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) August 28, 1998
Residential Funding Mortgage Securities I, Inc. (as company under a Pooling
and Servicing Agreement dated as of August 1, 1998 providing for, inter alia,
the issuance of Mortgage Pass-Through Certificates, Series 1998-S19)
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, MN 55437 (Address
of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (612) 832-7000
---------------------------------------------
(Former name or former address, if changed since last report)
Exhibit Index Located on Page 2
<PAGE>
Items 1 through 6 and Item 8 are not included because they are not
applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
Exhibits (executed copies) - The following execution copies of Exhibits to
the Form S-3 Registration Statement of the Registrant are hereby filed:
Sequentially
Numbered
Exhibit Exhibit
Number Page
10.1 Pooling and Servicing Agreement, dated as of August 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as company,
Residential Funding Corporation, as master servicer, and The First
National Bank of Chicago, as trustee.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: August 28, 1998
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Exhibit 10.1
Pooling and Servicing Agreement
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EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of August 1, 1998
Mortgage Pass-Through Certificates
Series 1998-S19
<PAGE>
This is a Pooling and Servicing Agreement, dated as of August 1, 1998,
among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company (together
with its permitted successors and assigns, the "Company"), RESIDENTIAL FUNDING
CORPORATION, as master servicer (together with its permitted successors and
assigns, the "Master Servicer"), and THE FIRST NATIONAL BANK OF CHICAGO, a
national banking association, as Trustee (together with its permitted successors
and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Master Servicer
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) under the
federal income tax law. A segregated pool of assets consisting of the
Uncertificated REMIC I Regular Interests will be designated as "REMIC II," and
the Master Servicer 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 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 (as defined herein), the rights in and to which will be represented by
the Class A-11 Certificates, will be "regular interests" in REMIC II, and the
Class R-II Certificates will be the sole class of "residual interests" therein
for purposes of the REMIC Provisions (as defined herein) under federal income
tax law.
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The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Designation Pass-ThrougAggregate Initial Features Maturity Standard Fitch
Rate Certificate Date & Poor's IBCA
Principal
Balance
<S> <C> <C> <C> <C> <C>
Class A-1 6.75% $ 126,000,000.00 Senior August 25, 2028 AAA AAA
Class A-2 6.75% $ 14,750,000.00 Retail/Senior August 25, 2028 AAA AAA
Class A-3 6.75% $ 31,304,000.00 Lockout/Senior August 25, 2028 AAA AAA
Class A-4 6.75% $ 17,000,000.00 Senior August 25, 2028 AAA AAA
Class A-5 6.75% $ 21,000,000.00 Senior August 25, 2028 AAA AAA
Class A-6 6.75% $ 25,800,000.00 Companion/Senior August 25, 2028 AAA AAA
Class A-7 6.75% $ 10,433,000.00 TAC/Senior August 25, 2028 AAA AAA
Class A-8 0.35% $ 0.00 TAC Strip/Interest August 25, 2028AAAr AAA
Only/Senior
Class A-9 6.40% $ 53,750,000.00 TAC/Senior August 25, 2028 AAA AAA
Class A-10 0.00% $ 481,904.83 Principal Only/SenioAugust 25, 2028AAAr AAA
Class A-11 Variable Ra$e Variable Strip/InterAugustl25, 2028AAAr AAA
Senior
Class R-I 6.75% $ 100.00 Residual/Senior August 25, 2028 AAA AAA
Class R-II 6.75% $ 100.00 Residual/Senior August 25, 2028 AAA AAA
Class M-1 6.75% $ 5,947,800.00 Mezzanine August 25, 2028 N/A AA
Class M-2 6.75% $ 2,973,900.00 Mezzanine August 25, 2028 N/A A
Class M-3 6.75% $ 1,252,200.00 Mezzanine August 25, 2028 N/A BBB
Class B-1 6.75% $ 939,150.00 Subordinate August 25, 2028 N/A BB
Class B-2 6.75% $ 626,100.00 Subordinate August 25, 2028 N/A B
Class B-3 6.75% $ 782,633.63 Subordinate August 25, 2028 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $313,040,888.46. The Mortgage Loans are fixed-rate first lien mortgage loans
having terms to maturity 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.
Accrued Certificate Interest With respect to each Distribution Date, as to
any Class A Certificate (other than the Class A-8, Class A-10 and Class A-11
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-8 Certificates and Class A-11 Certificates in the
aggregate, interest accrued during the related Interest Accrual Period at the
related Pass-Through Rate on the related Notional Amount. With respect to each
Distribution Date, as to
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any Subclass of Class A-11 Certificates, interest accrued during the related
Interest Accrual Period at the related Pass-Through Rate on the Subclass
Notional Amount. Accrued Certificate Interest will be calculated on the basis of
a 360-day year, consisting of twelve 30- day months. In each case Accrued
Certificate Interest on any Class of Certificates will be reduced by the amount
of (i) Prepayment Interest Shortfalls (to the extent not offset by the Master
Servicer with a payment of Compensating Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate (or the Modified
Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized Losses
(including Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or more specific
Classes of Certificates pursuant to Section 4.05, (iii) the interest portion of
Advances previously made with respect to a Mortgage Loan or REO Property which
remained unreimbursed following the Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property that were made with respect to delinquencies that
were ultimately determined to be Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses and (iv) any other
interest shortfalls not covered by the subordination provided by the Class M
Certificates and Class B Certificates, including interest that is not
collectible from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations as in
effect from time to time, with all such reductions allocated among all of the
Certificates in proportion to their respective amounts of Accrued Certificate
Interest payable on such Distribution Date which would have resulted absent such
reductions. Any portion of the reductions described in the immediately preceding
sentence that are allocated to the Class A-11 Certificates shall be allocated
among the Subclasses thereof, if any, in proportion to their respective amounts
of Accrued Certificate Interest payable on such Distribution Date which would
have resulted absent such reductions. In addition to that portion of the
reductions described in the second preceding sentence that are allocated to any
Class of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: With respect to any Mortgage 100SM Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100SM Loan and any related collateral. With respect to any Parent
PowerSM Loan, the third-party guarantee for such Parent PowerSM Loan, together
with (i) any marketable securities held from time to time as security for the
performance of such guarantee and any related collateral or (ii) any mortgaged
property securing the performance of such guarantee, the related home equity
line of credit loan and any related collateral.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which
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the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated
August 28, 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.
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Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Certificate Account on the
related Certificate Account Deposit Date pursuant to the second paragraph of
Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant
to Section 4.07, (v) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account or the Certificate Account pursuant to
Section 3.16(e) and (vi) any amount received by the Trustee pursuant to the
Surety Bond in respect of such Distribution Date, reduced by (b) the sum as of
the close of business on the immediately preceding Determination Date of (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and
(y) amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$101,657 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05. As
of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of (1) the lesser of (a) the
Bankruptcy Amount calculated as of the close of business on the Business Day
immediately preceding the most recent anniversary of the Cut-off Date coinciding
with or preceding such date of determination (or, if such date of determination
is an anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal balance
of all the Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary (other than Additional Collateral Loans) having a
Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000;
and (B) the greater of (i) the product of (x) an amount equal to the
largest difference in the related Monthly Payment for any Non-Primary
Residence Loan remaining in the Mortgage Pool (other than Additional
Collateral Loans) which had an original Loan-to-Value Ratio of 80% or
greater that would result if the Net Mortgage Rate thereof was equal to
the weighted average (based on the principal balance of the Mortgage Loans
as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage
Loans as of the Relevant Anniversary less 1.25% per annum, (y) a number
equal to the weighted average remaining term to maturity, in months, of
all Non-Primary Residence Loans remaining in the Mortgage Pool as of the
Relevant Anniversary, and (z) one plus the quotient of the number of all
Non-Primary Residence Loans remaining in the Mortgage Pool divided by the
total number of Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including
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accelerating the manner in which such coverage is reduced) provided that prior
to any such reduction, the Master Servicer shall (i) obtain written confirmation
from each Rating Agency that such reduction shall not reduce the rating assigned
to any Class of Certificates by such Rating Agency below the lower of the
then-current rating or the rating assigned to such Certificates as of the
Closing Date by such Rating Agency and (ii) provide a copy of such written
confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or
its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of
interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
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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-S19" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
(other than any Class A-8 Certificate or Class A-11 Certificate) and Class R
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Certificate as specified on the face
thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05. With respect to each Class M Certificate, on any date
of determination, an amount equal to (i) the Initial Certificate Principal
Balance of such Class M Certificate as specified on the face thereof, minus (ii)
the sum of (x) the aggregate of all amounts previously distributed with respect
to such Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that if the Certificate Principal Balances of the Class B Certificates
have been reduced to zero, the Certificate Principal Balance of each Class M
Certificate of those Class M Certificates outstanding with the highest numerical
designation at
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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-8 Certificate and Class A-11 Certificates will have no Certificate
Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same designation.
The initial Class A-11 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 or Class
A-11 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-11 Certificates) evidencing an interest
designated as a "regular interest" in REMIC II for purposes of the REMIC
Provisions. The Class A-11 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-11 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-11
Certificates pursuant to said Section.
Class A-8 Notional Amount: As of any Distribution Date, with respect to
the Class A-8 Certificates, an amount equal to the Certificate Principal Balance
of the Class A-9 Certificates immediately prior to such date.
Class A-10 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-10 Principal Distribution Amount: As defined in Section 4.02(b)(i).
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Class A-11 Certificates: The Class A Certificates designated as Class A-11
Certificates, including any Subclass thereof.
Class A-11 Notional Amount: As of any Distribution Date, with respect to
the Class A- 11 Certificates, the aggregate Stated Principal Balance of the
Mortgage Loans immediately prior to such Distribution Date.
Class A-11 Subclass Notional Amount: As of any Distribution Date, with
respect to any Subclass of Class A-11 Certificates issued pursuant to Section
5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC II Regular Interests represented by
such Subclass immediately prior to such date.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in 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
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a percentage, the numerator of which is the aggregate Certificate Principal
Balance of the Class B-3 Certificates immediately prior to such date and the
denominator of which is the aggregate Stated Principal Balance of all the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-3 Certificates immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is greater than or
equal to 0.25%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in 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 2.10%.
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.
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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%.
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: August 28, 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- S19.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Class M Certificates and Class B
Certificates have been reduced to zero.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: August 1, 1998.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
DCR: Duff and Phelps Credit Rating Co. or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the
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scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently
lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.75% 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
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agency or instrumentality of any of the foregoing (other than an instrumentality
which is a corporation if all of its activities are subject to tax and, except
for the FHLMC, a majority of its board of directors is not selected by such
governmental unit), (ii) a foreign government, any international organization,
or any agency or instrumentality of any of the foregoing, (iii) any organization
(other than certain farmers' cooperatives described in Section 521 of the Code)
which is exempt from the tax imposed by Chapter 1 of the Code (including the tax
imposed by Section 511 of the Code on unrelated business taxable income), (iv)
rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of
the Code, (v) any "electing large partnership," as defined in Section 775(a) of
the Code and (vi) any other Person so designated by the Trustee based upon an
Opinion of Counsel that the holding of an Ownership Interest in a Class R
Certificate by such Person may cause REMIC I or REMIC II or any Person having an
Ownership Interest in any Class of Certificates (other than such Person) to
incur a liability for any federal tax imposed under the Code that would not
otherwise be imposed but for the Transfer of an Ownership Interest in a Class R
Certificate to such Person. The terms "United States," "State" and
"international organization" shall have the meanings set forth in Section 7701
of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing
on the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P- 1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of The First National Bank of Chicago, or (v) an account or
accounts of a depository institution acceptable to each Rating Agency (as
evidenced in writing by each Rating Agency that use of any such account as the
Custodial Account or the Certificate Account will not reduce the
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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 Certificates and
Class R Certificates, (ii) the Senior Principal Distribution Amount (determined
without regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-10
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E) hereof) and (iv) the aggregate amount of Accrued Certificate
Interest on the Class M, Class B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution Date
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E).
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
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;
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";
hostile or warlike action in time of peace or war, including action
in hindering, combatting or defending against an actual, impending or
expected attack:
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by any government or sovereign power, de jure or de facto, or by any
authority maintaining or using military, naval or air forces; or
by military, naval or air forces; or
by an agent of any such government, power, authority or forces;
any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combatting or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any government
or public authority; or risks of contraband or illegal transportation or
trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
Fitch IBCA: Fitch IBCA, Inc. or its successor in interest.
FNMA: Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits: As to any Distribution Date or related Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
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Fraud Loss Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (X) prior to the third anniversary of the Cut-off Date an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination, and (Y) from the third to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 since the most recent anniversary of the Cut-off Date up to
such date of determination. On and after the fifth anniversary of the Cut-off
Date the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Independent: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Class A-8 Notional Amount: With respect to the Class A-8
Certificates, the Initial Certificate Principal Balance of the Class A-9
Certificates.
Initial Class A-11 Notional Amount: With respect to any Class A-11
Certificate, the Cut-off Date Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC II Regular Interests represented by
such Class A-11 Certificate.
Initial Monthly Payment Fund: As defined in Section 2.01(g).
Initial Notional Amount: With respect to any Interest Only Certificate,
either the Initial Class A-8 Notional Amount or the Initial Class A-11 Notional
Amount.
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Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment) or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: With respect to any Certificate, and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Interest Only Certificates: Any of the Class A-8 Certificates and Class
A-11 Certificates.
Late Collections: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by
the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lockout Distribution Percentage: For any Distribution Date occurring prior
to the Distribution Date in September 2003, 0%; for any Distribution Date
occurring after August 2003 but prior to September 2004, 30%; for any
Distribution Date occurring after August 2004 but prior to September 2005, 40%;
for any Distribution Date occurring after August 2005 but prior to September
2006, 60%; for any Distribution Date occurring after August 2006 but prior to
September 2007, 80%; for any Distribution Date after August 2007, 100%.
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G-1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Interest Only Certificates which have no Certificate Principal Balance)
representing a regular interest in REMIC II and the Uncertificated Principal
Balance of each Uncertificated REMIC I Regular Interest (other than each
Uncertificated REMIC I Regular Interest Z) and the rights to the Interest Only
Certificates would be reduced to zero, which is August 25, 2028, the
Distribution Date immediately following the latest scheduled maturity date of
any Mortgage Loan. The latest possible Maturity Date for each Uncertificated
REMIC I Regular Interest Z and Uncertificated
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REMIC II Regular Interest is August 25, 2028, which is the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage Loan.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that has been the
subject of a Servicing Modification, the Net Mortgage Rate minus the rate per
annum by which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00% and that is secured by Additional Collateral and
does not have a Primary Insurance Policy.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto as
Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
the Mortgage Loan identifying number ("RFC LOAN #");
the street address of the Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) including state
and zip code ("ADDRESS");
the maturity of the Mortgage Note ("MATURITY DATE");
the Mortgage Rate ("ORIG RATE");
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the Subservicer pass-through rate ("CURR NET");
the Net Mortgage Rate ("NET MTG RT");
the Pool Strip Rate ("STRIP");
the initial scheduled monthly payment of principal, if any, and
interest ("ORIGINAL P & I");
the Cut-off Date Principal Balance ("PRINCIPAL BAL");
the Loan-to-Value Ratio at origination ("LTV");
the rate at which the Subservicing Fee accrues ("SUBSERV FEE") and at
which the Servicing Fee accrues ("MSTR SERV FEE");
a code "T," "BT" or "CT" under the column "LN FEATURE," indicating
that the Mortgage Loan is secured by a second or vacation residence;
and
a code "N" under the column "OCCP CODE," indicating that the Mortgage
Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans: Such of the mortgage loans transferred and assigned to the
Trustee pursuant to Section 2.01 as from time to time are held or deemed to be
held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note: The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate: As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property: The underlying real property securing a Mortgage Loan
or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
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Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made
by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount: Either the Class A-8 Notional Amount or the Class A-11
Notional Amount.
Officers' Certificate: A certificate signed by the Chairman of the Board,
the President or a Vice President or Assistant Vice President, or a Director or
Managing Director, and by the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee
and the Master Servicer, who may be counsel for the Company or the Master
Servicer, provided that any opinion of counsel (i) referred to in the definition
of "Disqualified Organization" or (ii) relating to the qualification of the
Trust Fund as a REMIC or compliance with the REMIC Provisions must, unless
otherwise specified, be an opinion of Independent counsel.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04 or
4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Parent PowerSM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00%, that is supported by Additional Collateral and
does not have a Primary Insurance Policy.
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Pass-Through Rate: With respect to the Class A Certificates (other than
the Class A-10 Certificates and Class A-11 Certificates), Class M Certificates,
Class B Certificates and Class R Certificates and any Distribution Date, the per
annum rates set forth in the Preliminary Statement hereto. With respect to the
Class A-11 Certificates (other than any Subclass thereof) and any Distribution
Date, a rate equal to the weighted average, expressed as a percentage, of the
Pool Strip Rates of all Mortgage Loans as of the Due Date in the month next
preceding the month in which such Distribution Date occurs, weighted on the
basis of the respective Stated Principal Balances of such Mortgage Loans, which
Stated Principal Balances shall be the Stated Principal Balances of such
Mortgage Loans at the close of business on the immediately preceding
Distribution Date after giving effect to distributions thereon allocable to
principal to the Holders of the Certificates. With respect to the Class A-11
Certificates and the initial Distribution Date, the Pass-Through Rate is equal
to 0.3603% per annum. With respect to any Subclass of Class A-11 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 Holders of the Certificates (or with
respect to the initial Distribution Date, at the close of business on the
Cut-off Date). The Class A-10 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-8 Certificate or Class A-11
Certificate) divided by the aggregate Initial Certificate Principal Balance or
the aggregate of the Initial Notional Amounts, as applicable, of all the
Certificates of the same Class. With respect to a Class R Certificate, the
interest in distributions to be made with respect to such Class evidenced
thereby, expressed as a percentage, as stated on the face of each such
Certificate.
Permitted Investments: One or more of the following:
obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;
repurchase agreements on obligations specified in clause (i) maturing
not more than one month from the date of acquisition thereof, provided
that the unsecured obligations of the party agreeing to repurchase such
obligations are at the time rated by each Rating Agency in its highest
short-term rating available;
federal funds, certificates of deposit, demand deposits, time deposits
and bankers'
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acceptances (which shall each have an original maturity of not more than
90 days and, in the case of bankers' acceptances, shall in no event have
an original maturity of more than 365 days or a remaining maturity of more
than 30 days) denominated in United States dollars of any U.S. depository
institution or trust company incorporated under the laws of the United
States or any state thereof or of any domestic branch of a foreign
depository institution or trust company; provided that the debt
obligations of such depository institution or trust company (or, if the
only Rating Agency is Standard & Poor's, in the case of the principal
depository institution in a depository institution holding company, debt
obligations of the depository institution holding company) at the date of
acquisition thereof have been rated by each Rating Agency in its highest
short-term rating available; and provided further that, if the only Rating
Agency is Standard & Poor's and if the depository or trust company is a
principal subsidiary of a bank holding company and the debt obligations of
such subsidiary are not separately rated, the applicable rating shall be
that of the bank holding company; and, provided further that, if the
original maturity of such short-term obligations of a domestic branch of a
foreign depository institution or trust company shall exceed 30 days, the
short-term rating of such institution shall be A-1+ in the case of
Standard & Poor's if Standard & Poor's is the Rating Agency;
commercial paper and demand notes (having original maturities of not
more than 365 days) of any corporation incorporated under the laws of the
United States or any state thereof which on the date of acquisition has
been rated by each Rating Agency in its highest short-term rating
available; provided that such commercial paper and demand notes shall have
a remaining maturity of not more than 30 days;
a money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available; and
other obligations or securities that are acceptable to each Rating
Agency as a Permitted Investment hereunder and will not reduce the rating
assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency, as evidenced in
writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's, Fitch IBCA and
DCR and Aaa in the case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt obligations shall
mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's, D-1 in
the case of DCR and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by
Fitch IBCA in the case of Fitch IBCA.
Permitted Transferee: Any Transferee of a Class R Certificate, other
than a Disqualified Organization or Non-United States Person.
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Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
6.75% (but not less than 0.00%) per annum.
Prepayment Assumption: The prepayment assumption to be used for
determining the accrual of original issue discount and premium and market
discount on the Certificates for federal income tax purposes will be a
prepayment assumption of 275% of the standard prepayment assumption. The
standard prepayment assumption assumes a constant rate of prepayment of mortgage
loans of 0.2% per annum of the then outstanding principal balance of such
mortgage loans in the first month of the life of the mortgage loans, increasing
by an additional 0.2% per annum in each succeeding month until the thirtieth
month, and a constant 6% per annum rate of prepayment thereafter for the life of
the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution Date
and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
For any Distribution Date prior to the Distribution Date in September
2003 (unless the Certificate Principal Balances of the Class A
Certificates (other than the Class A-10 Certificates) and Class R
Certificates, have been reduced to zero), 0%.
For any Distribution Date on which any Class of Class M or Class B
Certificates are outstanding not discussed in clause (i) above:
in the case of the Class of Class M Certificates then
outstanding with the lowest numerical designation, or in the event
the Class M Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest numerical
designation and each other Class of Class M Certificates and Class B
Certificates for which the related Prepayment Distribution Trigger
has been satisfied, a fraction, expressed as a percentage, the
numerator of which is the Certificate Principal Balance of such
Class immediately prior to such date and the denominator of which is
the sum of the Certificate Principal Balances immediately prior to
such date of (1) the Class of Class M Certificates then outstanding
with the lowest numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical designation
and (2) all other Classes of Class M Certificates and Class B
Certificates for which the respective
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Prepayment Distribution Triggers have been satisfied; and
in the case of each other Class of Class M Certificates and
Class B Certificates for which the Prepayment Distribution Triggers
have not been satisfied, 0%; and
Notwithstanding the foregoing, if the application of the foregoing
percentages on any Distribution Date as provided in Section 4.02 (determined
without regard to the proviso to the definition of "Subordinate Principal
Distribution Amount") would result in a distribution in respect of principal of
any Class or Classes of Class M Certificates and Class B Certificates in an
amount greater than the remaining Certificate Principal Balance thereof (any
such class, a "Maturing Class"), then: (a) the Prepayment Distribution
Percentage of each Maturing Class shall be reduced to a level that, when applied
as described above, would exactly reduce the Certificate Principal Balance of
such Class to zero; (b) the Prepayment Distribution Percentage of each other
Class of Class M Certificates and Class B Certificates (any such Class, a
"Non-Maturing Class") shall be recalculated in accordance with the provisions in
paragraph (ii) above, as if the Certificate Principal Balance of each Maturing
Class had been reduced to zero (such percentage as recalculated, the
"Recalculated Percentage"); (c) the total amount of the reductions in the
Prepayment Distribution Percentages of the Maturing Class or Classes pursuant to
clause (a) of this sentence, expressed as an aggregate percentage, shall be
allocated among the Non-Maturing Classes in proportion to their respective
Recalculated Percentages (the portion of such aggregate reduction so allocated
to any Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes of
such Distribution Date, the Prepayment Distribution Percentage of each
Non-Maturing Class shall be equal to the sum of (1) the Prepayment Distribution
Percentage thereof, calculated in accordance with the provisions in paragraph
(ii) above as if the Certificate Principal Balance of each Maturing Class had
not been reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
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Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide for
Residential Funding's mortgage loan purchase and conduit servicing program and
all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price: With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan: A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a related Deleted
Mortgage Loan which was a Discount Mortgage Loan, such Qualified Substitute
Mortgage Loan shall be
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deemed to be a Discount Mortgage Loan and to have a Discount Fraction equal to
the Discount Fraction of the Deleted Mortgage Loan and (y) in the event that the
"Pool Strip Rate" of any Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" is greater than the Pool Strip
Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of such
Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of the
related Deleted Mortgage Loan for purposes of calculating the Pass-Through Rate
on the Class A-11 Certificates and (ii) the excess of the Pool Strip Rate on
such Qualified Substitute Mortgage Loan as calculated pursuant to the definition
of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted Mortgage
Loan shall be payable to the Class R Certificates pursuant to Section 4.02
hereof.
Rating Agency: Fitch IBCA and Standard & Poor's with respect to the Class
A Certificates and Class R Certificates and Fitch IBCA with respect to the Class
M-1, Class M- 2, Class M-3, Class B-1 and Class B-2 Certificates. If either
agency or a successor is no longer in existence, "Rating Agency" shall be such
statistical credit rating agency, or other comparable Person, designated by the
Company, notice of which designation shall be given to the Trustee and the
Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced, and
(b) any such amount with respect to a Monthly Payment that was or would have
been due in the month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed
to have been received. With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the object of a
Debt Service Reduction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any
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premiums on any applicable primary hazard insurance policy and any related
escrow payments in respect of such Mortgage Loan are being advanced on a current
basis by the Master Servicer or a Subservicer, in either case without giving
effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of business
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
the Mortgage Loans and the related Mortgage Files,
all payments on and collections in respect of the Mortgage Loans due
after the Cut-off Date as shall be on deposit in the Custodial
Account or in the Certificate Account and identified as belonging to
the Trust Fund, including the proceeds from the liquidation of
Additional Collateral for any Additional Collateral Loan, but not
including amounts on deposit in the Initial Monthly Payment Fund;
property which secured a Mortgage Loan and which has been acquired for the
benefit of the Certificateholders by foreclosure or deed in lieu of
foreclosure,
the hazard insurance policies and Primary Insurance Policies, if any,
and the interest in the Surety Bond transferred to the Trustee
pursuant to Section 2.01, and
all proceeds of clauses (i) through (iv) above.
REMIC I Certificates: The Class R-I Certificates.
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 M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class 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 M-1, Class
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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 or, with respect to a Cooperative Loan, the related
Cooperative Apartment) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of which are
attached as Exhibit H hereto or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Required Surety Payment: With respect to any Additional Collateral
Mortgage Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the
principal portion of the Realized Loss with respect to such Mortgage Loan and
(ii) the excess, if any, of (a) the amount of Additional Collateral required at
origination with respect to such Mortgage Loan over (b) the net proceeds
realized by MLCC from the related Additional Collateral.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or
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Assistant Trust Officer, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers to whom, with respect to a particular matter, such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans consistent in all material respects with
those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
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Distribution Date Senior Accelerated
Distribution Percentage
September 1998 through 100%
August 2003.............................
September 2003 through Senior Percentage, plus 70% of the
August 2004............................. Subordinate Percentage
September 2004 through Senior Percentage, plus 60% of the
August 2005............................. Subordinate Percentage
September 2005 through Senior Percentage, plus 40% of the
August 2006............................. Subordinate Percentage
September 2006 through Senior Percentage, plus 20% of the
August 2007............................. Subordinate Percentage
September 2007 and Senior Percentage
thereafter..............................
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentages described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date, if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of
the Initial Certificate Principal Balances of the Class M Certificates and Class
B Certificates and (ii) that for any Distribution Date on which the Senior
Percentage is greater than the Senior Percentage as of the Closing Date, the
Senior Accelerated Distribution Percentage for such Distribution Date shall be
100%. Notwithstanding the foregoing, upon the reduction of the Certificate
Principal Balances of the Class A Certificates (other than the Class A-10
Certificates) and Class R Certificates, to zero, the Senior Accelerated
Distribution Percentage shall thereafter be 0%.
Senior Certificates: Any one of the Class A Certificates or Class R
Certificates.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-10 Certificates) immediately prior to such Distribution Date and the
denominator of which is the aggregate Stated Principal Balance of all of the
Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
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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 Sections
4.02(a)(i) and 4.02(a)(ii)(X) and (b) the sum of the amounts required to be
distributed to the Class A Certificateholders and Class R Certificateholders on
such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property or, with
respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$3,404,513 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
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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 29.99% (which percentage is equal to the
percentage of Mortgage Loans initially secured by Mortgaged Properties located
in the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property (or, with respect to a Cooperative Loan, the
related Cooperative Apartment) located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss
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allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subclass: With respect to the Class A-11 Certificates, any Subclass
thereof issued 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-11 Certificates pursuant to Section 5.01(c).
Subclass Notional Amount: As of any Distribution Date, with respect to any
Subclass of Class A-11 Certificates issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC II 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.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Class A Certificates and Class R Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount Fraction of such
Principal Payments in Full and Curtailments with respect to a Discount Mortgage
Loan) to the extent not payable to the Class A Certificates and Class R
Certificates; (iv) if such Class is the most senior Class of Certificates then
outstanding (as established in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date,
that remain undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a subordinate Class of Class M
or Class B Certificates minus (b) any Excess Subordinate Principal Amount not
payable to such Class on such Distribution Date pursuant to the definition
thereof; provided, however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and interest
on a Mortgage Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
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Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. With respect to
Mortgage Loans subserviced by MLCC, the Subservicing Agreement shall also
include the Addendum and Assignment Agreement and the Pledged Asset Mortgage
Servicing Agreement.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan.
Surety: Ambac Assurance Corporation, or its successors in interest.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated
February 28, 1996, issued by Ambac Assurance Corporation (formerly known as
AMBAC Indemnity Corporation) for the benefit of certain beneficiaries, including
the Trustee for the benefit of the Holders of the Certificates, but only to the
extent that such Limited Purpose Surety Bond covers any Additional Collateral
Mortgage Loans.
TAC Certificates: Any Class A-7 Certificate or Class A-9 Certificate.
TAC Distribution Amount: As of any Distribution Date, the amount required
to reduce the Certificate Principal Balances of the TAC Certificates to their
Targeted Principal Balances as of such Distribution Date.
Targeted Principal Balances: With respect to the Class A-7 Certificates
and Class A- 9 Certificates and each Distribution Date, the amount set forth for
such Certificates on such Distribution Date on Exhibit R 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.
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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 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-8 Certificates and Class A-9
Certificates if the Pass-Through Rate on such Classes were equal to the
Uncertificated Pass-Through Rate on Uncertificated REMIC I Regular Interest W,
(ii) as to Uncertificated REMIC I Regular Interest X, 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-10 Certificates if the
Pass-Through Rate on such Class were equal to the Uncertificated Pass-Through
Rate on Uncertificated REMIC I Regular Interest X, (iii) 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-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, 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 Rates on such Classes were equal to the
Uncertificated Pass-Through Rate on Uncertificated REMIC I Regular Interest Y
and (iv) as to each Uncertificated REMIC I Regular Interest Z and each
Uncertificated REMIC II Regular Interest, an amount equal to one month's
interest at the Pool Strip Rate of the related Mortgage Loan on the principal
balance of such Mortgage Loan reduced by such Interest's pro-rata share of any
prepayment interest shortfalls or other reductions of interest allocable to the
Class A-11 Certificates.
Uncertificated Pass-Through Rate: With respect to each of the
Uncertificated REMIC I Regular Interests W, X and Y, 6.75%, 0.00% and 6.75%,
respectively. With respect to each Uncertificated REMIC I Regular Interest Z and
each Uncertificated REMIC II Regular Interest Z, the Pool Strip Rate for the
related Mortgage Loan.
Uncertificated Principal Balance: With respect to each Uncertificated
REMIC I Regular Interest on any date of determination, an amount equal to
$53,750,000.00 with respect to Uncertificated REMIC I Regular Interest W,
$481,904.83 with respect to Uncertificated REMIC I Regular Interest X,
$258,808,883.63 with respect to Uncertificated REMIC I Regular Interest Y and $0
with respect to Uncertificated REMIC I Regular Interest Z, minus (ii) 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 4.09(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 4.09(d).
