 O 09/01/28
0
2669172 696/G01 F 206,800.00 ZZ
360 206,800.00 1
20668 MUDDY HARBOR SQUARE 6.625 1,324.16 80
6.375 1,324.16 258,500.00
STERLING VA 20165 1 08/10/98 00
0430962456 03 10/01/98 0
2358068 O 09/01/28
0
2669408 696/G01 F 209,700.00 ZZ
360 209,700.00 1
43388 BURKE DALE STREET 6.875 1,377.58 80
6.625 1,377.58 262,175.00
SOUTH RIDING VA 20152 1 08/07/98 00
0430965228 03 10/01/98 0
2438130 O 09/01/28
0
2669833 696/G01 F 204,000.00 ZZ
360 204,000.00 1
6926 HALYARD PLACE 6.750 1,323.14 80
6.500 1,323.14 255,000.00
BURKE VA 22015 1 08/11/98 00
0430968883 03 10/01/98 0
2178188 O 09/01/28
0
2669835 696/G01 F 553,000.00 ZZ
360 553,000.00 1
9118 POTOMAC RIDGE ROAD 7.125 3,725.66 80
6.875 3,725.66 691,250.00
GREAT FALLS VA 22066 1 08/12/98 00
0430969089 05 10/01/98 0
2448043 O 09/01/28
0
2670032 387/387 F 305,000.00 ZZ
360 304,756.10 1
40729 HANNAH DRIVE 7.125 2,054.84 55
6.875 2,054.84 560,000.00
WATERFORD VA 20197 2 07/15/98 00
0001466879 05 09/01/98 0
1
0001466879 O 08/01/28
0
2670034 387/387 F 296,800.00 ZZ
360 296,562.65 1
4937 SUNSET LANE 7.125 1,999.60 80
6.875 1,999.60 371,400.00
ANNANDALE VA 22003 1 07/20/98 00
0001467729 05 09/01/98 0
0001467729 O 08/01/28
0
2670042 387/387 F 398,400.00 ZZ
360 398,104.33 1
6719 TENNYSON DR 7.500 2,785.67 80
7.250 2,785.67 498,000.00
MCLEAN VA 22101 2 07/14/98 00
0001477215 05 09/01/98 0
0001477215 O 08/01/28
0
2670043 387/387 F 145,600.00 ZZ
360 145,497.23 1
5948 EDGEHILL COURT 7.750 1,043.10 80
7.500 1,043.10 182,000.00
ALEXANDRIA VA 22303 2 07/22/98 00
0001477793 03 09/01/98 0
0001477793 O 08/01/28
0
2670044 387/387 F 251,200.00 ZZ
360 250,999.12 1
9460 SHOUSE DRIVE 7.125 1,692.38 80
6.875 1,692.38 314,000.00
VIENNA VA 22182 1 07/17/98 00
0001480839 03 09/01/98 0
0001480839 O 08/01/28
0
2670450 696/G01 F 368,000.00 ZZ
360 368,000.00 1
424 N. SAINT ASAPH STREET 7.000 2,448.31 80
6.750 2,448.31 460,000.00
ALEXANDRIA VA 22314 1 08/13/98 00
0430971465 01 10/01/98 0
2088097 O 09/01/28
0
1
2670452 696/G01 F 383,200.00 ZZ
360 383,200.00 1
1433 HIGHWOOD DRIVE 7.000 2,549.44 80
6.750 2,549.44 479,000.00
MCLEAN VA 22101 1 08/13/98 00
0430971499 05 10/01/98 0
2138100 O 09/01/28
0
2670453 696/G01 F 1,000,000.00 ZZ
360 1,000,000.00 1
11100 KINGS CAVALIER COURT 6.750 6,485.98 53
6.500 6,485.98 1,900,000.00
OAKTON VA 22124 1 08/14/98 00
0430971515 03 10/01/98 0
2328150 O 09/01/28
0
2670454 696/G01 F 415,000.00 ZZ
360 415,000.00 1
1103 COLVIN MILL COURT 6.625 2,657.29 59
6.375 2,657.29 715,000.00
GREAT FALLS VA 22066 1 08/14/98 00
0430971572 05 10/01/98 0
2378209 O 09/01/28
0
2670456 696/G01 F 216,900.00 ZZ
360 216,900.00 1
8944 KENILWORTH DRIVE 7.375 1,498.07 70
7.125 1,498.07 309,900.00
BURKE VA 22015 1 08/13/98 00
0430971663 03 10/01/98 0
3278138 O 09/01/28
0
2670917 696/G01 F 397,000.00 ZZ
360 397,000.00 1
1600 NORTH VILLAGE ROAD 6.500 2,509.31 78
6.250 2,509.31 512,500.00
RESTON VA 20194 1 08/14/98 00
0430973743 03 10/01/98 0
2338106 O 09/01/28
0
2670918 696/G01 F 183,100.00 ZZ
360 183,100.00 1
37790 EAST GATE DRIVE 6.875 1,202.84 80
6.625 1,202.84 228,900.00
1
PURCELLVILLE VA 20132 1 08/17/98 00
0430973800 03 10/01/98 0
2408150 O 09/01/28
0
2670919 696/G01 F 240,000.00 ZZ
360 240,000.00 1
12022 CANTER LANE 7.250 1,637.22 80
7.000 1,637.22 300,000.00
RESTON VA 20191 1 08/17/98 00
0430973826 03 10/01/98 0
2418101 O 09/01/28
0
2670923 696/G01 F 111,300.00 ZZ
360 111,300.00 1
7107 ALGER ROAD 7.125 749.85 70
6.875 749.85 159,000.00
FALLS CHURCH VA 22042 1 08/14/98 00
0430973982 05 10/01/98 0
5018139 O 09/01/28
0
2671273 696/G01 F 540,000.00 ZZ
360 540,000.00 1
10487 HUNTING HILLS PLACE 7.000 3,592.63 80
6.750 3,592.63 675,000.00
OAKTON VA 22124 1 08/18/98 00
0430976639 05 10/01/98 0
2378220 O 09/01/28
0
2671274 696/G01 F 324,000.00 ZZ
360 324,000.00 1
2851 WILLOWMERE WOODS DRIVE 7.375 2,237.79 80
7.125 2,237.79 405,000.00
VIENNA VA 22180 2 08/14/98 00
0430976670 03 10/01/98 0
2378252 O 09/01/28
0
2671275 696/G01 F 149,800.00 ZZ
360 149,800.00 1
12419 ERICA HILL LANE 7.000 996.62 80
6.750 996.62 187,250.00
FAIRFAX VA 22033 1 08/17/98 00
0430976746 03 10/01/98 0
3018228 O 09/01/28
0
1
2671278 696/G01 F 392,000.00 ZZ
360 392,000.00 1
9515 WOODY LANE 7.375 2,707.45 80
7.125 2,707.45 490,000.00
GREAT FALLS VA 22066 2 08/07/98 00
0430977108 05 10/01/98 0
3298038 O 09/01/28
0
2671834 696/G01 F 180,000.00 ZZ
360 180,000.00 1
16121 PURCELLVILLE ROAD 7.375 1,243.22 77
7.125 1,243.22 233,900.00
PURCELLVILLE VA 20132 4 08/14/98 00
0430982363 05 10/01/98 0
1008037 O 09/01/28
0
2671837 696/G01 F 276,000.00 ZZ
360 276,000.00 1
2521 GADSBY PLACE 6.750 1,790.13 80
6.500 1,790.13 345,000.00
ALEXANDRIA VA 22311 2 08/14/98 00
0430982579 03 10/01/98 0
2148057 O 09/01/28
0
2671839 696/G01 F 147,200.00 ZZ
360 147,200.00 1
11909 SENTINEL POINT COURT 6.875 967.00 80
6.625 967.00 184,000.00
RESTON VA 20191 1 08/19/98 00
0430982660 03 10/01/98 0
2458099 O 09/01/28
0
2672176 696/G01 F 223,200.00 ZZ
360 223,200.00 1
1150 WIMBELDON DRIVE 7.375 1,541.59 80
7.125 1,541.59 279,000.00
MCLEAN VA 22101 1 08/20/98 00
0430983080 03 10/01/98 0
2158154 O 09/01/28
0
2672177 696/G01 F 194,000.00 ZZ
360 194,000.00 1
1
6611 ORLAND STREET 7.375 1,339.91 80
7.125 1,339.91 242,900.00
FALLS CHURCH VA 22043 1 08/20/98 00
0430983106 05 10/01/98 0
2278137 O 09/01/28
0
2672178 696/G01 F 328,000.00 ZZ
360 328,000.00 1
1322 OBERON WAY 7.000 2,182.19 80
6.750 2,182.19 410,000.00
MCLEAN VA 22102 1 08/20/98 00
0430983130 05 10/01/98 0
2278149 O 09/01/28
0
2672180 696/G01 F 196,000.00 ZZ
360 196,000.00 1
8615 ACORN CIRCLE 7.000 1,303.99 80
6.750 1,303.99 245,000.00
VIENNA VA 22180 1 08/21/98 00
0430983189 05 10/01/98 0
2378218 O 09/01/28
0
2672548 696/G01 F 242,400.00 ZZ
360 242,400.00 1
619 NORTH COLUMBUS STREET 6.750 1,572.20 80
6.500 1,572.20 303,000.00
ALEXANDRIA VA 22314 1 08/19/98 00
0430986109 05 10/01/98 0
2138152 O 09/01/28
0
2672549 696/G01 F 248,000.00 ZZ
360 248,000.00 1
21304 SMALL BRANCH PLACE 7.000 1,649.95 80
6.750 1,649.95 310,360.00
ASHBURN VA 20148 1 08/21/98 00
0430986141 03 10/01/98 0
2338181 O 09/01/28
0
2672873 696/G01 F 224,850.00 ZZ
360 224,850.00 1
5701 27TH ROAD NORTH 6.875 1,477.10 75
6.625 1,477.10 299,800.00
ARLINGTON VA 22207 1 08/24/98 00
0430989731 05 10/01/98 0
1
2358058 O 09/01/28
0
2672874 696/G01 F 253,600.00 ZZ
360 253,600.00 1
602 CRANWELL PLACE, S.W. 7.000 1,687.21 80
6.750 1,687.21 317,000.00
LEESBURG VA 20175 1 08/24/98 00
0430989814 03 10/01/98 0
2408078 O 09/01/28
0
2672878 696/G01 F 232,000.00 ZZ
360 232,000.00 1
6032 KELSEY COURT 7.375 1,602.37 80
7.125 1,602.37 290,000.00
FALLS CHURCH VA 22044 1 08/24/98 00
0430989921 03 10/01/98 0
3268213 O 09/01/28
0
2672879 696/G01 F 456,000.00 ZZ
360 456,000.00 1
4734 N. 34TH ROAD 7.375 3,149.48 80
7.125 3,149.48 570,000.00
ARLINGTON VA 22207 2 08/20/98 00
0430989954 05 10/01/98 0
7018003 O 09/01/28
0
2673147 286/286 F 256,000.00 ZZ
360 255,618.83 1
13441 ESPLANADE AVE 7.500 1,789.99 74
7.250 1,789.99 350,000.00
SANTA ANA CA 92705 2 06/30/98 00
0008739782 05 08/01/98 0
0008739782 O 07/01/28
0
2673149 286/286 F 268,250.00 ZZ
360 267,850.58 1
1812 MARSHALLFIELD LN #B 7.500 1,875.65 79
7.250 1,875.65 340,000.00
REDONDO BEACH CA 90278 2 06/29/98 00
0008767876 01 08/01/98 0
0008767876 O 07/01/28
0
1
2673150 286/286 F 515,000.00 ZZ
360 514,288.83 3
25&27 6TH ST & 28 7TH CT 7.875 3,734.11 59
7.625 3,734.11 880,000.00
HERMOSA BEACH CA 90254 2 06/30/98 00
0008767893 05 08/01/98 0
0008767893 O 07/01/28
0
2673152 286/286 F 244,000.00 ZZ
360 243,626.77 1
3 RUTLEDGE AVE 7.375 1,685.25 46
7.125 1,685.25 535,000.00
CHARLESTON SC 29401 2 06/30/98 00
0008782756 05 08/01/98 0
0008782756 O 07/01/28
0
2673162 286/286 F 254,000.00 ZZ
360 253,806.72 1
5405 KONEN AVE NW 7.375 1,754.32 63
7.125 1,754.32 406,000.00
CANTON OH 44718 2 07/28/98 00
0009026423 05 09/01/98 0
0009026423 O 08/01/28
0
2673163 286/286 F 172,000.00 ZZ
360 171,710.17 1
5 THOMAS CT 6.875 1,129.92 80
6.625 1,129.92 215,000.00
MONTROSS VA 22520 1 06/30/98 00
0009026827 03 08/01/98 0
0009026827 O 07/01/28
0
2673272 696/G01 F 271,200.00 ZZ
360 271,200.00 1
3186 KINROSS CIRCLE 7.000 1,804.30 80
6.750 1,804.30 339,000.00
HERNDON VA 20171 1 08/24/98 00
0430990994 03 10/01/98 0
2328176 O 09/01/28
0
2673273 696/G01 F 136,000.00 ZZ
360 136,000.00 1
8148 LARKIN LANE 6.875 893.42 80
6.625 893.42 170,000.00
1
VIENNA VA 22182 1 08/25/98 00
0430991000 03 10/01/98 0
2368146 O 09/01/28
0
2673729 696/G01 F 435,000.00 ZZ
360 435,000.00 1
25 ALEXANDER STREET 6.875 2,857.64 71
6.625 2,857.64 619,900.00
ALEXANDRIA VA 22314 1 08/26/98 00
0430993238 03 10/01/98 0
2328165 O 09/01/28
0
2674649 696/G01 F 298,400.00 ZZ
360 298,400.00 1
1806 NORTH HOLLISTER STREET 6.625 1,910.69 80
6.375 1,910.69 373,000.00
ARLINGTON VA 22205 1 08/27/98 00
0430995308 05 10/01/98 0
2288237 O 09/01/28
0
2674650 696/G01 F 180,000.00 ZZ
360 180,000.00 1
12311 WASHINGTON BRICE ROAD 6.500 1,137.72 80
6.250 1,137.72 225,000.00
FAIRFAX VA 22033 1 08/27/98 00
0430995316 03 10/01/98 0
2338179 O 09/01/28
0
2674651 696/G01 F 119,900.00 ZZ
360 119,900.00 1
21043 THOREAU COURT 6.750 777.67 80
6.500 777.67 149,900.00
STERLING VA 20164 1 08/27/98 00
0430995340 03 10/01/98 0
2358100 O 09/01/28
0
2674652 696/G01 F 260,800.00 ZZ
360 260,800.00 1
6709 BRIARCROFT STREET 7.000 1,735.11 80
6.750 1,735.11 326,000.00
CLIFTON VA 20124 1 08/28/98 00
0430995415 05 10/01/98 0
2458090 O 09/01/28
0
1
2675068 696/G01 F 176,000.00 ZZ
360 176,000.00 1
4656 TIMBER RIDGE DRIVE 6.750 1,141.53 80
6.500 1,141.53 220,000.00
DUMFRIES VA 22026 1 08/28/98 00
0430996843 03 10/01/98 0
2178211 O 09/01/28
0
2675070 696/G01 F 158,800.00 ZZ
360 158,800.00 1
494 NORTH OWEN STREET 6.875 1,043.20 80
6.625 1,043.20 198,500.00
ALEXANDRIA VA 22304 1 08/27/98 00
0430996918 05 10/01/98 0
2288218 O 09/01/28
0
2675072 696/G01 F 144,900.00 ZZ
360 144,900.00 1
43720 CLEMENS TERRACE 6.750 939.82 80
6.500 939.82 181,129.00
ASHBURN VA 20147 1 08/27/98 00
0430996942 03 10/01/98 0
2338030 O 09/01/28
0
2675073 696/G01 F 280,000.00 ZZ
360 280,000.00 1
5378 ASHLEIGH ROAD 7.375 1,933.89 80
7.125 1,933.89 351,000.00
FAIRFAX VA 22030 2 08/25/98 00
0430996975 03 10/01/98 0
2378248 O 09/01/28
0
2675077 696/G01 F 248,000.00 ZZ
360 248,000.00 1
4808 8TH ROAD, N. 7.125 1,670.82 80
6.875 1,670.82 310,000.00
ARLINGTON VA 22203 1 08/26/98 00
0430997049 05 10/01/98 0
7018011 O 09/01/28
0
2675389 696/G01 F 380,000.00 ZZ
360 380,000.00 1
1
6345 LINWAY TERRACE 7.250 2,592.27 71
7.000 2,592.27 540,000.00
MCLEAN VA 22101 1 08/26/98 00
0430997577 05 10/01/98 0
2138145 O 09/01/28
0
2675390 696/G01 F 276,800.00 ZZ
360 276,800.00 1
4908 EDGE ROCK DRIVE 6.750 1,795.32 80
6.500 1,795.32 346,000.00
CHANTILLY VA 20151 1 08/28/98 00
0430997593 05 10/01/98 0
2238140 O 09/01/28
0
2675391 696/G01 F 191,600.00 ZZ
360 191,600.00 1
200 SUMMERS DRIVE 7.000 1,274.72 80
6.750 1,274.72 239,500.00
ALEXANDRIA VA 22301 1 08/31/98 00
0430997619 05 10/01/98 0
2268239 O 09/01/28
0
2675392 696/G01 F 136,000.00 ZZ
360 136,000.00 1
2916 BROOK DRIVE 7.250 927.76 80
7.000 927.76 170,000.00
FALLS CHURCH VA 22042 1 08/31/98 00
0430997718 05 10/01/98 0
2288231 O 09/01/28
0
2675393 696/G01 F 296,000.00 ZZ
360 296,000.00 1
2310 CREEK DRIVE 6.750 1,919.85 80
6.500 1,919.85 370,000.00
ALEXANDRIA VA 22308 1 08/28/98 00
0430997726 05 10/01/98 0
2338188 O 09/01/28
0
2675654 696/G01 F 213,500.00 ZZ
360 213,500.00 1
4508 BUFFALO TRACE 6.750 1,384.76 80
6.500 1,384.76 266,900.00
ANNANDALE VA 22003 1 08/28/98 00
0431000231 03 10/01/98 0
1
2138058 O 09/01/28
0
2675655 696/G01 F 161,200.00 ZZ
360 161,200.00 1
7424 HEATHERFIELD LANE 6.625 1,032.18 80
6.375 1,032.18 201,500.00
ALEXANDRIA VA 22315 1 08/31/98 00
0431000264 03 10/01/98 0
2138155 O 09/01/28
0
2675656 696/G01 F 238,400.00 ZZ
360 238,400.00 1
918 BEVERLY DRIVE 7.000 1,586.08 80
6.750 1,586.08 298,000.00
ALEXANDRIA VA 22302 1 08/28/98 00
0431000272 05 10/01/98 0
2268166 O 09/01/28
0
2675657 696/G01 F 286,550.00 ZZ
360 286,550.00 1
4715 WESTERN STREET 6.625 1,834.81 80
6.375 1,834.81 358,200.00
FAIRFAX VA 22030 1 08/27/98 00
0431000280 05 10/01/98 0
2288257 O 09/01/28
0
2675658 696/G01 F 245,000.00 ZZ
360 245,000.00 1
3320 WILLOW GLEN DRIVE 7.000 1,629.99 53
6.750 1,629.99 465,000.00
HERNDON VA 22071 1 08/31/98 00
0431000306 03 10/01/98 0
2378230 O 09/01/28
0
2675659 696/G01 F 201,160.00 ZZ
360 201,160.00 1
12315 SHERBORNE STREET 6.500 1,271.47 80
6.250 1,271.47 251,455.00
BRISTOW VA 20136 1 08/27/98 00
0431000314 03 10/01/98 0
2378263 O 09/01/28
0
1
2675660 696/G01 F 142,950.00 ZZ
360 142,950.00 1
10018 WHITEFIELD STREET 7.000 951.05 70
6.750 951.05 204,250.00
FAIRFAX VA 22032 1 08/27/98 00
0431000322 05 10/01/98 0
2418117 O 09/01/28
0
2675661 696/G01 F 204,000.00 ZZ
360 204,000.00 1
5437 SUMMER LEAF LANE 6.875 1,340.13 80
6.625 1,340.13 255,000.00
ALEXANDRIA VA 22312 1 08/31/98 00
0431000348 03 10/01/98 0
2438146 O 09/01/28
0
2675663 696/G01 F 272,000.00 ZZ
360 272,000.00 1
4601 KIRKLAND PLACE 7.000 1,809.62 80
6.750 1,809.62 340,000.00
ALEXANDRIA VA 22311 1 08/28/98 00
0431000397 03 10/01/98 0
2438181 O 09/01/28
0
2675669 696/G01 F 206,400.00 ZZ
360 206,400.00 1
2004 SWAN TERRACE 7.375 1,425.55 80
7.125 1,425.55 258,000.00
ALEXANDRIA VA 22307 1 08/31/98 00
0431000470 05 10/01/98 0
7008188 O 09/01/28
0
2675872 696/G01 F 271,150.00 ZZ
360 271,150.00 1
4705 GROVES LANE 7.000 1,803.97 80
6.750 1,803.97 338,995.00
FAIRFAX VA 22030 1 08/31/98 00
0431002005 05 10/01/98 0
2178206 O 09/01/28
0
2675876 696/G01 F 280,000.00 ZZ
360 280,000.00 1
8818 HAMPTON STATION COURT 7.000 1,862.85 80
6.750 1,862.85 350,000.00
1
LORTON VA 22079 1 08/31/98 00
0431002104 05 10/01/98 0
2338177 O 09/01/28
0