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-9 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 X: An uncertificated partial
undivided
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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 0.00% 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-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-6, Class A-7, 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 Z: The 1,040 uncertificated
partial undivided beneficial ownership interests in REMIC I, numbered
sequentially from 1 to 1,040, each relating to a particular Mortgage Loan
identified by such sequential number on the Mortgage Loan Schedule, each having
no principal balance, and each bearing interest at the respective Pool Strip
Rate on the Stated Principal Balance of the related Mortgage Loan.
Uncertificated REMIC I Regular Interests: Uncertificated REMIC I Regular
Interest W, Uncertificated REMIC I Regular Interest X, Uncertificated REMIC I
Regular Interest Y and Uncertificated REMIC I Regular Interests Z.
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 4.09(a).
Uncertificated REMIC I Regular Interest X Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest X for such
Distribution Date pursuant to Section 4.09(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 4.09(a).
Uncertificated REMIC I Regular Interests Z Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 4.09(a).
Uncertificated REMIC I Regular Interest Distribution Amounts: The
Uncertificated REMIC I Regular Interest W Distribution Amount, Uncertificated
REMIC I Regular Interest X Distribution Amount, Uncertificated REMIC I Regular
Interest Y Distribution Amount and Uncertificated REMIC I Regular Interests Z
Distribution Amount.
Uncertificated REMIC II Regular Interests: The 1,040 Uncertificated
partial undivided beneficial ownership interests in REMIC II numbered
sequentially from 1 through 1,040 each relating to the identically numbered
Uncertificated REMIC I Regular Interests Z, each having
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no principal balance and bearing interest at a rate equal to the related Pool
Strip Rate on the Stated Principal Balance of the Mortgage Loan related to the
identically numbered Uncertificated REMIC I Regular Interests Z, comprising such
Uncertificated REMIC II Regular Interest's pro rata share of the amount
distributed pursuant to Sections 4.02(a) and (b).
Uncertificated REMIC II Regular Interests Distribution Amount: With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interests Z for such
Distribution Date pursuant to Section 4.09(a).
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created (treated as a corporation or
partnership for United States income tax purposes) or organized in, or under the
laws of, the United States, any state thereof, or the District of Columbia
(except in the case of a partnership, to the extent provided in Treasury
regulations) or any political subdivision thereof, or an estate that is
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 97.0% of all of the Voting Rights shall
be allocated among Holders of Certificates, other than the Class A-8, Class A-11
and Class R Certificates, in proportion to the outstanding Certificate Principal
Balances of their respective Certificates. 1.0% of all Voting Rights shall be
allocated among the Holders of the Class A-8 Certificates, 1.0% of all Voting
Rights shall be allocated among the Holders of the Class A-11 Certificates, and
0.5% of all Voting Rights shall be allocated among the Holders of each of the
Class R-I Certificates and Class R-II Certificates, allocated among the
Certificates of each such Class in accordance with their respective Percentage
Interests.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and interest
of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording office
in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has been
recorded;
(iv) The original recorded assignment or assignments of the Mortgage
showing an unbroken chain of title from the originator thereof to the
Person assigning it to the Trustee or a copy of such assignment or
assignments of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator
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thereof to the Person endorsing it to the Trustee, or with respect to any
Destroyed Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage Note was
lost, misplaced or destroyed, together with a copy of the related Mortgage
Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in
the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an unbroken
chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master Servicer
as debtor, the Company as secured party and the Trustee as assignee and an
executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing
the interest of such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) to the Trustee or the Custodian or Custodians, deliver such documents to the
Master Servicer, and the Master Servicer shall hold such documents in trust for
the use and benefit of all present and future Certificateholders until such time
as is set forth below. Within ten Business Days following the earlier of (i) the
receipt of the original of each of the documents or instruments set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) (or copies
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thereof as permitted by such Section) for any Mortgage Loan and (ii) a written
request by the Trustee to deliver those documents with respect to any or all of
the Mortgage Loans then being held by the Master Servicer, the Master Servicer
shall deliver a complete set of such documents to the Trustee or the Custodian
or Custodians that are the duly appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in its
possession an original or copy of each of the documents referred to in Section
2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) which
has been delivered to it by the Company. Every six months after the Closing
Date, for so long as the Master Servicer is holding documents pursuant to this
Section 2.01(c), the Master Servicer shall deliver to (i) Moody's if it is one
of the Rating Agencies, (ii) the Trustee and (iii) each Custodian a report
setting forth the status of the documents which it is holding pursuant to this
Section 2.01(c).
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate public
office for real property records the Assignment referred to in clause (I)(iii)
of Section 2.01(b), except in states where, in the opinion of counsel acceptable
to the Trustee and the Master Servicer, such recording is not required to
protect the Trustee's interests in the Mortgage Loan against the claim of any
subsequent transferee or any successor to or creditor of the Company or the
originator of such Mortgage Loan and shall promptly cause to be filed the Form
UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii)
and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form
UCC-1, as applicable, is lost or returned unrecorded to the Company because of
any defect therein, the Company shall prepare a substitute Assignment, Form
UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and
cause such Assignment to be recorded in accordance with this paragraph. The
Company shall promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or Assignment or Form UCC-3 or Form UCC-1, as
applicable, (or copy thereof certified by the public recording office) with
evidence of recording indicated thereon upon receipt thereof from the public
recording office or from the related Subservicer. In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing statement and
assignment relating to Cooperative Loans as to which the related Cooperative
Apartment is located outside of the State of New York.
In the event that the Company delivers to the Trustee or Custodian any
Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall
cause the Custodian to, complete the endorsement of the Mortgage Note and the
Assignment of Mortgage in the
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name of the Trustee within 45 days after the Closing Date, as contemplated by
Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and (II)(vi)
and (vii) and that may be delivered as a copy rather than the original may be
delivered in microfiche form.
(e) Residential Funding hereby assigns to the Trustee its security interest
in and to any Additional Collateral, its right to receive payments in respect of
any Additional Collateral Loans pursuant the Addendum and Assignment Agreement
and the Pledged Asset Mortgage Servicing Agreement, and its rights as
beneficiary under the Surety Bond in respect of any Additional Collateral Loans.
With respect to any Additional Collateral Mortgage Loan, Residential Funding
shall cause to be filed in the appropriate recording office a UCC-3 statement
giving notice of the assignment of the related security interest to the Trust
Fund and shall thereafter cause the timely filing of all necessary continuation
statements with regard to such financing statements.
(f) It is intended that the conveyance by the Company to the Trustee of the
Mortgage Loans as provided for in this Section 2.01 and the Uncertificated REMIC
I Regular Interests as provided for in Section 2.06 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, (C) the Uncertificated
REMIC I Regular Interests and (D) any and all general intangibles consisting of,
arising from or relating to any of the foregoing, and all proceeds of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts from time
to time held or invested in the Certificate Account or the Custodial Account,
whether in the form of cash, instruments, securities or other property and (2)
an assignment by the Company to the Trustee of any security interest in any and
all of Residential Funding's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to
the property described in the foregoing clauses (1)(A), (B), (C) and (D) granted
by Residential Funding to the Company pursuant to the Assignment Agreement; (c)
the possession by the
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Trustee, the Custodian or any other agent of the Trustee of Mortgage Notes or
such other items of property as constitute instruments, money, negotiable
documents, investment property or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including, without
limitation, Section 8-106, 9-305 or 9-115 thereof); and (d) notifications to
persons holding such property, and acknowledgments, receipts or confirmations
from persons holding such property, shall be deemed notifications to, or
acknowledgments, receipts or confirmations from, securities intermediaries,
bailees or agents (as applicable) of the Trustee for the purpose of perfecting
such security interest under applicable law.
The Company and, at the Company's direction, Residential Funding and the
Trustee shall, to the extent consistent with this Agreement, take such
reasonable actions as may be necessary to ensure that, if this Agreement were
deemed to create a security interest in the Mortgage Loans, 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.
(g) The Master Servicer hereby acknowledges the receipt by it of cash in an
amount equal to $741,459 (the "Initial Monthly Payment Fund"), representing
scheduled principal amortization and interest at the Net Mortgage Rate for the
Due Date in September 1998, for those Mortgage Loans for which the Trustee will
not be entitled to receive such payment. The Master Servicer shall hold such
Initial Monthly Payment Fund in the Custodial Account and shall include such
Initial Monthly Payment Fund in the Available Distribution Amount for the
Distribution Date in September 1998. Notwithstanding anything herein to the
contrary, the Initial Monthly Payment Fund shall not be an asset of REMIC I or
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.
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Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, and the rights of
Residential Funding with respect to any Additional Collateral and the Surety
Bond assigned to the Trustee pursuant to Section 2.01, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly so notify the Master Servicer and
the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File held by it. The
Master Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from 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
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deliver such instruments of transfer or assignment prepared by the Master
Servicer, in each case without recourse, as shall be necessary to vest in the
Seller or its designee or the Subservicer or its designee, as the case may be,
any Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan
shall not be part of the Trust Fund. It is understood and agreed that the
obligation of the Seller or the Subservicer, as the case may be, to so cure or
purchase any Mortgage Loan as to which a material defect in or omission of a
constituent document exists shall constitute the sole remedy respecting such
defect or omission available to Certificateholders or the Trustee on behalf of
the Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to ensure
the enforceability of each Mortgage Loan in accordance with the terms of
this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a material
default) under, or result in the material breach of, any material
contract, agreement or other instrument to which the Master Servicer is a
party or which may be applicable to the Master Servicer or any of its
assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master Servicer's
knowledge, threatened against the Master Servicer which would prohibit its
entering into this Agreement or performing its obligations under this
Agreement;
(vi) The Master Servicer will comply in all material respects in the
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performance of this Agreement with all reasonable rules and requirements
of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished
in writing or report delivered to the Company, any Affiliate of the
Company or the Trustee by the Master Servicer will, to the knowledge of
the Master Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information, certificate,
statement or report not misleading; and
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and any
new Subservicing Agreements will comply with the provisions of Section
3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in payment of
principal and interest as of the Cut-off Date and no Mortgage Loan has
been so delinquent more than once in the 12-month period prior to the
Cut-off Date;
(ii) The information set forth in Exhibit F hereto with respect to
each Mortgage Loan or the Mortgage Loans, as the case may be, is true and
correct in all material respects at the date or dates respecting which
such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage
loans with level Monthly Payments due on the first day of each month and
terms to
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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 Stated Principal Balance of
the Mortgage Loan at origination if the Loan-to-Value Ratio is between
95.00% and 90.01%, (b) at least 20% of such balance if the Loan-to-Value
Ratio is between 90.00% and 85.01% and (c) at least 6% of such balance if
the Loan-to-Value Ratio is between 85.00% and 80.01%. To the best of the
Company's knowledge, each such Primary Insurance Policy is in full force
and effect and the Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to each
Rating Agency;
(vi) No more than 1.1% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area in California and no more than
0.8% of the Mortgage Loans by aggregate Stated Principal Balance as of the
Cut-off Date are secured by Mortgaged Properties located in any one zip
code area outside California, and six of the Mortgage Loans, representing
approximately 0.76% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date are Cooperative Loans;
(vii) If the improvements securing a Mortgage Loan are in a federally
designated special flood hazard area, flood insurance in the amount
required under the Program Guide covers the related Mortgaged Property
(either by coverage under the federal flood insurance program or by
coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage Loans to
the Trustee, the Company had good title to, and was the sole owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) Approximately 11.61% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date were underwritten under a reduced
loan documentation program;
(x) Each Mortgagor represented in its loan application with respect
to the related Mortgage Loan that the Mortgaged Property would be
owner-occupied and therefore would not be an investor property as of the
date of origination of such Mortgage Loan. No Mortgagor is a corporation
or a partnership;
(xi) One of the Mortgage Loans, representing approximately 0.1% of
the Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off
Date is a Buydown Mortgage Loan;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section
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860G(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the closing of
each Mortgage Loan and is valid and binding and remains in full force and
effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative Loan, the
Cooperative Stock that is pledged as security for the Mortgage Loan is
held by a person as a tenant-stockholder (as defined in Section 216 of the
Code) in a cooperative housing corporation (as defined in Section 216 of
the Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either (a)
the value of the related Mortgaged Property as of the date the Mortgage
Loan was originated was not less than the appraised value of such property
at the time of origination of the refinanced Mortgage Loan or (b) the
Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of
the Mortgage Loan generally meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the basis of a
360-day year consisting of twelve 30-day months;
(xvii) None of the Mortgage Loans contain in the related Mortgage
File a Destroyed Mortgage Note; and
(xviii) None of the Mortgage Loans are Additional Collateral Loans.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties set forth
in this Section 2.03(b) which materially and adversely affects the interests of
the Certificateholders in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that in the event of
a breach of the representation and warranty set forth in Section 2.03(b)(xii),
the party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of breach,
the Company shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Company shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. Any such substitution shall be effected by the Company
under the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and agreed that the
obligation of the Company to cure such breach or to so
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purchase or substitute for any Mortgage Loan as to which such a breach has
occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Certificateholders or the Trustee on behalf of the
Certificateholders. Notwithstanding the foregoing, the Company shall not be
required to cure breaches or purchase or substitute for Mortgage Loans as
provided in this Section 2.03(b) if the substance of the breach of a
representation set forth above also constitutes fraud in the origination of the
Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or such Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related Seller in respect of such
Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon
the discovery by the Company, the Master Servicer, the Trustee or any Custodian
of a breach of any of the representations and warranties made in a Seller's
Agreement or the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer
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shall amend or cause to be amended the Mortgage Loan Schedule, and, if the
Deleted Mortgage Loan was a Discount Mortgage Loan, the Schedule of Discount
Fractions, for the benefit of the Certificateholders to reflect the removal of
such Deleted Mortgage Loan and the substitution of the Qualified Substitute
Mortgage Loan or Loans and the Master Servicer shall deliver the amended
Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a Discount Loan,
the amended Schedule of Discount Fractions, to the Trustee. Upon such
substitution, the Qualified Substitute Mortgage Loan or Loans shall be subject
to the terms of this Agreement and the related Subservicing Agreement in all
respects, the related Seller shall be deemed to have made the representations
and warranties with respect to the Qualified Substitute Mortgage Loan contained
in the related Seller's Agreement as of the date of substitution, and the
Company and the Master Servicer shall be deemed to have made with respect to any
Qualified Substitute Mortgage Loan or Loans, as of the date of substitution, the
covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
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Section 2.05. Issuance 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
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the 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 2.06. Conveyance of Uncertificated REMIC I and 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 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 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 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 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 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 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 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.
Section 2.07 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 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, which evidence ownership of the
entire REMIC II.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to the
related Insurer, the acquisition of any property acquired by foreclosure or deed
in lieu of foreclosure, or the management, marketing and conveyance of any
property acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding
the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit
any modification with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the
Code and any proposed, temporary or final regulations promulgated thereunder
(other than in connection with a proposed conveyance or assumption of such
Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and cause REMIC I or REMIC II to fail to qualify as such
under the Code. The Trustee shall furnish the Master Servicer with any powers of
attorney and other documents necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans. The Trustee shall not be
liable for any action taken by the Master Servicer or any Subservicer pursuant
to such powers of attorney. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with
this Agreement, comply with the Program Guide as if it were the originator of
such Mortgage Loan and had retained the servicing rights and obligations in
respect thereof. In connection with servicing and administering the Mortgage
Loans, the Master Servicer and any Affiliate of the Master Servicer (i) may
perform services such as appraisals and brokerage services that are not
customarily provided by servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in
the form of a "credit score" from a credit repository.
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(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in connection
with the offering of pass-through certificates evidencing interests in one or
more of the Certificates providing for the payment by the Master Servicer of
amounts received by the Master Servicer as servicing compensation hereunder and
required to cover certain Prepayment Interest Shortfalls on the Mortgage Loans,
which payment obligation will thereafter be an obligation of the Master Servicer
hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer, for
the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement, to the extent that the non-performance of
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any such obligation would have a material and adverse effect on a Mortgage Loan,
including, without limitation, the obligation to purchase a Mortgage Loan on
account of defective documentation, as described in Section 2.02, or on account
of a breach of a representation or warranty, as described in Section 2.04. Such
enforcement, including, without limitation, the legal prosecution of claims,
termination of Subservicing Agreements or Seller's Agreements, as appropriate,
and the pursuit of other appropriate remedies, shall be in such form and carried
out to such an extent and at such time as the Master Servicer would employ in
its good faith business judgment and which are normal and usual in its general
mortgage servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between Subservicer and Trustee
or
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Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by
Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the
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Master Servicer may also waive, modify or vary any term of any Mortgage Loan or
consent to the postponement of strict compliance with any such term or in any
manner grant indulgence to any Mortgagor if in the Master Servicer's
determination such waiver, modification, postponement or indulgence is not
materially adverse to the interests of the Certificateholders (taking into
account any estimated Realized Loss that might result absent such action);
provided, however, that the Master Servicer may not modify materially or permit
any Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable; and provided, further, that no such modification shall
reduce the interest rate on a Mortgage Loan below the sum of the Pool Strip Rate
and the sum of the rates at which the Servicing Fee and the Subservicing Fee
with respect to such Mortgage Loan accrues. In connection with any Curtailment
of a Mortgage Loan, the Master Servicer, to the extent not inconsistent with the
terms of the Mortgage Note and local law and practice, may permit the Mortgage
Loan to be reamortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Balance thereof
by the original Maturity Date based on the original Mortgage Rate; provided,
that such re-amortization shall not be permitted if it would constitute a
reissuance of the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account in
which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage
Rate on the Mortgage Loans, including Buydown Funds, if any, and the
interest component of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for which an REO Disposition
has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any related
expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to Section
2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited in
connection with the substitution of a Qualified Substitute Mortgage Loan
pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c)
or
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3.21;
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a); and
(vii) Any amounts realized by MLCC and received by the Master
Servicer in respect of any Additional Collateral.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the institution
maintaining the Custodial Account to invest the funds in the Custodial Account
attributable to the Mortgage Loans in Permitted Investments which shall mature
not later than the Certificate Account Deposit Date next following the date of
such investment (with the exception of the Amount Held for Future Distribution)
and which shall not be sold or disposed of prior to their maturities. All income
and gain realized from any such investment shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred in
respect of any such investments attributable to the investment of amounts in
respect of the Mortgage Loans shall be deposited in the Custodial Account by the
Master Servicer out of its own funds immediately as realized without any right
of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the Company of
any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
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(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect
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timely payment of taxes, assessments, hazard insurance premiums, Primary
Insurance Policy premiums, if applicable, or comparable items, to reimburse the
Master Servicer or Subservicer out of related collections for any payments made
pursuant to Sections 3.11 (with respect to the Primary Insurance Policy) and
3.12(a) (with respect to hazard insurance), to refund to any Mortgagors any sums
as may be determined to be overages, to pay interest, if required, to Mortgagors
on balances in the Servicing Account or to clear and terminate the Servicing
Account at the termination of this Agreement in accordance with Section 9.01 or
in accordance with the Program Guide. As part of its servicing duties, the
Master Servicer shall, and the Subservicers will, pursuant to the Subservicing
Agreements, be required to pay to the Mortgagors interest on funds in this
account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts and
in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously
unreimbursed advances or expenses made pursuant to Sections 3.01, 3.07(a),
3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to
the terms of this Agreement, such withdrawal right being limited to
amounts received on particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly
Payments for which any such advance was made in the case of Subservicer
Advances
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or Advances pursuant to Section 4.04 and (B) recoveries of amounts in
respect of which such advances were made in the case of Servicing
Advances;
(iii) to pay to itself or the related Subservicer (if not previously
retained by such Subservicer) out of each payment received by the Master
Servicer on account of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that remaining portion of any
such payment as to interest (but not in excess of the Servicing Fee and
the Subservicing Fee, if not previously retained) which, when deducted,
will result in the remaining amount of such interest being interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount specified in the amortization schedule of the
related Mortgage Loan as the principal balance thereof at the beginning of
the period respecting which such interest was paid after giving effect to
any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the Custodial
Account that it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as interest
in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential Funding,
the Company or any other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired in respect thereof that
has been purchased or otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not required to
be distributed to the Certificateholders as of the date on which the
related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment of
the Master Servicer, default is reasonably foreseeable pursuant to Section
3.07(a), to the extent the amount of the Advance has been added to the
outstanding principal balance of the Mortgage Loan, or any Advance
reimbursable to the Master Servicer pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred by
and reimbursable to it or the Company pursuant to Sections 3.13, 3.14(c),
6.03, 10.01 or otherwise, or in connection with enforcing any repurchase,
substitution or indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to
Section 3.14 in good faith in connection with the restoration of property
damaged by an Uninsured Cause, and (b) in connection with the liquidation
of a Mortgage Loan or disposition of an REO Property to the extent not
otherwise reimbursed pursuant to clause (ii) or (viii) above; and
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(x) to withdraw any amount deposited in the Custodial Account that
was not required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to take,
any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a Loan-
to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to each Rating Agency for mortgage pass-through certificates having a rating
equal to or better than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and Certificateholders, claims to the related Insurer under any
Primary Insurance Policies, in a timely manner in accordance with such policies,
and, in this regard, to take or cause to be taken such reasonable action as
shall be necessary to permit recovery under any Primary Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance
Proceeds collected by or remitted to the Master Servicer under any Primary
Insurance Policies shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage Loan
(other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer under any such policies (other than
amounts to be applied to the restoration or repair of the related Mortgaged
Property or property thus acquired or amounts released to the Mortgagor in
accordance with the Master Servicer's normal servicing procedures) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any cost incurred by the Master Servicer in maintaining any such insurance
shall not, for the purpose of calculating monthly distributions to the
Certificateholders, be added to the amount owing under the Mortgage Loan,
notwithstanding that the terms of the Mortgage Loan so permit. Such costs shall
be recoverable by the Master Servicer out of related late payments by the
Mortgagor or out of Insurance Proceeds and Liquidation Proceeds to the extent
permitted by Section 3.10. It is understood and agreed that no earthquake or
other additional insurance is to be required of any Mortgagor or maintained on
property acquired in respect of a Mortgage Loan other than pursuant to such
applicable laws and regulations as shall at any time be in force and as shall
require such additional insurance. Whenever the improvements securing a Mortgage
Loan (other than a Cooperative Loan) are located at the time of origination of
such Mortgage Loan in a federally designated special flood hazard area, the
Master Servicer shall cause flood insurance (to the extent available) to be
maintained in respect thereof. Such flood insurance shall be in an amount equal
to the lesser of (i) the amount required to compensate for any loss or damage to
the Mortgaged Property on a replacement cost basis and (ii) the maximum amount
of such insurance available for the related Mortgaged Property under the
national flood insurance program (assuming that the area in which such Mortgaged
Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a blanket
fire insurance policy with extended coverage insuring against hazard losses on
all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and the Certificateholders, claims
under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a comparable replacement bond or
policy from an issuer or insurer, as the case may be, meeting the requirements,
if any, of the Program Guide and acceptable to the Company. Coverage of the
Master Servicer under a policy or bond obtained by an Affiliate of the Master
Servicer and providing the coverage required by this Section 3.12(b) shall
satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default under
this Section 3.13(a) by reason of any transfer or assumption which the
Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably likely
that any Mortgagor will bring, or if any Mortgagor does bring, legal action
to declare invalid or otherwise avoid enforcement of a due-on-sale clause
contained in any Mortgage Note or Mortgage, the Master Servicer shall not
be required to enforce the due-on-sale clause or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption or modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both (i) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (ii) cause 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.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment) 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 nor REMIC II would not fail to continue to qualify as a REMIC under the
Code as a result thereof and (subject to Section 10.01(f)) that no tax on
"prohibited transactions" or "contributions" after the startup day would be
imposed on the REMIC as a result thereof. Any fee collected by the Master
Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this Agreement,
the Trustee and Master Servicer shall be entitled to approve an assignment in
lieu of satisfaction with respect to any Mortgage Loan, provided the obligee
with respect to such Mortgage Loan following such proposed assignment provides
the Trustee and Master Servicer with a "Lender Certification for Assignment of
Mortgage Loan" in the form attached hereto as Exhibit O, in form and substance
satisfactory to the Trustee and Master Servicer, providing the following: (i)
that the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) that the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and that the form of the transaction is solely
to comply with, or facilitate the transaction under, such local laws; (iii) that
the Mortgage Loan following the proposed assignment will have a rate of interest
at least 0.25 percent below or above the rate of interest on such Mortgage Loan
prior to such proposed assignment; and (iv) that such assignment is at the
request of the borrower under the related Mortgage Loan. Upon approval of an
assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master
Servicer shall receive cash in an amount equal to the unpaid principal balance
of and accrued interest on such Mortgage Loan and the Master Servicer shall
treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10. In addition to the foregoing, the Master Servicer
shall use its best reasonable efforts to realize upon any Additional Collateral
for such of the Additional Collateral Loans as come into and continue in default
and as to which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.07; provided that the Master Servicer
shall not, on behalf of the Trustee, obtain title to any such Additional
Collateral as a result of or in lieu of the disposition thereof or otherwise;
and provided further that (i) the Master Servicer shall not proceed with respect
to such Additional Collateral in any manner that would impair the ability to
recover against the related Mortgaged Property, and (ii) the Master Servicer
shall proceed with any REO Acquisition in a manner that preserves the ability to
apply the proceeds of such Additional Collateral against amounts owed under the
defaulted Mortgage Loan. Any proceeds realized from such Additional Collateral
(other than amounts to be released to the Mortgagor or the related guarantor in
accordance with procedures that the Master Servicer would follow in servicing
loans held for its own account, subject to the terms and conditions of the
related Mortgage and Mortgage Note and to the terms and conditions of any
security agreement, guarantee agreement, mortgage or other agreement governing
the disposition of the proceeds of such Additional Collateral) shall be
deposited in the Custodial Account, subject to withdrawal pursuant to Section
3.10. Any other payment received by the Master Servicer in respect of such
Additional Collateral shall be deposited in the Custodial Account subject to
withdrawal pursuant to Section 3.10. Concurrently with the foregoing, the Master
Servicer may pursue any remedies that may be available in connection with a
breach of a representation and warranty with respect to any such Mortgage Loan
in accordance with Sections 2.03 and 2.04. However, the Master Servicer is not
required to continue to pursue both foreclosure (or similar remedies) with
respect to the Mortgage Loans and remedies in connection with a breach of a
representation and warranty if the Master Servicer determines in its reasonable
discretion that one such remedy is more likely to result in a greater recovery
as to the Mortgage Loan. Upon the occurrence of a Cash Liquidation or REO
Disposition, following the deposit in the Custodial Account of all Insurance
Proceeds, Liquidation Proceeds and other payments and recoveries referred to in
the definition of "Cash Liquidation" or "REO Disposition," as applicable, upon
receipt by the Trustee of written notification of such deposit signed by a
Servicing Officer, the Trustee or any Custodian, as the case may be, shall
release to the Master Servicer the related Mortgage File and the Trustee shall
execute and deliver such instruments of transfer or assignment prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in
the Master Servicer or its designee, as the case may be, the related Mortgage
Loan, and thereafter such Mortgage Loan shall not be part of the Trust Fund.
Notwithstanding the foregoing or any other provision of this Agreement, in the
Master Servicer's sole discretion with respect to any defaulted Mortgage Loan or
REO Property as to either of the following provisions, (i) a Cash Liquidation or
REO Disposition may be deemed to have occurred if substantially all amounts
expected by the Master Servicer to be received in connection with the related
defaulted Mortgage Loan or REO Property have been received, and (ii) for
purposes of determining the amount of any Liquidation Proceeds, Insurance
Proceeds, REO Proceeds or any other unscheduled collections or the amount of any
Realized Loss, the Master Servicer may take into account minimal amounts of
additional receipts expected to be received or any estimated additional
liquidation expenses expected to be incurred in connection with the related
defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by 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 Certificateholders. Notwithstanding any such acquisition of title and
cancellation of the related Mortgage Loan, such REO Property shall (except as
otherwise expressly provided herein) be considered to be an Outstanding Mortgage
Loan held in 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 REMIC I shall dispose of such REO Property
within three full years after the taxable year of its acquisition by REMIC I for
purposes of Section 860G(a)(8) of the Code (or such shorter period as may be
necessary under applicable state (including any state in which such property is
located) law to maintain the status of REMIC I as a REMIC under applicable state
law and avoid taxes resulting from such property failing to be foreclosure
property under applicable state law) or, at the expense of REMIC I, request,
more than 60 days before the day on which such grace period would otherwise
expire, an extension of such grace period unless the Master Servicer (subject to
Section 10.01(f)) obtains for the Trustee an Opinion of Counsel, addressed to
the Trustee and the Master Servicer, to the effect that the holding by REMIC I
of such REO Property subsequent to such period will not result in the imposition
of taxes on "prohibited transactions" as defined in Section 860F of the Code or
cause REMIC I to fail to qualify as a REMIC under the Code 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 allocated is no
longer outstanding, such subsequent recovery shall be distributed to the persons
who were the Holders of such Class of Certificates when it was retired); fourth,
to all Servicing Fees and Subservicing Fees payable therefrom (and the Master
Servicer and the Subservicer shall have no claims for any deficiencies with
respect to such fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligors is not a United States Person, in connection with any foreclosure or
acquisition of a deed in lieu of foreclosure (together, "foreclosure") in
respect of such Mortgage Loan, the Master Servicer will cause compliance with
the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor
thereto) necessary to assure that no withholding tax obligation arises with
respect to the proceeds of such foreclosure except to the extent, if any, that
proceeds of such foreclosure are required to be remitted to the obligors on such
Mortgage Loan.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H, or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of
any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit H hereto, or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain from such excess and to pay to itself
and/or the related Subservicer, any Foreclosure Profits and any Servicing Fee or
Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not
be transferred in whole or in part except in connection with the transfer of all
of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20. Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan
61
<PAGE>
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master Servicer or a
Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share (A) with respect to each
Class of Certificates (other than any Subclass of the Class A-11 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-11 Certificates, shall be equal to the amount (if
any) distributed pursuant to Section 4.02(a)(i) below to each Holder of a
Subclass thereof) of the following amounts, in the following order of priority
(subject to the provisions of Section 4.02(b)), in each case to the extent of
the Available Distribution Amount:
(i) to the Class A Certificateholders (other than the Class A-10
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-11 Certificates) for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of this Section
4.02(a); and
(ii) (X) to the Class A-10 Certificateholders, the Class A-10
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than the Class A-10
Certificateholders) and Class R Certificateholders, in the priorities
and amounts set forth in Section 4.02(b)(ii) and (iii) and Section
4.02(c), the sum of the following (applied to reduce the Certificate
Principal Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date times the
sum of the following:
(1) the principal portion of each Monthly Payment due
during the related Due Period on each Outstanding Mortgage
Loan (other than the related Discount Fraction of the
principal portion of such payment with respect to a Discount
Mortgage Loan), whether or not received on or prior to the
related Determination Date, minus the principal portion of any
Debt Service Reduction (other than the related Discount
Fraction of the principal portion of such Debt Service
Reductions with respect to each Discount Mortgage Loan) which
together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or deemed to
have been so repurchased in accordance with Section 3.07(b))
pursuant to Section 2.02, 2.03, 2.04 or 4.07 and the amount of
any shortfall deposited in the Custodial Account in connection
with the substitution of a Deleted Mortgage Loan pursuant to
Section 2.03 or 2.04 during the related Prepayment Period
(other than the related Discount Fraction of such Stated
Principal Balance or shortfall with respect to each Discount
Mortgage Loan); and
(3) the principal portion of all other unscheduled
collections (other than Principal Prepayments in Full and
Curtailments and amounts received in connection with a Cash
Liquidation or REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or deemed to
have been so received in accordance with Section 3.07(b)) to
the extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 (other than the related Discount Fraction of the
principal portion of such unscheduled collections, with
respect to each Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition occurred during the related
Prepayment Period (or was deemed to have occurred during such period
in accordance with Section 3.07(b)) and did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses, an amount equal to the lesser of (a) the
Senior Percentage for such Distribution Date times the Stated
Principal Balance of such Mortgage Loan (other than the related
Discount Fraction of such Stated Principal Balance, with respect to
each Discount Mortgage Loan) and (b) the Senior Accelerated
Distribution Percentage for such Distribution Date times the related
unscheduled collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to the extent
applied by the Master Servicer as recoveries of principal of the
related Mortgage Loan pursuant to Section 3.14 (in each case other
than the portion of such unscheduled collections, with respect to a
Discount Mortgage Loan, included in Section 4.02(b)(i) (C));
(C) the Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal
Prepayments in Full and Curtailments received in the related
Prepayment Period (other than the related Discount Fraction of
such Principal Prepayments in Full and Curtailments, with respect
to each Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y), clauses
(A), (B) and (C) of this Section 4.02(a), as determined for any
previous Distribution Date, which remain unpaid after application
of amounts previously distributed pursuant to this clause (E) to
the extent that such amounts are not attributable to Realized
Losses which have been allocated to the Class M Certificates or
Class B Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any Advances
or Subservicer Advances previously made with respect to any Mortgage Loan
or REO Property which remain unreimbursed in whole or in part following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO
Property, minus any such Advances that were made with respect to
delinquencies that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-10 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(vii), (ix), (xi), (xiii), (xiv)
and (xv) are insufficient therefor, applied in reduction of the
Certificate Principal Balance of the Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-10 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-10 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-10 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-10 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-10 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-10 Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates applied in reduction of the Certificate
Principal Balance of the Class B-3 Certificates;
(xvi) to the Class A Certificateholders and Class R
Certificateholders, in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining after the
foregoing distributions, applied to reduce the Certificate Principal
Balances of such Class A Certificates and Class R Certificates, but in no
event more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Class A Certificates and Class R
Certificates, and thereafter, to each Class of Class M Certificates then
outstanding beginning with such Class with the lowest numerical
designation, any portion of the Available Distribution Amount remaining
after the Class A Certificates and Class R Certificates have been retired,
applied to reduce the Certificate Principal Balance of each such Class of
Class M Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Class M Certificates;
and thereafter to each such Class of Class B Certificates then outstanding
beginning with such Class with the lowest numerical designation, any
portion of the Available Distribution Amount remaining after the Class M
Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Class B Certificates, but in no
event more than the outstanding Certificate Principal Balance of each such
Class of Class B Certificates; and
(xvii) to the Class R Certificateholders, the balance, if any, of the
Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Class B Certificates outstanding on such Distribution Date with the
highest numerical designation, or in the event the Class B Certificates are no
longer outstanding, the Class of Class M Certificates then outstanding with the
highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest shortfalls
relating to Nonrecoverable Advances as determined by the Master Servicer with
respect to the related Mortgage Loan where such Mortgage Loan has not yet been
the subject of a Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates 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-10 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-10
Principal Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal portion of
each Monthly Payment on each Discount Mortgage Loan due during the
related Due Period, whether or not received on or prior to the related
Determination Date, minus the Discount Fraction of the principal
portion of any related Debt Service Reduction which together with
other Bankruptcy Losses exceeds the Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion of
all unscheduled collections on each Discount Mortgage Loan received
during the preceding calendar month (other than amounts received in
connection with a Cash Liquidation or REO Disposition of a Discount
Mortgage Loan described in clause (C) below), including Principal
Prepayments in Full, Curtailments and repurchases (including deemed
repurchases under Section 3.07(b)) of Discount Mortgage Loans (or,
in the case of a substitution of a Deleted Mortgage Loan, the
Discount Fraction of the amount of any shortfall deposited in the
Custodial Account in connection with such substitution);
(C) in connection with the Cash Liquidation or REO Disposition
of a Discount Mortgage Loan that did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses, an amount equal to the lesser of (1) the
applicable Discount Fraction of the Stated Principal Balance of such
Discount Mortgage Loan immediately prior to such Distribution Date
and (2) the aggregate amount of the collections on such Mortgage
Loan to the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
(E) the amount of any Class A-10 Collection Shortfalls for such
Distribution Date and the amount of any Class A-10 Collection
Shortfalls remaining unpaid for all previous Distribution Dates, but
only to the extent of the Eligible Funds for such Distribution Date;
(ii) the Senior Principal Distribution Amount shall be
distributed to the Class A-3 Certificates in an amount equal to
the Lockout Distribution Percentage of the Class A-3
Certificates' pro rata share (based on the Certificate Principal
Balance thereof relative to the aggregate Certificate Principal
Balance of all classes of Senior Certificates (other than the
Class A-10 Certificates)) of the Senior Principal Distribution
Amount; and
(iii) from the balance, if any, of the Senior Principal
Distribution Amount remaining after the distribution described in
clause 4.02(b)(ii) above, there shall be distributed sequentially
as follows:
(A) first, concurrently to the Class R-I Certificates and Class
R-II Certificates, on a pro rata basis (in proportion to their
respective Certificate Principal Balances), until the Certificate
Principal Balances thereof have been reduced to zero;
(B) second, until the Certificate Principal Balance of the Class
A-1 Certificates has been reduced to zero, concurrently as follows:
(i) 49.6096195415% of the amount distributable under this
clause (B) to the Class A-1 Certificates;
(ii) 50.3903804585% of the amount distributable under this
clause (B) in the following order:
first, until the Certificate Principal Balance of the
Class A-4 Certificates has been reduced to zero,
concurrently as follows:
(x) 15.8903751063% of the amount distributable under
this clause (1) to the Class A-4 Certificates; and
(y) 84.1096248937% of the amount distributable under
this clause (1) in the following order:
first, the TAC Distribution Amount for such
Distribution Date concurrently on a pro rata basis to the
Class A-7 Certificates and Class A-9 Certificates until the
Certificate Principal Balances thereof have been reduced to
their respective Targeted Principal Balances for such
Distribution Date;
second, to the Class A-6 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero; and
third, concurrently on a pro rata basis to the Class
A-7 Certificates and Class A-9 Certificates, until the
Certificate Principal Balances thereof have been reduced to
zero; and
(2) second, to the Class A-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to
zero;
(C) third, to the Class A-2 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
(D) fourth, 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 in Section
4.02(b) above in respect of principal among the various classes of
Class A Certificates (other than the Class A-10 Certificates) and
Class R Certificates will be disregarded and an amount equal to the
Discount Fraction of the principal portion of scheduled or unscheduled
payments received or advanced in respect of the Discount Mortgage
Loans will be distributed to the Class A-10 Certificates and the
Senior Principal Distribution Amount will be distributed among all
Classes of Class A Certificates (other than the Class A-10
Certificates) and Class R 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-10 Certificates) and
Class R Certificates to zero but prior to the occurrence of the Credit
Support Depletion Date, the Class A Certificates (other than the Class
A-10 Certificates) and Class R Certificates will be entitled to no
further distributions of principal thereon and the Available
Distribution Amount will be paid solely to the holders of the Class
A-10, Class A-11, Class M and Class B Certificates, in each case as
described herein.
(e)In addition to the foregoing distributions, with respect to
any Mortgage Loan that was previously the subject of a Cash
Liquidation or an REO Disposition that resulted in a Realized Loss, in
the event that within two years of the date on which such Realized
Loss was determined to have occurred the Master Servicer receives
amounts, which the Master Servicer reasonably believes to represent
subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover
estimated expenses, specifically related to such Mortgage Loan
(including, but not limited to, recoveries in respect of the
representations and warranties made by the related Seller pursuant to
the applicable Seller's Agreement), the Master Servicer shall
distribute such amounts to the applicable Certificateholders of the
Class or Classes to which such Realized Loss was allocated, 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 11.01(e) or (ii) such Class of Certificates has been deposited
into a separate trust fund or other structuring vehicle and separate
certificates or other instruments representing interests therein have
been issued in one or more classes, and any of such separate
certificates or other instruments was protected against the related
Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any amount to
be so distributed with respect to the Certificates of any Class shall
be distributed by the Master Servicer to the Certificateholders of
record as of the Record Date immediately preceding the date of such
distribution (i) with respect to the Certificates of any Class (other
than the Class A-11 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-11
Certificates, to the Class A-11 Certificates or any Subclass thereof
in the same proportion as the related Realized Loss was allocated. Any
amounts to be so distributed shall not be remitted to or distributed
from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.
(f)Each distribution with respect to a Book-Entry Certificate
shall be paid to the Depository, as Holder thereof, and the Depository
shall be responsible for crediting the amount of such distribution to
the accounts of its Depository Participants in accordance with its
normal procedures. Each Depository Participant shall be responsible
for disbursing such distribution to the Certificate Owners that it
represents and to each indirect participating brokerage firm (a
"brokerage firm" or "indirect participating firm") for which it acts
as agent. Each brokerage firm shall be responsible for disbursing
funds to the Certificate Owners that it represents. None of the
Trustee, the Certificate Registrar, the Company or the Master Servicer
shall have any responsibility therefor except as otherwise provided by
this Agreement or applicable law.
(g)Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any
Class of Certificates will be made on the next Distribution Date, the
Master Servicer shall, no later than the Determination Date in the
month of such final distribution, notify the Trustee and the Trustee
shall, no later than two (2) Business Days after such Determination
Date, mail on such date to each Holder of such Class of Certificates a
notice to the effect that: (i) the Trustee anticipates that the final
distribution with respect to such Class of Certificates will be made
on such Distribution Date but only upon presentation and surrender of
such Certificates at the office of the Trustee or as otherwise
specified therein, and (ii) no interest shall accrue on such
Certificates from and after the end of the prior calendar month. In
the event that Certificateholders required to surrender their
Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn from
the Certificate Account and credited to a separate escrow account for
the benefit of such Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate Account
and with respect to each Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to each Holder and the Company
a statement setting forth the following information as to each Class of
Certificates to the extent applicable:
(i) (a) the amount of such distribution to the Certificateholders of
such Class applied to reduce the Certificate Principal Balance thereof, and
(b) the aggregate amount included therein representing Principal
Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of Certificates
is less than the full amount that would be distributable to such Holders if
there were sufficient funds available therefor, the amount of the
shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage Loans
after giving effect to the distribution of principal on such Distribution
Date;
(vi) the aggregate Certificate Principal Balance of each Class of
Certificates, and each of the Senior, Class M and Class B Percentages,
after giving effect to the amounts distributed on such Distribution Date,
separately identifying any reduction thereof due to Realized Losses other
than pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Mortgage Loans that
are delinquent (A) one month, (B) two months and (C) three months and the number
and aggregate principal balance of Mortgage Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book value of any
REO Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid, if
any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy
Amount as of the close of business on such Distribution Date and a
description of any change in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such Distribution Date
and the Pass-Through Rate with respect to the Class A-11 Certificates and
each Subclass, if any, thereof;
(xiii) the Notional Amount with respect to each Class of Interest Only
Certificates and, with respect to the Class A-11 Certificates, each Class
A-11 Subclass Notional Amount;
(xiv) the occurrence of the Credit Support Depletion Date;
(xv) the Senior Accelerated Distribution Percentage applicable to such
distribution;
(xvi) the Senior Percentage for such Distribution Date;
(xvii) the aggregate amount of Realized Losses for such Distribution
Date;
(xviii) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xix) the weighted average remaining term to maturity of the Mortgage
Loans after giving effect to the amounts distributed on such Distribution
Date; and
(xx) the weighted average Mortgage Rates of the Mortgage Loans after
giving effect to the amounts distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master Servicer,
as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding each
Determination Date, the Master Servicer shall furnish a written statement to the
Trustee, any Paying Agent and the Company (the information in such statement to
be made available to Certificateholders by the Master Servicer on request)
setting forth (i) the Available Distribution Amount; and (ii) the amounts
required to be withdrawn from the Custodial Account and deposited into the
Certificate Account on the immediately succeeding Certificate Account Deposit
Date pursuant to clause (iii) of Section 4.01(a). The determination by the
Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a)(iii) in respect of outstanding Advances on any Distribution
Date shall be allocated to specific Monthly Payments due but delinquent for
previous Due Periods, which allocation shall be made, to the extent practicable,
to Monthly Payments which have been delinquent for the longest period of time.
Such allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due in the month in which such Distribution Date occurs. The
amount of each Realized Loss shall be evidenced by an Officers' Certificate. All
Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; second, to the Class B-2 Certificates until
the Certificate Principal Balance thereof has been reduced to zero; third, to
the Class B-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and, thereafter, if any such
Realized Loss is on a Discount Mortgage Loan, to the Class A-10 Certificates, in
an amount equal to the Discount Fraction of the principal portion thereof, and
the remainder of such Realized Losses on the Discount Mortgage Loans and the
entire amount of such Realized Losses on Non-Discount Mortgage Loans will be
allocated among all the Class A Certificates (other than the Class A-10
Certificates) and Class R Certificates, on a pro rata basis, as described below.
Any Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses on the Mortgage Loans will be allocated to the Class
A-10 Certificates in an amount equal to the Discount Fraction thereof in the
case of a Discount Mortgage Loan and the remainder of such losses on Discount
Mortgage Loans and the entire amount of such losses on Non-Discount Mortgage
Loans will be allocated among the Class A Certificates (other than the Class
A-10 Certificates), Class M Certificates and Class B Certificates, on a pro rata
basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made in proportion to the amount
of Accrued Certificate Interest and by operation of the definition of "Accrued
Certificate Interest" and by operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions shall be made by
operation of the provisions of Section 4.02(a). All Realized Losses and all
other losses allocated to a Class of Certificates hereunder will be allocated
among the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby; provided that if any Subclasses of the Class A-11
Certificates have been issued pursuant to Section 5.01(c), all Realized Losses
and other losses allocated to the Class A-11 Certificates shall be allocated
among such Subclasses in proportion to the respective amounts of Accrued
Certificate Interest payable on such Distribution Date that would have resulted
absent such reductions.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or more,
the Master Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time the Master Servicer makes
a payment to the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this Section 4.07, the Master Servicer shall
continue to service any such Mortgage Loan after the date of such purchase in
accordance with the terms of this Agreement and, if any Realized Loss with
respect to such Mortgage Loan occurs, allocate such Realized Loss to the Class
or Classes of Certificates that would have borne such Realized Loss in
accordance with the terms hereof as if such Mortgage Loan had not been so
purchased. For purposes of this Agreement, a payment of the Purchase Price by
the Master Servicer pursuant to this Section 4.07 will be viewed as an advance,
and the amount of any Realized Loss shall be recoverable pursuant to the
provisions for the recovery of unreimbursed Advances under Section 4.02(a) or,
to the extent not recoverable under such provisions, as a Nonrecoverable Advance
as set forth herein.
Section 4.08. Surety Bond. (a) If a Required Surety Payment is payable
pursuant to the Surety Bond with respect to any Additional Collateral Loan, the
Master Servicer shall so notify the Trustee as soon as reasonably practicable
and the Trustee shall promptly complete the notice in the form of Attachment 1
to the Surety Bond and shall promptly submit such notice to the Surety as a
claim for a Required Surety. The Master Servicer shall upon request assist the
Trustee in completing such notice and shall provide any information requested by
the Trustee in connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on
behalf of the Holders of Certificates, the Trustee shall deposit such
Required Surety Payment in the Certificate Account and shall distribute
such Required Surety Payment, or the proceeds thereof, in accordance with
the provisions of Section 4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder
of a Certificate any Required Surety Payment from the Surety and (ii)
disburse the same to the Holders of such Certificates as set forth in
Section 4.02.
Section 4.09. Distributions on the Uncertificated REMIC I and REMIC II
Regular Interests.
(d) 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 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
4.09(b), an amount equal to the sum of the amounts in respect of
principal distributable on the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, 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(a), as allocated thereto pursuant
to Section 4.02(b).
(e) The amount described in Section 4.09(a)(ii) shall be deemed distributed
to (i) Uncertificated REMIC I Regular Interest W, (ii) Uncertificated REMIC I
Regular Interest X and (iii) Uncertificated REMIC I Regular Interest Y with the
amount to be distributed allocated among such interests in accordance with the
priority assigned to the (i) Class A-8 Certificates and Class A-9 Certificates,
(ii) Class A-10 Certificates, and (iii) Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and Class R-II Certificates, respectively, under
Section 4.02(b) until the Uncertificated Principal Balance of each such interest
is reduced to zero.
(f) The portion of the Uncertificated REMIC I Regular Interest Distribution
Amounts described in Section 4.09(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).
(g) In determining from time to time the Uncertificated REMIC I Regular
Interest Distribution Amounts and Uncertificated REMIC II Regular Interest
Distribution Amounts:
Realized Losses allocated to the Class A-11 Certificates under Section
4.05 shall be deemed allocated to the REMIC II Uncertificated Regular Interests
pro-rata according to the respective amounts of Uncertificated Accrued Interest
that would have accrued on such Uncertificated REMIC Regular II Interests for
the Distribution Date for which such allocation is being made in the absence of
such allocation;
Realized Losses allocated to the Class A-8 Certificates and Class A-9
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest W;
Realized Losses allocated to the Class A-10 Certificates under Section
4.05 shall be deemed allocated to Uncertificated REMIC I Regular Interest X;
Realized Losses allocated to the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, 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 Y; and
Realized Losses allocated to the Uncertificated REMIC II Regular Interests
under clause (I), above, shall be deemed allocated, in each case, to the related
Uncertificated REMIC I Regular Interest Z.
(h) 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 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 4.09. The amounts deemed distributed hereunder with respect to the
Class A-11 Certificates shall be deemed to have been distributed in respect of
the Uncertificated REMIC II Regular Interests Z in accordance with their
respective Uncertificated REMIC II Regular Interest Distribution Amounts, as
such Uncertificated REMIC II Regular Interests comprise the Class A-11
Certificates.
(i) Notwithstanding the deemed distributions on the Uncertificated REMIC I
Regular Interests described in this Section 4.09, distributions of funds from
the Certificate Account shall be made only in accordance with Section 4.02.
62
<PAGE>
ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates, respectively,
shall be substantially in the forms set forth in Exhibits A, B, C and D and
shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates, other than the Class R,
Class A-2 and Class A-11 Certificates, shall be issuable in minimum dollar
denominations of $25,000 (by Certificate Principal Balance or Notional Amount,
as applicable) (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 (in the case
of the Class A Certificates, other than the Class A-10 Certificates) and $1,000
(in the case of the Class A-10, Class M and Class B Certificates) in excess
thereof, except that one Certificate of each of the Class A-10, 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-10 $ 25,904.83
Class M-1 $ 25,800.00
Class M-2 $ 250,900.00
Class M-3 $ 250,200.00
Class B-1 $ 250,150.00
Class B-2 $ 250,100.00
Class B-3 $ 250,633.63
The Class A-2 Certificates shall be issuable in minimum dollar denominations of
$1,000 and integral multiples of $1 in excess thereof. The Class R-I, Class R-II
and Class A-11 Certificates shall be issuable in minimum denominations of not
less than a 20% Percentage Interest; provided, however, that one of each of the
Class R-I Certificates and Class R-II Certificates will be issuable to
Residential Funding as "tax matters person" pursuant to Section 10.01(c) and (e)
in a minimum denomination representing a Percentage Interest of not less than
0.01%. Each Subclass of Class A-11 Certificates shall be issuable as a single
certificate as provided in Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-10 Certificates and
Class A-11 Certificates, shall initially be issued as one or more Certificates
registered in the name of the Depository or its nominee and, except as provided
below, registration of such Certificates may not be transferred by the Trustee
except to another Depository that agrees to hold such Certificates for the
respective Certificate Owners with Ownership Interests therein. The Class A
Certificateholders shall hold their respective Ownership Interests in and to
each of the Class A Certificates, other than the Class A-10 Certificates and
Class A-11 Certificates, through the book-entry facilities of the Depository
and, except as provided below, shall not be entitled to Definitive Certificates
in respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall transfer the Ownership Interests only in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
(c) From time to time Residential Funding, as the initial Holder of the
Class A-11 Certificates, may exchange such Holder's Class A-11 Certificates for
Subclasses of Class A-11 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 II Regular Interests corresponding to
the Class A-11 Certificates so surrendered for exchange. Any Subclass so issued
shall bear a numerical designation commencing with Class A-11-1 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-11 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 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-11 Certificates may be
transferred in whole, but not in part, in accordance with the provisions of
Section 5.02.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to
be appointed by the Trustee in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose pursuant to Section
8.12 and, in the case of any Class M, Class B or Class R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class (or Subclass) and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class (or Subclass)
and aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B Certificate
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act of 1933, as amended,
and any applicable state securities laws or is made in accordance with said Act
and laws. In the event that a transfer of a Class B Certificate is to be made
either (i)(A) the Trustee shall require a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Company that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Company or the Master Servicer and (B) the Trustee shall
require the transferee to execute a representation letter, substantially in the
form of Exhibit J-1 hereto, and the Trustee shall require the transferor to
execute a representation letter, substantially in the form of Exhibit K hereto,
each acceptable to and in form and substance satisfactory to the Company and the
Trustee certifying to the Company and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of the Trustee,
the Company or the Master Servicer or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the Master
Servicer with an investment letter substantially in the form of Exhibit L
attached hereto (or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Master Servicer, and which investment letter states that, among
other things, such transferee (A) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (B) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
(e) In the case of any Class 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 the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Company or the Master Servicer or (ii) the
prospective transferee shall be required to provide the Trustee, the Company and
the Master Servicer with a certification to the effect set forth in paragraph
six of Exhibit J-1 (with respect to any Class B Certificate), Exhibit J-2 (with
respect to any Class M Certificate) or paragraph fourteen of Exhibit I-1 (with
respect to any Class R Certificate), which the Trustee may rely upon without
further inquiry or investigation, or such other certifications as the Trustee
may deem desirable or necessary in order to establish that such transferee or
the Person in whose name such registration is requested is not an employee
benefit plan or other plan subject to the prohibited transaction provisions of
ERISA or Section 4975 of the Code, or any Person (including an investment
manager, a named fiduciary or a trustee of any such plan) who is using "plan
assets" of any such plan to effect such acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall be a Permitted Transferee and shall promptly
notify the Trustee of any change or impending change in its status as
a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require
delivery to it, and shall not register the Transfer of any Class R
Certificate until its receipt of, (I) an affidavit and agreement (a
"Transfer Affidavit and Agreement," in the form attached hereto as
Exhibit I-1) from the proposed Transferee, in form and substance
satisfactory to the Master Servicer, representing and warranting,
among other things, that it is a Permitted Transferee, that it is
not acquiring its Ownership Interest in the Class R Certificate that
is the subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee, that for so
long as it retains its Ownership Interest in a Class R Certificate,
it will endeavor to remain a Permitted Transferee, and that it has
reviewed the provisions of this Section 5.02(f) and agrees to be
bound by them, and (II) a certificate, in the form attached hereto
as Exhibit I-2, from the Holder wishing to transfer the Class R
Certificate, in form and substance satisfactory to the Master
Servicer, representing and warranting, among other things, that no
purpose of the proposed Transfer is to impede the assessment or
collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if a
Responsible Officer of the Trustee who is assigned to this Agreement
has actual knowledge that the proposed Transferee is not a Permitted
Transferee, no Transfer of an Ownership Interest in a Class R
Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a
Class R Certificate shall agree (x) to require a Transfer Affidavit
and Agreement from any other Person to whom such Person attempts to
transfer its Ownership Interest in a Class R Certificate and (y) not
to transfer its Ownership Interest unless it provides a certificate to
the Trustee in the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership Interest in a
Class R Certificate, by purchasing an Ownership Interest in such
Certificate, agrees to give the Trustee written notice that it is a
"pass-through interest holder" within the meaning of Temporary
Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
acquiring an Ownership Interest in a Class R Certificate, if it is,
or is holding an Ownership Interest in a Class R Certificate on
behalf of, a "pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit I-2 and all of such other documents as
shall have been reasonably required by the Trustee as a condition to such
registration. Transfers of the Class R Certificates to Non-United States
Persons and Disqualified Organizations (as defined in Section 860E(e)(5)
of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of a
Class R Certificate, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of
such Class R Certificate. If a Non-United States Person shall become a
holder of a Class R Certificate, then the last preceding United States
Person shall be restored, to the extent permitted by law, to all rights
and obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. If a transfer of a Class R
Certificate is disregarded pursuant to the provisions of Treasury
Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding
Permitted Transferee shall be restored, to the extent permitted by law, to
all rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The Trustee
shall be under no liability to any Person for any registration of Transfer
of a Class R Certificate that is in fact not permitted by this Section
5.02(f) or for making any payments due on such Certificate to the holder
thereof or for taking any other action with respect to such holder under
the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this Section
5.02(f) and to the extent that the retroactive restoration of the
rights of the Holder of such Class R Certificate as described in
clause (iii)(A) above shall be invalid, illegal or unenforceable,
then the Master Servicer shall have the right, without notice to the
holder or any prior holder of such Class R Certificate, to sell such
Class R Certificate to a purchaser selected by the Master Servicer
on such terms as the Master Servicer may choose. Such purported
Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer itself or any
Affiliate of the Master Servicer. The proceeds of such sale, net of
the commissions (which may include commissions payable to the Master
Servicer or its Affiliates), expenses and taxes due, if any, will be
remitted by the Master Servicer to such purported Transferee. The
terms and conditions of any sale under this clause (iii)(B) shall be
determined in the sole discretion of the Master Servicer, and the
Master Servicer shall not be liable to any Person having an
Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer of an
Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a
result of any regulated investment company, real estate investment trust,
common trust fund, partnership, trust, estate or organization described in
Section 1381 of the Code that holds an Ownership Interest in a Class R
Certificate having as among its record holders at any time any Person who
is a Disqualified Organization. Reasonable compensation for providing such
information may be required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions
will not cause such Rating Agency to downgrade its then-current
ratings, if any, of any Class of the Class A, Class M, Class B or
Class R Certificates below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by such
Rating Agency; and
(B) subject to Section 10.01(f), a certificate of the Master
Servicer stating that the Master Servicer has received an Opinion of
Counsel, in form and substance satisfactory to the Master Servicer,
to the effect that such modification, addition to or absence of such
provisions will not cause either REMIC I or REMIC II to cease to
qualify as a REMIC and will not cause (x) either REMIC I or REMIC II
to be subject to an entity-level tax caused by the Transfer of any
Class R Certificate to a Person that is a Disqualified Organization
or (y) a Certificateholder or another Person to be subject to a
REMIC-related tax caused by the Transfer of a Class R Certificate to
a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of " Certificateholder," and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of the Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates is
anticipated to be made upon presentation and surrender of such Certificates
at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of Accrued Certificate Interest thereon for the related
Interest Accrual Period and any previously unpaid Accrued Certificate Interest
with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase pursuant to
this Section 5.06 is to be made, the Trustee shall on such date cause all funds
in the Certificate Account deposited therein by the Master Servicer or the
Company, as applicable, pursuant to Section 5.06(b) to be withdrawn therefrom
and deposited in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable, shall
give a second written notice to such Certificateholders to surrender their
Certificates for payment of the purchase price therefor. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the Holders of such
Certificates concerning surrender of their Certificates. The costs and expenses
of maintaining the escrow account and of contacting Certificateholders shall be
paid out of the assets which remain in the escrow account. If within nine months
after the second notice any Certificates shall not have been surrendered for
cancellation in accordance with this Section 5.06, the Trustee shall pay to the
Master Servicer or the Company, as applicable, all amounts distributable to the
Holders thereof and the Master Servicer or the Company, as applicable, shall
thereafter hold such amounts until distributed to such Holders. No interest
shall accrue or be payable to any Certificateholder on any amount held in the
escrow account or by the Master Servicer or the Company, as applicable, as a
result of such Certificateholder's failure to surrender its Certificate(s) for
payment in accordance with this Section 5.06. Any Certificate that is not
surrendered on the Distribution Date on which a purchase pursuant to this
Section 5.06 occurs as provided above will be deemed to have been purchased and
the Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses associated with
such escrow account and notices allocated thereto. Any Certificates so purchased
or deemed to have been purchased on such Distribution Date shall remain
outstanding hereunder. The Master Servicer or the Company, as applicable, shall
be for all purposes the Holder thereof as of such date.
63
<PAGE>
ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master
Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be merged
or consolidated, or any corporation resulting from any merger or consolidation
to which the Company or the Master Servicer shall be a party, or any Person
succeeding to the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Master Servicer
shall be qualified to service mortgage loans on behalf of FNMA or FHLMC; and
provided further that each Rating Agency's ratings, if any, of the Class A,
Class M, Class B or Class R Certificates in effect immediately prior to such
merger or consolidation will not be qualified, reduced or withdrawn as a result
thereof (as evidenced by a letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to
the contrary, the Master Servicer may assign its rights and delegate its duties
and obligations under this Agreement; provided that the Person accepting such
assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be performed or observed by the Master Servicer
under this Agreement; provided further that each Rating Agency's rating of the
Classes of Certificates that have been rated in effect immediately prior to such
assignment and delegation will not be qualified, reduced or withdrawn as a
result of such assignment and delegation (as evidenced by a letter to such
effect from each Rating Agency). In the case of any such assignment and
delegation, the Master Servicer shall be released from its obligations under
this Agreement, except that the Master Servicer shall remain liable for all
liabilities and obligations incurred by it as Master Servicer hereunder prior to
the satisfaction of the conditions to such assignment and delegation set forth
in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company, the Master Servicer
and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any obligation
to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as if such expenses and costs constituted a Prepayment
Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any distribution
required to be made under the terms of the Certificates of such Class and
this Agreement and, in either case, such failure shall continue unremedied
for a period of 5 days after the date upon which written notice of such
failure, requiring such failure to be remedied, shall have been given to
the Master Servicer by the Trustee or the Company or to the Master
Servicer, the Company and the Trustee by the Holders of Certificates of
such Class evidencing Percentage Interests aggregating not less than 25%;
or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part of
the Master Servicer contained in the Certificates of any Class or in this
Agreement and such failure shall continue unremedied for a period of 30
days (except that such number of days shall be 15 in the case of a failure
to pay the premium for any Required Insurance Policy) after the date on
which written notice of such failure, requiring the same to be remedied,
shall have been given to the Master Servicer by the Trustee or the
Company, or to the Master Servicer, the Company and the Trustee by the
Holders of Certificates of any Class evidencing, in the case of any such
Class, Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory authority
having jurisdiction in the premises in an involuntary case under any
present or future federal or state bankruptcy, insolvency or similar law
or appointing a conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall
have been entered against the Master Servicer and such decree or order
shall have remained in force undischarged or unstayed for a period of 60
days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities, or similar proceedings of, or
relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to pay
its debts generally as they become due, file a petition to take advantage
of, or commence a voluntary case under, any applicable insolvency or
reorganization statute, make an assignment for the benefit of its
creditors, or voluntarily suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to Section
4.04(b) that it is unable to deposit in the Certificate Account an amount
equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the Trustee may, and at the
direction of Holders of Certificates entitled to at least 51% of the Voting
Rights, the Trustee shall, by notice in writing to the Master Servicer (and to
the Company if given by the Trustee or to the Trustee if given by the Company),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee shall, by notice to the Master
Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's consent (which shall not
be unreasonably withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers or Sellers as set forth in
such Sections, and its obligations to deposit amounts in respect of losses
incurred prior to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and
4.01(b) by the terms and provisions hereof); provided, however, that any failure
to perform such duties or responsibilities caused by the preceding Master
Servicer's failure to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation therefor, the
Trustee shall be entitled to all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to charge to the Custodial Account or
the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage servicing institution, having a
net worth of not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall become successor
to the Master Servicer and shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Master Servicer
hereunder. The Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. The Servicing Fee for any successor Master Servicer
appointed pursuant to this Section 7.02 will be lowered with respect to those
Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less
than 0.20% per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the
Master Servicer, the Trustee shall give prompt written notice thereof to
the Certificateholders at their respective addresses appearing in the
Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of
each such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any -------- ------- such waiver of a default
or Event of Default by the Holders representing the requisite percentage of
Voting Rights affected by such default or Event of Default, such default or
Event of Default shall cease to exist and shall be deemed to have been remedied
for every purpose hereunder. No such waiver shall extend to any subsequent or
other default or Event of Default or impair any right consequent thereon except
to the extent expressly so waived.