2675883 696/G01 F 308,000.00 ZZ
360 308,000.00 1
8126 WEST BOULEVARD DRIVE 6.750 1,997.68 69
6.500 1,997.68 450,000.00
ALEXANDRIA VA 22308 4 08/26/98 00
0431002294 05 10/01/98 0
7018001 O 09/01/28
0
TOTAL NUMBER OF LOANS : 1,312
TOTAL ORIGINAL BALANCE : 417,505,004.00
TOTAL PRINCIPAL BALANCE : 417,072,644.46
TOTAL ORIGINAL P+I : 2,875,688.36
TOTAL CURRENT P+I : 2,875,688.36
***************************
* END OF REPORT *
***************************
1
RUN ON : 10/02/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.16.58 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1998-S21 CUTOFF : 09/01/98
POOL : 0004324
:
:
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
----------------------------------------------------------------------
1683664 .2500
291,133.16 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1687218 .2500
127,355.21 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1701266 .2500
241,044.59 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1701906 .2500
113,213.53 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1708862 .2500
125,906.19 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1709017 .2500
599,531.94 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
1709267 .2500
241,347.65 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1709968 .2500
148,951.90 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1722233 .2500
565,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1722536 .2500
536,200.45 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1724591 .2500
338,229.69 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1725760 .2500
153,546.51 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1727293 .2500
398,288.77 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1736591 .2500
152,049.96 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1739910 .2500
269,597.99 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1740958 .2500
365,427.23 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1743574 .2500
294,339.09 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1746500 .2500
244,950.78 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1747396 .2500
314,056.08 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1748348 .2500
524,218.30 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1748827 .2500
587,574.42 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1749698 .2500
343,461.66 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
1752914 .2500
250,207.82 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1753009 .2500
399,103.84 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1753529 .2500
364,729.11 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1753923 .2500
260,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1754073 .2500
299,765.97 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1754473 .2500
92,086.58 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1756357 .2500
421,165.42 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1756825 .2500
511,274.94 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
1758348 .2500
449,666.03 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1758528 .2500
213,659.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1760450 .2500
447,667.52 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1760844 .2500
178,926.45 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1761492 .2500
450,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1761805 .2500
347,741.73 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1761861 .2500
466,018.08 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1762216 .2500
359,408.10 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
1762391 .2500
649,517.60 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1763082 .2500
638,251.71 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1764365 .2500
412,975.97 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1764536 .2500
649,517.61 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1764949 .2500
256,304.83 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1765082 .2500
431,679.39 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1765199 .2500
254,620.32 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1765472 .2500
247,639.86 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1765833 .2500
425,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1765986 .2500
108,721.25 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1766469 .2500
279,493.55 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1766471 .2500
452,924.62 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1766472 .2500
247,621.44 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1766477 .2500
479,285.31 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1766486 .2500
269,533.77 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1766487 .2500
259,529.85 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1766488 .2500
502,412.55 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1766512 .2500
559,166.18 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1766561 .2500
319,047.54 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1766562 .2500
546,201.74 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1766563 .2500
114,738.53 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1766564 .2500
547,982.87 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1766590 .2500
440,343.37 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1766616 .2500
219,680.52 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1766619 .2500
289,339.66 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1766627 .2500
239,605.39 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1766629 .2500
251,585.68 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1766633 .2500
359,393.39 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1766639 .2500
355,495.85 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1766641 .2500
265,562.66 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1766650 .2500
638,998.46 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1766672 .2500
243,614.82 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1766690 .2500
243,767.91 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1766713 .2500
299,564.34 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1766717 .2500
478,553.24 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1766723 .2500
248,590.59 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1766725 .2500
269,597.99 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1766771 .2500
232,426.55 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1766784 .2500
235,621.42 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1766786 .2500
306,607.38 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
1766788 .2500
504,248.10 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1766898 .2500
282,728.40 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1766899 .2500
236,039.12 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1766900 .2500
301,465.64 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1767031 .2500
249,608.78 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1767493 .2500
318,712.73 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1767806 .2500
382,615.03 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1767808 .2500
259,593.12 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
1767812 .2500
256,907.22 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1767837 .2500
134,793.91 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1767846 .2500
331,454.13 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1767847 .2500
429,343.59 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1767929 .2500
243,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1767949 .2500
323,840.39 .0800
7.6250 .0000
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368,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2670452 .2500
383,200.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2670453 .2500
1,000,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2670454 .2500
415,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1
2670456 .2500
216,900.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2670917 .2500
397,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2670918 .2500
183,100.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
2670919 .2500
240,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
2670923 .2500
111,300.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
2671273 .2500
540,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2671274 .2500
324,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2671275 .2500
149,800.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
2671278 .2500
392,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2671834 .2500
180,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2671837 .2500
276,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2671839 .2500
147,200.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
2672176 .2500
223,200.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2672177 .2500
194,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2672178 .2500
328,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2672180 .2500
196,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
2672548 .2500
242,400.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2672549 .2500
248,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2672873 .2500
224,850.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
2672874 .2500
253,600.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2672878 .2500
232,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2672879 .2500
456,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2673147 .2500
255,618.83 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
2673149 .2500
267,850.58 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
2673150 .2500
514,288.83 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
2673152 .2500
243,626.77 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2673162 .2500
253,806.72 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2673163 .2500
171,710.17 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
2673272 .2500
271,200.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2673273 .2500
136,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
2673729 .2500
435,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
2674649 .2500
298,400.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
1
2674650 .2500
180,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2674651 .2500
119,900.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2674652 .2500
260,800.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2675068 .2500
176,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2675070 .2500
158,800.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
2675072 .2500
144,900.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2675073 .2500
280,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2675077 .2500
248,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
2675389 .2500
380,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
2675390 .2500
276,800.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2675391 .2500
191,600.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2675392 .2500
136,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
2675393 .2500
296,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2675654 .2500
213,500.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2675655 .2500
161,200.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2675656 .2500
238,400.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
2675657 .2500
286,550.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2675658 .2500
245,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2675659 .2500
201,160.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2675660 .2500
142,950.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2675661 .2500
204,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
2675663 .2500
272,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2675669 .2500
206,400.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2675872 .2500
271,150.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
2675876 .2500
280,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
2675883 .2500
308,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
TOTAL NUMBER OF LOANS: 1312
TOTAL BALANCE........: 417,072,644.46
1
RUN ON : 10/02/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 11.16.58 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1998-S21 FIXED SUMMARY REPORT CUTOFF : 09/01/98
POOL : 0004324
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------------
CURR NOTE RATE 7.3373 6.5000 8.2500
RFC NET RATE 7.0873 6.2500 8.0000
NET MTG RATE(INVSTR RATE) 7.0151 6.2200 7.9200
POST STRIP RATE 6.7270 6.2200 6.7500
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0722 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .2880 .0000 1.1700
TOTAL NUMBER OF LOANS: 1312
TOTAL BALANCE........: 417,072,644.46
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this _________
day of _______, 19____, by and between Residential Funding Corporation, its
successors and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the
"parties" and each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms, conditions
and agreements set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the Guides.
All provisions of the Guides are incorporated by reference into and made a part
of this Contract, and shall be binding upon the parties; provided, however, that
the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for
Residential Funding only if and for so long as it shall have been authorized to
do so by Residential Funding in writing. Specific reference in this Contract to
particular provisions of the Guides and not to other provisions does not mean
that those provisions of the Guides not specifically cited in this Contract are
not applicable. All terms used herein shall have the same meanings as such terms
have in the Guides, unless the context clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and warrants to
the other that as of the date of this Contract:
<PAGE>
(1) Each party is duly organized, validly existing, and in good
standing under the laws of its jurisdiction of organization, is
qualified, if necessary, to do business and in good standing in
each jurisdiction in which it is required to be so qualified, and
has the requisite power and authority to enter into this Contract
and all other agreements which are contemplated by this Contract
and to carry out its obligations hereunder and under the Guides
and under such other agreements.
(2) This Contract has been duly authorized, executed and delivered by
each party and constitutes a valid and legally binding agreement
of each party enforceable in accordance with its terms.
(3) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either party, that
could affect the validity or prospective validity of this
Contract.
(4) Insofar as its capacity to carry out any obligation under this
Contract is concerned, neither party is in violation of any
charter, articles of incorporation, bylaws, mortgage, indenture,
indebtedness, agreement, instrument, judgment, decree, order,
statute, rule or regulation and none of the foregoing adversely
affects its capacity to fulfill any of its obligations under this
Contract. Its execution of, and performance pursuant to, this
Contract will not result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by
the Seller/Servicer pursuant to subparagraph (a) of this paragraph
3, the Seller/Servicer makes the representations, warranties and
covenants set forth in the Guides and, upon request, agrees to
deliver to Residential Funding the certified Resolution of Board of
Directors which authorizes the execution and delivery of this
Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or more of those remedies
set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
G-2
<PAGE>
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any state
or federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard or determined in such
state or federal court. Each of the parties irrevocably waives the defense of an
inconvenient forum to the maintenance of any such action or proceeding and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in any such
G-3
<PAGE>
forum. Each of the parties agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in any other jurisdiction by
suit on the judgment or in any other manner provided by law. Each of the parties
further agrees not to institute any legal actions or proceedings against the
other party or any director, officer, employee, attorney, agent or property of
the other party, arising out of or relating to this Contract in any court other
than as hereinabove specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
G-4
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
G-5
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note [ ] Primary
Insurance Policy [ ] Mortgage or Deed of
Trust [ ] Assignment(s) of Mortgage or Deed
of Trust [ ] Title Insurance Policy [ ]
Other:
Name
Title
Date
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1998-S21,
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.
<PAGE>
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 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.
I-1-2
<PAGE>
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 United States is includible in gross
income for United States federal income tax purposes regardless of its
connection with the conduct of a trade or business within the United States.
14. The Owner hereby certifies, represents and warrants to, and
covenants with the Company, the Trustee and the Master Servicer that the
following statements in (a) or (b) are accurate: (a) The Certificates (i) are
not being acquired by, and will not be transferred to, any employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or other retirement arrangement, including
individual retirement accounts and annuities, Keogh plans and bank collective
investment funds and insurance company general or separate accounts in which
such plans, accounts or arrangements are invested, that is subject to Section
406 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code")
(any of the foregoing, a "Plan"), (ii) are not being acquired with "plan assets"
of a Plan within the meaning of the Department of Labor ("DOL") regulation, 29
C.F.R. ss. 2510.3-101 or otherwise under ERISA, and (iii) will not be
transferred to any entity that is deemed to be investing in plan assets within
the meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under
ERISA; or
(b) The purchase of Certificates is permissible under applicable
law, will not constitute or result in any prohibited transaction under ERISA or
Section 4975 of the Code, will not subject the Company, the Trustee or the
Master Servicer to any obligation in addition to those undertaken in the Pooling
and Servicing Agreement and, with respect to each source of funds ("Source")
being used by the Purchaser to acquire the Certificates, each of the following
statements are accurate: (a) the Purchaser is an insurance company; (b) the
Source is assets of the Purchaser's "general account;" (c) the conditions set
forth in Sections I and III of Prohibited Transaction Class Exemption ("PTCE")
95-60 issued by the DOL have been satisfied and the purchase, holding and
transfer of Certificates by or on behalf of the Purchaser are exempt under PTCE
95-60; and (d) the amount of reserves and liabilities for such general account
contracts held by or on behalf of any Plan do not exceed 10% of the total
reserves and liabilities of such general account plus surplus as of the date
hereof (for purposes of this clause, all Plans maintained by the same employer
(or affiliate thereof) or employee organization are deemed to be a single Plan)
in connection with its purchase and holding of such Certificates; or
(c) The Owner will provide the Trustee, the Company and the Master
Servicer with an opinion of counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the effect
that the purchase of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under ERISA or
Section 4975 of the Code and will not subject the Trustee, the Company or the
Master Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to those
undertaken in the Pooling and Servicing Agreement.
In addition, the Owner hereby certifies, represents and warrants to, and
covenants with, the Company, the Trustee and the Master Servicer that the Owner
will not transfer such
I-1-3
<PAGE>
Certificates to any Plan or person unless either such Plan or person meets the
requirements set forth in either (a), (b) or (c) above.
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
I-1-4
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of ________________, 199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of
_______________, 19__.
I-1-5
<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-S21
Re: Mortgage Pass-Through Certificates,
Series 1998-S21, 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-S21, Class R (the "Certificates"), pursuant to Section 5.02 of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
September 1, 1998 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Seller hereby certifies, represents and
warrants to, and covenants with, the Company and the Trustee that:
1. No purpose of the Seller relating to the transfer of the
Certificate by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
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
<PAGE>
Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Seller has
determined that the Purchaser has historically paid its debts as they become due
and has found no significant evidence to indicate that the Purchaser will not
continue to pay its debts as they become due in the future. The Seller
understands that the transfer of a Class R Certificate may not be respected for
United States income tax purposes (and the Seller may continue to be liable for
United States income taxes associated therewith) unless the Seller has conducted
such an investigation.
4. The Seller has no actual knowledge that the proposed Transferee
is not both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
I-2-2
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1998-S21
Re: Mortgage Pass-Through Certificates,
Series 1998-S21, [Class B- ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S21, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of September 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
1. The Purchaser understands that (a) the Certificates have
not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Company is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only if
registered and qualified pursuant to the provisions of the Act or
any state securities law, or if an exemption from such registration
and qualification is available, (d) the Pooling and Servicing
Agreement contains restrictions regarding the transfer of the
Certificates and (e) the Certificates will bear a legend to the
foregoing effect.
<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
J-2
<PAGE>
any Certificate a violation of Section 5 of the Act or any state
securities law, or that would require registration or qualification
pursuant thereto. The Purchaser will not sell or otherwise transfer
any of the Certificates, except in compliance with the provisions of
the Pooling and Servicing Agreement.
6. The Purchaser hereby certifies, represents and warrants to, and
covenants with the Company, the Trustee and the Master Servicer that
the following statements in (a) or (b) are correct:
(a) The Purchaser is not an employee benefit or other plan
subject to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate
with "plan assets" of any Plan within the meaning of the Department
of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) The Purchaser is an insurance company; the source of the
funds being used by the Purchaser to acquire the Certificates is
assets of the Purchaser's "general account"; the conditions set
forth in Sections 1 and 3 of the Prohibited Transaction Class
Exemption ("PTCE") 95-60 issued by the DOL have been satisfied and
the purchase, holding and transfer of Certificates by or on behalf
of the Purchaser are exempt under PTCE 95-60; and the amount of
reserves and liabilities for such general account contracts held by
or on behalf of any Plan do not exceed 10% of the total reserves and
liabilities of such general account plus surplus as of the date
hereof (for purposes of this clause, all Plans maintained by the
same employer (or affiliate thereof) or employee organization are
deemed to be a single Plan) in connection with its purchase and
holding of such Certificates; or
(c) has provided the Trustee, the Company and the Master
Servicer with an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master
Servicer to the effect that the purchase of Certificates is
permissible under applicable law, will not constitute or result in
any non-exempt prohibited transaction under ERISA or Section 4975 of
the Code and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to
those undertaken in the Pooling and Servicing Agreement.
J-3
<PAGE>
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
either such Plan or person meets the requirements set forth in either (a), (b)
or (c) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-4
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1998-S21
Re: Mortgage Pass-Through Certificates,
Series 1998-S21, [Class ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S21, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of September 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
(a) The Purchaser is not an employee benefit or other
plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan
J-2-1
<PAGE>
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 such
Plan or person meets the requirements set forth in either (a), (b) or (c) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-2-2
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S21
Re: Mortgage Pass-Through Certificates,
Series 1998-S21, [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-S21, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of September 1, 1998 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer, and The First National Bank of Chicago, as trustee (the "Trustee").
The Seller hereby certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state
K-1
<PAGE>
securities law, or that would require registration or qualification pursuant
thereto. The Seller will not act, in any manner set forth in the foregoing
sentence with respect to any Certificate. The Seller has not and will not sell
or otherwise transfer any of the Certificates, except in compliance with the
provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
[
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 September 1, 1998 among
Residential Funding Corporation as Master Servicer, Residential Funding Mortgage
Securities I, Inc. as depositor pursuant to Section 5.02 of the Agreement and
The First National Bank of Chicago, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities have not
been registered under the 1933 Act or the securities laws of any
state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding
the Rule 144A Securities that it has requested from the Seller, the
Trustee or the Servicer.
<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.