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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 into this Agreement against the Trustee and, in
the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates or opinions
furnished to the Trustee by the Company or the Master Servicer and which
on their face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to any
action taken, suffered or omitted to be taken by it in good faith in
accordance with the direction of Certificateholders of any Class holding
Certificates which evidence, as to such Class, Percentage Interests
aggregating not less than 25% as to the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or
exercising any trust or power conferred upon the Trustee, under this
Agreement;
(iv) The Trustee shall not be charged with knowledge of any default
(other than a default in payment to the Trustee) specified in clauses (i)
and (ii) of Section 7.01 or an Event of Default under clauses (iii), (iv)
and (v) of Section 7.01 unless a Responsible Officer of the Trustee
assigned to and working in the Corporate Trust Office obtains actual
knowledge of such failure or event or the Trustee receives written notice
of such failure or event at its Corporate Trust Office from the Master
Servicer, the Company or any Certificateholder; and
(v) Except to the extent provided in Section 7.02, no provision in
this Agreement shall require the Trustee to expend or risk its own funds
(including, without limitation, the making of any Advance) or otherwise
incur any personal financial liability in the performance of any of its
duties as Trustee hereunder, or in the exercise of any of its rights or
powers, if the Trustee shall have reasonable grounds for believing that
repayment of funds or adequate indemnity against such risk or liability is
not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and
all federal, state and local taxes imposed on the Trust Fund or its assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code, if, when and as the same shall be
due and payable, (B) any tax on contributions to a REMIC after the Closing Date
imposed by Section 860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its obligations hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
appraisal, bond or other paper or document believed by it to be
genuine and to have been signed or presented by the proper party or
parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at
the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such
Certificateholders shall have offered to the Trustee reasonable
security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein
shall, however, relieve the Trustee of the obligation, upon the
occurrence of an Event of Default (which has not been cured), to
exercise such of the rights and powers vested in it by this Agreement,
and to use the same degree of care and skill in their exercise as a
prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to
be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided,
however, that if the payment within a reasonable time to the Trustee
of the costs, expenses or liabilities likely to be incurred by it in
the making of such investigation is, in the opinion of the Trustee,
not reasonably assured to the Trustee by the security afforded to it
by the terms of this Agreement, the Trustee may require reasonable
indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such examination shall be
paid by the Master Servicer, if an Event of Default shall have
occurred and is continuing, and otherwise by the Certificateholder
requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or
through agents or attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns required to
be filed on behalf of the Trust Fund. The Trustee shall sign on behalf
of the Trust Fund and deliver to the Master Servicer in a timely
manner any Tax Returns prepared by or on behalf of the Master Servicer
that the Trustee is required to sign as determined by the Master
Servicer pursuant to applicable federal, state or local tax laws,
provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause 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 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Trustee.
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification.
(a) The Master Servicer covenants and agrees to pay to the Trustee and any
co-trustee from time to time, and the Trustee and any co-trustee shall be
entitled to, reasonable compensation (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts hereby
created and in the exercise and performance of any of the powers and duties
hereunder of the Trustee and any co-trustee, and the Master Servicer will pay or
reimburse the Trustee and any co-trustee upon request for all reasonable
expenses, disbursements and advances incurred or made by the Trustee or any
co-trustee in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel
and of all persons not regularly in its employ, and the expenses incurred by the
Trustee or any co-trustee in connection with the appointment of an office or
agency pursuant to Section 8.12) except any such expense, disbursement or
advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on the Trustee's part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement and the
Custodial Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given the Master
Servicer written notice thereof promptly after the Trustee shall have actual
knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in preparing such
defense; and
(iii) notwithstanding anything in this Agreement to the contrary, the
Master Servicer shall not be liable for settlement of any claim by the Trustee
entered into without the prior consent of the Master Servicer which consent
shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Master
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee
by written instrument or instruments, in triplicate, signed by such Holders
or their attorneys-in-fact duly authorized, one complete set of which
instruments shall be delivered to the Company, one complete set to the
Trustee so removed and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall
become effective upon acceptance of appointment by the successor trustee as
provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee may
be merged or converted or with which it may be consolidated or any corporation
or national banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
national banking association succeeding to the business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation or national
banking association shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. The
Trustee shall mail notice of any such merger or consolidation to the
Certificateholders at their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the Company,
appoint one or more Custodians who are not Affiliates of the Company, the Master
Servicer or any Seller to hold all or a portion of the Mortgage Files as agent
for the Trustee, by entering into a Custodial Agreement. Subject to Article
VIII, the Trustee agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York where
Certificates may be surrendered for registration of transfer or exchange. The
Trustee initially designates its offices located at 14 Wall Street, 8th Floor,
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 11.05(c)
hereof where notices and demands to or upon the Trustee in respect of this
Agreement may be served.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans.
(a) Subject to Section 9.03, 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) 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 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, Class M 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 Accrued
Certificate Interest for the related Interest Accrual Period thereon and any
previously unpaid Accrued Certificate Interest, subject to the priority set
forth in Section 4.02(a), and (B) with respect to the Class R Certificates, any
excess of the amounts available for distribution (including the repurchase price
specified in clause (ii) of subsection (a) of this Section) over the total
amount distributed under the immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow account or
by the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02. 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 9.03. 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:
(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 10.01. REMIC Administration.
(i) The REMIC Administrator shall make an election to treat each of
REMIC I and REMIC II 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,
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 interest" in REMIC I. For the purposes of the
REMIC II election in respect of the Trust Fund, each of the Class A (other
than the Class A-11 Certificates), Class M and 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 REMIC I or
REMIC II other than the Uncertificated REMIC I Regular Interests and the
Class R-I Certificates and the REMIC II Certificates, the Uncertificated
REMIC II Regular Interests and the Class R-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 each of the Class R-I Certificates and Class R-II
Certificates and shall be designated as "the tax matters person" with respect to
REMIC I and REMIC II in the manner provided under Treasury regulations section
1.860F-4(d) and temporary Treasury regulations section 301.6231(a)(7)-1T.
Residential Funding, as tax matters person, shall (i) act on behalf of 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.
(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 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 either REMIC I or 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 either 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 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 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 or REMIC II, and the Trustee shall
not take any such action or cause REMIC I or 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 and REMIC II 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
REMIC I and REMIC II created hereunder as defined in Section 860F(a)(2) of the
Code, on "net income from foreclosure property" of REMIC I or REMIC II as
defined in Section 860G(c) of the Code, on any contributions to REMIC I or 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 (iii) otherwise against amounts
on deposit in the Custodial Account as provided by Section 3.10 and on the
Distribution Date(s) following such reimbursement the aggregate of such taxes
shall be allocated in reduction of the Accrued Certificate Interest on each
Class entitled thereto in the same manner as if such taxes constituted a
Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to 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 or REMIC II unless (subject
to 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 or REMIC II will not
cause either REMIC I or REMIC II to fail to qualify as REMICs at any time that
any Certificates are outstanding or subject REMIC I or 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 or 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" by which the Certificate
Principal Balance of each Class of Certificates (other than the Interest Only
Certificates) representing a regular interest in REMIC II and the Uncertificated
Principal Balance of each Uncertificated REMIC I Regular Interest (other than
each Uncertificated REMIC I Regular Interest Z) and the rights to the Interest
Only Certificates would be reduced to zero is February 25, 2028, which is the
Distribution Date immediately following the latest scheduled maturity of any
Mortgage Loan. The latest possible Maturity Date for each Uncertificated REMIC I
Regular Interest Z and Uncertificated REMIC II Regular Interest is February 25,
2028, which is the Distribution Date immediately following the latest scheduled
maturity date of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for 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 or REMIC II, (iii) the
termination of REMIC I or 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 or 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 the Trust Fund against such tax, cause REMIC I or
REMIC II to be subject to a tax on "prohibited transactions" or "contributions"
pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC
Administrator and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X and
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the REMIC Administrator that contain errors or omissions; provided,
however, that such liability will not be imposed to the extent such breach is a
result of an error or omission in information provided to the REMIC
Administrator by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the REMIC Administrator or the Trustee, as a result
of a breach of the Master Servicer's covenants set forth in this Article X or in
Article III with respect to compliance with the REMIC Provisions, including
without limitation, any penalties arising from the Trustee's execution of Tax
Returns prepared by the Master Servicer that contain errors or omissions.
68
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Company, the Master Servicer and the Trustee, without the consent of
any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein, which
may be inconsistent with any other provisions herein or therein or to
correct any error,
(iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or desirable to maintain the qualification of
the Trust Fund as a REMIC at all times that any Certificate is outstanding
or to avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the Trust Fund,
provided that the Trustee has received an Opinion of Counsel to the effect
that (A) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any
such tax and (B) such action will not adversely affect in any material
respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the Custodial
Account or the Certificate Account or to change the name in which the
Custodial Account is maintained, provided that (A) the Certificate Account
Deposit Date shall in no event be later than the related Distribution Date,
(B) such change shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder and
(C) such change shall not result in a reduction of the rating assigned to
any Class of Certificates below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date, as evidenced
by a letter from each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f)
or any other provision hereof restricting transfer of the Class R-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 REMIC I or REMIC II or any of the
Certificateholders (other than the transferor) to be subject to a federal
tax caused by a transfer to a Person that is not a Permitted Transferee,
or
(vi) to make any other provisions with respect to matters or questions
arising under this Agreement or such Custodial Agreement which shall not be
materially inconsistent with the provisions of this Agreement, provided
that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any
Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from time
to time by the Company, the Master Servicer and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or such Custodial Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class the
Holders of which are required to consent to any such amendment, in any such
case without the consent of the Holders of all Certificates of such Class
then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause either REMIC I or REMIC II to fail to qualify as
a REMIC at any time that any Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulations Section 1.860G-2(h) as it reads as of the Cut-off Date. In
connection with the provision of any such instrument or fund, this Agreement and
any provision hereof may be modified, added to, deleted or otherwise amended in
any manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as applicable; provided
that the Company obtains (subject to Section 10.01(f)) an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code and (b) 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 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any of the parties
hereto.
(b) No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, unless such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
Certificates of any Class evidencing in the aggregate not less than 25% of the
related Percentage Interests of such Class, shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be deemed
to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee which shall be deemed to have
been duly given only when received), to (a) in the case of the Company, 8400
Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota 55437, Attention:
President, or such other address as may hereafter be furnished to the Master
Servicer and the Trustee in writing by the Company, (b) in the case of the
Master Servicer, 10 Universal City Plaza, Suite 2100, Universal City, California
91608, Attention: Ms. Becker or such other address as may be hereafter furnished
to the Company and the Trustee by the Master Servicer in writing, (c) in the
case of the Trustee, Corporate Trust Services Division, One First National
Plaza, Chicago, Illinois 60670-0126, Attention: Residential Funding Mortgage
Corporation Series 1998-S19 or such other address as may hereafter be furnished
to the Company and the Master Servicer in writing by the Trustee, (d) in the
case of Fitch IBCA, One State Street Plaza, New York, New York 10004, or such
other address as may hereafter be furnished to the Company, the Trustee and the
Master Servicer in writing by Fitch IBCA and (e) in the case of Standard &
Poor's, 26 Broadway, New York, New York 10004 or such other address as may be
hereafter furnished to the Company, Trustee and Master Servicer by Standard &
Poor's. Any notice required or permitted to be mailed to a Certificateholder
shall be given by first class mail, postage prepaid, at the address of such
holder as shown in the Certificate Register. Any notice so mailed within the
time prescribed in this Agreement shall be conclusively presumed to have been
duly given, whether or not the Certificateholder receives such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and
3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any
Class of Certificates resulting from the failure by the Master Servicer to make
an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan;
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be
held by the Trustee pursuant to a Supplemental Article. The instrument adopting
such Supplemental Article shall be executed by the Company, the Master Servicer
and the Trustee; provided, that neither the Master Servicer nor the Trustee
shall withhold their consent thereto if their respective interests would not be
materially adversely affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any provisions of this Agreement
as to any of the Certificates initially issued hereunder, the adoption of the
Supplemental Article shall not constitute an "amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
69
<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:
Title:
Attest:
Name:
Title:
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
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 28th day of August, 1998 before me, a notary public in and for said
State, personally appeared , known to me to be a Vice President of Residential
Funding Mortgage Securities I, Inc., one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument. ------------------------------------------
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of August, 1998 before me, a notary public in and for said
State, personally appeared _______________, known to me to be a Director of
Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF COOK )
On the 28th day of August, 1998 before me, a notary public in and for said
State, personally appeared , known to me to be a Vice President of The First
National Bank of Chicago, the national banking association that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said association and acknowledged to me that such national banking
association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986.
[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 AUGUST 28, 1998.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $ OF OID PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS % AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $
PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL
AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH
RATE.]
<PAGE>
Certificate No.
A-2
<PAGE>
[ %][Variable] Pass-Through Rate [based on a Notional Amount]
Class A- Senior [Percentage Interest: %]
Date of Pooling and Servicing
Agreement and Cut-off Date:
August 1, 1998
Aggregate Initial [Certificate
Principal Balance] [Class A-11 Notional Amount] [Subclass Notional Amount] of
the Class A- Certificates:
First Distribution Date:
September 25, 1998
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [[Class A-11] [Subclass]
Corporation Notional Amount] of this
Certificate: $ ]
Assumed Final CUSIP 76110F-
Distribution Date:
[August 25, 2028]
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-S19
evidencing a percentage interest in the distributions allocable to the
Class A- Certificates with respect to a Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate [(obtained by dividing the [Initial
Certificate Principal Balance] [Initial Class A-11 Notional Amount] of this
Certificate by the aggregate [Initial Certificate Principal Balance of all Class
A- Certificates] [Initial Class A-11 Notional Amounts of all Class A-11
Certificates], both as specified above)] in certain distributions with respect
to the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family fixed interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and The First National Bank of Chicago, as
trustee (the "Trustee"), a summary of certain of the pertinent provisions of
which is set forth hereafter. To the extent not defined herein, the capitalized
terms used herein have the meanings assigned in the Agreement. This Certificate
is issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount [(of interest
and principal, if any)] required to be distributed to Holders of Class A-
Certificates on such Distribution Date. [The Class A-8 Notional Amount of the
Class A-8 Certificates as of any Distribution Date is equal to the aggregate
Certificate Principal Balance of the Class A-9 Certificates immediately prior to
such date.] [The Class A-11 Notional Amount of the Class A-11 Certificates as of
any date of determination is equal to the aggregate Stated Principal Balance of
the Mortgage Loans corresponding to the Uncertificated REMIC Regular Interests
represented by such Class A-11 Certificates.] [The Subclass Notional Amount of
the Class A-11-[ ] Certificates as of any date of determination is equal to the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Class A-11-[ ]
Certificates immediately prior to such date.] [The Class A-8[- ] Certificates
have no Certificate Principal Balance.] [The Class A-11[- ] Certificates have no
Certificate Principal Balance.]
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The [Initial Certificate Principal Balance] [Initial Class A-11 Notional
Amount] [initial Subclass Notional Amount] of this Certificate is set forth
above.] [The Certificate Principal Balance hereof will be reduced to the extent
of distributions allocable to principal and any Realized Losses allocable
hereto.]
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-3
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: August 28, 1998 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A- Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
A-4
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Asset-Backed Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named above, or , as its
agent.
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AND CLASS R CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2
CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
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 AUGUST 28, 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.
B-2
<PAGE>
[ ]% Pass-Through Rate
Class M- Subordinate Aggregate Certificate
Principal Balance
of the Class M Certificates:
$
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate:
August 1, 1998 $
First Distribution Date:
September 25, 1998
Master Servicer: CUSIP: 76110F-
Residential Funding Corporation
Assumed Final Distribution Date:
August 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1998-S19
Evidencing a percentage interest in any distributions allocable to the
Class [R-I][R-II] Certificates with respect to REMIC I. REMIC I is part of 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, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Initial
Certificate Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class [R-I][R-II] Certificates, both as
specified above) in certain distributions with respect to REMIC I. REMIC I is
part of 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, Inc. (hereinafter
called the "Company," which term includes any successor entity under the
Agreement referred to below). The Trust Fund and REMIC I were created pursuant
to a Pooling and Servicing Agreement dated as specified above (the "Agreement")
among the Company, the Master Servicer and Bankers Trust Company, as trustee
(the "Trustee"), a summary of certain of the pertinent provisions of which is
set forth hereafter. To the extent not defined herein, the capitalized terms
used herein have the meanings assigned in the Agreement. This Certificate is
issued under and is subject to the terms, provisions and conditions of the
Agreement, to which Agreement the Holder of this Certificate by virtue of the
acceptance hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class M Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975
of the Internal Revenue Code (the "Code") and stating, among other things, that
the transferee's acquisition of a Class M Certificate will not constitute or
result in a non-exempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code or (ii) a representation letter, in the form as
described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections I
and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-3
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M- Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
B-4
<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 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 AUGUST 28, 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.
C-2
<PAGE>
[ ]% Pass-Through Rate
Class B- Subordinate Aggregate Certificate
----
Principal Balance
of the Class B-
Certificates as of
the Cut-off Date:
$
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate:
August 1, 1998 $
First Distribution Date:
September 25, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
August 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1998-S19
evidencing a percentage interest in any distributions allocable to the
Class B- Certificates with respect to the Trust Fund consisting primarily of a
pool of conventional one- to four-family fixed interest rate first mortgage
loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that Residential Funding Mortgage Securities I, Inc.
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B- Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the " Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and The First National Bank of Chicago, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), and Section 4975 of the Internal Revenue Code (the "Code")
and stating, among other things, that the transferee's acquisition of a Class B
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance company, the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-3
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B- Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
C-4
<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 WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITES ARE SUBJECT TO TAX AND EXCEPT FOR
THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(a)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(a) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE
REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A
DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH
REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND
SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No. [ ]% Pass-Through Rate
Class R[-I][-II] Senior Aggregate Initial Certificate
Principal Balance of the
Class R[-I][-II] Certificates:
$100.00
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate:
August 1, 1998 $
First Distribution Date: Percentage Interest:
September 25, 1998 %
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP 76110F-
August 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1998-S19
evidencing a percentage interest in any distributions allocable to the
Class-R[-I][-II] Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the Initial
Certificate Principal Balance of this Certificate by the aggregate Initial
Certificate Principal Balance of all Class R Certificates, both as specified
above) in certain distributions with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National Bank of Chicago, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth hereafter. To the extent not
defined herein, the capitalized terms used herein have the meanings assigned in
the Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R[-I][-II]
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R[-I][-II] 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[-I][-II] Certificate will not
constitute or result in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code or (ii) a representation letter, in the form
as described by the Agreement, stating that the transferee is not an employee
benefit or other plan subject to the prohibited transaction provisions of ERISA
or Section 4975 of the Code (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan) acting, directly
or indirectly, on behalf of or purchasing any Certificate with "plan assets" of
any Plan.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: THE FIRST NATIONAL BANK OF CHICAGO
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R[-I][-II] Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
D-2
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
- --------------------------------------------------------------------------
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to __________ for the account of ______________ account number
_________ , or, if mailed by check, to _________________. Applicable statements
should be mailed to _______________.
This information is provided by _____________ , the assignee named above,
or _____________ , as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to
time, the "Agreement"), dated as of August 1, 1998, by and among THE FIRST
NATIONAL BANK OF CHICAGO, as Trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC. (together with any successor in interest, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with any successor in interest
or successor under the Pooling Agreement referred to below, the "Master
Servicer"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together with any
successor in interest or any successor appointed hereunder, the "Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement dated as of August 1, 1998,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1998-S19 (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:
<PAGE>
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.
E-2
<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.01. Custodian to Act as Agent; Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares
that it holds and will hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and future Certificateholders.
Section 2.02. Recordation of Assignments. If any Mortgage File includes one
or more assignments to the Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Company for the purpose of recording it in the appropriate public office
for real property records, and the Company, at no expense to the Custodian,
shall promptly cause to be recorded in the appropriate public office for real
property records each such assignment and, upon receipt thereof from such public
office, shall return each such assignment to the Custodian.
Section 2.03. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to the
Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. In the event that any
Mortgage Note or Assignment of Mortgage has been delivered to the Custodian by
the Company in blank, the Custodian, upon the direction of the Company, shall
cause each such Mortgage Note to be endorsed to the Trustee and each such
Assignment of Mortgage to be completed in the name of the Trustee prior to the
date on which such Interim Certification is delivered to the Trustee. Within 45
days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to be on
their face. If in performing the review required by this Section 2.3 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a Servicing Officer, that the
Master Servicer or a Subservicer, as the case may be, has made a deposit into
the Certificate Account in payment for the purchase of the related Mortgage Loan
in an amount equal to the Purchase Price for such Mortgage Loan, the Custodian
shall release to the Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage Files the
Custodian shall deliver to the Trustee a Final Certification in the form annexed
hereto as Exhibit Three evidencing the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage Loans then contained in the Mortgage Files.
Section 2.04. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Master Servicer or the Company as set forth in the Pooling Agreement
or by a Seller in a Seller's Agreement or by Residential Funding or the Company
in the Assignment Agreement with respect to a Mortgage Loan relating to a
Mortgage File, the Custodian shall give prompt written notice to the Company,
the Master Servicer and the Trustee.
Section 2.05. Custodian to Cooperate; Release of Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any of the Required Insurance Policies. With such certificate, the
Master Servicer shall deliver to the Custodian a trust receipt signed by a
Servicing Officer on behalf of the Master Servicer, and upon receipt of the
foregoing, the Custodian shall deliver the Mortgage File to the Master Servicer.
The Master Servicer shall cause each Mortgage File so released to be returned to
the Custodian when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or
(ii) the Mortgage File or any document therein has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. In the event of the liquidation of a Mortgage Loan, the Custodian
shall deliver the Trust Receipt with respect thereto to the Master Servicer upon
deposit of the related Liquidation Proceeds in the Custodial Account as provided
in the Pooling Agreement. In addition, upon the request of the Master Servicer,
the Custodian will send to the Master Servicer copies of any documents contained
in the Mortgage File so requested.
Section 2.06. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
E-3
<PAGE>
ARTICLE III
Concerning the Custodian
Section 3.01. Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Mortgage File
shall be delivered by the Custodian to the Company or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.02. Indemnification. The Company hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reason of its acting as custodian under
this Agreement, including indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fee or charge shall have been
caused by reason of any negligent act, negligent failure to act or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
Section 3.03. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.04. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.05. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.06. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
Section 3.07. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
E-4
<PAGE>
ARTICLE IV
Miscellaneous Provisions
Section 4.01. Notices. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.02. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Company, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with
written copies thereof.
Section 4.03. Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
Section 4.04. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 4.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
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, 9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust
By:
Name:
Title:
Address: RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING CORPORATION,
as Master Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title:
E-5
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 28th day of August, 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, the national banking association that executed the within instrument,
and also known to me to be the person who executed it on behalf of said national
banking association, and acknowledged to me that such national banking
association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
E-6
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of August, 1998, before me, a notary public in and for said
State, personally appeared , known to me to be a Trust Officer of Norwest Bank
Minnesota, National Association, the national banking association that executed
the within instrument, and also known to me to be the person who executed it on
behalf of said national banking association, and acknowledged to me that such
national banking association executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
E-7
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 28th day of August, 1998, before me, a notary public in and for said
State, personally appeared , known to me to be a Vice President of Residential
Funding Mortgage Securities I, Inc., one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the 28th day of August, 1998, before me, a notary public in and for said
State, personally appeared , known to me to be a Director of Residential Funding
Corporation, one of the corporations that executed the within instrument, and
also known to me to be the person who executed it on behalf of said corporation,
and acknowledged to me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
E-8
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
August 28, 1998
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust
Re: Custodial Agreement dated as of August 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, relating to Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1998-S19
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:
E-9
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
, 1998
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust
Re: Custodial Agreement dated as of August 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, relating to Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1998-S19
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:
E-10
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
, 1998
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust
Re: Custodial Agreement dated as of August 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, relating to Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1998-S19
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):
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;
The original Mortgage with evidence of recording indicated thereon or
a copy of the Mortgage certified by the public recording office in which such
mortgage has been recorded;
An original Assignment of the Mortgage to the Trustee with evidence
of recording indicated thereon or a copy of such assignment certified by the
public recording office in which such assignment has been recorded;
With respect to each Mortgage Loan other than a Cooperative Loan, the
original recorded assignment or assignments of the Mortgage showing an unbroken
chain of title from the originator thereof to the Person assigning it to the
Trustee or a copy of such assignment or assignments of the Mortgage certified by
the public recording office in which such assignment or assignments have been
recorded; and
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:
The original Mortgage Note, endorsed without recourse to the order of
the Trustee and showing an unbroken chain of endorsements from the originator
thereof to the Person endorsing it to the Trustee, or with respect to any
Destroyed Mortgage Note, an original lost note affidavit from the related Seller
or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
The related Cooperative Stock Certificate, representing the related
Cooperative Stock pledged with respect to such Cooperative Loan, together with
an undated stock power (or other similar instrument) executed in blank;
The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
The Security Agreement;
Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof, evidencing
the interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Cooperative Loan; and
An executed UCC-1 financing statement showing the Master Servicer as
debtor, the Company as secured party and the Trustee as assignee and an executed
UCC-1 financing statement showing the Company as debtor and the Trustee as
secured party, each in a form sufficient for filing, evidencing the interest of
such debtors in the Cooperative Loans.
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:
E-11
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 08/28/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 12.22.20 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1998-S19 CUTOFF : 08/01/98
POOL : 0004320
:
:
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 #
______________________________________________________________________________
1715634 429/429 F 281,000.00 ZZ
360 280,033.51 1
4 DEERFIELD DRIVE 7.375 1,940.80 83
7.125 1,940.80 340,000.00
MANSFIELD TOWNS NJ 08022 2 03/10/98 04
62644548 05 05/01/98 12
62644548 O 04/01/28
0
1715671 429/549 F 455,000.00 ZZ
360 452,591.46 1
1502 BEDFORD DRIVE 7.500 3,181.43 72
7.250 3,181.43 635,000.00
NICHOLS HILLS OK 73116 1 12/12/97 00
63651131 05 02/01/98 0
63651131 O 01/01/28
0
1715781 429/549 F 251,100.00 ZZ
360 250,309.32 1
3509 NE 98TH ST 7.250 1,712.95 90
7.000 1,712.95 279,000.00
SEATTLE WA 98115 1 03/04/98 21
6404341 05 05/01/98 25
6404341 O 04/01/28
0
1716148 H68/H68 F 403,900.00 ZZ
360 403,592.66 1
1001 COUNTRY TRAIL 7.375 2,789.64 78
7.125 2,789.64 523,900.00
FAIRVIEW TX 75069 1 06/29/98 00
12125972 05 08/01/98 0
1
12125972 O 07/01/28
0
1716833 731/G01 F 650,000.00 ZZ
360 648,649.20 1
5333 84TH PLACE SOUTHEAST 7.875 4,712.95 75
7.625 4,712.95 875,000.00
MERCER ISLAND WA 98040 1 04/01/98 00
0430731554 05 06/01/98 0
230335216 O 05/01/28
0
1718581 562/G01 F 134,000.00 ZZ
360 133,627.46 1
7 DORSET AVENUE 7.875 971.60 73
7.625 971.60 184,000.00
ALBERTSON NY 11507 1 03/31/98 00
0430721225 05 05/01/98 0
558791 O 04/01/28
0
1718856 891/G01 F 76,000.00 ZZ
359 75,945.97 1
LOT 2 WILDERNESS TRAIL 7.750 544.86 80
7.500 544.86 95,000.00
ROCKWOD TN 37854 4 06/16/98 00
0430893446 05 08/01/98 0
98031281 O 06/01/28
0
1719125 E22/G01 F 568,000.00 ZZ
360 566,498.65 1
7211 CENTENNARY AVE 8.125 4,217.38 80
7.875 4,217.38 710,000.00
DALLAS TX 75225 1 03/20/98 00
0410728356 05 05/01/98 0
410728356 O 04/01/28
0
1719366 J53/J53 F 548,000.00 ZZ
360 546,409.77 1
2712 CRESTHILL DRIVE 6.875 3,599.97 80
6.625 3,599.97 685,000.00
WACO TX 76710 2 04/20/98 00
90080385 05 06/01/98 0
90080385 O 05/01/28
0
1
1719573 F27/G01 F 153,600.00 ZZ
360 153,264.33 1
1139 ARTIC QUILL ROAD 7.625 1,087.18 80
7.375 1,087.18 192,000.00
HERNDON VA 20170 5 04/13/98 00
0430906461 05 06/01/98 0
156345367 O 05/01/28
0
1720779 E82/G01 F 256,628.50 ZZ
360 255,564.34 1
17 BYRAM BROOK PLACE 7.000 1,707.36 70
6.750 1,707.36 368,000.00
ARMONK NY 10504 2 02/25/98 00
0400092151 05 04/01/98 0
400092151 O 03/01/28
0
1720959 A47/G01 F 60,500.00 ZZ
360 60,459.40 1
3602 CANAL AVENUE 8.000 443.93 49
7.750 443.93 125,000.00
BROOKLYN NY 11224 5 06/29/98 00
0430891234 05 08/01/98 0
9711190F O 07/01/28
0
1722853 637/G01 F 369,000.00 ZZ
360 367,713.49 1
20 ASH STREET 7.875 2,675.51 90
7.625 2,675.51 410,000.00
WINDHAM NH 03087 2 02/23/98 04
0430728071 05 04/01/98 25
4240198 O 03/01/28
0
1724821 A06/G01 F 367,000.00 ZZ
360 366,720.74 1
8855 ORTONVILLE 7.375 2,534.78 67
7.125 2,534.78 555,000.00
CLARKSTON MI 48348 2 06/04/98 00
0430859934 05 08/01/98 0
9803210 O 07/01/28
0
1725623 K49/K49 F 90,000.00 ZZ
360 89,878.82 1
3792 PARKLAND AVE SW 8.000 660.39 95
7.750 660.39 95,000.00
1
WYOMING MI 49509 1 05/18/98 10
1725623 05 07/01/98 30
1725623 O 06/01/28
0
1725726 830/830 F 424,000.00 ZZ
360 423,026.16 1
2979 S. WOOD HOLLOW WAY 7.375 2,928.46 80
7.125 2,928.46 530,000.00
BOUNTIFUL UT 84010 2 04/07/98 00
535943 05 06/01/98 0
535943 O 05/01/28
0
1727086 G31/G01 F 320,000.00 ZZ
360 319,762.51 1
65 BRAMBLE BROOK ROAD 7.500 2,237.49 80
7.250 2,237.49 400,000.00
ARDSLEY NY 10502 1 06/26/98 00
0430910067 05 08/01/98 0
0000 O 07/01/28
0
1727814 F27/G01 F 287,000.00 ZZ
360 286,561.88 1
37 DORCHESTER ROAD 7.375 1,982.24 70
7.125 1,982.24 410,000.00
ROCKVILLE CENTE NY 11570 1 05/19/98 00
0430904458 05 07/01/98 0
116349765 O 06/01/28
0
1727827 E22/G01 F 711,550.00 ZZ
360 709,521.63 1
3509 TWIN LAKES WAY 7.750 5,097.64 67
7.500 5,097.64 1,076,078.00
PLANO TX 75093 1 03/26/98 00
0410322812 03 05/01/98 0
410322812 O 04/01/28
0
1728589 637/G01 F 225,000.00 ZZ
360 224,697.05 1
8 ALGONQUIN CIRCLE 8.000 1,650.97 75
7.750 1,650.97 300,000.00
MONSEY NY 10952 1 05/15/98 00
0430912683 05 07/01/98 0
8302432 O 06/01/28
0
1
1730204 959/G01 F 478,000.00 ZZ
360 477,645.25 1
62 CENTER STREET 7.500 3,342.25 74
7.250 3,342.25 650,000.00
ENGLEWOOD CLIFF NJ 07632 2 06/18/98 00
0430866699 05 08/01/98 0
1730204 O 07/01/28
0
1730260 637/G01 F 112,100.00 ZZ
360 111,855.04 1
9935 BOISE ROAD 7.625 793.44 95
7.375 793.44 118,000.00
LAUREL MD 20708 2 05/01/98 01
0430846923 09 06/01/98 30
0011221462 O 05/01/28
0
1730754 830/G01 F 571,500.00 ZZ
360 570,282.08 1
18 COLONY ROAD 7.750 4,094.30 65
7.500 4,094.30 885,000.00
UPPER BROOKVILL NY 11545 2 04/17/98 00
0430871475 05 06/01/98 0
534825 O 05/01/28
0
1730804 A35/G01 F 390,000.00 ZZ
360 389,703.24 1
7904 ROCKWIND COURT 7.375 2,693.63 62
7.125 2,693.63 639,000.00
LAS VEGAS NV 89117 1 06/08/98 00
0430887331 05 08/01/98 0
3096 O 07/01/28
0
1733089 A47/G01 F 100,000.00 ZZ
360 99,918.03 1
10 STEWART PLACE UNIT 1-HE 7.000 665.30 69
6.750 665.30 145,000.00
WHITE PLAINS NY 10603 5 06/08/98 00
0430858399 06 08/01/98 0
9831019 O 07/01/28
0
1734379 624/G01 F 447,000.00 ZZ
360 446,350.89 1
1
62855 WAUGH ROAD 7.625 3,163.84 80
7.375 3,163.84 560,000.00
BEND OR 97701 2 05/15/98 00
0430879718 05 07/01/98 0
8010138002 O 06/01/28
0
1735350 J86/G01 F 609,000.00 ZZ
360 608,536.60 1
12 WINDMILL LANE 7.375 4,206.21 54
7.125 4,206.21 1,130,000.00
SCARSDALE NY 10583 2 06/16/98 00
0430880708 05 08/01/98 0
PHILLM1073NJ001 O 07/01/28
0
1735952 637/G01 F 636,000.00 ZZ
360 634,928.30 1
3338 SW FAIRMOUNT LANE 6.875 4,178.07 80
6.625 4,178.07 795,000.00
PORTLAND OR 97201 1 05/14/98 00
0430904367 05 07/01/98 0
0010210458 O 06/01/28
0
1735969 E22/G01 F 236,000.00 ZZ
360 235,430.44 1
3050 RIVER NORTH PARKWAY 7.125 1,589.98 80
6.875 1,589.98 295,000.00
ATLANTA GA 30328 1 04/24/98 00
0410800882 05 06/01/98 0
410800882 O 05/01/28
0
1736309 B24/G01 F 240,000.00 ZZ
360 239,803.27 1
35 AMBROSE VALLEY LANE 7.000 1,596.73 80
6.750 1,596.73 300,000.00
PISCATAWAY TWSP NJ 08854 1 06/26/98 00
0430887224 05 08/01/98 0
69608 O 07/01/28
0
1736495 637/G01 F 159,800.00 ZZ
360 159,562.06 1
304 LAKEWAY DRIVE 7.500 1,117.35 80
7.250 1,117.35 199,771.00
AUSTIN TX 78734 1 05/22/98 00
0430912493 05 07/01/98 0
1
9566712 O 06/01/28
0
1736593 A06/G01 F 262,000.00 ZZ
360 261,800.64 1
2251 YORKSHIRE 7.375 1,809.57 75
7.125 1,809.57 352,000.00
BIRMINGHAM MI 48009 2 06/08/98 00
0430895888 05 08/01/98 0
9804367 O 07/01/28
0
1737634 637/G01 F 253,000.00 ZZ
360 252,623.29 1
6571 150TH PLACE SE 7.500 1,769.02 68
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BELLEVUE WA 98006 5 05/22/98 00
0430897975 05 07/01/98 0
10458636 O 06/01/28
0
1737638 637/G01 F 362,000.00 ZZ
360 361,447.39 1
9510 CASTILLANA COURT 7.375 2,500.25 90
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LAS VEGAS NV 89117 1 05/20/98 04
0430891739 03 07/01/98 25
8107435 O 06/01/28
0
1738047 E53/G01 F 184,000.00 ZZ
360 183,873.37 1
16931 SW 4TH COURT 7.875 1,334.13 90
7.625 1,334.13 205,000.00
WESTON FL 33326 2 06/25/98 14
0430889964 05 08/01/98 25
0011108922 O 07/01/28
0
1738350 G26/G01 F 132,000.00 ZZ
360 131,909.15 1
53 FAIRVIEW AVENUE 7.875 957.10 80
7.625 957.10 165,000.00
OCEANSIDE NY 11572 1 06/05/98 00
0430893412 05 08/01/98 0
SATHER O 07/01/28
0
1
1738356 208/G01 F 274,000.00 ZZ
360 274,000.00 1
108 MESA VERDE 7.500 1,915.85 77
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SANTA FE NM 87501 2 07/14/98 00
0430929893 05 09/01/98 0
37617 O 08/01/28
0
1738407 A93/G01 F 133,000.00 ZZ
360 133,000.00 1
3244 ILENE LANE 7.750 952.83 73
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LEVITTOWN NY 11756 1 07/23/98 00
0430932947 05 09/01/98 0
03981904 O 08/01/28
0
1738519 B24/G01 F 148,000.00 ZZ
360 148,000.00 2
4230 CARPENTER AVENUE 7.875 1,073.10 73
7.625 1,073.10 205,000.00
BRONX NY 10466 2 06/08/98 00
0430894550 05 09/01/98 0
72909 O 08/01/28
0
1738530 575/G01 F 324,000.00 ZZ
360 323,237.13 1
114 SEA BREEZE LANE 7.250 2,210.26 80
7.000 2,210.26 405,000.00
SUFFOLK VA 23435 1 04/24/98 00
0430908079 03 06/01/98 0
0009056565 O 05/01/28
0
1738573 180/G01 F 178,100.00 ZZ
360 177,967.83 1
6000 W LLIFF DR 7.500 1,245.30 75
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LAKEWOOD CO 80227 1 06/11/98 00
0430901637 05 08/01/98 0
0012776647 O 07/01/28
0
1739272 129/G01 F 256,000.00 ZZ
360 255,440.61 1
17639 SOUTH 158TH PLACE 7.625 1,811.95 80
7.375 1,811.95 320,000.00
1
GILBERT AZ 85296 2 04/23/98 00
0430911735 05 06/01/98 0
3500147776 O 05/01/28
0
1739380 E22/G01 F 227,000.00 ZZ
360 226,478.62 1
6 SHADOW RIDGE CIRCLE 7.375 1,567.83 68
7.125 1,567.83 337,000.00
NEWTOWN CT 06470 1 05/04/98 00
0410830673 05 06/01/98 0
410830673 O 05/01/28
0
1739564 003/G01 F 136,000.00 ZZ
360 135,781.83 1
2265 PARK VILLAGE PLACE 7.125 916.26 80
6.875 916.26 170,000.00
ANOPKA FL 32712 1 05/08/98 00
0430812461 05 07/01/98 0
0010431854 O 06/01/28
0
1739581 G56/G01 F 260,000.00 ZZ
360 259,387.84 1
4201 18TH STREET NW 7.250 1,773.66 79
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LANETT AL 36863 1 04/17/98 00
0430909515 05 06/01/98 0
14194 O 05/01/28
0
1739831 B30/G01 F 160,500.00 ZZ
360 160,380.89 1
609W 2ND SOUTH 7.500 1,122.24 78
7.250 1,122.24 207,000.00
TOOELE UT 84074 2 06/19/98 00
0430877639 05 08/01/98 0
590L4188KR O 07/01/28
0
1739905 637/G01 F 397,250.00 ZZ
360 396,658.52 1
3801 TENNYSON STREET 7.500 2,777.63 80
7.250 2,777.63 496,569.00
HOUSTON TX 77005 1 05/22/98 00
0430911339 05 07/01/98 0
0010021350 O 06/01/28
0
1
1739931 E33/G01 F 430,500.00 ZZ
360 430,500.00 1
270 GLENWOOD 7.375 2,973.36 70
7.125 2,973.36 615,000.00
LAKE FOREST IL 60045 1 07/08/98 00
0430911834 05 09/01/98 0
###-##-#### O 08/01/28
0
1739948 A06/G01 F 547,000.00 ZZ
360 546,604.09 1
2094 HIDDEN LANE 7.625 3,871.64 50
7.375 3,871.64 1,100,000.00
LEONARD MI 48367 2 06/24/98 00
0430902254 05 08/01/98 0
9806925 O 07/01/28
0
1740160 180/G01 F 107,350.00 ZZ
360 107,097.24 1
2201 HICKORY WOOD TRAIL 7.250 732.32 80
7.000 732.32 134,240.00
ARLINGTON TX 76018 1 04/13/98 00
0430847186 05 06/01/98 0
12221321 O 05/01/28
0
1740167 926/926 F 712,130.07 T
346 709,510.14 1
29 SANDPIPER ROAD 8.125 5,338.65 65
7.875 5,338.65 1,100,000.00
HILTON HEAD ISL SC 29928 1 03/01/98 00
172109783 05 04/01/98 0
172109783 O 01/01/27
0
1740180 992/G01 F 340,000.00 ZZ
360 339,753.92 1
20 TAMARACK PLACE 7.625 2,406.50 62
7.375 2,406.50 550,000.00
GREENWICH CT 06831 5 06/18/98 00
0430911818 05 08/01/98 0
350114 O 07/01/28
0
1741442 E22/G01 F 184,000.00 ZZ
360 183,597.94 1
1
390 POND PATH 7.625 1,302.34 80
7.375 1,302.34 230,000.00
EAST SETAUKET NY 11733 2 04/30/98 00
0410778682 05 06/01/98 0
410778682 O 05/01/28
0
1741823 B24/G01 F 160,000.00 ZZ
360 159,881.26 1
68 HARMAN ROAD 7.500 1,118.74 80
7.250 1,118.74 200,000.00
EDISON NJ 08837 1 06/11/98 00
0430851477 05 08/01/98 0
62708 O 07/01/28
0
1742148 313/G01 F 1,000,000.00 ZZ
360 998,511.06 1
9380 COLONNADE TRAIL 7.500 6,992.15 59
7.250 6,992.15 1,700,000.00
ALPHARETTA GA 30022 5 05/28/98 00
0430919035 03 07/01/98 0
6368062 O 06/01/28
0
1742596 025/025 F 485,000.00 ZZ
360 483,858.07 1
3590 GROVE GATE LANE 7.250 3,308.56 79
7.000 3,308.56 615,000.00
ATLANTA GA 30339 2 04/06/98 00
9860170 05 06/01/98 0
9860170 O 05/01/28
0
1753578 E16/G01 F 250,000.00 ZZ
360 250,000.00 1
92 OLD MOUNTAIN RD 7.625 1,769.49 61
7.375 1,769.49 415,000.00
CLINTON NJ 08809 2 07/24/98 00
0430953570 05 09/01/98 0
118801399 O 08/01/28
0
1758370 E22/G01 F 66,400.00 ZZ
360 66,303.57 1
3112 MILLIKEN DRIVE 7.625 469.98 80
7.375 469.98 83,000.00
JOELTON TN 37080 1 05/27/98 00
0410878375 05 07/01/98 0
1
410878375 O 06/01/28
0
1758383 830/G01 F 318,500.00 ZZ
360 318,257.65 1
8050 84TH AVE SE 7.375 2,199.80 48
7.125 2,199.80 667,000.00
MERCER ISLAND WA 98040 2 06/25/98 00
0430912113 05 08/01/98 0
537383 O 07/01/28
0
1758555 637/G01 F 231,000.00 ZZ
360 230,647.38 1
2910 EAST FORT HILL ROAD 7.375 1,595.46 70
7.125 1,595.46 330,000.00
EAGLE MOUNTAIN UT 84043 2 05/15/98 00
0430858555 05 07/01/98 0
0010007086 O 06/01/28
0
1758648 E22/G01 F 179,600.00 ZZ
360 179,197.63 1
534 GIFFORD DRIVE 7.500 1,255.79 80
7.250 1,255.79 224,532.00
COPPELL TX 75019 1 05/01/98 00
0410830780 03 06/01/98 0
410830780 O 05/01/28
0
1758668 E22/G01 F 139,200.00 ZZ
360 139,091.41 1
2212 LOCKESLEY DRIVE 7.250 949.59 80
7.000 949.59 174,000.00
FLOWER MOUND TX 75208 2 06/08/98 00
0410910111 03 08/01/98 0
410910111 O 07/01/28
0
1758733 637/G01 F 144,000.00 ZZ
360 143,790.88 1
9011 TRIPLETT ROAD 7.625 1,019.23 80
7.375 1,019.23 180,000.00
FT MEYERS FL 33917 2 05/14/98 00
0430846378 05 07/01/98 0
8939803 O 06/01/28
0
1
1758810 299/G01 F 560,000.00 ZZ
360 553,410.46 1
9830 ASCOT DRIVE 7.500 3,915.60 78
7.250 3,915.60 725,000.00
OMAHA NE 68114 2 01/15/98 00
0430865527 03 03/01/98 0
743469 O 02/01/28
0
1758885 E22/G01 F 152,000.00 ZZ
360 151,887.19 1
13134 MORNING SPRING LANE 7.500 1,062.81 80
7.250 1,062.81 190,000.00
FAIRFAX VA 22033 2 06/02/98 00
0410863476 05 08/01/98 0
410863476 O 07/01/28
0
1758896 593/593 F 600,000.00 ZZ
360 598,688.89 1
8121 GOTHIC AVENUE 7.625 4,246.77 80
7.375 4,246.77 750,000.00
LAS VEGAS NV 89117 2 04/24/98 00
6241434 05 06/01/98 0
6241434 O 05/01/28
0
1758913 225/225 F 483,000.00 ZZ
360 481,862.81 1
6801 CAPRI PLACE 7.250 3,294.91 38
7.000 3,294.91 1,300,000.00
BETHESDA MD 20817 2 04/24/98 00
8399770 05 06/01/98 0
8399770 O 05/01/28
0
1758987 638/G01 F 154,400.00 ZZ
360 154,152.33 1
5450 CONSTITUTION COURT 7.125 1,040.22 80
6.875 1,040.22 193,000.00
COLORADO SPRING CO 80915 5 05/22/98 00
0430851311 05 07/01/98 0
8749147 O 06/01/28
0
1759003 E22/G01 F 144,000.00 ZZ
360 143,893.13 1
2204 SNUG HARBOR 7.500 1,006.87 80
7.250 1,006.87 180,000.00
1
MARIETTA GA 30066 1 06/08/98 00
0410907364 05 08/01/98 0
410907364 O 07/01/28
0
1759118 225/225 F 587,250.00 ZZ
360 584,931.61 1
9436 THURLOE PLACE 7.250 4,006.08 75
7.000 4,006.08 783,000.00
ORLANDO FL 32827 2 02/23/98 00
8721032 03 04/01/98 0
8721032 O 03/01/28
0
1759167 638/G01 F 193,600.00 ZZ
360 193,297.02 1
324 CARRIAGE RUN RD 7.250 1,320.70 80
7.000 1,320.70 242,000.00
ANNAPOLIS MD 21403 1 05/29/98 00
0430855338 03 07/01/98 0
3172000 O 06/01/28
0
1759179 676/676 F 232,000.00 ZZ
360 230,439.21 1
94-469 PUNONO STREET 7.500 1,622.18 80
7.250 1,622.18 290,000.00
MILILANI HI 96789 2 11/21/97 00
850100293696 03 01/01/98 0
850100293696 O 12/01/27
0
1759187 A06/G01 F 283,650.00 ZZ
360 283,439.48 1
4770 WOODBINE #63 7.500 1,983.33 90
7.250 1,983.33 315,175.00
WEST BLOOMFIELD MI 48323 1 06/10/98 12
0430895961 01 08/01/98 30
001000009805907 O 07/01/28
0
1759217 K31/G01 F 90,000.00 ZZ
360 89,933.21 1
7420 WYNFIELD DRIVE 7.500 629.29 53
7.250 629.29 172,000.00
CUMMING GA 30040 1 06/30/98 00
0430912394 03 08/01/98 0
0288274 O 07/01/28
0
1
1759496 A06/G01 F 365,000.00 ZZ
360 365,000.00 1
2148 BEL-AIRE 7.500 2,552.14 61
7.250 2,552.14 600,000.00
WEST BLOOMFIELD MI 48323 5 07/10/98 00
0430912618 05 09/01/98 0
9807224 O 08/01/28
0
1759501 B64/G01 F 270,700.00 ZZ
360 270,488.83 1
1035 NEELY DR 7.250 1,846.65 95
7.000 1,846.65 285,000.00
ASHEBORO NC 27203 1 06/12/98 10
0430909184 05 08/01/98 30
00064884 O 07/01/28
0
1759580 E84/G01 F 179,500.00 ZZ
360 179,359.97 1
4409 HAWKHURST DRIVE 7.250 1,224.51 80
7.000 1,224.51 224,403.00
PLANO TX 75024 1 06/11/98 00
0430857896 03 08/01/98 0
26980255 O 07/01/28
0
1759715 638/G01 F 182,500.00 ZZ
360 182,235.00 1
6 SUNSET LANE 7.625 1,291.72 67
7.375 1,291.72 272,500.00
LITTLETON CO 80121 2 05/28/98 00
0430859272 05 07/01/98 0
8747569 O 06/01/28
0
1759960 638/G01 F 116,000.00 ZZ
240 115,586.11 1
2595 REHMEYER HOLLOW ROAD 7.625 943.37 82
7.375 943.37 142,000.00
STEWARTSTOWN PA 17363 2 05/27/98 10
0430919522 05 07/01/98 12
8746685 O 06/01/18
0
1760082 514/G01 F 94,700.00 ZZ
360 94,559.00 1
1
11700 PORT ROAD 7.500 662.16 80
7.250 662.16 118,400.00
FRISCO TX 75035 1 05/14/98 00
0430858654 05 07/01/98 0
368010 O 06/01/28
0
1760263 514/G01 F 107,200.00 ZZ
360 107,122.42 1
1820 AUTUMNDALE DRIVE 7.625 758.75 80
7.375 758.75 134,000.00
GRAPEVINE TX 76051 1 06/10/98 00
0430864876 05 08/01/98 0
368476 O 07/01/28
0
1760323 927/G01 F 280,000.00 ZZ
360 279,792.19 1
215 GRANITE COURT 7.500 1,957.81 39
7.250 1,957.81 735,000.00
BOULDER CITY NV 89005 1 06/04/98 00
0430900720 03 08/01/98 0
0 O 07/01/28
0
1760326 637/G01 F 498,500.00 ZZ
300 497,289.80 1
2024 GLENVIEW DRIVE 7.125 3,563.15 63
6.875 3,563.15 800,000.00
LAS VEGAS NV 89134 2 05/21/98 00
0430862961 03 07/01/98 0
11521580 O 06/01/23
0
1760368 637/G01 F 297,500.00 ZZ
360 297,022.76 1
12033 SOUTH 71ST STREET 7.125 2,004.32 85
6.875 2,004.32 350,000.00
TEMPE AZ 85284 1 05/26/98 04
0430860510 05 07/01/98 12
8145492 O 06/01/28
0
1760373 912/G01 F 397,000.00 ZZ
360 396,381.01 1
165 YELLOW PINE CIRCLE 7.625 2,809.94 73
7.375 2,809.94 550,000.00
RENO NV 89511 2 05/28/98 00
0430906065 03 07/01/98 0
1
UNKNOWN O 06/01/28
0
1760378 664/G01 F 262,000.00 ZZ
360 261,790.48 1
4020 DUPLIN DRIVE 7.125 1,765.15 61
6.875 1,765.15 435,000.00
GREENSBORO NC 27407 2 06/08/98 00
0430893032 05 08/01/98 0
2614121 O 07/01/28
0
1760433 731/G01 F 93,750.00 ZZ
360 93,682.14 1
16708 EAST HIALEAH AVENUE 7.625 663.56 75
7.375 663.56 125,000.00
AURORA CO 80015 5 06/03/98 00
0430866707 05 08/01/98 0
491716703 O 07/01/28
0
1760462 E45/E45 F 315,000.00 ZZ
360 314,530.98 1
107 RIVERVIEW DRIVE 7.500 2,202.53 90
7.250 2,202.53 350,000.00
SAVANNAH GA 31410 2 05/20/98 04
36482 05 07/01/98 30
36482 O 06/01/28
0
1760496 E22/G01 F 490,000.00 ZZ
360 489,636.35 1
208 RHODODENDRON DRIVE 7.500 3,426.15 80
7.250 3,426.15 614,000.00
CHAPEL HILL NC 27514 2 06/11/98 00
0410902662 05 08/01/98 0
410902662 O 07/01/28
0
1760626 J33/G01 F 243,750.00 ZZ
360 243,368.55 1
90 BEECH VALLEY DRIVE 7.250 1,662.81 75
7.000 1,662.81 325,000.00
SHARPSBURG GA 30277 5 06/05/98 00
0430877704 03 07/01/98 0
9850010087 O 06/01/28
0
1
1760706 962/G01 F 143,900.00 ZZ
360 143,798.43 1
3501 EVERGREEN ROAD 7.750 1,030.92 90
7.500 1,030.92 159,900.00
FARGO ND 58102 1 06/29/98 04
0430898916 05 08/01/98 25
270138804 O 07/01/28
0
1760987 B24/G01 F 146,250.00 ZZ
360 146,250.00 1
1156 HOPE STREETS 7.125 985.31 75
UNIT #4 6.875 985.31 195,000.00
STAMFORD CT 06906 1 07/07/98 00
0430895938 01 09/01/98 0
71514 O 08/01/28
0
1760999 A35/G01 F 444,000.00 ZZ
360 443,662.15 1
4817 WASATCH MAPLE AVENUE 7.375 3,066.60 80
7.125 3,066.60 555,000.00
LAS VEGAS NV 89117 2 06/24/98 00
0430887307 05 08/01/98 0
3136 O 07/01/28
0
1761007 L47/G01 F 135,000.00 ZZ
360 135,000.00 1
125 BALTHASER ROAD 7.625 955.52 75
7.375 955.52 180,000.00
SINKING SPRING PA 19608 2 07/03/98 00
0430897561 05 09/01/98 0
203464287 O 08/01/28
0
1761032 227/G01 F 336,000.00 BB
360 335,750.63 1
6611 MAINSAIL COURT 7.500 2,349.37 80
7.250 2,349.37 420,000.00
BURKE VA 22015 4 06/16/98 00
0430888420 03 08/01/98 0
1744848 O 07/01/28
0
1761046 601/G01 F 498,000.00 ZZ
360 497,276.84 1
43 BLACKPOINT HORSESHOE 7.625 3,524.81 53
7.375 3,524.81 955,000.00
1
RUMSON NJ 07760 2 05/21/98 00
0430870667 05 07/01/98 0
12323267 O 06/01/28
0
1761347 601/G01 F 575,000.00 ZZ
360 574,054.61 1
58 CLUB ROAD 7.000 3,825.49 39
6.750 3,825.49 1,500,000.00
RIVERSIDE CT 06878 2 05/22/98 00
0430868653 05 07/01/98 0
410102138 O 06/01/28
0
1761352 E22/G01 F 174,900.00 ZZ
360 174,763.56 1
10524 ROYAL TROON NE 7.250 1,193.13 62
7.000 1,193.13 284,900.00
ALBUQUERQUE NM 87111 1 06/12/98 00
0410889257 03 08/01/98 0
410889257 O 07/01/28
0
1761366 180/G01 F 649,600.00 ZZ
360 648,215.66 1
5310 EAST VALLE VISTA ROAD 7.750 4,653.81 80
7.500 4,653.81 820,000.00
PHOENIX AZ 85018 1 04/23/98 00
0430880799 05 06/01/98 0
4530085 O 05/01/28
0
1761385 562/562 F 448,000.00 ZZ
360 447,675.75 1
18 VIZCAYA COURT 7.625 3,170.92 78
7.375 3,170.92 581,623.00
WAYNE NJ 07470 1 06/12/98 00
549402 05 08/01/98 0
549402 O 07/01/28
0
1761395 225/225 F 526,000.00 ZZ
360 525,197.04 1
13552 WESTON PARK DRIVE 7.375 3,632.96 67
7.125 3,632.96 796,500.00
TOWN AND COUNTR MO 63131 2 05/07/98 00
7017318 03 07/01/98 0
7017318 O 06/01/28
0
1
1761408 E35/G01 F 374,300.00 ZZ
360 374,015.19 1
303 ST. THOMAS AVENUE 7.375 2,585.20 80
7.125 2,585.20 467,900.00
KEY LARGO FL 33037 1 06/15/98 00
0430864140 05 08/01/98 0
0278726 O 07/01/28
0
1761423 E22/G01 F 113,600.00 ZZ
360 113,274.50 1
9 FANTASIA LANE 7.125 765.34 80
6.875 765.34 142,000.00
HENDERSON NV 89014 1 06/03/98 00
0410902266 03 08/01/98 0
410902266 O 07/01/28
0
1761474 E22/G01 F 215,250.00 ZZ
360 215,105.57 1
1806-D W. DIVERSEY PARKWAY 8.000 1,579.43 75
7.750 1,579.43 287,000.00
CHICAGO IL 60614 2 06/09/98 00
0410899983 03 08/01/98 0
410899983 O 07/01/28
0
1761476 E22/G01 F 140,800.00 ZZ
360 140,692.86 1
1527 SOUTH VIVIAN STREET 7.375 972.47 80
7.125 972.47 176,000.00
LONGMONT CO 80501 2 06/08/98 00
0410899058 05 08/01/98 0
410899058 O 07/01/28
0
1761801 964/G01 F 184,000.00 ZZ
360 183,863.45 1
17025 CASTLE PINE DRIVE 7.500 1,286.55 80
7.250 1,286.55 230,000.00
RENO NV 89511 1 06/11/98 00
0430863852 05 08/01/98 0
37208 O 07/01/28
0
1761823 966/G01 F 204,000.00 ZZ
360 203,696.25 1
1
1509 GREENBRIAR DRIVE 7.500 1,426.40 80
7.250 1,426.40 255,000.00
ALLEN TX 75013 1 05/28/98 00
0430858753 03 07/01/98 0
30006549 O 06/01/28
0
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0430898908 03 09/01/98 25
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0
1761849 G04/G01 F 158,974.02 ZZ
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YOUNGSTOWN OH 44512 2 02/03/98 00
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1549617 O 01/01/27
0
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GRANBURY TX 76049 2 06/04/98 00
0430898072 03 08/01/98 0
26980168 O 07/01/28
0
1761908 E76/G01 F 116,850.00 ZZ
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0430860932 05 07/01/98 30
9805044 O 06/01/28
0
1761975 A13/G01 F 242,000.00 ZZ
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36 CIRCLE DRIVE 7.500 1,692.10 66
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BARRINGTON IL 60010 5 04/30/98 00