L-2
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
L-3
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar
official or is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
L-4
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15
of the ------------- Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by
a State, its political subdivisions, or any agency or instrumentality
of the State or its political subdivisions, for the benefit of its
employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency
or instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
L-5
<PAGE>
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-6
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements
L-7
<PAGE>
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-8
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made
prior to the later of the third Business Day prior to each Distribution Date or
the related Determination Date by the Master Servicer with written notice
thereof to the Trustee. The maximum amount that Residential Funding shall be
required to pay pursuant to this Section on any Distribution Date (the
<PAGE>
"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
M-2
<PAGE>
the Class B Certificates by such rating agency. Any replacement of the Limited
Guaranty or Subordinate Certificate Loss Obligation pursuant to this Section
shall be accompanied by a written Opinion of Counsel to the substitute guarantor
or obligor, addressed to the Master Servicer and the Trustee, that such
substitute instrument constitutes a legal, valid and binding obligation of the
substitute guarantor or obligor, enforceable in accordance with its terms, and
concerning such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor the Trustee
shall be obligated to substitute for or replace the Limited Guaranty or
Subordinate Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
M-3
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1998-S21
, 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S21
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 September 1, 1998 (the "Servicing Agreement"), among
Residential Funding Mortgage Securities I, Inc. (the "Company"), Residential
Funding and The First National Bank of Chicago (the "Trustee") as amended by
Amendment No. ___ thereto, dated as of ________, with respect to the Mortgage
Pass-Through Certificates, Series 1998-S21 (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
<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.
N-2
<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:
N-3
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S21
Re: Mortgage Pass-Through Certificates, Series 1998-S21
Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
_________________ (the "Trustee") to _______________________ (the "Lender") of
_______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
September 1, 1998 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
the Trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants with, the Master Servicer
and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified
to have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
<PAGE>
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1793949 307,350.00 6.220 7.8518518519% 24,132.67
2670917 397,000.00 6.220 7.8518518519% 31,171.85
2674650 180,000.00 6.220 7.8518518519% 14,133.33
2675659 201,160.00 6.220 7.8518518519% 15,794.79
1786699 414,434.03 6.345 6.0000000000% 24,866.04
1788216 324,713.25 6.345 6.0000000000% 19,482.80
1788628 248,659.23 6.345 6.0000000000% 14,919.55
1790212 299,735.32 6.345 6.0000000000% 17,984.12
2668683 226,748.07 6.345 6.0000000000% 13,604.88
2669172 206,800.00 6.345 6.0000000000% 12,408.00
2670454 415,000.00 6.345 6.0000000000% 24,900.00
2674649 298,400.00 6.345 6.0000000000% 17,904.00
2675655 161,200.00 6.345 6.0000000000% 9,672.00
2675657 286,550.00 6.345 6.0000000000% 17,193.00
1766486 269,533.77 6.470 4.1481481481% 11,180.66
1768102 234,594.20 6.470 4.1481481481% 9,731.31
1768132 898,445.86 6.470 4.1481481481% 37,268.87
1781771 384,884.23 6.470 4.1481481481% 15,965.57
1784289 152,268.79 6.470 4.1481481481% 6,316.33
1784861 382,570.33 6.470 4.1481481481% 15,869.58
1785057 248,570.03 6.470 4.1481481481% 10,311.05
1785561 649,440.36 6.470 4.1481481481% 26,939.75
1786726 495,290.00 6.470 4.1481481481% 20,545.36
1786772 503,566.07 6.470 4.1481481481% 20,888.67
1786815 290,697.15 6.470 4.1481481481% 12,058.55
1788154 459,603.94 6.470 4.1481481481% 19,065.05
1788331 256,578.90 6.470 4.1481481481% 10,643.27
1788657 299,481.95 6.470 4.1481481481% 12,422.95
1789025 294,340.83 6.470 4.1481481481% 12,209.69
1789056 217,600.00 6.470 4.1481481481% 9,026.37
1789067 231,600.00 6.470 4.1481481481% 9,607.11
1789072 299,481.97 6.470 4.1481481481% 12,422.96
1789500 299,741.71 6.470 4.1481481481% 12,433.73
1790102 338,108.64 6.470 4.1481481481% 14,025.25
1790115 276,721.34 6.470 4.1481481481% 11,478.81
1790218 259,776.14 6.470 4.1481481481% 10,775.90
1790417 324,720.19 6.470 4.1481481481% 13,469.87
1790870 319,724.48 6.470 4.1481481481% 13,262.65
1791009 233,798.53 6.470 4.1481481481% 9,698.31
1792427 260,775.28 6.470 4.1481481481% 10,817.34
1792945 179,345.45 6.470 4.1481481481% 7,439.51
1793169 275,000.00 6.470 4.1481481481% 11,407.41
1794008 183,200.00 6.470 4.1481481481% 7,599.41
1797222 152,000.00 6.470 4.1481481481% 6,305.19
1797269 86,000.00 6.470 4.1481481481% 3,567.41
2665668 158,263.62 6.470 4.1481481481% 6,565.01
2668626 271,765.81 6.470 4.1481481481% 11,273.25
2668885 351,900.00 6.470 4.1481481481% 14,597.33
2669833 204,000.00 6.470 4.1481481481% 8,462.22
2670453 1,000,000.00 6.470 4.1481481481% 41,481.48
2671837 276,000.00 6.470 4.1481481481% 11,448.89
2672548 242,400.00 6.470 4.1481481481% 10,055.11
2674651 119,900.00 6.470 4.1481481481% 4,973.63
2675068 176,000.00 6.470 4.1481481481% 7,300.74
2675072 144,900.00 6.470 4.1481481481% 6,010.67
2675390 276,800.00 6.470 4.1481481481% 11,482.07
2675393 296,000.00 6.470 4.1481481481% 12,278.52
2675654 213,500.00 6.470 4.1481481481% 8,856.30
2675883 308,000.00 6.470 4.1481481481% 12,776.30
1783725 249,786.85 6.520 3.4074074074% 8,511.26
1765833 425,000.00 6.595 2.2962962963% 9,759.26
1766633 359,393.39 6.595 2.2962962963% 8,252.74
1768111 238,793.15 6.595 2.2962962963% 5,483.40
1768125 351,406.86 6.595 2.2962962963% 8,069.34
1769220 268,000.00 6.595 2.2962962963% 6,154.07
1771410 242,590.53 6.595 2.2962962963% 5,570.60
1781941 336,117.38 6.595 2.2962962963% 7,718.25
1784553 151,772.38 6.595 2.2962962963% 3,485.14
1784677 263,540.30 6.595 2.2962962963% 6,051.67
1785001 281,285.18 6.595 2.2962962963% 6,459.14
1785076 221,014.16 6.595 2.2962962963% 5,075.14
1785453 312,537.20 6.595 2.2962962963% 7,176.78
1785496 610,000.00 6.595 2.2962962963% 14,007.41
1785839 260,110.95 6.595 2.2962962963% 5,972.92
1785934 254,553.09 6.595 2.2962962963% 5,845.29
1786369 257,165.92 6.595 2.2962962963% 5,905.29
1786430 211,821.89 6.595 2.2962962963% 4,864.06
1786784 519,123.77 6.595 2.2962962963% 11,920.62
1787055 335,700.00 6.595 2.2962962963% 7,708.67
1788163 278,965.43 6.595 2.2962962963% 6,405.87
1788255 514,567.33 6.595 2.2962962963% 11,815.99
1788338 304,585.89 6.595 2.2962962963% 6,994.19
1788368 359,393.39 6.595 2.2962962963% 8,252.74
1788498 648,904.71 6.595 2.2962962963% 14,900.77
1788513 495,000.00 6.595 2.2962962963% 11,366.67
1788591 303,887.05 6.595 2.2962962963% 6,978.15
1788609 229,911.18 6.595 2.2962962963% 5,279.44
1788645 245,493.58 6.595 2.2962962963% 5,637.26
1788663 254,071.14 6.595 2.2962962963% 5,834.23
1788671 323,454.04 6.595 2.2962962963% 7,427.46
1788742 404,659.75 6.595 2.2962962963% 9,292.19
1788778 285,759.72 6.595 2.2962962963% 6,561.89
1789077 360,000.00 6.595 2.2962962963% 8,266.67
1789503 334,235.84 6.595 2.2962962963% 7,675.05
1789515 349,705.73 6.595 2.2962962963% 8,030.28
1789579 424,283.85 6.595 2.2962962963% 9,742.81
1789924 197,433.98 6.595 2.2962962963% 4,533.67
1790239 299,298.33 6.595 2.2962962963% 6,872.78
1790246 188,841.21 6.595 2.2962962963% 4,336.35
1790419 411,653.87 6.595 2.2962962963% 9,452.79
1790420 393,668.99 6.595 2.2962962963% 9,039.81
1790426 263,778.20 6.595 2.2962962963% 6,057.13
1790534 278,765.60 6.595 2.2962962963% 6,401.28
1790876 242,795.85 6.595 2.2962962963% 5,575.31
1790886 311,737.88 6.595 2.2962962963% 7,158.43
1790898 573,051.05 6.595 2.2962962963% 13,158.95
1792692 422,000.00 6.595 2.2962962963% 9,690.37
1792714 280,000.00 6.595 2.2962962963% 6,429.63
1792736 264,000.00 6.595 2.2962962963% 6,062.22
1793186 349,705.95 6.595 2.2962962963% 8,030.28
1793225 294,752.15 6.595 2.2962962963% 6,768.38
1793298 335,100.00 6.595 2.2962962963% 7,694.89
1794171 285,300.00 6.595 2.2962962963% 6,551.33
1795981 320,500.00 6.595 2.2962962963% 7,359.63
1796302 340,000.00 6.595 2.2962962963% 7,807.41
2668623 238,999.04 6.595 2.2962962963% 5,488.13
2669408 209,700.00 6.595 2.2962962963% 4,815.33
2670918 183,100.00 6.595 2.2962962963% 4,204.52
2671839 147,200.00 6.595 2.2962962963% 3,380.15
2672873 224,850.00 6.595 2.2962962963% 5,163.22
2673163 171,710.17 6.595 2.2962962963% 3,942.97
2673273 136,000.00 6.595 2.2962962963% 3,122.96
2673729 435,000.00 6.595 2.2962962963% 9,988.89
2675070 158,800.00 6.595 2.2962962963% 3,646.52
2675661 204,000.00 6.595 2.2962962963% 4,684.44
1785655 323,731.78 6.670 1.1851851852% 3,836.82
1762216 359,408.10 6.720 0.4444444444% 1,597.37
1764365 412,975.97 6.720 0.4444444444% 1,835.45
1766627 239,605.39 6.720 0.4444444444% 1,064.91
1766629 251,585.68 6.720 0.4444444444% 1,118.16
1766641 265,562.66 6.720 0.4444444444% 1,180.28
1766723 248,590.59 6.720 0.4444444444% 1,104.85
1767846 331,454.13 6.720 0.4444444444% 1,473.13
1777622 149,753.36 6.720 0.4444444444% 665.57
1781795 256,989.17 6.720 0.4444444444% 1,142.17
1782339 270,178.35 6.720 0.4444444444% 1,200.79
1784741 284,531.42 6.720 0.4444444444% 1,264.58
1784851 262,767.24 6.720 0.4444444444% 1,167.85
1785195 303,750.81 6.720 0.4444444444% 1,350.00
1785597 309,246.30 6.720 0.4444444444% 1,374.43
1785706 247,796.71 6.720 0.4444444444% 1,101.32
1785721 325,982.57 6.720 0.4444444444% 1,448.81
1785900 246,192.72 6.720 0.4444444444% 1,094.19
1785907 439,276.55 6.720 0.4444444444% 1,952.34
1785951 271,552.80 6.720 0.4444444444% 1,206.90
1785965 359,408.10 6.720 0.4444444444% 1,597.37
1786355 254,000.00 6.720 0.4444444444% 1,128.89
1786400 262,784.42 6.720 0.4444444444% 1,167.93
1786909 347,399.21 6.720 0.4444444444% 1,544.00
1787896 279,539.62 6.720 0.4444444444% 1,242.40
1788371 394,821.10 6.720 0.4444444444% 1,754.76
1788426 305,585.00 6.720 0.4444444444% 1,358.16
1788447 298,260.43 6.720 0.4444444444% 1,325.60
1788477 307,493.58 6.720 0.4444444444% 1,366.64
1788632 295,857.28 6.720 0.4444444444% 1,314.92
1788669 327,188.68 6.720 0.4444444444% 1,454.17
1788712 255,790.16 6.720 0.4444444444% 1,136.85
1788741 167,862.29 6.720 0.4444444444% 746.05
1788798 200,664.49 6.720 0.4444444444% 891.84
1789111 258,787.69 6.720 0.4444444444% 1,150.17
1789492 258,074.98 6.720 0.4444444444% 1,147.00
1789576 450,000.00 6.720 0.4444444444% 2,000.00
1789693 346,000.00 6.720 0.4444444444% 1,537.78
1790086 253,791.80 6.720 0.4444444444% 1,127.96
1790118 327,731.14 6.720 0.4444444444% 1,456.58
1790123 262,784.42 6.720 0.4444444444% 1,167.93
1790135 289,362.61 6.720 0.4444444444% 1,286.06
1790648 357,206.96 6.720 0.4444444444% 1,587.59
1790700 269,079.26 6.720 0.4444444444% 1,195.91
1790874 295,600.00 6.720 0.4444444444% 1,313.78
1791066 199,836.07 6.720 0.4444444444% 888.16
1791316 499,590.15 6.720 0.4444444444% 2,220.40
1791619 283,767.21 6.720 0.4444444444% 1,261.19
1791633 270,000.00 6.720 0.4444444444% 1,200.00
1791772 278,421.59 6.720 0.4444444444% 1,237.43
1791805 499,590.16 6.720 0.4444444444% 2,220.40
1791847 318,750.00 6.720 0.4444444444% 1,416.67
1792168 74,938.52 6.720 0.4444444444% 333.06
1792344 256,950.00 6.720 0.4444444444% 1,142.00
1792938 387,681.96 6.720 0.4444444444% 1,723.03
1792950 168,661.63 6.720 0.4444444444% 749.61
1792957 264,364.61 6.720 0.4444444444% 1,174.95
1793362 185,000.00 6.720 0.4444444444% 822.22
1793414 247,796.72 6.720 0.4444444444% 1,101.32
1793473 197,837.70 6.720 0.4444444444% 879.28
1793624 240,000.00 6.720 0.4444444444% 1,066.67
1793652 333,000.00 6.720 0.4444444444% 1,480.00
1794459 220,000.00 6.720 0.4444444444% 977.78
1796209 221,250.00 6.720 0.4444444444% 983.33
2649195 260,952.95 6.720 0.4444444444% 1,159.79
2665674 464,618.84 6.720 0.4444444444% 2,064.97
2667510 495,193.76 6.720 0.4444444444% 2,200.86
2668214 111,900.00 6.720 0.4444444444% 497.33
2668645 498,976.74 6.720 0.4444444444% 2,217.67
2668660 327,831.06 6.720 0.4444444444% 1,457.03
2668684 649,467.20 6.720 0.4444444444% 2,886.52
2669171 239,200.00 6.720 0.4444444444% 1,063.11
2670450 368,000.00 6.720 0.4444444444% 1,635.56
2670452 383,200.00 6.720 0.4444444444% 1,703.11
2671273 540,000.00 6.720 0.4444444444% 2,400.00
2671275 149,800.00 6.720 0.4444444444% 665.78
2672178 328,000.00 6.720 0.4444444444% 1,457.78
2672180 196,000.00 6.720 0.4444444444% 871.11
2672549 248,000.00 6.720 0.4444444444% 1,102.22
2672874 253,600.00 6.720 0.4444444444% 1,127.11
2673272 271,200.00 6.720 0.4444444444% 1,205.33
2674652 260,800.00 6.720 0.4444444444% 1,159.11
2675391 191,600.00 6.720 0.4444444444% 851.56
2675656 238,400.00 6.720 0.4444444444% 1,059.56
2675658 245,000.00 6.720 0.4444444444% 1,088.89
2675660 142,950.00 6.720 0.4444444444% 635.33
2675663 272,000.00 6.720 0.4444444444% 1,208.89
2675872 271,150.00 6.720 0.4444444444% 1,205.11
2675876 280,000.00 6.720 0.4444444444% 1,244.44
$64,254,255.76 2.2108712529% $1,420,578.87
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[Date]
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1998-S21
Residential Funding Corporation, as the Holder of a ____% Percentage
Interest of the [Class/Subclass] of Class A-__ Certificates, hereby requests the
Trustee to exchange the above-referenced Certificates for the Subclasses
referred to below:
1. Class A__ Certificates, corresponding to the following Uncertificated
REMIC Regular Interests: [List numbers corresponding to the related
loans and Pool Strip Rates from the Mortgage Loan Schedule]. The
Initial Subclass Notional Amount and the initial Pass-Through Rate on
the Class A-__ Certificates will be $___________ and _____%,
respectively.
[2. Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate all of the
Uncertificated REMIC Regular Interests represented by the Class A-__
Certificates surrendered for exchange.
The capitalized terms used but not defined herein shall have the meanings
set forth in the Pooling and Servicing Agreement, dated as of September 1, 1998,
among Residential Funding Mortgage Securities I, Inc., Residential Funding
Corporation and The First National Bank of Chicago, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
Q-1
<PAGE>
<TABLE>
EXHIBIT R
Planned Principal Balances and Targeted Principal Balances
--------------------------------------------
<CAPTION>
PAC I Certificates PAC II Certificates
-------------------------------------------------------------------------------------------
Date Class A10 Class A16 Class A11 Class A12 Class A20 Class A21 Class A22
--- ------ ------ ------ ------ ------ ------ ------
<S> <C> <C>
September 25, 1998 $18,950,000.00$9,675,000.0$7,645,000.00 $10,573,000.0$1,097,000.0$1,097,000.00$1,326,000.00
October 25, 1998 18,855,722.07 9,675,000.007,637,695.49 10,573,000.001,097,000.001,097,000.00 1,326,000.00
November 25, 1998 18,746,502.11 9,675,000.007,626,738.52 10,573,000.001,097,000.001,097,000.00 1,326,000.00
December 25, 1998 18,622,365.16 9,675,000.007,612,133.61 10,573,000.001,097,000.001,097,000.00 1,326,000.00
January 25, 1999 18,483,343.93 9,675,000.007,593,889.50 10,573,000.001,097,000.001,097,000.00 1,326,000.00
February 25, 1999 18,329,478.89 9,675,000.007,572,019.15 10,573,000.001,097,000.001,097,000.00 1,326,000.00
March 25, 1999 18,160,818.17 9,675,000.007,546,539.76 10,573,000.001,097,000.001,097,000.00 1,326,000.00
April 25, 1999 17,977,417.59 9,675,000.007,517,472.74 10,573,000.001,097,000.001,097,000.00 1,326,000.00
May 25, 1999 17,779,340.64 9,675,000.007,484,843.73 10,573,000.001,097,000.001,097,000.00 1,326,000.00
June 25, 1999 17,566,658.48 9,675,000.007,448,682.56 10,573,000.001,097,000.001,097,000.00 1,326,000.00
July 25, 1999 17,339,449.83 9,675,000.007,409,023.22 10,573,000.001,097,000.001,097,000.00 1,326,000.00
August 25, 1999 17,097,801.00 9,675,000.007,365,903.88 10,573,000.001,097,000.001,097,000.00 1,326,000.00
September 25, 1999 16,841,805.83 9,675,000.007,319,366.79 10,573,000.001,097,000.001,097,000.00 1,326,000.00
October 25, 1999 16,571,565.62 9,675,000.007,269,458.29 10,573,000.001,097,000.001,097,000.00 1,326,000.00
November 25, 1999 16,287,189.07 9,675,000.007,216,228.75 10,573,000.001,097,000.001,097,000.00 1,326,000.00
December 25, 1999 15,988,792.24 9,675,000.007,159,732.50 10,573,000.001,097,000.001,097,000.00 1,326,000.00
January 25, 2000 15,676,498.44 9,675,000.007,100,027,79 10,573,000.001,097,000.001,097,000.00 1,326,000.00
February 25, 2000 15,350,438.19 9,675,000.007,037,176.71 10,573,000.001,097,000.001,097,000.00 1,326,000.00
March 25, 2000 15,010,749.13 9,675,000.006,971,245.15 10,573,000.001,097,000.001,097,000.00 1,326,000.00
April 25, 2000 14,657,575.87 9,675,000.006,902,302.67 10,573,000.001,097,000.001,097,000.00 1,326,000.00
May 25, 2000 14,291,069.99 9,675,000.006,830,422.48 10,573,000.001,097,000.001,097,000.00 1,326,000.00
June 25, 2000 13,911,389.84 9,675,000.006,755,681.31 10,573,000.001,097,000.001,097,000.00 1,326,000.00
July 25, 2000 13,518,700.51 9,675,000.006,678,159.32 10,573,000.001,097,000.001,097,000.00 1,326,000.00
August 25, 2000 13,113,173.66 9,675,000.006,597,940.03 10,573,000.001,097,000.001,097,000.00 1,326,000.00
September 25, 2000 12,694,987.42 9,675,000.006,515,110.18 10,573,000.001,097,000.001,097,000.00 1,326,000.00
October 25, 2000 12,264,326.27 9,675,000.006,429,759.65 10,573,000.001,097,000.001,097,000.00 1,326,000.00
November 25, 2000 11,821,380.89 9,675,000.006,341,981.34 10,573,000.001,097,000.001,097,000.00 1,326,000.00
December 25, 2000 11,366,348.02 9,675,000.006,251,871.02 10,573,000.001,097,000.001,097,000.00 1,326,000.00
January 25, 2001 10,899.430.35 9,675,000.006,159,527.26 10,573,000.001,097,000.001,097,000.00 1,326,000.00
February 25, 2001 10,420,836.32 9,675,000.006,065,051.28 10,573,000.001,097,000.001,097,000.00 1,326,000.00
</TABLE>
(Table continued on next page)
R-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
March 25, 2001 $9,944,670.45 $9,675,000.0$5,971,928.33 $10,573,000.0$1,097,000.0$1,097,000.00$1,326,000.00
April 25, 2001 9,470,920.40 9,675,000.005,880,146.51 10,573,000.001,097,000.001,097,000.00 $1,326,000.00
May 25, 2001 8,999,573.91 9,675,000.005,789,693.99 10,573,000.001,097,000.001,097,000.00 1,326,000.00
June 25, 2001 8,530,618.76 9,675,000.005,700,559.04 10,573,000.001,097,000.001,097,000.00 1,326,000.00
July 25, 2001 8,064,042.82 9,675,000.005,612,730.01 10,573,000.001,097,000.001,097,000.00 1,326,000.00
August 25, 2001 7,599,834.02 9,675,000.005,526,195.36 10,573,000.001,097,000.001,097,000.00 1,326,000.00
September 25, 2001 7,137,980.33 9,675,000.005,440,943.64 10,573,000.001,097,000.001,097,000.00 1,326,000.00
October 25, 2001 6,678,469.82 9,675,000.005,356,963.48 10,573,000.001,097,000.001,097,000.00 1,326,000.00
November 25, 2001 6,221,290.59 9,675,000.005,274,243.60 10,573,000.001,097,000.001,097,000.00 1,326,000.00
December 25, 2001 5,766,430.82 9,675,000.005,192,772.82 10,573,000.001,097,000.001,097,000.00 1,326,000.00
January 25, 2002 5,313,878.75 9,675,000.005,112,540.04 10,573,000.001,097,000.001,097,000.00 1,326,000.00
February 25, 2002 4,863,622.67 9,675,000.005,033,534.24 10,573,000.001,097,000.001,097,000.00 1,326,000.00
March 25, 2002 4,415,650.96 9,675,000.004,955,744.51 10,573,000.001,097,000.001,097,000.00 1,326,000.00
April 25, 2002 3,969,952.02 9,675,000.004,879,160.01 10,573,000.001,097,000.001,097,000.00 1,326,000.00
May 25, 2002 3,526,514.35 9,675,000.004,803.769.98 10,573,000.001,097,000.001,097,000.00 1,326,000.00
June 25, 2002 3,085,326.49 9,675,000.004,729,563.77 10,573,000.001,097,000.001,097,000.00 1,326,000.00
July 25, 2002 2,646,377.05 9,675,000.004,656,530.78 10,573,000.001,097,000.001,097,000.00 1,326,000.00
August 25, 2002 2,209,654.68 9,675,000.004,584,660.53 10,573,000.001,097,000.001,097,000.00 1,326,000.00
September 25, 2002 1,775,148.11 9,675,000.004,513,942.59 10,573,000.001,097,000.001,097,000.00 1,326,000.00
October 25, 2002 1,342,846.13 9,675,000.004,444,366.64 10,573,000.001,097,000.001,097,000.00 1,326,000.00
November 25, 2002 912,737.58 9,675,000.004,375,922.43 10,573,000.001,097,000.001,097,000.00 1,326,000.00
December 25, 2002 484,811.36 9,675,000.004,308,599.79 10,573,000.001,097,000.001,097,000.00 1,326,000.00
January 25, 2003 59,056.43 9,675,000.004,242,388.64 10,573,000.001,097,000.001,097,000.00 1,326,000.00