0430895987 05 06/01/98 0
1
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WOODSTOCK NY 12498 2 06/08/98 00
0430923078 05 08/01/98 0
00 O 07/01/28
0
1762189 L33/L33 F 398,400.00 ZZ
360 398,400.00 1
7918 GLENRIDGE DRIVE 7.625 2,819.85 80
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CASTLE ROCK CO 80104 1 07/13/98 00
42938 03 09/01/98 0
42938 O 08/01/28
0
1762238 E82/G01 F 152,000.00 ZZ
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BROOKLYN PARK MN 55443 1 06/19/98 04
0400112140 05 08/01/98 30
400112140 O 07/01/28
0
1762475 E22/G01 F 134,500.00 ZZ
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11003 SPRING LAKE ROAD 7.375 928.96 80
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FRISCO TX 75035 1 06/19/98 00
0410868111 03 08/01/98 0
410868111 O 07/01/28
0
1762554 E22/G01 F 292,500.00 ZZ
360 292,282.93 1
28947 GLENBROOK DRIVE 7.500 2,045.20 90
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FARMINGTON HILL MI 48331 2 06/12/98 04
0410869812 05 08/01/98 25
410869812 O 07/01/28
0
1
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COOPER CITY FL 33328 5 06/15/98 00
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410873640 O 07/01/28
0
1762579 439/G01 F 70,000.00 ZZ
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PASADENA TX 77504 1 06/12/98 00
0430861310 05 08/01/98 0
1946577 O 07/01/28
0
1762619 367/367 F 254,400.00 T
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21 LAKE AVENUE 7.750 1,822.55 80
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REHOBOTH BEACH DE 19971 1 11/14/97 00
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0
1762632 367/367 F 425,069.38 ZZ
331 290,856.26 1
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MCLEAN VA 22101 1 11/13/96 00
16212 05 12/01/96 0
16212 O 06/01/24
0
1762634 367/367 F 284,000.00 ZZ
360 278,418.73 1
8300 CROSSPOINTE DRIVE 7.625 2,010.13 80
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FAIRFAX STATION VA 22039 1 06/21/96 00
12249361 05 08/01/96 0
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1762642 367/367 F 236,000.00 ZZ
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1200 N. NASH STREET #554 7.625 1,670.39 80
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1
ARLINGTON VA 22209 2 04/13/98 00
1299225191 05 05/01/98 0
1299225191 O 04/01/28
0
1762646 367/367 F 210,000.00 ZZ
360 209,150.30 1
4703 CHEVY CHASE BOULEVARD 7.125 1,414.81 75
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CHEVY CHASE MD 20815 1 02/26/98 00
19189 05 04/01/98 0
19189 O 03/01/28
0
1762654 367/367 F 270,300.00 ZZ
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829 S 20TH STREET 7.750 1,936.46 79
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ARLINGTON VA 22202 2 01/06/97 00
1253623 03 03/01/97 0
1253623 O 02/01/27
0
1762678 E22/G01 F 90,000.00 ZZ
240 89,839.95 1
1120 SOUTH 3RD AVENUE 7.625 731.93 68
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BOZEMAN MT 59715 5 06/17/98 00
0410883631 05 08/01/98 0
410883631 O 07/01/18
0
1762695 E22/G01 F 105,900.00 ZZ
360 105,817.39 1
1002 FELIX COURT 7.250 722.42 87
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APOPKA FL 32703 2 06/17/98 04
0410868723 05 08/01/98 25
410868723 O 07/01/28
0
1762703 E22/G01 F 138,800.00 ZZ
360 138,694.38 1
3011 NW 24TH TERRACE 7.375 958.66 80
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GAINESVILLE FL 32605 1 06/22/98 00
0410901383 05 08/01/98 0
410901383 O 07/01/28
0
1
1762708 E22/G01 F 81,000.00 ZZ
360 80,942.83 1
4906 EAST GRACE AVENUE 7.750 580.29 90
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SPOKANE WA 99207 2 06/15/98 12
0410832240 05 08/01/98 25
410832240 O 07/01/28
0
1762822 B91/G01 F 278,400.00 ZZ
360 278,400.00 1
20871 SHADOW ROCK LANE 7.750 1,994.50 80
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TRABUCO CANYON CA 92679 2 07/10/98 00
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1000011729 O 08/01/28
0
1762853 E22/G01 F 115,000.00 T
360 114,910.29 1
2344 OAKWAY TERRACE 7.250 784.50 72
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EUGENE OR 97401 1 06/12/98 00
0410895288 05 08/01/98 0
410895288 O 07/01/28
0
1762859 E22/G01 F 120,000.00 ZZ
360 119,906.39 1
839 LOCKHAVEN LANE 7.250 818.61 79
7.000 818.61 152,500.00
COPPELL TX 75019 1 06/19/98 00
0410924559 05 08/01/98 0
410924559 O 07/01/28
0
1762888 H47/G01 F 231,200.00 ZZ
360 231,028.42 1
9713 CAMEO ROSE LANE 7.500 1,616.58 80
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LAS VEGAS NV 89134 1 06/15/98 00
0430897876 05 08/01/98 0
00 O 07/01/28
0
1762922 957/G01 F 199,500.00 ZZ
360 199,355.61 1
1
3717 STONEWAY DRIVE 7.625 1,412.05 80
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PLANO TX 75025 1 06/18/98 00
0430871301 05 08/01/98 0
0276178 O 07/01/28
0
1762926 561/561 F 106,800.00 ZZ
360 106,716.68 1
339 BUCK CASH ROAD 7.250 728.57 80
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WESTMINSTER MD 21158 1 06/10/98 00
0000 05 08/01/98 0
0000 O 07/01/28
0
1762929 E22/G01 F 122,250.00 ZZ
360 122,152.24 1
753 NW WATERLILLY PLACE 7.125 823.62 75
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JENSEN BEACH FL 34957 5 06/15/98 00
0410895874 03 08/01/98 0
410895874 O 07/01/28
0
1762938 A26/G01 F 350,000.00 ZZ
360 350,000.00 1
160 SOUTH PACE DRIVE 7.500 2,447.26 89
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WEST ISLIP NY 11795 1 07/07/98 04
0430953257 05 09/01/98 25
11497 O 08/01/28
0
1762991 593/593 F 370,000.00 ZZ
360 369,718.46 1
2008 AMBER STONE COURT 7.375 2,555.50 83
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LAS VEGAS NV 89134 2 06/09/98 01
6965255 03 08/01/98 25
6965255 O 07/01/28
0
1763002 950/G01 F 215,000.00 ZZ
360 214,840.43 1
13515 AVONDALE ROAD NORTHEAST 7.500 1,503.32 54
7.250 1,503.32 400,000.00
WOODINVILLE WA 98072 2 06/10/98 00
0430870824 05 08/01/98 0
1
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0
1763141 A35/G01 F 265,500.00 ZZ
360 265,297.98 1
10005 DUSTY WINDS AVENUE 7.375 1,833.74 90
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LAS VEGAS NV 89117 2 06/26/98 01
0430893495 03 08/01/98 25
1010 O 07/01/28
0
1763151 E22/G01 F 142,150.00 G
360 142,044.51 1
2653 REDFIELD 7.500 993.93 86
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NILES MI 49120 1 06/17/98 04
0410912315 05 08/01/98 25
410912315 O 07/01/28
0
1763180 A06/G01 F 252,000.00 ZZ
360 251,803.41 1
1199 WAKEFIELD 7.250 1,719.09 80
7.000 1,719.09 317,000.00
BIRMINGHAM MI 48009 2 06/29/98 00
0430927368 05 08/01/98 0
001000009808819 O 07/01/28
0
1763226 676/676 F 335,000.00 ZZ
360 334,488.60 1
7069 NIUMALU LOOP 7.375 2,313.77 70
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HONOLULU HI 96825 1 05/27/98 00
3001900046 05 07/01/98 0
3001900046 O 06/01/28
0
1763277 367/367 F 582,000.00 ZZ
360 580,663.25 1
4807 QUEBEC STREET NW 7.375 4,019.73 77
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WASHINGTON DC 20016 5 04/06/98 00
000267 05 06/01/98 0
000267 O 05/01/28
0
1
1763358 907/G01 F 595,000.00 ZZ
360 595,000.00 1
14 DRINKING BROOK ROAD 7.500 4,160.33 84
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MONMOUTH JUNCTI NJ 08852 2 07/21/98 04
0430954073 05 09/01/98 17
10003317 O 08/01/28
0
1763391 B24/G01 F 400,000.00 ZZ
360 400,000.00 1
976 ROCKRIMMON ROAD 7.375 2,762.70 65
7.125 2,762.70 620,000.00
STAMFORD CT 06903 5 07/06/98 00
0430887810 05 09/01/98 0
00 O 08/01/28
0
1763396 B24/G01 F 240,000.00 ZZ
360 240,000.00 1
327 WIRE MILL ROAD 7.000 1,596.73 60
6.750 1,596.73 403,000.00
STAMFORD CT 06903 2 07/06/98 00
0430887737 05 09/01/98 0
00 O 08/01/28
0
1763424 638/G01 F 250,000.00 ZZ
360 249,645.94 1
13 STONEBRIDGE ROAD 7.750 1,791.04 65
7.500 1,791.04 387,000.00
CAPE ELIZABETH ME 04107 5 05/22/98 00
0430906396 05 07/01/98 0
8749173 O 06/01/28
0
1763428 664/G01 F 222,000.00 ZZ
360 221,835.24 1
1924 NORTH 2000 EAST 7.500 1,552.26 80
7.250 1,552.26 277,500.00
LAYTON UT 84040 1 06/16/98 00
0430876177 05 08/01/98 0
2472876 O 07/01/28
0
1763507 L02/G01 F 356,000.00 ZZ
360 355,735.80 1
2929 HUNT VALLEY DRIVE 7.500 2,489.20 80
7.250 2,489.20 445,000.00
1
GLENWOOD MD 21738 2 06/17/98 00
0430880922 05 08/01/98 0
1129 O 07/01/28
0
1763536 E22/G01 F 92,000.00 ZZ
360 91,931.72 1
5112 CLERMONTE DRIVE 7.500 643.28 80
7.250 643.28 115,000.00
CANAL WINCHESTE OH 43110 2 06/18/98 00
0410899223 05 08/01/98 0
410899223 O 07/01/28
0
1763603 K88/G01 F 340,000.00 ZZ
360 339,747.67 1
5 CONOVER LANE 7.500 2,377.33 26
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RUMSON NJ 07760 2 06/29/98 00
0430890541 05 08/01/98 0
7934 O 07/01/28
0
1763796 E22/G01 F 117,550.00 ZZ
360 117,462.76 1
2014 SUNNYVALE ROAD 7.500 821.93 80
7.250 821.93 146,990.00
GRAND PRAIRIE TX 75050 1 06/25/98 00
0410899934 05 08/01/98 0
410899934 O 07/01/28
0
1763834 E82/G01 F 412,000.00 ZZ
360 411,694.24 1
5213 BARTLETT BOULEVARD 7.500 2,880.76 80
7.250 2,880.76 515,000.00
MOUND MN 55364 1 06/26/98 00
0400071155 05 08/01/98 0
400071155 O 07/01/28
0
1763885 B75/G01 F 271,950.00 ZZ
360 271,534.87 1
11404 NORTHEAST 103RD STREET 7.375 1,878.29 80
7.125 1,878.29 339,950.00
KIRKLAND WA 98033 1 05/15/98 00
0430893503 05 07/01/98 0
7710361 O 06/01/28
0
1
1763895 E82/G01 F 496,000.00 ZZ
360 495,613.08 1
14709 WHITE OAK DRIVE 7.250 3,383.59 80
7.000 3,383.59 620,000.00
BURNSVILLE MN 55337 2 06/19/98 00
0400122594 05 08/01/98 0
0400122594 O 07/01/28
0
1763925 696/G01 F 194,400.00 ZZ
360 194,232.63 1
2518 PENNY ROYAL LANE 6.750 1,260.87 80
6.500 1,260.87 243,000.00
RESTON VA 20191 1 06/25/98 00
0430866632 03 08/01/98 0
2178137 O 07/01/28
0
1763978 A52/G01 F 170,000.00 ZZ
360 169,883.01 1
705 EAST GREEN LANE 7.875 1,232.62 63
7.625 1,232.62 270,000.00
WOODSTOCK GA 30189 1 06/30/98 00
0430891333 03 08/01/98 0
00 O 07/01/28
0
1764017 E22/G01 F 80,750.00 ZZ
360 80,690.07 1
2238 SW EDISON CIRCLE 7.500 564.62 95
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PORT ST. LUCIE FL 34953 1 06/19/98 04
0410923080 05 08/01/98 30
410923080 O 07/01/28
0
1764051 995/G01 F 384,000.00 ZZ
360 383,722.07 1
187 SHONGUM ROAD 7.625 2,717.93 80
7.375 2,717.93 480,000.00
DENVILLE NJ 07834 1 06/18/98 00
0430880955 05 08/01/98 0
GM10032010 O 07/01/28
0
1764096 757/G01 F 100,000.00 T
360 99,929.41 1
1
645 SMALLWOOD DRIVE 7.750 716.42 80
7.500 716.42 125,250.00
HIGHLANDS NC 28741 1 06/17/98 00
0430881946 05 08/01/98 0
3494341 O 07/01/28
0
1764293 E82/G01 F 233,600.00 ZZ
360 233,426.63 1
16703 INNSBROOK DRIVE 7.500 1,633.37 80
7.250 1,633.37 294,900.00
LAKEVILLE MN 55044 1 06/29/98 00
0400121158 05 08/01/98 0
400121158 O 07/01/28
0
1764337 B49/G01 F 600,000.00 ZZ
360 600,000.00 1
2420 GINNY WAY 7.250 4,093.06 80
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LAFAYETTE CO 80026 2 07/09/98 00
0430911248 03 09/01/98 0
0288245 O 08/01/28
0
1764353 354/354 F 388,600.00 ZZ
360 387,526.88 1
4922 PANORAMA CIRCLE 7.500 2,717.15 80
7.250 2,717.15 490,000.00
WEST BLOOMFIELD MI 48323 2 04/22/98 00
21698196 05 06/01/98 0
21698196 O 05/01/28
0
1764354 354/354 F 479,900.00 ZZ
360 478,622.77 1
5445 CALLANDER COURT 6.625 3,072.85 80
6.375 3,072.85 599,900.00
CHARLOTTE NC 28277 1 04/02/98 00
21699095 03 06/01/98 0
21699095 O 05/01/28
0
1764371 354/354 F 400,000.00 ZZ
360 398,961.00 1
787 VALLEY FORGE ROAD 6.750 2,594.39 80
6.500 2,594.39 500,000.00
DEVON PA 19333 1 04/15/98 00
21754023 05 06/01/98 0
1
21754023 O 05/01/28
0
1764374 354/354 F 442,100.00 ZZ
360 441,006.50 1
804 GRACE MEADOW COURT 7.000 2,941.30 65
6.750 2,941.30 690,000.00
GREAT FALLS VA 22066 2 04/21/98 00
21776588 05 06/01/98 0
21776588 O 05/01/28
0
1764380 354/354 F 396,500.00 ZZ
360 395,418.84 1
13605 LAKEWOOD COURT 6.500 2,506.15 80
6.250 2,506.15 496,500.00
ROCKVILLE MD 20850 1 04/29/98 00
21794755 05 06/01/98 0
21794755 O 05/01/28
0
1764398 354/354 F 423,750.00 ZZ
360 421,082.67 1
3803 CANYON BLUFF COURT 7.750 3,035.80 75
7.500 3,035.80 565,000.00
HOUSTON TX 77059 1 04/03/98 00
21839469 03 05/01/98 0
21839469 O 04/01/28
0
1764410 354/354 F 460,000.00 ZZ
360 459,332.02 1
13015 MOLLY DRIVE 7.625 3,255.85 72
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CONIFER CO 80433 2 05/05/98 00
21867197 05 07/01/98 0
21867197 O 06/01/28
0
1764416 354/354 F 401,000.00 ZZ
360 400,078.96 1
10605 PRESTON ROAD 7.375 2,769.61 77
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DALLAS TX 75230 2 04/24/98 00
2188627 05 06/01/98 0
2188627 O 05/01/28
0
1
1764421 354/354 F 472,000.00 ZZ
360 471,043.55 1
3000 CHERRYRIDGE ROAD 8.000 3,463.37 78
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ENGLEWOOD CO 80110 2 04/24/98 00
21898804 05 06/01/98 0
21898804 O 05/01/28
0
1764425 354/354 F 532,000.00 ZZ
360 530,747.43 1
10911 WICKWILD STREET 7.250 3,629.18 80
7.000 3,629.18 665,000.00
HOUSTON TX 77024 1 04/29/98 00
21911862 05 06/01/98 0
21911862 O 05/01/28
0
1764430 354/354 F 500,000.00 ZZ
360 498,822.78 1
4501 MINDEN RD 7.250 3,410.88 58
7.000 3,410.88 865,000.00
MEMPHIS TN 38117 2 04/30/98 00
21923131 05 06/01/98 0
21923131 O 05/01/28
0
1764434 354/354 F 440,000.00 ZZ
360 438,648.36 1
2755 RACQUET CLUB DRIVE 7.375 3,038.98 80
7.125 3,038.98 550,000.00
MIDLAND TX 79705 4 03/17/98 00
25291063 03 05/01/98 0
25291063 O 04/01/28
0
1764452 354/354 F 649,950.00 ZZ
360 648,429.12 1
86270 LORANE HIGHWAY 7.625 4,600.31 65
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EUGENE OR 97405 4 04/01/98 00
26245092 05 06/01/98 0
26245092 O 05/01/28
0
1764553 E45/G01 F 256,500.00 ZZ
360 256,127.52 1
955 39TH AVE N 7.625 1,815.49 95
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1
ST PETERSBURG FL 33703 1 06/01/98 04
0430871574 05 07/01/98 30
39142 O 06/01/28
0
1764679 A52/G01 F 199,400.00 ZZ
360 199,244.45 1
290 LOBLOLLY COURT 7.250 1,360.26 80
7.000 1,360.26 249,250.00
MARIETTA GA 30064 1 06/25/98 00
0430893909 03 08/01/98 0
00 O 07/01/28
0
1764788 K65/G01 F 393,000.00 ZZ
360 392,700.96 1
4502 LAKE FORREST DRIVE 7.375 2,714.35 73
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ATLANTA GA 30342 2 06/18/98 00
0430884304 05 08/01/98 0
286403 O 07/01/28
0
1764809 E82/G01 F 252,000.00 ZZ
360 251,798.48 1
7985 NEEDLE GRASS LANE 7.125 1,697.77 66
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COLORADO SPRING CO 80919 1 06/30/98 00
0400097937 03 08/01/98 0
400097937 O 07/01/28
0
1764828 664/G01 F 290,300.00 ZZ
360 290,067.85 1
2207 NOBEHAR DRIVE 7.125 1,955.81 80
6.875 1,955.81 362,900.00
VIENNA VA 22181 1 06/15/98 00
0430894709 05 08/01/98 0
2615664 O 07/01/28
0
1764913 B54/G01 F 315,300.00 ZZ
360 315,054.03 1
40 W 720 TIMBERGATE LANE 7.250 2,150.91 71
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SAINT CHARLES IL 60175 2 06/15/98 00
0430958686 05 08/01/98 0
164231 O 07/01/28
0
1
1764973 638/G01 F 239,250.00 ZZ
360 239,072.44 1
5 FIREHOUSE ROAD 7.500 1,672.87 80
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ESPANOLA MN 87532 1 06/03/98 00
0430890889 05 08/01/98 0
08753551 O 07/01/28
0
1764979 003/G01 F 72,900.00 ZZ
360 72,845.90 1
1616 CYPRESS POINTE DRIVE 7.500 509.73 90
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CORAL SPRINGS FL 33071 1 06/26/98 12
0430891168 01 08/01/98 25
10487791 O 07/01/28
0
1765024 K08/G01 F 134,500.00 ZZ
360 134,400.19 1
6387 SOUTH CEDAR COVE LANE 7.500 940.44 80
7.250 940.44 170,000.00
CLINTON WA 98236 2 06/02/98 00
0410878102 05 08/01/98 0
410878102 O 07/01/28
0
1765055 757/G01 F 270,000.00 ZZ
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1107047415 O 07/01/28
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1766550 074/074 F 437,500.00 ZZ
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1766667 074/074 F 370,000.00 ZZ
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33 BETTSWOOD ROAD 7.625 2,618.84 76
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NORWALK CT 06851 5 05/18/98 00
1500574114 05 07/01/98 0
1500574114 O 06/01/28
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1766677 074/074 F 800,000.00 ZZ
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31 OLD BRIARCLIFF R 7.750 5,731.30 64
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1500589596 05 07/01/98 0
1500589596 O 06/01/28
0
1766683 074/074 F 495,000.00 ZZ
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1
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10 POTTERS GLEN PLACE 8.000 1,152.02 93
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DURHAM NC 27713 2 06/25/98 21
1577151500 03 08/01/98 30
1577151500 O 07/01/28
0
1766693 074/074 F 128,000.00 ZZ
360 127,816.77 1
8 LAKEWOOD DRIVE 8.000 939.22 35
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1580086825 05 07/01/98 0
1580086825 O 06/01/28
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1766701 074/074 F 132,000.00 ZZ
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789 CANDLEWOOD LAKE 6.875 867.15 80
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1580093310 05 08/01/98 0
1580093310 O 07/01/28
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1766704 074/074 F 242,000.00 ZZ
360 241,815.86 1
724 RIDGE ROAD 7.375 1,671.43 80
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WETHERSFIELD CT 06901 5 06/09/98 00
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1580094561 O 07/01/28
0
1766707 074/074 F 90,000.00 ZZ
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107 WILBUR AVENUE 7.375 621.61 80
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WALLINGFORD CT 06492 5 06/22/98 00
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0
1766708 074/074 F 86,450.00 ZZ
360 86,385.84 1
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8960 CHIPBOARD ROAD 7.500 604.47 95
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RURAL HALL NC 27045 2 06/02/98 21
1581196104 05 08/01/98 30
1581196104 O 07/01/28
0
1766710 074/074 F 90,250.00 ZZ
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5388 WOODLAWN 7.875 654.38 95
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GENESEE TWP MI 48506 2 06/24/98 21
1581206445 05 08/01/98 30
1581206445 O 07/01/28
0
1766712 074/074 F 250,000.00 ZZ
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SOUTH JORDAN UT 84095 2 06/10/98 21
1583118145 05 08/01/98 25
1583118145 O 07/01/28
0
1766714 074/074 F 300,000.00 ZZ
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4-15 FOURTH STREET 7.500 2,097.65 90
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FAIR LAWN NJ 07410 2 06/10/98 01
1587091630 05 08/01/98 25
1587091630 O 07/01/28
0
1766715 074/074 F 305,200.00 ZZ
360 304,967.76 1
1 ROBIN ROAD 7.375 2,107.95 73
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HOLMDEL NJ 07733 2 06/19/98 00
1587109565 05 08/01/98 0
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0
1766732 074/074 F 280,000.00 ZZ
360 279,786.93 1
226 WILLIAMSBURG DRIVE 7.375 1,933.90 71
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SHREWSBURY NJ 07702 2 06/08/98 00
1587132523 05 08/01/98 0
1
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1766733 074/074 F 123,500.00 ZZ
240 123,276.97 1
102 CRESCI BOULEVARD 7.500 994.91 64
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HAZLET NJ 07730 2 06/18/98 00
1587132556 03 08/01/98 0
1587132556 O 07/01/18
0
1766740 074/074 F 270,000.00 ZZ
360 269,818.83 1
13 MINK RUN COURT 8.000 1,981.17 75
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NORTH BRUNSWICK NJ 08902 2 06/30/98 00
1587136546 05 08/01/98 0
1587136546 O 07/01/28
0
1766776 074/G01 F 292,700.00 ZZ
360 292,482.78 1
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CHESTER SPRINGS PA 19425 2 06/24/98 00
0430933036 03 08/01/98 0
1171184134 O 07/01/28
0
1766837 074/G01 F 478,700.00 ZZ
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2420 HERMOSA AVENUE 7.500 3,347.14 75
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HERMOSA BEACH CA 90254 1 06/09/98 00
0430933622 05 08/01/98 0
1233034026 O 07/01/28
0
1766838 074/G01 F 278,600.00 ZZ
360 278,398.36 1
5 CAMARIN STREET 7.625 1,971.91 79
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FOOTHILL RANCH CA 92610 5 06/17/98 00
0430933630 03 08/01/98 0
1233034037 O 07/01/28
0
1
1766919 074/G01 F 650,000.00 ZZ
360 649,529.55 1
6303 WESCATES COURT 7.625 4,600.66 50
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BRENTWOOD TN 37027 2 06/09/98 00
0430934422 05 08/01/98 0
1341041029 O 07/01/28
0
1766930 074/G01 F 246,400.00 ZZ
360 246,202.96 1
23 OAKRIDGE DRIVE 7.125 1,660.04 80
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CASTLE ROCK CO 80104 5 06/19/98 00
0430934505 05 08/01/98 0
1461140466 O 07/01/28
0
1766961 074/G01 F 244,450.00 ZZ
360 244,268.58 1
10526 210TH STREET SE 7.500 1,709.23 83
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SNOHOMISH WA 98296 2 06/22/98 14
0430934786 05 08/01/98 12
1471018822 O 07/01/28
0
1767026 074/G01 F 439,769.00 ZZ
360 439,425.94 1
534 SOUTH BRENTWOOD 7.250 3,000.00 74
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BOUNTIFUL UT 84010 2 06/09/98 00
0430935387 05 08/01/98 0
1497024569 O 07/01/28
0
1767027 074/G01 F 140,000.00 ZZ
360 139,890.78 1
87 EAST 100 NORTH 7.250 955.05 80
7.000 955.05 175,000.00
HEBER CITY UT 84032 5 06/23/98 00
0430935395 05 08/01/98 0
1497025007 O 07/01/28
0
1767029 074/G01 F 650,000.00 ZZ
360 649,517.61 1
2549 SILVER CLOUD COURT 7.500 4,544.89 67
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1
PARK CITY UT 84060 2 06/11/98 00
0430935411 05 08/01/98 0
1497026906 O 07/01/28
0
1767030 074/G01 F 650,000.00 ZZ
360 649,517.61 1
1590 EAST HANOVER DRIVE 7.500 4,544.89 60
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SALT LAKE CITY UT 84103 2 06/25/98 00
0430935429 03 08/01/98 0
1497027137 O 07/01/28
0
1767043 074/G01 F 332,000.00 ZZ
360 331,114.13 1
428 BOYDS CORNER ROAD 7.000 2,208.80 74
6.750 2,208.80 450,000.00
MIDDLETOWN DE 19709 5 05/15/98 00
0430935551 05 07/01/98 0
1500591260 O 06/01/28
0
1767045 074/G01 F 163,000.00 ZZ
360 162,879.03 1
8224 STONEWALL DRIVE 7.500 1,139.72 73
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VIENNA VA 22180 2 06/12/98 00
0430935577 05 08/01/98 0
1500602050 O 07/01/28
0