February 25, 2003 0.00 9,310,461.814,177,278.96 10,573,000.001,097,000.001,097,000.00 1,326,000.00
March 25, 2003 0.00 8,889,016.584,113,260.83 10,573,000.001,097,000.001,097,000.00 1,326,000.00
April 25, 2003 0.00 8,469,709.864,050,324.40 10,573,000.001,097,000.001,097,000.00 1,326,000.00
May 25, 2003 0.00 8,052,530.863,988,459.91 10,573,000.001,097,000.001,097,000.00 1,326,000.00
June 25, 2003 0.00 7,637,468.813,927,657.66 10,573,000.001,097,000.001,097,000.00 1,326,000.00
July 25, 2003 0.00 7,224,513.043,867,908.04 10,573,000.001,097,000.001,097,000.00 1,326,000.00
August 25, 2003 0.00 6,813,652.883,809,201.52 10,573,000.001,097,000.001,097,000.00 1,326,000.00
September 25, 2003 0.00 6,404,877.783,751,528.62 10,573,000.001,097,000.001,097,000.00 1,326,000.00
October 25, 2003 0.00 6,026,144.563,699,550.34 10,573,000.001,097,000.001,097,000.00 1,326,000.00
November 25, 2003 0.00 5,649,465.323,648,559.58 10,573,000.001,097,000.001,097,000.00 1,326,000.00
(Table continued on next page)
[
R-2
<PAGE>
December 25, 2003 $0.00 $5,274,829.7$3,598,547.10 $10,573,000.0$1,097,000.0$1,097,000.00$1,326,000.00
January 25, 2004 0.00 4,902,227.703,549,503.74 10,573,000.001,097,000.001,097,000.00 1,326,000.00
February 25, 2004 0.00 4,531,648.893,501,420.41 10,573,000.001,097,000.001,097,000.00 1,326,000.00
March 25, 2004 0.00 4,163,083.213,454,288.09 10,573,000.001,097,000.001,097,000.00 1,326,000.00
April 25, 2004 0.00 3,796,520.613,408,097,83 10,573,000.001,097,000.001,097,000.00 1,326,000.00
May 25, 2004 0.00 3,431,951.043,362,840.76 10,573,000.001,097,000.001,097,000.00 1,326,000.00
June 25, 2004 0.00 3,069,364.553,318,508.08 10,573,000.001,097,000.001,097,000.00 1,326,000.00
July 25, 2004 0.00 2,708,751.223,275,091.05 10,573,000.001,097,000.001,097,000.00 1,326,000.00
August 25, 2004 0.00 2,350,101.183,232,581.02 10,573,000.001,097,000.001,097,000.00 1,326,000.00
September 25, 2004 0.00 1,993,404.643,190,969.38 10,573,000.001,097,000.001,097,000.00 1,326,000.00
October 25, 2004 0.00 1,836,680.052,959,499.83 10,573,000.001,097,000.001,097,000.00 1,326,000.00
November 25, 2004 0.00 1,685,906.252,724,842.98 10,573,000.001,097,000.001,097,000.00 1,326,000.00
December 25, 2004 0.00 1,540,889.652,487,174,47 10,573,000.001,097,000.001,097,000.00 1,326,000.00
January 25, 2005 0.00 1,401,442.572,246,664.08 10,573,000.001,097,000.001,097,000.00 1,326,000.00
February 25, 2005 0.00 1,267,383,162,003,475.96 10,573,000.001,097,000.001,097,000.00 1,326,000.00
March 25, 2005 0.00 1,138,535.161,757,768.75 10,573,000.001,097,000.001,097,000.00 1,326,000.00
April 25, 2005 0.00 1,014,727.731,509,695.77 10,573,000.001,097,000.001,097,000.00 1,326,000.00
May 25, 2005 0.00 895,795.34 1,259,405.17 10,573,000.001,097,000.001,097,000.00 1,326,000.00
June 25, 2005 0.00 781,577.53 1,007,040.14 10,573,000.001,097,000.001,097,000.00 1,326,000.00
July 25, 2005 0.00 671,918.84 752,738.97 10,573,000.001,097,000.001,097,000.00 1,326,000.00
August 25, 2005 0.00 566,668.60 496,635.30 10,573,000.001,097,000.001,097,000.00 1,326,000.00
September 25, 2005 0.00 465,680.82 238,858.17 10,573,000.001,097,000.001,097,000.00 1,326,000.00
October 25, 2005 0.00 394,706.70 0.00 10,546,672.491,097,000.001,097,000.00 1,326,000.00
November 25, 2005 0.00 326,885.41 0.00 10,274,613.251,097,000.001,097,000.00 1,326,000.00
December 25, 2005 0.00 262,103.54 0.00 10,001,924.521,097,000.001,097,000.00 1,326,000.00
January 25, 2006 0.00 200,251.41 0.00 9,728,699.93 1,097,000.001,097,000.00 1,326,000.00
February 25, 2006 (0.00) 141,222.95 0.00 9,455,029.66 1,097,000.001,097,000.00 1,326,000.00
March 25, 2006 0.00 84,915.59 0.00 9,181,000.43 1,097,000.001,097,000.00 1,326,000.00
April 25, 2006 (0.00) 31,230.14 0.00 8,906,695.73 1,097,000.001,097,000.00 1,326,000.00
May 25, 2006 0.00 0.00 0.00 8,612,266.55 1,097,000.001,097,000.00 1,326,000.00
June 25, 2006 0.00 0.00 0.00 8,288,922.56 1,097,000.001,097,000.00 1,326,000.00
July 25, 2006 0.00 0.00 0.00 7,967,878.49 1,097,000.001,097,000.00 1,326,000.00
August 25, 2006 0.00 0.00 0.00 7,649,119.04 1,097,000.001,097,000.00 1,326,000.00
(Table continued from previous page and on next page)
[TPW: NY05:7000805.1] 16069-00499 09/29/98 01:49PM
R-3
<PAGE>
September 25, 2006 $0.00 $0.00 $0.00 $7,332,629.01$1,097,000.0$1,097,000.00$1,326,000.00
October 25, 2006 0.00 0.00 0.00 7,045,466.89 1,097,000.001,097,000.00 1,326,000.00
November 25, 2006 0.00 0.00 0.00 6,763,792.83 1,097,000.001,097,000.00 1,326,000.00
December 25, 2006 0.00 0.00 0.00 6,487,506.63 1,097,000.001,097,000.00 1,326,000.00
January 25, 2007 0.00 0.00 0.00 6,216,509.84 1,097,000.001,097,000.00 1,326,000.00
February 25, 2007 0.00 0.00 0.00 5,950.705.75 1,097,000.001,097,000.00 1,326,000.00
March 25, 2007 0.00 0.00 0.00 5,689,999.40 1,097,000.001,097,000.00 1,326,000.00
April 25, 2007 0.00 0.00 0.00 5,434,297.46 1,097,000.001,097,000.00 1,326,000.00
May 25, 2007 0.00 0.00 0.00 5,183,508.29 1,097,000.001,097,000.00 1,326,000.00
June 25, 2007 0.00 0.00 0.00 4,937,541.88 1,097,000.001,097,000.00 1,326,000.00
July 25, 2007 0.00 0.00 0.00 4,696,309.79 1,097,000.001,097,000.00 1,326,000.00
August 25, 2007 0.00 0.00 0.00 4,459,725.16 1,097,000.001,097,000.00 1,326,000.00
September 25, 2007 0.00 0.00 0.00 4,227,702.69 1,097,000.001,097,000.00 1,326,000.00
October 25, 2007 0.00 0.00 0.00 4,028,808.19 1,097,000.001,097,000.00 1,326,000.00
November 25, 2007 0.00 0.00 0.00 3,833,367.14 1,097,000.001,097,000.00 1,326,000.00
December 25, 2007 0.00 0.00 0.00 3,641,320.91 1,097,000.001,097,000.00 1,326,000.00
January 25, 2008 0.00 0.00 0.00 3,452,611.86 1,097,000.001,097,000.00 1,326,000.00
February 25, 2008 0.00 0.00 0.00 3,267,183.29 1,097,000.001,097,000.00 1,326,000.00
March 25, 2008 0.00 0.00 0.00 3,084,979.49 1,097,000.001,097,000.00 1,326,000.00
April 25, 2008 0.00 0.00 0.00 2,905,945.66 1,097,000.001,097,000.00 1,326,000.00
May 25, 2008 0.00 0.00 0.00 2,730,027.91 1,097,000.001,097,000.00 1,326,000.00
June 25, 2008 0.00 0.00 0.00 2,557,173.27 1,097,000.001,097,000.00 1,326,000.00
July 25, 2008 0.00 0.00 0.00 2,387,329.65 1,097,000.001,097,000.00 1,326,000.00
August 25, 2008 0.00 0.00 0.00 2,220,445.84 1,097,000.001,097,000.00 1,326,000.00
September 25, 2008 0.00 0.00 0.00 2,056,471.48 1,097,000.001,097,000.00 1,326,000.00
October 25, 2008 0.00 0.00 0.00 1,895,357.07 1,097,000.001,097,000.00 1,326,000.00
November 25, 2008 0.00 0.00 0.00 1,737,053.92 1,097,000.001,097,000.00 1,326,000.00
December 25, 2008 0.00 0.00 0.00 1,581,514.18 1,097,000.001,097,000.00 1,326,000.00
January 25, 2009 0.00 0.00 0.00 1,428,690.78 1,097,000.001,097,000.00 1,326,000.00
February 25, 2009 0.00 0.00 0.00 1,278,537.45 1,097,000.001,097,000.00 1,326,000.00
March 25, 2009 0.00 0.00 0.00 1,131,008.70 1,097,000.001,097,000.00 1,326,000.00
April 25, 2009 0.00 0.00 0.00 986,059.80 1,097,000.001,097,000.00 1,326,000.00
May 25, 2009 0.00 0.00 0.00 843,646.78 1,097,000.001,097,000.00 1,326,000.00
(Table continued from previous page and on next page)
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<PAGE>
June 25, 2009 $0.00 $0.00 $0.00 $703,726.39 $1,097,000.0$1,097,000.00$1,326,000.00
July 25, 2009 0.00 0.00 0.00 566,256.13 1,097,000.001,097,000.00 1,326,000.00
August 25, 2009 0.00 0.00 0.00 431,194.18 1,097,000.001,097,000.00 1,326,000.00
September 25, 2009 0.00 0.00 0.00 298,499.47 1,097,000.001,097,000.00 1,326,000.00
October 25, 2009 0.00 0.00 0.00 168,131.57 1,097,000.001,097,000.00 1,326,000.00
November 25, 2009 0.00 0.00 0.00 40,050.77 1,097,000.001,097,000.00 1,326,000.00
December 25, 2009 0.00 0.00 0.00 0.00 1,054,109.011,054,109.01 1,326,000.00
January 25, 2010 0.00 0.00 0.00 0.00 992,297.44 992,297.44 1,326,000.00
February 25, 2010 0.00 0.00 0.00 0.00 931,571.82 931,571.82 1,326,000.00
March 25, 2010 0.00 0.00 0.00 0.00 871,913.57 871,913.57 1,326,000.00
April 25, 2010 0.00 0.00 0.00 0.00 813,304.45 813,304.45 1,326,000.00
May 25, 2010 0.00 0.00 0.00 0.00 755,726.52 755,726.52 1,326,000.00
June 25, 2010 0.00 0.00 0.00 0.00 699,162.14 699,162.14 1,326,000.00
July 25, 2010 0.00 0.00 0.00 0.00 643.593.97 643.593.97 1,326,000.00
August 25, 2010 0.00 0.00 0.00 0.00 589,004.95 589,004.95 1,326,000.00
September 25, 2010 0.00 0.00 0.00 0.00 535,378.32 535,378.32 1,326,000.00
October 25, 2010 0.00 0.00 0.00 0.00 482,697.61 482,697.61 1,326,000.00
November 25, 2010 0.00 0.00 0.00 0.00 430,946.60 430,946.60 1,326,000.00
December 25, 2010 0.00 0.00 0.00 0.00 380,109.36 380,109.36 1,326,000.00
January 25, 2011 0.00 0.00 0.00 0.00 348,612.46 348,612.46 1,326,000.00
February 25, 2011 0.00 0.00 0.00 0.00 328,394.55 328,394.55 1,326,000.00
March 25, 2011 0.00 0.00 0.00 0.00 308,534.20 308,534.20 1,326,000.00
April 25, 2011 0.00 0.00 0.00 0.00 289,025.27 289,025.27 1,326,000.00
May 25, 2011 0.00 0.00 0.00 0.00 269,861.73 269,861.73 1,326,000.00
June 25, 2011 0.00 0.00 0.00 0.00 251,037.67 251,037.67 1,326,000.00
July 25, 2011 0.00 0.00 0.00 0.00 232,547.23 232,547.23 1,326,000.00
August 25, 2011 0.00 0.00 0.00 0.00 214,384.71 214,384.71 1,326,000.00
September 25, 2011 0.00 0.00 0.00 0.00 196,544.45 196,544.45 1,326,000.00
October 25, 2011 0.00 0.00 0.00 0.00 179,020.93 179,020.93 1,326,000.00
November 25, 2011 0.00 0.00 0.00 0.00 161,808.69 161,808.69 1,326,000.00
December 25, 2011 0.00 0.00 0.00 0.00 144,902.38 144,902.38 1,326,000.00
January 25, 2012 0.00 0.00 0.00 0.00 128,296.75 128,296.75 1,326,000.00
February 25, 2012 0.00 0.00 0.00 0.00 111,986.60 111,986.60 1,326,000.00
(Table continued from previous page and on next page)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
March 25, 2012 0.00 $0.00 $0.00 $0.00 $95,966.87 $95,966.87 $1,326,000.00
April 25, 2012 0.00 0.00 0.00 0.00 80,232.55 80,232.55 1,326,000.00
May 25, 2012 0.00 0.00 0.00 0.00 64,778.71 64,778.71 1,326,000.00
June 25, 2012 0.00 0.00 0.00 0.00 49,600.53 49,600.53 1,326,000.00
July 25, 2012 0.00 0.00 0.00 0.00 34,693.26 34,693.26 1,326,000.00
August 25, 2012 0.00 0.00 0.00 0.00 20,052.22 20,052.22 1,326,000.00
September 25, 2012 0.00 0.00 0.00 0.00 5,672.82 5,672.82 1,326,000.00
October 25, 2012 0.00 0.00 0.00 0.00 0.00 0.00 1,309,101.10
November 25, 2012 0.00 0.00 0.00 0.00 0.00 0.00 1,281,361.94
December 25, 2012 0.00 0.00 0.00 0.00 0.00 0.00 1,254,119.42
January 25, 2013 0.00 0.00 0.00 0.00 0.00 0.00 1,227,364.98
February 25, 2013 0.00 0.00 0.00 0.00 0.00 0.00 1,201,090.17
March 25, 2013 0.00 0.00 0.00 0.00 0.00 0.00 1,175,286.71
April 25, 2013 0.00 0.00 0.00 0.00 0.00 0.00 1,149,946.45
May 25, 2013 0.00 0.00 0.00 0.00 0.00 0.00 1,125,061.37
June 25, 2013 0.00 0.00 0.00 0.00 0.00 0.00 1,100,623.59
July 25, 2013 0.00 0.00 0.00 0.00 0.00 0.00 1,076,625.38
August 25, 2013 0.00 0.00 0.00 0.00 0.00 0.00 1,053,059.12
September 25, 2013 0.00 0.00 0.00 0.00 0.00 0.00 1,029,917.33
October 25, 2013 0.00 0.00 0.00 0.00 0.00 0.00 1,007,192.64
November 25, 2013 0.00 0.00 0.00 0.00 0.00 0.00 984,877.84
December 25, 2013 0.00 0.00 0.00 0.00 0.00 0.00 962,965.81
January 25, 2014 0.00 0.00 0.00 0.00 0.00 0.00 941,449.57
February 25, 2014 0.00 0.00 0.00 0.00 0.00 0.00 920,322.24
March 25, 2014 0.00 0.00 0.00 0.00 0.00 0.00 899,577.07
April 25, 2014 0.00 0.00 0.00 0.00 0.00 0.00 879,207.42
May 25, 2014 0.00 0.00 0.00 0.00 0.00 0.00 859,206.77
June 25, 2014 0.00 0.00 0.00 0.00 0.00 0.00 839,568.70
July 25, 2014 0.00 0.00 0.00 0.00 0.00 0.00 820,286.91
August 25, 2014 0.00 0.00 0.00 0.00 0.00 0.00 801,355.19
September 25, 2014 0.00 0.00 0.00 0.00 0.00 0.00 782,767.46
October 25, 2014 0.00 0.00 0.00 0.00 0.00 0.00 764,517.73
November 25, 2014 0.00 0.00 0.00 0.00 0.00 0.00 746,600.10
(Table continued from previous page and on next page)
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<PAGE>
December 25, 2014 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $729,008.79
January 25, 2015 0.00 0.00 0.00 0.00 0.00 0.00 711,738.11
February 25, 2015 0.00 0.00 0.00 0.00 0.00 0.00 694,782.47
March 25, 2015 0.00 0.00 0.00 0.00 0.00 0.00 678,136.37
April 25, 2015 0.00 0.00 0.00 0.00 0.00 0.00 661,794.41
May 25, 2015 0.00 0.00 0.00 0.00 0.00 0.00 645,751.27
June 25, 2015 0.00 0.00 0.00 0.00 0.00 0.00 630,001.73
July 25, 2015 0.00 0.00 0.00 0.00 0.00 0.00 614,540.67
August 25, 2015 0.00 0.00 0.00 0.00 0.00 0.00 599,363.04
September 25, 2015 0.00 0.00 0.00 0.00 0.00 0.00 584,463.87
October 25, 2015 0.00 0.00 0.00 0.00 0.00 0.00 569,838.30
November 25, 2015 0.00 0.00 0.00 0.00 0.00 0.00 555,481.54
December 25, 2015 0.00 0.00 0.00 0.00 0.00 0.00 541,388.87
January 25, 2016 0.00 0.00 0.00 0.00 0.00 0.00 527,555.66
February 25, 2016 0.00 0.00 0.00 0.00 0.00 0.00 513,977.37
March 25, 2016 0.00 0.00 0.00 0.00 0.00 0.00 500,649.52
April 25, 2016 0.00 0.00 0.00 0.00 0.00 0.00 487,567.72
May 25, 2016 0.00 0.00 0.00 0.00 0.00 0.00 474,727.65
June 25, 2016 0.00 0.00 0.00 0.00 0.00 0.00 462,125.05
July 25, 2016 0.00 0.00 0.00 0.00 0.00 0.00 449,755.76
August 25, 2016 0.00 0.00 0.00 0.00 0.00 0.00 437,615.68
September 25, 2016 0.00 0.00 0.00 0.00 0.00 0.00 425,700.76
October 25, 2016 0.00 0.00 0.00 0.00 0.00 0.00 414,007.05
November 25, 2016 0.00 0.00 0.00 0.00 0.00 0.00 402,530.65
December 25, 2016 0.00 0.00 0.00 0.00 0.00 0.00 391,267.73
January 25, 2017 0.00 0.00 0.00 0.00 0.00 0.00 380,214.53
February 25, 2017 0.00 0.00 0.00 0.00 0.00 0.00 369,367.35
March 25, 2017 0.00 0.00 0.00 0.00 0.00 0.00 358,722.54
April 25, 2017 0.00 0.00 0.00 0.00 0.00 0.00 348,276.55
May 25, 2017 0.00 0.00 0.00 0.00 0.00 0.00 338,025.85
June 25, 2017 0.00 0.00 0.00 0.00 0.00 0.00 327,967.00
July 25, 2017 0.00 0.00 0.00 0.00 0.00 0.00 318,096.59
August 25, 2017 0.00 0.00 0.00 0.00 0.00 0.00 308,411.30
(Table continued from previous page and on next page)
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<PAGE>
September 25, 2017 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $298,907.86
October 25, 2017 0.00 0.00 0.00 0.00 0.00 0.00 289,583.02
November 25, 2017 $0.00 $0.00 0.00 0.00 0.00 0.00 280,433.64
December 25, 2017 0.00 0.00 0.00 0.00 0.00 0.00 271,456.60
January 25, 2018 0.00 0.00 0.00 0.00 0.00 0.00 262,648.84
February 25, 2018 0.00 0.00 0.00 0.00 0.00 0.00 254,007.36
March 25, 2018 0.00 0.00 0.00 0.00 0.00 0.00 245,529.20
April 25, 2018 0.00 0.00 0.00 0.00 0.00 0.00 237,211.46
May 25, 2018 0.00 0.00 0.00 0.00 0.00 0.00 229,051.29
June 25, 2018 0.00 0.00 0.00 0.00 0.00 0.00 221,045.88
July 25, 2018 0.00 0.00 0.00 0.00 0.00 0.00 213,192.48
August 25, 2018 0.00 0.00 0.00 0.00 0.00 0.00 205,488.37
September 25, 2018 0.00 0.00 0.00 0.00 0.00 0.00 197,930.90
October 25, 2018 0.00 0.00 0.00 0.00 0.00 0.00 190,517.45
November 25, 2018 0.00 0.00 0.00 0.00 0.00 0.00 183,245.46
December 25, 2018 0.00 0.00 0.00 0.00 0.00 0.00 176,112.39
January 25, 2019 0.00 0.00 0.00 0.00 0.00 0.00 169,115.76
February 25, 2019 0.00 0.00 0.00 0.00 0.00 0.00 162,253.13
March 25, 2019 0.00 0.00 0.00 0.00 0.00 0.00 155,522.10
April 25, 2019 0.00 0.00 0.00 0.00 0.00 0.00 148,920.33
May 25, 2019 0.00 0.00 0.00 0.00 0.00 0.00 142,445.48
June 25, 2019 0.00 0.00 0.00 0.00 0.00 0.00 136,095.29
July 25, 2019 0.00 0.00 0.00 0.00 0.00 0.00 129,867.52
August 25, 2019 0.00 0.00 0.00 0.00 0.00 0.00 123,759.98
September 25, 2019 0.00 0.00 0.00 0.00 0.00 0.00 117,770.49
October 25, 2019 0.00 0.00 0.00 0.00 0.00 0.00 111,896.95
November 25, 2019 0.00 0.00 0.00 0.00 0.00 0.00 106,137.26
December 25, 2019 0.00 0.00 0.00 0.00 0.00 0.00 100,489.38
January 25, 2020 0.00 0.00 0.00 0.00 0.00 0.00 94,951.29
February 25, 2020 0.00 0.00 0.00 0.00 0.00 0.00 89,521.01
March 25, 2020 0.00 0.00 0.00 0.00 0.00 0.00 84,196.60
April 25, 2020 0.00 0.00 0.00 0.00 0.00 0.00 78,976.14
May 25, 2020 0.00 0.00 0.00 0.00 0.00 0.00 73,857.77
(Table continued from previous page and on next page)
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<PAGE>
June 25, 2020 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $68,839.63
July 25, 2020 0.00 0.00 0.00 0.00 0.00 0.00 63,919.91
August 25, 2020 0.00 0.00 0.00 0.00 0.00 0.00 59,096.83
September 25, 2020 0.00 0.00 0.00 0.00 0.00 0.00 54,368.64
October 25, 2020 0.00 0.00 0.00 0.00 0.00 0.00 49,733.62
November 25, 2020 0.00 0.00 0.00 0.00 0.00 0.00 45,190.07
December 25, 2020 0.00 0.00 0.00 0.00 0.00 0.00 40,736.34
January 25, 2021 0.00 0.00 0.00 0.00 0.00 0.00 36,370.80
February 25, 2021 0.00 0.00 0.00 0.00 0.00 0.00 32,091.84
March 25, 2021 0.00 0.00 0.00 0.00 0.00 0.00 27,897.88
April 25, 2021 0.00 0.00 0.00 0.00 0.00 0.00 23,787.38
May 25, 2021 0.00 0.00 0.00 0.00 0.00 0.00 19,758.82
June 25, 2021 0.00 0.00 0.00 0.00 0.00 0.00 15,810.70
July 25, 2021 0.00 0.00 0.00 0.00 0.00 0.00 11,941.55
August 25, 2021 0.00 0.00 0.00 0.00 0.00 0.00 8,149.94
September 25, 2021 0.00 0.00 0.00 0.00 0.00 0.00 4,434.43
October 25, 2021 0.00 0.00 0.00 0.00 0.00 0.00 793.65
November 25, 2021 0.00 0.00 0.00 0.00 0.00 0.00 0.00
</TABLE>
(Table continued from previous page)
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<PAGE>
EXHIBIT S
Planned Principal Balances and Targeted Principal Balances
-----------------------------------------------
TAC Certificates
Date Class Class
A6 A7
-----------------------------------------------
September 25, 1998........$20,053,531.00 $1,485,449.00
October 25, 1998..........19,993,865.75 1,481,027.87
November 25, 1998.........19,913,541.32 1,475,077.91
December 25, 1998.........19,812,582.96 1,467,599.51
January 25, 1999..........19,691,037.45 1,458,596.13
February 25, 1999.........19,548,993.39 1,448,074,34
March 25, 1999............19,386,581.35 1,436,043.81
April 25, 1999............19,203,973.97 1,422,517,34
May 25, 1999..............19,001,385.91 1,407,510.80
June 25, 1999.............18,779,073.64 1,391,043.22
July 25, 1999.............18,537,335.27 1,373,136.66
August 25, 1999...........18,276,510.06 1,353,816.27
September 25, 1999........17,996,978.03 1,333,110.18
October 25, 1999..........17,699,159.25 1,311,049.52
November 25, 1999.........17,383,513.22 1,287,668.32
December 25, 1999.........17,050,537.96 1,263,003.47
January 25, 2000..........16,700,769.08 1,237,094.65
February 25, 2000.........16,334,778.75 1,209,984.25
March 25, 2000............15,953.174.59 1,181,717.25
April 25, 2000............15,556,598.26 1,152,341.22
May 25, 2000..............15,145,724.26 1,121,906.09
June 25, 2000.............14,721,258,38 1,090,464.15
July 25, 2000.............14,283,936.14 1,058,069,90
August 25, 2000...........13,834,521.22 1,024,799.89
September 25, 2000........13,373,803.63 990,652.64
(Table continued from previous page)
[TPW: NY05:7000805.1] 16069-00499 09/29/98 01:49PM
S-10
<PAGE>
October 25, 2000.................... 12,902,597.99 955,748.50
November 25, 2000................... 12,421,741.57 920,129.49
December 25, 2000................... 11,932,092.39 883,859.16
January 25, 2001.................... 11,434,527.18 847,002.46
February 25, 2001................... 10,929,939.29 809,625.56
March 25, 2001...................... 10,437,458.79 773,145.50
April 25, 2001...................... 9,956,868.31 737,546.19
May 25, 2001........................ 9,487,953.92 702,811.77
June 25, 2001....................... 9,030,505.11 668,926.65
July 25, 2001....................... 8,584,314.71 635,875.50
August 25, 2001..................... 8,149,178.88 603,643.20
September 25, 2001.................. 7,724,897.02 572,214.89
October 25, 2001.................... 7,311,271.71 541,575.97
November 25, 2001................... 6,908,108.73 511,712.03
December 25, 2001................... 6,515,216.93 482,608.91
January 25, 2002.................... 6,132,408.22 454,252.70
February 25, 2002................... 5,759,497.53 426,629.67
March 25, 2002...................... 5,396,302.75 399,726.34
April 25, 2002...................... 5,042,644.69 373,529.43
May 25, 2002........................ 4,698,347.02 348,025.89
June 25, 2002....................... 4,363,236.26 323,202.86
July 25, 2002....................... 4,037,141.69 299,047.69
August 25, 2002..................... 3,719,895.34 275,547.95
September 25, 2002.................. 3,411,331.96 252,691.39
October 25, 2002.................... 3,111,288.91 230,465.97
November 25, 2002................... 2,819,606.22 208,859.83
December 25, 2002................... 2,536,126.44 187,861.32
January 25, 2003.................... 2,260,694.71 167,458.96
February 25, 2003................... 1,993,158.64 147,641.46
March 25, 2003...................... 1,733,368.26 128,397.73
April 25, 2003...................... 1,481,176.10 109,716.82
May 25, 2003........................ 1,236,437.01 91,587.99
(Table continued from previous page)
S-11
<PAGE>
June 25, 2003........................999,008.20 74,000.67
July 25, 2003........................768,749.20 56,944.44
August 25, 2003......................545,521.80 40,409.07
September 25, 2003...................329,190.02 24,384.49
October 25, 2003.....................147,153.65 10,900.32
November 25, 2003....................0.00 0.00
December 25, 2003....................0.00 0.00
January 25, 2004.....................0.00 0.00
February 25, 2004....................0.00 0.00