1767057 074/G01 F 461,000.00 ZZ
360 460,330.56 1
4701 DREAM CATCHER 7.625 3,262.93 83
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LAS VEGAS NV 89129 2 05/21/98 10
0430935684 03 07/01/98 12
1504576530 O 06/01/28
0
1767061 074/G01 F 245,250.00 ZZ
360 244,875.61 1
2215 CREEKSIDE CIRCLE S 7.375 1,693.89 76
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IRVING TX 75063 2 05/22/98 00
0430935718 03 07/01/98 0
1504578140 O 06/01/28
0
1
1767147 074/G01 F 244,150.00 ZZ
360 243,651.74 1
10681 HAWES END COURT 8.000 1,791.49 94
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LAS VEGAS NV 89123 2 04/28/98 04
0430936450 03 06/01/98 30
1506623722 O 05/01/28
0
1767171 074/G01 F 300,000.00 ZZ
360 299,575.15 1
24 BYRON CLOSE 7.750 2,149.24 80
7.500 2,149.24 375,000.00
LAGUNA NIGEL CA 92677 5 05/21/98 00
0430936690 05 07/01/98 0
1506635710 O 06/01/28
0
1767172 074/G01 F 180,000.00 ZZ
360 179,725.22 1
14725 CARMEL RIDGE ROAD 7.375 1,243.22 78
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SAN DIEGO CA 92128 5 05/12/98 00
0430936708 03 07/01/98 0
1506635925 O 06/01/28
0
1767179 074/G01 F 300,000.00 ZZ
360 299,553.31 1
824 NOVELDA ROAD 7.500 2,097.65 80
7.250 2,097.65 375,000.00
ALHAMBRA CA 91801 5 05/20/98 00
0430936765 05 07/01/98 0
1506640970 O 06/01/28
0
1767220 074/G01 F 255,450.00 ZZ
360 255,274.20 1
1942 STONEBRIDGE WAY 7.875 1,852.19 73
7.625 1,852.19 350,000.00
CANTON MI 48188 2 06/05/98 00
0430937136 05 08/01/98 0
1507410476 O 07/01/28
0
1767226 074/G01 F 256,000.00 ZZ
360 255,270.22 1
1
8245 ROBERTS DRIVE 7.750 1,834.02 80
7.500 1,834.02 320,000.00
WHITE LAKE MI 48383 2 03/13/98 00
0430937193 05 05/01/98 0
1507571602 O 04/01/28
0
1767228 074/G01 F 115,000.00 ZZ
360 114,843.46 1
28801 BALMORAL WAY 7.625 813.96 65
7.375 813.96 177,000.00
FARMINGTON HILL MI 48334 5 05/26/98 00
0430937201 05 08/01/98 0
1507571806 O 07/01/28
0
1767229 074/G01 F 288,000.00 ZZ
360 287,554.75 1
2765 HILL ROAD 7.500 2,013.74 80
7.250 2,013.74 360,000.00
VIENNA VA 22181 5 05/01/98 00
0430937219 05 07/01/98 0
1507577100 O 06/01/28
0
1767231 074/G01 F 217,750.00 ZZ
360 217,456.82 1
2240 SEMINOLE 8.000 1,597.77 65
7.750 1,597.77 335,000.00
DETROIT MI 48214 5 05/12/98 00
0430937235 05 07/01/98 0
1507581774 O 06/01/28
0
1767238 074/G01 F 195,000.00 ZZ
360 194,709.66 1
7755 ESTIVEZ ROAD 7.500 1,363.47 75
7.250 1,363.47 260,000.00
LAPLATA MD 20646 5 05/15/98 00
0430937292 05 07/01/98 0
1507589313 O 06/01/28
0
1767240 074/G01 F 264,000.00 ZZ
360 263,596.99 1
826 DUKE STREET 7.375 1,823.39 80
7.125 1,823.39 330,000.00
ALEXANDRIA VA 22314 5 05/22/98 00
0430937318 05 07/01/98 0
1
1507592680 O 06/01/28
0
1767248 074/G01 F 370,000.00 ZZ
360 369,406.48 1
10712 LAUREL LEAF PLACE 7.125 2,492.76 59
6.875 2,492.76 630,000.00
POTOMAC MD 20854 5 05/26/98 00
0430937367 03 07/01/98 0
1507602820 O 06/01/28
0
1767275 074/G01 F 245,600.00 ZZ
360 245,225.09 1
122 OAKWOOD DRIVE 7.375 1,696.30 80
7.125 1,696.30 307,000.00
MARTIN TN 38237 2 06/24/98 00
0430937573 05 07/01/98 0
1511582250 O 06/01/28
0
1767279 074/G01 F 318,750.00 ZZ
360 318,331.57 1
364 ST THOMAS CHURCH ROAD 8.125 2,366.71 75
7.875 2,366.71 425,000.00
CHAPIN SC 29036 2 05/08/98 00
0430937615 05 07/01/98 0
1511584492 O 06/01/28
0
1767341 074/G01 F 287,500.00 ZZ
360 287,071.92 1
143 BELLE CHASE DRIVE 7.500 2,010.25 72
7.250 2,010.25 400,000.00
LEXINGTON SC 29072 2 06/18/98 00
0430937722 05 07/01/98 0
1511591002 O 06/01/28
0
1767346 074/G01 F 266,000.00 ZZ
360 265,650.80 1
121 ABLE HARMON ROAD 8.125 1,975.05 74
7.875 1,975.05 360,000.00
LEXINGTON SC 29072 2 05/26/98 00
0430937789 05 07/01/98 0
1511595740 O 06/01/28
0
1
1767355 074/G01 F 266,000.00 ZZ
360 265,802.58 1
1253 HUNTINGTON ROAD 7.500 1,859.92 69
7.250 1,859.92 390,000.00
KANSAS CITY MO 64113 2 06/02/98 00
0430937854 03 08/01/98 0
1512242144 O 07/01/28
0
1767358 074/G01 F 650,000.00 T
360 649,032.21 1
20 N CAMINO DON CAR 7.500 4,544.89 73
7.250 4,544.89 900,000.00
SANTA FE NM 87501 2 05/08/98 00
0430937888 03 07/01/98 0
1512248945 O 06/01/28
0
1767359 074/G01 F 295,000.00 ZZ
360 294,571.62 1
5411 S HATSIX ROAD 7.625 2,087.99 53
7.375 2,087.99 565,000.00
CASPER WY 82602 2 05/20/98 00
0430937896 05 07/01/98 0
1512249427 O 06/01/28
0
1767369 074/G01 F 261,000.00 ZZ
360 260,581.32 1
2062 PASEO DEL PRADO DRIVE 7.125 1,758.41 90
6.875 1,758.41 290,000.00
EL PASO TX 79936 2 05/22/98 11
0430937995 05 07/01/98 25
1512585640 O 06/01/28
0
1767377 074/G01 F 255,000.00 ZZ
360 254,414.29 1
18727 NE 164TH LANE 7.375 1,761.23 80
7.125 1,761.23 320,000.00
BOTHELL WA 98011 2 04/30/98 00
0430938084 03 06/01/98 0
1513264540 O 05/01/28
0
1767381 074/G01 F 115,000.00 ZZ
360 114,833.37 1
2986 PICKERING PLACE NE 7.750 823.88 83
7.500 823.88 140,000.00
1
BREMERTON WA 98310 2 05/20/98 11
0430938126 05 07/01/98 17
1513269146 O 06/01/28
0
1767388 074/G01 F 346,400.00 ZZ
360 346,129.77 1
5336 106TH AVENUE NE 7.250 2,363.06 90
7.000 2,363.06 385,000.00
KIRKLAND WA 98033 2 06/02/98 11
0430938191 05 08/01/98 25
1513278329 O 07/01/28
0
1767409 074/G01 F 292,000.00 ZZ
360 291,565.23 1
1935 SW HOYTSVILLE ROAD 7.500 2,041.71 80
7.250 2,041.71 367,000.00
WANSHIP UT 84017 5 05/26/98 00
0430938407 05 07/01/98 0
1513583912 O 06/01/28
0
1767410 074/G01 F 345,000.00 ZZ
360 344,460.11 1
19975 NE 154TH STREET 7.250 2,353.51 66
7.000 2,353.51 530,000.00
WOODINVILLE WA 98072 2 05/26/98 00
0430938415 05 07/01/98 0
1513584052 O 06/01/28
0
1767411 074/G01 F 239,500.00 ZZ
360 239,313.17 1
1954 E OAKSHIRE LANE 7.250 1,633.81 89
7.000 1,633.81 270,000.00
SANDY UT 84092 2 06/11/98 10
0430938423 05 08/01/98 25
1513584369 O 07/01/28
0
1767412 074/G01 F 268,000.00 ZZ
360 267,590.89 1
3315 SHAWNEE DRIVE NW 7.375 1,851.01 80
7.125 1,851.01 335,000.00
GIG HARBOR WA 98335 2 06/17/98 00
0430938431 03 07/01/98 0
1513585033 O 06/01/28
0
1
1767414 074/G01 F 182,500.00 ZZ
360 182,181.98 1
2225 W SPENCER CREST 7.750 1,307.46 63
7.500 1,307.46 292,000.00
BLUFFDALE UT 84065 2 05/12/98 00
0430938456 05 07/01/98 0
1513585634 O 06/01/28
0
1767416 074/G01 F 287,400.00 ZZ
360 286,950.26 1
20829 NE 26TH PLACE 7.250 1,960.57 74
7.000 1,960.57 393,000.00
REDMOND WA 98053 2 05/12/98 00
0430938472 03 07/01/98 0
1513586477 O 06/01/28
0
1767417 074/G01 F 251,600.00 ZZ
360 251,206.26 1
15445 SW 150TH AVENUE 7.250 1,716.36 53
7.000 1,716.36 475,000.00
TIGARD OR 97224 2 05/15/98 00
0430938480 05 07/01/98 0
1513586750 O 06/01/28
0
1767422 074/G01 F 284,000.00 ZZ
360 283,577.14 1
19621 89TH PLACE NE 7.500 1,985.77 80
7.250 1,985.77 355,000.00
BOTHELL WA 98011 2 05/13/98 00
0430938530 03 07/01/98 0
1513589555 O 06/01/28
0
1767427 074/G01 F 248,000.00 ZZ
360 247,630.73 1
3875 N COVE DRIVE 7.500 1,734.06 80
7.250 1,734.06 310,000.00
PROVO UT 84604 5 06/01/98 00
0430938571 05 07/01/98 0
1513590791 O 06/01/28
0
1767430 074/G01 F 89,250.00 ZZ
360 89,123.96 1
1
1501 NAVAJO STREET 7.875 647.13 75
7.625 647.13 119,000.00
CORTEZ CO 81321 5 06/01/98 00
0430938605 05 07/01/98 0
1513592050 O 06/01/28
0
1767435 074/G01 F 258,000.00 ZZ
360 257,634.62 1
567 MIDDLEPOINT ROAD 7.750 1,848.35 80
7.500 1,848.35 324,000.00
PORT TOWNSEND WA 98368 5 05/21/98 00
0430938654 05 07/01/98 0
1513593155 O 06/01/28
0
1767436 074/G01 F 272,000.00 ZZ
360 271,584.78 1
18020 57TH AVENUE NE 7.375 1,878.64 71
7.125 1,878.64 385,000.00
SEATTLE WA 98155 5 06/04/98 00
0430938662 05 07/01/98 0
1513593698 O 06/01/28
0
1767437 074/G01 F 500,000.00 ZZ
360 499,638.11 1
302 PROSPECT STREET 7.625 3,538.97 80
7.375 3,538.97 630,000.00
SEATTLE WA 98109 5 06/11/98 00
0430938670 05 08/01/98 0
1513593949 O 07/01/28
0
1767438 074/G01 F 323,000.00 ZZ
360 322,766.23 1
12211 184TH AVENUE NE 7.625 2,286.17 70
7.375 2,286.17 468,000.00
REDMOND WA 98052 2 06/19/98 00
0430938688 05 08/01/98 0
1513594067 O 07/01/28
0
1767441 074/G01 F 350,000.00 ZZ
360 349,478.86 1
9 CALIMO CIRCLE 7.500 2,447.26 59
7.250 2,447.26 600,000.00
SANTA FE NM 87505 2 05/29/98 00
0430938712 05 07/01/98 0
1
1513596186 O 06/01/28
0
1767442 074/G01 F 257,000.00 ZZ
360 256,809.27 1
425 NE HOSTMARK STREET 7.500 1,796.98 65
7.250 1,796.98 400,000.00
POULSBO WA 98370 2 06/15/98 00
0430938720 05 08/01/98 0
1513596914 O 07/01/28
0
1767443 074/G01 F 255,000.00 ZZ
360 254,815.44 1
32613 NE 202ND STREET 7.625 1,804.87 80
7.375 1,804.87 320,000.00
DUVALL WA 98019 2 06/08/98 00
0430938738 05 08/01/98 0
1513598884 O 07/01/28
0
1767445 074/G01 F 338,300.00 ZZ
360 338,029.47 1
28601 NE 63RD WAY 7.125 2,279.19 79
6.875 2,279.19 430,000.00
CARNATION WA 98014 2 06/10/98 00
0430938753 03 08/01/98 0
1513600057 O 07/01/28
0
1767448 074/G01 F 497,350.00 ZZ
360 496,990.03 1
1404 HARDOUIN AVENUE 7.625 3,520.21 79
7.375 3,520.21 635,000.00
AUSTIN TX 78703 2 06/25/98 00
0430938787 05 08/01/98 0
1520021130 O 07/01/28
0
1767456 074/G01 F 400,000.00 ZZ
360 399,680.13 1
17 HEDGE LANE 7.125 2,694.87 62
6.875 2,694.87 650,000.00
AUSTIN TX 78746 2 06/19/98 00
0430938852 03 08/01/98 0
1520023612 O 07/01/28
0
1
1767457 074/G01 F 563,750.00 ZZ
360 563,299.18 1
1887 WESTLAKE DRIVE 7.125 3,798.09 69
6.875 3,798.09 820,000.00
AUSTIN TX 78746 2 06/15/98 00
0430938860 05 08/01/98 0
1520023656 O 07/01/28
0
1767461 074/G01 F 324,630.00 ZZ
360 324,370.40 1
10 AZELEA TRAIL LANE 7.125 2,187.09 62
6.875 2,187.09 525,000.00
BELLAIRE TX 77401 2 06/24/98 00
0430938902 03 08/01/98 0
1521050563 O 07/01/28
0
1767464 074/G01 F 254,200.00 ZZ
360 254,001.70 1
14823 SPARKLING BAY LANE 7.250 1,734.09 80
7.000 1,734.09 318,000.00
HOUSTON TX 77062 2 06/25/98 00
0430938928 03 08/01/98 0
1522031746 O 07/01/28
0
1767469 074/G01 F 257,600.00 ZZ
360 257,403.99 1
5925 TIBURON DRIVE 7.375 1,779.18 73
7.125 1,779.18 355,000.00
PLANO TX 75093 2 06/19/98 00
0430938977 03 08/01/98 0
1524023046 O 07/01/28
0
1767472 074/G01 F 192,400.00 ZZ
360 192,264.20 1
3113 PHILLIP DRIVE 7.750 1,378.38 77
7.500 1,378.38 250,000.00
HURST TX 76054 2 06/16/98 00
0430939009 05 08/01/98 0
1525009404 O 07/01/28
0
1767473 074/G01 F 280,000.00 ZZ
360 279,797.35 1
5120 TRINITY DRIVE LANDING W 7.625 1,981.82 80
7.375 1,981.82 350,000.00
1
FT WORTH TX 76132 2 06/05/98 00
0430939017 05 08/01/98 0
1525012679 O 07/01/28
0
1767475 074/G01 F 383,250.00 ZZ
360 382,951.03 1
3 GREYFRIARS 7.250 2,614.44 53
7.000 2,614.44 725,000.00
SAN ANTONIO TX 78257 2 06/19/98 00
0430939033 09 08/01/98 0
1526021030 O 07/01/28
0
1767496 074/G01 F 72,400.00 ZZ
360 72,340.65 1
15950 NORTH 6000 WEST 7.000 481.68 80
6.750 481.68 90,500.00
GARLAND UT 84312 5 06/23/98 00
0430939231 05 08/01/98 0
1552024488 O 07/01/28
0
1767575 074/G01 F 650,000.00 ZZ
360 649,517.60 1
15770 WOOD ACRES ROAD 7.500 4,544.90 60
7.250 4,544.90 1,100,000.00
LOS GATOS CA 95030 5 06/09/98 00
0430939934 05 08/01/98 0
1561407852 O 07/01/28
0
1767600 074/G01 F 253,000.00 ZZ
360 252,802.63 1
3915 ABBEYWOOD DR 7.250 1,725.91 68
7.000 1,725.91 375,000.00
PEARLAND TX 77584 2 06/19/98 00
0430940205 05 08/01/98 0
1563210418 O 07/01/28
0
1767606 074/G01 F 407,900.00 ZZ
360 407,581.80 1
13279 HUNTERS VIEW 7.250 2,782.60 80
7.000 2,782.60 510,000.00
SAN ANTONIO TX 78230 2 06/24/98 00
0430940247 05 08/01/98 0
1563212424 O 07/01/28
0
1
1767607 074/G01 F 266,250.00 ZZ
360 266,062.08 1
RT2 BOX 373 7.750 1,907.45 75
7.500 1,907.45 355,000.00
WHITESBORO TX 76273 2 06/22/98 00
0430940254 05 08/01/98 0
1563213290 O 07/01/28
0
1767608 074/G01 F 40,000.00 ZZ
360 39,946.14 1
1206 DORCHESTER COURT 8.000 293.51 58
7.750 293.51 70,000.00
YUKON OK 73099 2 05/22/98 00
0430940262 05 07/01/98 0
1563213471 O 06/01/28
0
1767609 074/G01 F 509,000.00 ZZ
360 508,622.26 1
78 NORTHGATE DR 7.500 3,559.01 76
7.250 3,559.01 675,000.00
THE WOODLANDS TX 77380 2 06/23/98 00
0430940270 03 08/01/98 0
1563214452 O 07/01/28
0
1767622 074/G01 F 442,000.00 ZZ
360 441,646.54 1
95 NORTHGATE DRIVE 7.125 2,977.84 77
6.875 2,977.84 580,000.00
THE WOODLANDS TX 77380 2 06/11/98 00
0430940403 03 08/01/98 0
1563216844 O 07/01/28
0
1767626 074/G01 F 300,000.00 ZZ
360 299,765.97 1
1206 BOWIE COURT 7.250 2,046.53 80
7.000 2,046.53 375,000.00
SOUTHLAKE TX 76092 2 06/24/98 00
0430940437 05 08/01/98 0
1563217428 O 07/01/28
0
1767631 074/G01 F 366,000.00 ZZ
360 365,714.48 1
1
47 S TAYLOR POINT DRIVE 7.250 2,496.77 78
7.000 2,496.77 475,000.00
THE WOODLANDS TX 77382 5 06/25/98 00
0430940486 05 08/01/98 0
1563218668 O 07/01/28
0
1767644 074/G01 F 1,000,000.00 ZZ
360 999,239.07 1
6841 COOPER POINT ROAD NW 7.375 6,906.76 75
7.125 6,906.76 1,350,000.00
OLYMPIA WA 98502 2 06/10/98 00
0430940601 05 08/01/98 0
1565202385 O 07/01/28
0
1767645 074/G01 F 82,500.00 ZZ
360 82,343.90 1
4030 S 148TH STREET 7.500 576.86 74
7.250 576.86 112,000.00
SEATTLE WA 98168 2 06/09/98 00
0430940619 05 08/01/98 0
1565202400 O 07/01/28
0
1767648 074/G01 F 251,250.00 ZZ
360 251,072.67 1
5422 ORCA DRIVE NE 7.750 1,799.99 83
7.500 1,799.99 305,000.00
TACOMA WA 98422 2 06/03/98 11
0430940635 03 08/01/98 12
1565202760 O 07/01/28
0
1767649 074/G01 F 380,000.00 ZZ
360 379,717.98 1
25755 NE MELOTT ROAD 7.500 2,657.02 80
7.250 2,657.02 475,000.00
HILLSBORO OR 97123 2 06/04/98 00
0430940643 05 08/01/98 0
1565202975 O 07/01/28
0
1767661 074/G01 F 255,350.00 ZZ
360 255,150.80 1
1523 S COUNTRY CLUB D 7.250 1,741.94 80
7.000 1,741.94 320,000.00
CAMANO ISLAND WA 98292 2 06/22/98 00
0430940767 03 08/01/98 0
1
1565205850 O 07/01/28
0
1767662 074/G01 F 347,000.00 ZZ
360 346,732.60 1
31867 HERMAN ROAD 7.375 2,396.65 72
7.125 2,396.65 485,000.00
EUGENE OR 97408 2 06/17/98 00
0430940775 05 08/01/98 0
1565205860 O 07/01/28
0
1767785 074/G01 F 152,000.00 ZZ
360 151,895.39 1
3218 LA AVENIDA DE SAN MARCOS 7.875 1,102.11 80
7.625 1,102.11 190,000.00
SANTA FE NM 87505 2 06/18/98 00
0430941922 09 08/01/98 0
1569213984 O 07/01/28
0
1767786 074/G01 F 308,000.00 T
360 307,777.07 1
3101 OLD PECOS TRAIL 7.625 2,180.01 65
7.375 2,180.01 475,000.00
SANTA FE NM 87501 2 06/04/98 00
0430941930 01 08/01/98 0
1569214149 O 07/01/28
0
1767801 074/G01 F 265,000.00 ZZ
360 264,803.33 1
357 LAKE VALLEY DRIVE 7.500 1,852.92 41
7.250 1,852.92 659,000.00
FRANKLIN TN 37069 2 06/23/98 00
0430942078 03 08/01/98 0
1577134500 O 07/01/28
0
1767803 074/G01 F 275,000.00 ZZ
360 274,785.47 1
12017 ROYAL LYTHAM 7.250 1,875.99 71
7.000 1,875.99 390,500.00
CHARLOTTE NC 28277 2 06/22/98 00
0430942094 03 08/01/98 0
1577135591 O 07/01/28
0
1
1767807 074/G01 F 103,200.00 ZZ
360 103,121.47 1
153 MANSFIELD CIRCLE 7.375 712.78 94
7.125 712.78 110,000.00
LEEPNGTON SC 29072 2 06/12/98 04
0430942136 05 08/01/98 30
1577141947 O 07/01/28
0
1767811 074/G01 F 205,000.00 ZZ
360 204,851.60 1
442 BROOK BLUFF LANE 7.625 1,450.98 64
7.375 1,450.98 325,000.00
FORT MILL SC 29715 2 06/10/98 00
0430942169 05 08/01/98 0
1577144242 O 07/01/28
0
1767813 074/G01 F 297,750.00 ZZ
360 297,529.02 1
348 SHORELINE LOOP 7.500 2,081.92 75
7.250 2,081.92 397,000.00
MOORESVILLE NC 28115 2 06/24/98 00
0430942185 05 08/01/98 0
1577144821 O 07/01/28
0
1767816 074/G01 F 254,000.00 ZZ
360 253,801.85 1
380 PELICAN COVE ROAD 7.250 1,732.73 90
7.000 1,732.73 285,000.00
WESTMINSTER SC 29693 2 06/19/98 04
0430942219 05 08/01/98 25
1577145030 O 07/01/28
0
1767818 074/G01 F 232,000.00 ZZ
360 231,836.25 1
132 THORA DRIVE 7.750 1,662.08 70
7.500 1,662.08 335,000.00
JAMESTOWN NC 27282 2 06/12/98 00
0430942235 03 08/01/98 0
1577145529 O 07/01/28
0
1767822 074/G01 F 390,000.00 ZZ
360 389,680.32 1
125 HUNTER SPRING LANE 7.000 2,594.68 71
6.750 2,594.68 550,000.00
1
MOORESVILLE NC 28115 2 06/11/98 00
0430942276 03 08/01/98 0
1577146124 O 07/01/28
0
1767823 074/G01 F 268,000.00 ZZ
360 267,790.93 1
9323 PENSHURST TRAIL 7.250 1,828.24 80
7.000 1,828.24 335,000.00
CHARLOTTE NC 28210 2 06/11/98 00
0430942284 05 08/01/98 0
1577146157 O 07/01/28
0
1767827 074/G01 F 308,000.00 ZZ
360 307,759.72 1
136 JUTLAND LANE 7.250 2,101.11 80
7.000 2,101.11 385,000.00
GEORGETOWN SC 29440 2 06/17/98 00
0430942334 03 08/01/98 0
1577147182 O 07/01/28
0
1767830 074/G01 F 266,200.00 ZZ
360 265,987.12 1
6037 SHARON ACRES ROAD 7.125 1,793.44 87
6.875 1,793.44 308,000.00
CHARLOTTE NC 28210 2 06/19/98 12
0430942367 05 08/01/98 25
1577147524 O 07/01/28
0
1767831 074/G01 F 266,000.00 ZZ
360 265,797.59 1
351 PICKNEY LANE 7.375 1,837.20 70
7.125 1,837.20 380,000.00
GEORGETOWN SC 29440 2 06/15/98 00
0430942375 05 08/01/98 0
1577147626 O 07/01/28
0
1767839 074/G01 F 88,800.00 ZZ
360 88,740.41 1
1011 TRAYLOR ROAD 8.000 651.59 95
7.750 651.59 93,500.00
SHARON SC 29742 2 06/10/98 12
0430942433 05 08/01/98 30
1577148287 O 07/01/28
0
1
1767843 074/G01 F 313,500.00 ZZ
360 312,667.34 1
200 COMMODORE COURT 7.500 2,192.04 78
7.250 2,192.04 405,000.00
BELMONT NC 28012 2 06/17/98 00
0430942466 03 08/01/98 0
1577149596 O 07/01/28
0
1767844 074/G01 F 241,650.00 ZZ
360 241,456.75 1
21911 SATILLA DR 7.125 1,628.05 75
6.875 1,628.05 325,000.00
CORNELIUS NC 28031 2 06/16/98 00
0430942474 05 08/01/98 0
1577149621 O 07/01/28
0
1767845 074/G01 F 265,000.00 ZZ
360 264,782.77 1
6916 CAMERON GLEN DRIVE 7.000 1,763.06 74
6.750 1,763.06 360,000.00
CHARLOTTE NC 28210 2 06/22/98 00
0430942482 03 08/01/98 0
1577149971 O 07/01/28
0
1767853 074/G01 F 289,000.00 ZZ
360 288,780.09 1
2601 SILVER CLOUD 7.375 1,996.06 40
7.125 1,996.06 728,000.00
PARK CITY UT 84060 5 06/12/98 00
0430942557 05 08/01/98 0
1579083455 O 07/01/28
0
1767854 074/G01 F 150,000.00 ZZ
360 149,880.05 1
10877 S SURREY MEADOW 7.125 1,010.58 65
6.875 1,010.58 231,000.00
S JORDAN UT 84095 5 06/09/98 00
0430942565 05 08/01/98 0
1579083820 O 07/01/28
0
1767855 074/G01 F 140,000.00 ZZ
360 139,890.78 1
1
758 E PINEWOOD CIRCLE 7.250 955.05 80
7.000 955.05 175,000.00
SANDY UT 84094 5 06/05/98 00
0430942573 05 08/01/98 0
1579084200 O 07/01/28
0
1767860 074/G01 F 259,200.00 ZZ
360 259,007.01 1
1120 N MEADOWLARK DRIVE 7.500 1,812.36 80
7.250 1,812.36 324,000.00
BERTHOUD CO 80513 5 06/09/98 00
0430942615 05 08/01/98 0
1579085031 O 07/01/28
0
1767954 074/G01 F 197,000.00 ZZ
360 196,857.41 1
1939 W 13930 S 7.625 1,394.36 57
7.375 1,394.36 350,000.00
BLUFFDALE UT 84065 5 06/18/98 00
0430942714 05 08/01/98 0
1579086147 O 07/01/28
0
1767955 074/G01 F 90,000.00 ZZ
360 89,934.86 1
4757 S 3685 W 7.625 637.02 65
7.375 637.02 138,500.00
SALT LAKE CITY UT 84118 5 06/24/98 00
0430942722 05 08/01/98 0
1579086442 O 07/01/28
0
1767957 074/G01 F 300,000.00 ZZ
360 299,771.72 1
2835 N 3850 E 7.375 2,072.03 80
7.125 2,072.03 375,000.00
EDEN UT 84310 5 06/18/98 00
0430942730 05 08/01/98 0
1579086475 O 07/01/28
0
1767980 074/G01 F 395,000.00 ZZ
360 394,706.85 1
16 STONE TOWER LANE 7.500 2,761.90 59
7.250 2,761.90 675,000.00
BARRINGTON RI 02806 2 06/05/98 00
0430942920 05 08/01/98 0
1
1580092125 O 07/01/28
0
1768012 074/G01 F 247,500.00 ZZ
360 247,306.92 1
11694 CALI COURT 7.250 1,688.39 90
7.000 1,688.39 275,000.00
CONCORD OH 44077 2 06/09/98 12
0430943241 05 08/01/98 25
1581198507 O 07/01/28
0
1768015 074/G01 F 243,000.00 ZZ
360 242,815.09 1
7573 NORTHRIDGE RO 7.375 1,678.35 90
7.125 1,678.35 270,000.00
JOHNSTOWN OH 43031 2 06/17/98 10
0430943266 05 08/01/98 25
1581198813 O 07/01/28
0
1768024 074/G01 F 325,000.00 ZZ
360 324,747.52 1
50326 TOP OF THE HILL 7.625 2,300.33 72
7.375 2,300.33 455,000.00
PLYMOUTH TWP MI 48170 5 06/24/98 00
0430943357 03 08/01/98 0
1581201102 O 07/01/28
0
1768025 074/G01 F 52,000.00 ZZ
360 51,960.42 1
25920 COUNTY ROAD 653 7.375 359.16 64
7.125 359.16 82,000.00
GOBLES MI 49055 5 06/16/98 00
0430943365 05 08/01/98 0
1581201113 O 07/01/28
0
1768037 074/G01 F 274,400.00 ZZ
360 274,229.44 1
669 FOXHALL 8.375 2,085.64 80
8.125 2,085.64 343,000.00
BLOOMFIELD HILL MI 48304 5 06/24/98 00
0430943464 05 08/01/98 0
1581205930 O 07/01/28
0
1
1768041 074/G01 F 124,000.00 ZZ
360 123,922.93 1
3806 BEECH 8.375 942.49 80
8.125 942.49 155,000.00
PITTSFIELD TWP MI 48197 5 06/26/98 00
0430943480 05 08/01/98 0
1581208054 O 07/01/28
0
1768043 074/G01 F 366,000.00 ZZ
360 365,754.42 1
POINT BOX 62 8.000 2,685.58 80
7.750 2,685.58 462,000.00
OTTERTAIL MN 56571 5 06/04/98 00
0430943506 05 08/01/98 0
1583103691 O 07/01/28
0
1768053 074/G01 F 450,000.00 ZZ
360 449,682.39 1
3450 HIGHLAND ROAD 7.750 3,223.86 75
7.500 3,223.86 600,000.00
MINNESTRISTA MN 55364 5 06/10/98 00
0430943605 05 08/01/98 0
1583113196 O 07/01/28
0
1768054 074/G01 F 292,000.00 ZZ
360 291,777.80 1
2124 KENWOOD PARKWAY 7.375 2,016.78 63
7.125 2,016.78 465,000.00
MINNEAPOLIS MN 55405 5 06/16/98 00
0430943613 05 08/01/98 0
1583113505 O 07/01/28
0
1768055 074/G01 F 92,000.00 ZZ
360 91,933.40 1
2907 MILTON BOULEVARD 7.625 651.18 45
7.375 651.18 205,000.00
SAINT LOUIS MO 63104 2 06/16/98 00
0430943621 05 08/01/98 0
1583114097 O 07/01/28
0
1768058 074/G01 F 395,000.00 ZZ
360 394,699.43 1
8845 EAST NOEL LANE 7.375 2,728.17 75
7.125 2,728.17 530,000.00
1
ROGERSVILLE MO 65742 2 06/25/98 00
0430943654 05 08/01/98 0
1583115861 O 07/01/28
0
1768059 074/G01 F 277,500.00 ZZ
360 277,283.52 1
26325 WOODLAND PARKWAY 7.250 1,893.04 75
7.000 1,893.04 370,000.00
ZIMMERMAN MN 55398 2 06/08/98 00
0430943662 05 08/01/98 0
1583115974 O 07/01/28
0
1768062 074/G01 F 490,000.00 ZZ
360 489,662.78 1
6 MERILANE AVENUE 7.875 3,552.85 58
7.625 3,552.85 850,000.00
EDINA MN 55436 2 06/12/98 00
0430943688 05 08/01/98 0
1583116434 O 07/01/28
0
1768067 074/G01 F 175,200.00 ZZ
360 175,069.97 1
15913 GRAHAM 7.500 1,225.03 78
7.250 1,225.03 225,000.00
PLEASANT HILL MO 64080 5 06/08/98 00
0430943720 05 08/01/98 0
1583117540 O 07/01/28
0
1768069 074/G01 F 110,000.00 ZZ
360 109,924.30 1
301 CHARLES STREET 7.875 797.58 71
7.625 797.58 155,000.00
LONG LAKE MN 55356 5 06/10/98 00
0430943746 05 08/01/98 0
1583119002 O 07/01/28
0
1768070 074/G01 F 108,000.00 ZZ
360 107,921.44 1
20 GREEN PINE CIRCLE 7.625 764.42 80
7.375 764.42 135,000.00
SAINT PETERS MO 63376 2 06/11/98 00
0430943753 05 08/01/98 0
1583119363 O 07/01/28
0
1
1768072 074/G01 F 312,000.00 ZZ
360 311,785.28 1
11539 RASPBERRY HILL R 7.875 2,262.22 80
7.625 2,262.22 390,000.00
EDEN PRAIRIE MN 55344 5 06/17/98 00
0430943779 05 08/01/98 0
1583120715 O 07/01/28
0
1768074 074/G01 F 76,000.00 ZZ
360 75,946.35 1
1733 LARK AVENUE EAST 7.750 544.48 80
7.500 544.48 95,000.00
MAPLEWOOD MN 55109 5 06/18/98 00
0430943795 05 08/01/98 0
1583121081 O 07/01/28
0