March 25, 2004.......................0.00 0.00
April 25, 2004.......................0.00 0.00
May 25, 2004.........................0.00 0.00
June 25, 2004........................0.00 0.00
July 25, 2004........................0.00 0.00
August 25, 2004......................0.00 0.00
September 25, 2004...................0.00 0.00
October 25, 2004.....................0.00 0.00
November 25, 2004....................0.00 0.00
December 25, 2004....................0.00 0.00
January 25, 2005.....................0.00 0.00
February 25, 2005....................0.00 0.00
March 25, 2005.......................0.00 0.00
April 25, 2005.......................0.00 0.00
May 25, 2005.........................0.00 0.00
June 25, 2005........................0.00 0.00
July 25, 2005........................0.00 0.00
August 25, 2005......................0.00 0.00
September 25, 2005...................0.00 0.00
October 25, 2005.....................0.00 0.00
November 25, 2005....................0.00 0.00
December 25, 2005....................0.00 0.00
January 25, 2006.....................0.00 0.00
February 25, 2006....................0.00 0.00
(Table continued from previous page and on next page)
S-12
<PAGE>
March 25, 2006.......................0.00 0.00
April 25, 2006.......................0.00 0.00
May 25, 2006.........................0.00 0.00
June 25, 2006........................0.00 0.00
July 25, 2006........................0.00 0.00
August 25, 2006......................0.00 0.00
September 25, 2006...................0.00 0.00
October 25, 2006.....................0.00 0.00
November 25, 2006....................0.00 0.00
December 25, 2006....................0.00 0.00
January 25, 2007.....................0.00 0.00
February 25, 2007....................0.00 0.00
March 25, 2007.......................0.00 0.00
April 25, 2007.......................0.00 0.00
May 25, 2007.........................0.00 0.00
June 25, 2007........................0.00 0.00
July 25, 2007........................0.00 0.00
August 25, 2007......................0.00 0.00
September 25, 2007...................0.00 0.00
October 25, 2007.....................0.00 0.00
November 25, 2007....................0.00 0.00
December 25, 2007....................0.00 0.00
January 25, 2008.....................0.00 0.00
February 25, 2008....................0.00 0.00
March 25, 2008.......................0.00 0.00
April 25, 2008.......................0.00 0.00
May 25, 2008.........................0.00 0.00
June 25, 2008........................0.00 0.00
July 25, 2008........................0.00 0.00
August 25, 2008......................0.00 0.00
September 25, 2008...................0.00 0.00
October 25, 2008.....................0.00 0.00
November 25, 2008....................0.00 0.00
(Table continued from previous page and on next page)
S-13
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December 25, 2008....................0.00 0.00
January 25, 2009.....................0.00 0.00
February 25, 2009....................0.00 0.00
March 25, 2009.......................0.00 0.00
April 25, 2009.......................0.00 0.00
May 25, 2009.........................0.00 0.00
June 25, 2009........................0.00 0.00
July 25, 2009........................0.00 0.00
August 25, 2009......................0.00 0.00
September 25, 2009...................0.00 0.00
October 25, 2009.....................0.00 0.00
November 25, 2009....................0.00 0.00
December 25, 2009....................0.00 0.00
January 25, 2010.....................0.00 0.00
February 25, 2010....................0.00 0.00
March 25, 2010.......................0.00 0.00
April 25, 2010.......................0.00 0.00
May 25, 2010.........................0.00 0.00
June 25, 2010........................0.00 0.00
July 25, 2010........................0.00 0.00
August 25, 2010......................0.00 0.00
September 25, 2010...................0.00 0.00
October 25, 2010.....................0.00 0.00
November 25, 2010....................0.00 0.00
December 25, 2010....................0.00 0.00
January 25, 2011.....................0.00 0.00
February 25, 2011....................0.00 0.00
March 25, 2011.......................0.00 0.00
April 25, 2011.......................0.00 0.00
May 25, 2011.........................0.00 0.00
June 25, 2011........................0.00 0.00
July 25, 2011........................0.00 0.00
August 25, 2011......................0.00 0.00
(Table continued from previous page and on next page)
S-14
<PAGE>
September 25, 2011...................0.00 0.00
October 25, 2011.....................0.00 0.00
November 25, 2011....................0.00 0.00
December 25, 2011....................0.00 0.00
January 25, 2012.....................0.00 0.00
February 25, 2012....................0.00 0.00
March 25, 2012.......................0.00 0.00
April 25, 2012.......................0.00 0.00
May 25, 2012.........................0.00 0.00
June 25, 2012........................0.00 0.00
July 25, 2012........................0.00 0.00
August 25, 2012......................0.00 0.00
September 25, 2012...................0.00 0.00
October 25, 2012.....................0.00 0.00
November 25, 2012....................0.00 0.00
December 25, 2012....................0.00 0.00
January 25, 2013.....................0.00 0.00
February 25, 2013....................0.00 0.00
March 25, 2013.......................0.00 0.00
April 25, 2013.......................0.00 0.00
May 25, 2013.........................0.00 0.00
June 25, 2013........................0.00 0.00
July 25, 2013........................0.00 0.00
August 25, 2013......................0.00 0.00
September 25, 2013...................0.00 0.00
October 25, 2013.....................0.00 0.00
November 25, 2013....................0.00 0.00
December 25, 2013....................0.00 0.00
January 25, 2014.....................0.00 0.00
February 25, 2014....................0.00 0.00
March 25, 2014.......................0.00 0.00
April 25, 2014.......................0.00 0.00
May 25, 2014.........................0.00 0.00
(Table continued from previous page and on next page)
S-15
<PAGE>
June 25, 2014........................0.00 0.00
July 25, 2014........................0.00 0.00
August 25, 2014......................0.00 0.00
September 25, 2014...................0.00 0.00
October 25, 2014.....................0.00 0.00
November 25, 2014....................0.00 0.00
December 25, 2014....................0.00 0.00
January 25, 2015.....................0.00 0.00
February 25, 2015....................0.00 0.00
March 25, 2015.......................0.00 0.00
April 25, 2015.......................0.00 0.00
May 25, 2015.........................0.00 0.00
June 25, 2015........................0.00 0.00
July 25, 2015........................0.00 0.00
August 25, 2015......................0.00 0.00
September 25, 2015...................0.00 0.00
October 25, 2015.....................0.00 0.00
November 25, 2015....................0.00 0.00
December 25, 2015....................0.00 0.00
January 25, 2016.....................0.00 0.00
February 25, 2016....................0.00 0.00
March 25, 2016.......................0.00 0.00
April 25, 2016.......................0.00 0.00
May 25, 2016.........................0.00 0.00
June 25, 2016........................0.00 0.00
July 25, 2016........................0.00 0.00
August 25, 2016......................0.00 0.00
September 25, 2016...................0.00 0.00
October 25, 2016.....................0.00 0.00
November 25, 2016....................0.00 0.00
December 25, 2016....................0.00 0.00
January 25, 2017.....................0.00 0.00
February 25, 2017....................0.00 0.00
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S-16
<PAGE>
March 25, 2017.......................0.00 0.00
April 25, 2017.......................0.00 0.00
May 25, 2017.........................0.00 0.00
June 25, 2017........................0.00 0.00
July 25, 2017........................0.00 0.00
August 25, 2017......................0.00 0.00
September 25, 2017...................0.00 0.00
October 25, 2017.....................0.00 0.00
November 25, 2017....................0.00 0.00
December 25, 2017....................0.00 0.00
January 25, 2018.....................0.00 0.00
February 25, 2018....................0.00 0.00
March 25, 2018.......................0.00 0.00
April 25, 2018.......................0.00 0.00
May 25, 2018.........................0.00 0.00
June 25, 2018........................0.00 0.00
July 25, 2018........................0.00 0.00
August 25, 2018......................0.00 0.00
September 25, 2018...................0.00 0.00
October 25, 2018.....................0.00 0.00
November 25, 2018....................0.00 0.00
December 25, 2018....................0.00 0.00
January 25, 2019.....................0.00 0.00
February 25, 2019....................0.00 0.00
March 25, 2019.......................0.00 0.00
April 25, 2019.......................0.00 0.00
May 25, 2019.........................0.00 0.00
June 25, 2019........................0.00 0.00
July 25, 2019........................0.00 0.00
August 25, 2019......................0.00 0.00
September 25, 2019...................0.00 0.00
October 25, 2019.....................0.00 0.00
November 25, 2019....................0.00 0.00
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S-17
<PAGE>
December 25, 2019....................0.00 0.00
January 25, 2020.....................0.00 0.00
February 25, 2020....................0.00 0.00
March 25, 2020.......................0.00 0.00
April 25, 2020.......................0.00 0.00
May 25, 2020.........................0.00 0.00
June 25, 2020........................0.00 0.00
July 25, 2020........................0.00 0.00
August 25, 2020......................0.00 0.00
September 25, 2020...................0.00 0.00
October 25, 2020.....................0.00 0.00
November 25, 2020 0.00 0.00
December 25, 2020....................0.00 0.00
January 25, 2021.....................0.00 0.00
February 25, 2021....................0.00 0.00
March 25, 2021.......................0.00 0.00
April 25, 2021.......................0.00 0.00
May 25, 2021.........................0.00 0.00
June 25, 2021........................0.00 0.00
July 25, 2021........................0.00 0.00
August 25, 2021......................0.00 0.00
September 25, 2021...................0.00 0.00
October 25, 2021.....................0.00 0.00
November 25, 2021....................0.00 0.00
S-18
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