1768078 074/G01 F 486,000.00 ZZ
360 485,620.87 1
134 EDGEWOOD ROAD 7.250 3,315.38 72
7.000 3,315.38 680,000.00
ARDMORE PA 19003 2 06/19/98 00
0430943837 05 08/01/98 0
1587104324 O 07/01/28
0
1768079 074/G01 F 284,600.00 ZZ
360 284,388.78 1
9435 WOODED GLEN AVENUE 7.500 1,989.97 80
7.250 1,989.97 359,000.00
BURKE VA 22015 2 06/05/98 00
0430943845 03 08/01/98 0
1587111793 O 07/01/28
0
1768085 074/G01 F 360,000.00 ZZ
360 359,739.44 1
1112 BRYN MAWR ROAD 7.625 2,548.06 80
7.375 2,548.06 450,000.00
BALTIMORE MD 21210 5 06/08/98 00
0430943902 05 08/01/98 0
1587126510 O 07/01/28
0
1768088 074/G01 F 315,000.00 ZZ
360 314,772.00 1
1
8286 TABOR LANE 7.625 2,229.56 73
7.375 2,229.56 435,000.00
FAIRFAX VA 22039 2 06/05/98 00
0430943928 03 08/01/98 0
1587127294 O 07/01/28
0
1768091 074/G01 F 227,000.00 ZZ
360 226,843.78 1
109 MOORE DRIVE 7.875 1,645.91 75
7.625 1,645.91 305,000.00
MEDIA PA 19063 2 06/04/98 00
0430943944 05 08/01/98 0
1587127738 O 07/01/28
0
1768100 074/G01 F 280,800.00 ZZ
360 280,601.81 1
208 OLD LANDING COURT 7.750 2,011.69 80
7.500 2,011.69 351,000.00
FREDERICKSBURG VA 22405 5 06/24/98 00
0430944041 05 08/01/98 0
1587130583 O 07/01/28
0
1768101 074/G01 F 320,000.00 ZZ
360 319,750.36 1
5303 SHERRILL AVENUE 7.250 2,182.97 72
7.000 2,182.97 450,000.00
CHEVY CHASE MD 20815 5 06/11/98 00
0430944058 05 08/01/98 0
1587130798 O 07/01/28
0
1768103 074/G01 F 268,000.00 ZZ
360 267,824.68 1
4713 KATHI DRIVE 8.125 1,989.90 75
7.875 1,989.90 360,000.00
BETHLEHEM PA 18017 2 06/25/98 00
0430944074 05 08/01/98 0
1587131021 O 07/01/28
0
1768105 074/G01 F 308,000.00 ZZ
360 307,771.41 1
1099 22ND STREET 7.500 2,153.59 80
7.250 2,153.59 385,000.00
WASHINGTON DC 20035 5 06/23/98 00
0430944082 06 08/01/98 0
1
1587131043 O 07/01/28
0
1768106 074/G01 F 340,000.00 ZZ
360 339,728.10 1
27 OBERLIN AVENUE 7.125 2,290.65 80
6.875 2,290.65 425,000.00
SWARTHMORE PA 19081 2 06/24/98 00
0430944090 05 08/01/98 0
1587131076 O 07/01/28
0
1768108 074/G01 F 70,500.00 ZZ
360 70,452.69 1
1791A JANNEY LANE 8.000 517.31 75
7.750 517.31 94,000.00
YARDLEY PA 19067 2 06/04/98 00
0430944116 01 08/01/98 0
1587131564 O 07/01/28
0
1768109 074/G01 F 256,000.00 ZZ
360 255,805.20 1
3109 CAMERON MILLS ROAD 7.375 1,768.13 80
7.125 1,768.13 320,000.00
ALEXANDRIA VA 22302 2 06/09/98 00
0430944124 05 08/01/98 0
1587131702 O 07/01/28
0
1768121 074/G01 F 172,000.00 ZZ
360 171,872.35 1
8818 WOODLAND DRIVE 7.500 1,202.65 80
7.250 1,202.65 215,000.00
SILVER SPRING MD 20910 5 06/12/98 00
0430944231 09 08/01/98 0
1587135077 O 07/01/28
0
1768123 074/G01 F 356,450.00 ZZ
360 356,185.45 1
2 BARN RIDGE COURT 7.500 2,492.36 78
7.250 2,492.36 457,000.00
SILVER SPRING MD 20906 5 06/18/98 00
0430944256 05 08/01/98 0
1587135259 O 07/01/28
0
1
1768154 074/G01 F 325,000.00 ZZ
360 324,770.62 1
9551 E BROADVIEW DRIVE 7.750 2,328.34 65
7.500 2,328.34 500,000.00
BAY HARBOR ISLA FL 33154 5 06/25/98 00
0430944520 05 08/01/98 0
1589197290 O 07/01/28
0
1768162 074/G01 F 312,000.00 ZZ
360 311,762.59 1
8427 SW 138 TERRACE 7.375 2,154.91 80
7.125 2,154.91 393,000.00
MIAMI FL 33158 5 06/11/98 00
0430944595 03 08/01/98 0
1589200147 O 07/01/28
0
1768169 074/G01 F 260,000.00 ZZ
360 259,816.49 1
817 SE 5 COURT 7.750 1,862.68 65
7.500 1,862.68 405,000.00
FT LAUDERDALE FL 33301 5 06/01/98 00
0430944645 05 08/01/98 0
1589200952 O 07/01/28
0
1768216 074/G01 F 134,400.00 ZZ
360 134,305.14 1
2526 SW 24TH COURT 7.750 962.86 80
7.500 962.86 168,000.00
MIAMI FL 33133 5 06/22/98 00
0430945030 05 08/01/98 0
1589211278 O 07/01/28
0
1768217 074/G01 F 172,000.00 ZZ
360 171,872.35 1
1108 MANDRIN ISLE 7.500 1,202.65 80
7.250 1,202.65 215,000.00
FORT LAUDERDALE FL 33315 5 06/23/98 00
0430945048 05 08/01/98 0
1589211380 O 07/01/28
0
1768225 074/G01 F 70,000.00 ZZ
360 69,948.04 1
2506 KLASS TERRACE 7.500 489.46 35
7.250 489.46 204,000.00
1
PORT CHARLOTTE FL 33981 5 06/22/98 00
0430945113 05 08/01/98 0
1589212714 O 07/01/28
0
1768231 074/G01 F 245,000.00 ZZ
360 244,831.38 1
1450 HIDDEN HARBOUR L 7.875 1,776.43 62
7.625 1,776.43 400,000.00
KISSIMMEE FL 34746 5 06/08/98 00
0430945147 03 08/01/98 0
1590085080 O 07/01/28
0
1768331 074/G01 F 327,200.00 ZZ
360 326,951.03 1
220 9TH STREET 7.375 2,259.89 80
7.125 2,259.89 409,000.00
HUNTINGTON BEAC CA 92648 1 06/15/98 00
0430946020 05 08/01/98 0
1595105016 O 07/01/28
0
1768336 074/G01 F 288,000.00 ZZ
360 287,624.05 1
2268 LANE PAZ DRIVE 7.250 1,964.67 80
7.000 1,964.67 360,000.00
CLAREMONT CA 91711 1 06/16/98 00
0430946061 05 08/01/98 0
1595105526 O 07/01/28
0
1768337 074/G01 F 260,000.00 ZZ
360 259,797.17 1
1832 N BEVERLY GLEN B 7.250 1,773.66 80
7.000 1,773.66 325,000.00
LOS ANGELES CA 90077 1 06/23/98 00
0430946079 05 08/01/98 0
1595105898 O 07/01/28
0
1768339 074/G01 F 260,000.00 ZZ
360 259,807.04 1
5090 WESTMINSTER TER 7.500 1,817.96 80
7.250 1,817.96 325,000.00
SAN DIEGO CA 92116 5 06/18/98 00
0430946087 05 08/01/98 0
1595106198 O 07/01/28
0
1
1768340 074/G01 F 260,000.00 ZZ
360 259,807.04 1
19372 WORCHESTER LANE 7.500 1,817.96 80
7.250 1,817.96 325,000.00
HUNTINGTON BEAC CA 92646 1 06/17/98 00
0430946095 05 08/01/98 0
1595106336 O 07/01/28
0
1768341 074/G01 F 528,000.00 ZZ
360 527,567.20 1
1105 VIA CURVA 7.000 3,512.80 80
6.750 3,512.80 660,000.00
PALOS VERDES ES CA 90274 5 06/19/98 00
0430946103 05 08/01/98 0
1595106438 O 07/01/28
0
1768342 074/G01 F 270,000.00 ZZ
360 269,789.37 1
854 ROSS ROAD 7.250 1,841.88 90
7.000 1,841.88 300,000.00
EL CENTRO CA 92243 1 06/23/98 14
0430946111 05 08/01/98 25
1595106777 O 07/01/28
0
1768343 074/G01 F 268,000.00 ZZ
360 267,790.93 1
4493 TORREY PINES DR 7.250 1,828.24 95
7.000 1,828.24 282,124.00
CHINO HILLS CA 91709 1 06/18/98 11
0430946129 03 08/01/98 30
1595106981 O 07/01/28
0
1768344 074/G01 F 245,100.00 ZZ
360 244,903.99 1
5819 E AVENIDA SERRA 7.125 1,651.29 95
6.875 1,651.29 258,000.00
ANAHEIM CA 92807 1 06/19/98 12
0430946137 05 08/01/98 30
1595107011 O 07/01/28
0
1768347 074/G01 F 975,000.00 ZZ
360 974,195.31 1
1
784 OCAMPO DR 7.625 6,900.99 64
7.375 6,900.99 1,525,000.00
LOS ANGELES CA 90272 2 06/24/98 00
0430946160 05 08/01/98 0
1595107055 O 07/01/28
0
1768348 074/G01 F 242,000.00 ZZ
360 241,811.21 1
9018 SKYLINE BLVD 7.250 1,650.87 76
7.000 1,650.87 320,000.00
OAKLAND CA 94611 2 06/23/98 00
0430946178 05 08/01/98 0
1595107113 O 07/01/28
0
1768349 074/G01 F 257,000.00 ZZ
360 256,818.61 1
11717 SIERRA SKY DRIVE 7.750 1,841.18 77
7.500 1,841.18 335,000.00
WHITTIER CA 90601 2 06/24/98 00
0430946186 03 08/01/98 0
1595107816 O 07/01/28
0
1768350 074/G01 F 343,900.00 ZZ
360 343,631.72 1
2403 CURTIS AVENUE 7.250 2,346.01 80
7.000 2,346.01 429,900.00
REDONDO BEACH CA 90278 1 06/24/98 00
0430946194 01 08/01/98 0
1595108138 O 07/01/28
0
1768351 074/G01 F 270,000.00 ZZ
360 269,784.08 1
1440 S OAKHURST DRIVE 7.125 1,819.05 63
6.875 1,819.05 434,000.00
LOS ANGELES CA 90035 1 06/10/98 00
0430946202 05 08/01/98 0
1596059865 O 07/01/28
0
1768352 074/G01 F 550,000.00 ZZ
360 549,560.17 1
4165 CHEVY CHASE DRIVE 7.125 3,705.46 50
6.875 3,705.46 1,100,000.00
LA CANADA-FLINT CA 91011 2 06/09/98 00
0430946210 05 08/01/98 0
1
1596066521 O 07/01/28
0
1768354 074/G01 F 441,600.00 ZZ
360 441,255.50 1
6438 DEERBROOK ROAD 7.250 3,012.50 80
7.000 3,012.50 552,035.00
OAK PARK CA 91301 1 06/11/98 00
0430946228 03 08/01/98 0
1596067047 O 07/01/28
0
1768355 074/G01 F 300,000.00 ZZ
360 299,765.97 1
39627 MANORGATE ROAD 7.250 2,046.53 73
7.000 2,046.53 412,958.00
PALM DESERT CA 92211 1 06/10/98 00
0430946236 03 08/01/98 0
1596069585 O 07/01/28
0
1768356 074/G01 F 785,000.00 ZZ
360 784,402.68 1
1694 FAIRMOUNT AVE 7.375 5,421.80 69
7.125 5,421.80 1,150,000.00
LA CANADA-FLINT CA 91011 2 06/05/98 00
0430946244 05 08/01/98 0
1596070880 O 07/01/28
0
1768357 074/G01 F 487,500.00 ZZ
360 487,080.27 1
726 NOWITA PLACE 6.750 3,161.92 69
6.500 3,161.92 715,000.00
VENICE CA 90291 1 06/17/98 00
0430946251 05 08/01/98 0
1596071146 O 07/01/28
0
1768359 074/G01 F 364,000.00 ZZ
360 363,458.01 1
1716 CORRALITOS AVENUE 7.500 2,545.15 80
7.250 2,545.15 455,000.00
SAN LUIS OBISPO CA 93401 5 05/28/98 00
0430946269 05 07/01/98 0
1596079603 O 06/01/28
0
1
1768360 074/G01 F 311,000.00 ZZ
360 310,751.29 1
2882 ANGELO DRIVE 7.125 2,095.27 58
6.875 2,095.27 540,000.00
LOS ANGELES CA 90077 2 06/23/98 00
0430946277 01 08/01/98 0
1596080690 O 07/01/28
0
1768362 074/G01 F 310,300.00 ZZ
360 310,051.86 1
3367 MONTAGNE WAY 7.125 2,090.55 80
6.875 2,090.55 387,900.00
THOUSAND OAKS CA 91362 1 06/05/98 00
0430946285 03 08/01/98 0
1596081140 O 07/01/28
0
1768363 074/G01 F 623,200.00 ZZ
360 622,713.84 1
4220 HAMPSTEAD ROAD 7.250 4,251.33 80
7.000 4,251.33 779,000.00
LA CANADA FLINT CA 91011 1 06/26/98 00
0430946293 05 08/01/98 0
1596081423 O 07/01/28
0
1768364 074/G01 F 247,200.00 ZZ
360 247,016.54 1
3214 FUTURA POINT 7.500 1,728.46 80
7.250 1,728.46 309,000.00
THOUSAND OAKS CA 91362 1 06/01/98 00
0430946301 05 08/01/98 0
1596081751 O 07/01/28
0
1768366 074/G01 F 264,000.00 ZZ
360 263,827.30 1
2345 TERRACE LANE 8.125 1,960.20 80
7.875 1,960.20 330,000.00
AGOURA CA 91301 1 06/18/98 00
0430946319 05 08/01/98 0
1596081988 O 07/01/28
0
1768367 074/G01 F 233,600.00 ZZ
360 233,426.63 1
32115 HARBORVIEW LANE 7.500 1,633.37 80
7.250 1,633.37 292,000.00
1
WESTLAKE VILLAG CA 91361 1 06/09/98 00
0430946327 09 08/01/98 0
1596082517 O 07/01/28
0
1768368 074/G01 F 477,600.00 ZZ
360 477,254.32 1
4620 FORMAN AVENUE 7.625 3,380.43 80
7.375 3,380.43 597,000.00
TOLUCA LAKE CA 91602 1 06/16/98 00
0430946335 05 08/01/98 0
1596082550 O 07/01/28
0
1768369 074/G01 F 228,000.00 ZZ
360 227,834.98 1
2007 S BEVERLY GLEN #102 7.625 1,613.77 80
7.375 1,613.77 285,000.00
LOS ANGELES CA 90025 1 06/13/98 00
0430946343 01 08/01/98 0
1596082641 O 07/01/28
0
1768370 074/G01 F 343,900.00 ZZ
360 343,651.09 1
700 OLDSTONE PLACE 7.625 2,434.11 80
7.375 2,434.11 429,900.00
SIMI VALLEY CA 93065 1 06/10/98 00
0430946350 05 08/01/98 0
1596082700 O 07/01/28
0
1768371 074/G01 F 235,000.00 ZZ
360 234,829.91 1
10537 BLYTHE AVE 7.625 1,663.32 59
7.375 1,663.32 400,000.00
LOS ANGELES CA 90064 2 06/08/98 00
0430946368 05 08/01/98 0
1596082765 O 07/01/28
0
1768373 074/G01 F 240,000.00 ZZ
360 239,812.77 1
1246 HONEYSUCKLE COURT 7.250 1,637.23 80
7.000 1,637.23 300,000.00
THOUSAND OAKS CA 91360 2 06/02/98 00
0430946376 05 08/01/98 0
1596082823 O 07/01/28
0
1
1768374 074/G01 F 244,000.00 ZZ
360 243,823.40 2
10812 10814 OVERLAND AVE 7.625 1,727.02 80
7.375 1,727.02 305,000.00
CULVER CITY CA 90230 2 06/08/98 00
0430946384 05 08/01/98 0
1596083087 O 07/01/28
0
1768375 074/G01 F 252,000.00 ZZ
360 251,812.97 1
5140 E LOS FLORES 7.500 1,762.03 80
7.250 1,762.03 315,000.00
LONG BEACH CA 90815 1 06/01/98 00
0430946392 05 08/01/98 0
1596083327 O 07/01/28
0
1768376 074/G01 F 476,000.00 ZZ
360 475,609.83 1
10975 PRESILLA ROAD 7.000 3,166.84 80
6.750 3,166.84 600,000.00
CAMARILLO CA 93012 2 06/01/98 00
0430946400 05 08/01/98 0
1596084080 O 07/01/28
0
1768377 074/G01 F 280,000.00 ZZ
360 279,792.19 1
5445 GARDEN HWY 7.500 1,957.81 70
7.250 1,957.81 404,000.00
SACRAMENTO CA 95837 5 06/01/98 00
0430946418 05 08/01/98 0
1596084217 O 07/01/28
0
1768378 074/G01 F 428,000.00 ZZ
360 427,675.00 1
2600 DEODAR CIRCLE 7.500 2,992.64 80
7.250 2,992.64 535,000.00
PASADENA CA 91107 5 06/17/98 00
0430946426 05 08/01/98 0
1596084228 O 07/01/28
0
1768380 074/G01 F 300,000.00 ZZ
360 299,765.97 1
1
9045 BEVERLYWOOD STREET 7.250 2,046.53 67
7.000 2,046.53 453,000.00
LOS ANGELES CA 90034 2 06/11/98 00
0430946434 05 08/01/98 0
1596084239 O 07/01/28
0
1768381 074/G01 F 278,000.00 ZZ
360 277,793.68 1
2841 SUNNYGLEN ROAD 7.500 1,943.82 64
7.250 1,943.82 440,000.00
TORRANCE CA 90505 2 06/01/98 00
0430946442 05 08/01/98 0
1596084250 O 07/01/28
0
1768382 074/G01 F 565,000.00 ZZ
360 564,570.08 1
4571 WHITE OAK PLACE 7.375 3,902.32 80
7.125 3,902.32 710,000.00
ENCINO CA 91316 5 06/22/98 00
0430946459 05 08/01/98 0
1596084330 O 07/01/28
0
1768383 074/G01 F 316,000.00 ZZ
360 315,759.54 1
2452 GILLINGHAM CIRCLE 7.375 2,182.54 80
7.125 2,182.54 395,000.00
THOUSAND OAKS CA 91362 2 06/26/98 00
0430946467 05 08/01/98 0
1596084487 O 07/01/28
0
1768384 074/G01 F 524,000.00 ZZ
360 523,570.48 1
9600 CRESTA DRIVE 7.000 3,486.19 80
6.750 3,486.19 655,000.00
LOS ANGELES CA 90035 1 06/23/98 00
0430946475 07 08/01/98 0
1596084501 O 07/01/28
0
1768385 074/G01 F 340,000.00 ZZ
360 339,753.92 1
2250 NICHOLS CANYON RD 7.625 2,406.50 80
7.375 2,406.50 425,000.00
LOS ANGELES CA 90046 1 06/02/98 00
0430946483 05 08/01/98 0
1
1596084625 O 07/01/28
0
1768404 074/G01 F 735,000.00 ZZ
360 734,454.52 1
434 S CAMDEN DR 7.500 5,139.23 70
7.250 5,139.23 1,050,000.00
BEVERLY HILLS CA 90212 5 06/08/98 00
0430946640 05 08/01/98 0
1596086347 O 07/01/28
0
1768414 074/G01 F 360,000.00 ZZ
360 359,719.16 3
48 OZONE AVENUE 7.250 2,455.84 72
7.000 2,455.84 500,000.00
VENICE CA 90291 5 06/18/98 00
0430946715 05 08/01/98 0
1596086857 O 07/01/28
0
1768416 074/G01 F 489,000.00 ZZ
360 488,618.53 1
1255 LORAIN ROAD 7.250 3,335.85 71
7.000 3,335.85 689,000.00
SAN MARINO CA 91108 1 06/08/98 00
0430946731 05 08/01/98 0
1596087088 O 07/01/28
0
1768418 074/G01 F 305,000.00 ZZ
360 304,756.09 1
422 CRESTVALE DR 7.125 2,054.85 90
6.875 2,054.85 339,000.00
SIERRA MADRE CA 91024 1 06/16/98 12
0430946756 05 08/01/98 25
1596087146 O 07/01/28
0
1768428 074/G01 F 900,000.00 ZZ
360 899,243.89 1
5035 PRINCESS ANNE ROAD 6.875 5,912.36 75
6.625 5,912.36 1,200,000.00
LA CANADA-FLINT CA 91011 1 06/29/98 00
0430946855 05 08/01/98 0
1596088193 O 07/01/28
0
1
1768430 074/G01 F 186,200.00 ZZ
360 186,068.58 1
1412 DROLETTE WAY 7.750 1,333.96 72
7.500 1,333.96 260,000.00
BENICIA CA 94510 2 06/12/98 00
0430946863 05 08/01/98 0
1596088310 O 07/01/28
0
1768431 074/G01 F 650,000.00 ZZ
360 649,492.93 1
1444 SCHOOL HOUSE ROAD 7.250 4,434.15 62
7.000 4,434.15 1,050,000.00
SANTA BARBARA CA 93108 5 06/17/98 00
0430946871 05 08/01/98 0
1596088364 O 07/01/28
0
1768432 074/G01 F 300,000.00 ZZ
360 299,306.09 1
3747 BERRY DRIVE 7.375 2,072.03 80
7.125 2,072.03 375,000.00
STUDIO CITY CA 91604 1 06/13/98 00
0430946889 05 08/01/98 0
1596088433 O 07/01/28
0
1768436 074/G01 F 274,000.00 ZZ
360 273,791.51 1
2356 GLENDON AVENUE 7.375 1,892.45 66
7.125 1,892.45 420,000.00
LOS ANGELES CA 90064 2 06/23/98 00
0430946913 05 08/01/98 0
1596089527 O 07/01/28
0
1768475 074/G01 F 60,000.00 ZZ
360 59,690.14 1
1361 ANDRE STREET 7.625 424.68 80
7.375 424.68 75,000.00
BALTIMORE MD 21230 5 12/17/97 00
0430947267 05 02/01/98 0
1721183017 O 01/01/28
0
1768484 074/G01 F 349,000.00 ZZ
360 348,740.99 1
4809 CHEVY CHASE BLVD 7.500 2,440.26 73
7.250 2,440.26 480,000.00
1
CHEVY CHASE MD 20815 5 06/25/98 00
0430947341 05 08/01/98 0
1731174806 O 07/01/28
0
1768486 074/G01 F 266,800.00 ZZ
360 266,596.99 1
3307 CAROLINA PLACE 7.375 1,842.72 80
7.125 1,842.72 333,500.00
ALEXANDRIA VA 22305 2 06/23/98 00
0430947366 05 08/01/98 0
1731175467 O 07/01/28
0
1768499 074/G01 F 301,650.00 ZZ
360 301,431.67 1
10108 CROOKED CREEK CO 7.625 2,135.06 69
7.375 2,135.06 440,000.00
FAIRFAX STATION VA 22039 2 06/22/98 00
0430947499 03 08/01/98 0
1761144713 O 07/01/28
0
1768510 074/G01 F 297,000.00 ZZ
360 296,774.00 1
10233 BRITTENFORD DRIVE 7.375 2,051.31 52
7.125 2,051.31 576,000.00
VIENNA VA 22182 2 06/25/98 00
0430956037 03 08/01/98 0
1761151151 O 07/01/28
0
1768512 074/G01 F 502,720.00 T
360 502,356.15 1
1299 SANDCASTLE DRIVE 7.625 3,558.22 78
7.375 3,558.22 650,000.00
COROLLA NC 27927 2 06/25/98 00
0430956045 09 08/01/98 0
1784036232 O 07/01/28
0
1769437 976/976 F 276,000.00 ZZ
360 275,568.08 1
94-303 NANAMUA PLACE 7.250 1,882.81 80
7.000 1,882.81 345,000.00
MILILANI HI 96789 2 05/22/98 00
5138179 03 07/01/98 0
5138179 O 06/01/28
0
1
1769442 976/976 F 336,000.00 ZZ
360 335,512.07 1
7686 CAMINITO COROMANDEL 7.625 2,378.19 84
7.375 2,378.19 400,000.00
LA JOLLA CA 92037 2 05/06/98 11
5140954 01 07/01/98 12
5140954 O 06/01/28
0
1769443 976/976 F 148,000.00 ZZ
360 147,785.08 1
7822 NW 62ND TERRACE 7.625 1,047.54 80
7.375 1,047.54 186,000.00
PARKLAND FL 33067 1 06/02/98 00
5148687 03 07/01/98 0
5148687 O 06/01/28
0
1769444 976/976 F 370,000.00 ZZ
360 369,665.51 1
4630 MORRIS COURT 6.500 2,338.66 62
6.250 2,338.66 600,000.00
MASON OH 45040 1 06/16/98 00
5152092 03 08/01/98 0
5152092 O 07/01/28
0
1769445 976/976 F 601,000.00 ZZ
360 600,054.84 1
5491 N. CALLE ESTRELLA 7.500 4,202.28 79
7.250 4,202.28 770,000.00
TUCSON AZ 85749 2 05/15/98 00
5155913 03 07/01/98 0
5155913 O 06/01/28
0
1769446 976/976 F 145,800.00 ZZ
360 145,577.42 1
441 CHANDLER DRIVE 7.375 1,007.01 80
7.125 1,007.01 182,250.00
CHESAPEAKE VA 23320 1 05/27/98 00
5158117 05 07/01/98 0
5158117 O 06/01/28
0
1769447 976/976 F 320,000.00 ZZ
360 319,511.50 1
1
11015 CHANDLER ROAD 7.375 2,210.17 80
7.125 2,210.17 400,000.00
POTOMAC MD 20854 2 05/22/98 00
5158596 05 07/01/98 0
5158596 O 06/01/28
0
1769448 976/976 F 320,000.00 ZZ
360 319,499.22 1
7121 THOMAS BRANCH DRIVE 7.250 2,182.97 80
7.000 2,182.97 400,000.00
BETHESDA MD 20817 1 05/22/98 00
5158608 05 07/01/98 0
5158608 O 06/01/28
0
1769449 976/976 F 250,000.00 ZZ
360 249,492.89 1
9001 GOSHEN VALLEY DRIVE 6.875 1,642.33 71
6.625 1,642.33 352,500.00
GAITHERSBURG MD 20882 1 05/21/98 00
5158631 05 07/01/98 0
5158631 O 06/01/28
0
1769452 976/976 F 280,800.00 ZZ
360 280,580.94 1
47 PARK DRIVE 7.250 1,915.56 80
7.000 1,915.56 351,000.00
EASTCHESTER NY 10709 1 06/10/98 00
5164366 05 08/01/98 0
5164366 O 07/01/28
0
1769453 976/976 F 340,000.00 ZZ
360 339,753.92 1
35 PHEASANT RUN LANE 7.625 2,406.50 80
7.375 2,406.50 425,000.00
DIX HILLS NY 11746 1 06/15/98 00
5164630 05 08/01/98 0
5164630 O 07/01/28
0
1769455 976/976 F 325,000.00 ZZ
360 324,516.09 1
14943 YORK ROAD 7.500 2,272.45 74
7.250 2,272.45 440,000.00
SPARKS MD 21152 1 05/21/98 00
5170240 05 07/01/98 0
1
5170240 O 06/01/28
0
1769456 976/976 F 242,200.00 ZZ
360 239,938.15 1
1652 IMPERIAL CIRCLE 7.375 1,672.82 56
7.125 1,672.82 435,000.00
NAPERVILLE IL 60563 2 02/17/98 00
5172432 05 04/01/98 0
5172432 O 03/01/28
0
1769457 976/976 F 388,000.00 ZZ
360 387,719.18 1
23 DEERHORN TRAIL 7.625 2,746.24 78
7.375 2,746.24 500,000.00
UPPER SADDLE RI NJ 07458 2 06/04/98 00
5173629 05 08/01/98 0
5173629 O 07/01/28
0
1769458 976/976 F 104,000.00 ZZ
360 103,787.98 1
14114 EDGE POINT DRIVE 7.625 736.11 78
7.375 736.11 133,540.00
SAN ANTONIO TX 78230 1 05/12/98 00
5175612 03 07/01/98 0
5175612 O 06/01/28
0
1769459 976/976 F 109,300.00 ZZ
360 109,220.89 1
1926 EMERALD MIST 7.625 773.62 80
7.375 773.62 136,685.00
SAN ANTONIO TX 78230 1 06/04/98 00
5175654 03 08/01/98 0
5175654 O 07/01/28
0
1769460 976/976 F 355,950.00 ZZ
360 355,420.01 1
9546 CASTILLANA COURT 7.500 2,488.86 95
7.250 2,488.86 374,691.00
LAS VEGAS NV 89117 1 05/27/98 04
5177798 03 07/01/98 30
5177798 O 06/01/28
0
1
1769461 976/976 F 271,900.00 ZZ
360 271,677.12 1
103 VICTORIA COURT 7.000 1,808.96 80
6.750 1,808.96 339,900.00
DOWNINGTOWN PA 19335 1 06/05/98 00
5178692 03 08/01/98 0
5178692 O 07/01/28
0
1769462 976/976 F 386,700.00 ZZ
360 385,833.63 1
89 NURSERY WAY 7.500 2,703.87 80
7.250 2,703.87 487,450.00
SOUTH SAN FRANC CA 94080 1 04/24/98 00
5179420 03 06/01/98 0
5179420 O 05/01/28
0
1769463 976/976 F 154,100.00 ZZ
360 153,864.74 1
1511 PENINSULA DRIVE 7.375 1,064.34 80
7.125 1,064.34 192,663.00
ROCKLIN CA 95765 1 05/11/98 00
5185906 05 07/01/98 0
5185906 O 06/01/28
0
1769464 976/976 F 344,000.00 ZZ
240 343,359.43 1
1408 FALLS CREST DRIVE 7.250 2,718.90 80
7.000 2,718.90 430,000.00
FALLSTON MD 21047 2 06/10/98 00
5186212 05 08/01/98 0
5186212 O 07/01/18
0
1769465 976/976 F 233,600.00 ZZ
360 233,252.18 1
12003 SMOKETREE ROAD 7.500 1,633.37 80
7.250 1,633.37 292,000.00
POTOMAC MD 20854 1 05/15/98 00
5186221 05 07/01/98 0
5186221 O 06/01/28
0
1769466 976/976 F 260,000.00 ZZ
360 259,561.87 1
8008 INSPECTION HOUSE ROAD 6.875 1,708.02 80
6.625 1,708.02 325,000.00
1
POTOMAC MD 20854 1 05/28/98 00
5186278 05 07/01/98 0
5186278 O 06/01/28
0
1769467 976/976 F 596,000.00 ZZ
360 595,546.49 1
2631 ACUNA COURT 7.375 4,116.43 80
7.125 4,116.43 745,000.00
CARLSBAD CA 92009 1 06/01/98 00
5192424 05 08/01/98 0
5192424 O 07/01/28
0
1769468 976/976 F 256,000.00 ZZ
360 255,426.97 1
1411 BIG RED ROAD 7.625 1,811.96 80
7.375 1,811.96 320,000.00
ALPINE CA 91901 1 05/12/98 00
5192489 05 07/01/98 0
5192489 O 06/01/28
0
1769469 976/976 F 291,150.00 ZZ
360 290,716.49 1
229 JACOB LANE 7.500 2,035.77 80
7.250 2,035.77 363,958.00
ENCINITAS CA 92024 1 05/20/98 00
5192550 05 07/01/98 0
5192550 O 06/01/28
0
1769470 976/976 F 272,000.00 ZZ
360 271,375.25 1
159 SHEPHARD LANE 7.375 1,878.64 55
7.125 1,878.64 500,000.00
ROSLYN NY 11557 2 04/22/98 00
5194192 05 06/01/98 0
5194192 O 05/01/28
0
1769471 976/976 F 298,750.00 ZZ
360 298,316.16 1
17 EDGEWOOD PLACE 7.625 2,114.54 78
7.375 2,114.54 385,000.00
GREAT NECK NY 11024 1 05/20/98 00
5194303 05 07/01/98 0
5194303 O 06/01/28
0
1
1769472 976/976 F 250,000.00 ZZ
360 248,531.95 1
44 COLONIAL LANE 6.875 1,642.33 48
6.625 1,642.33 530,000.00
RIDGEFIELD CT 06877 2 02/25/98 00
5194406 05 04/01/98 0
5194406 O 03/01/28
0
1769473 976/976 F 275,000.00 ZZ
360 274,805.90 1
425 EAST 58TH STREET 7.750 1,970.14 38
7.500 1,970.14 740,000.00
NEW YORK NY 10022 2 06/02/98 00
5194554 12 08/01/98 0
5194554 O 07/01/28
0
1769475 976/976 F 850,000.00 ZZ
360 848,636.50 1
166 DUANE STREET, UNIT 9C 7.125 5,726.61 61
6.875 5,726.61 1,395,000.00
NEW YORK NY 10013 1 05/28/98 00
5194900 06 07/01/98 0
5194900 O 06/01/28
0
1769476 976/976 F 84,000.00 ZZ
360 83,878.01 1
70 CELESTIAL WAY 210 7.625 594.55 60
7.375 594.55 140,000.00
JUNO BEACH FL 33408 2 05/12/98 00
5197139 06 07/01/98 0
5197139 O 06/01/28
0
1769477 976/976 F 273,000.00 ZZ
312 271,389.52 1
106 MERCER AVENUE 7.500 1,991.29 75
7.250 1,991.29 365,000.00
HARTSDALE NY 10530 2 03/10/98 00
5201759 05 05/01/98 0
5201759 O 04/01/24
0
1769478 976/976 F 430,500.00 ZZ
360 427,623.26 2
1
451 SEVENTH STREET 7.875 3,121.43 80
7.625 3,121.43 540,000.00
BROOKLYN NY 11215 2 02/25/98 00
5201946 05 04/01/98 0
5201946 O 03/01/28
0
1769479 976/976 F 422,000.00 ZZ
360 421,387.20 1
18527 TARZANA DRIVE 7.625 2,986.89 80
TARZANA AREA 7.375 2,986.89 527,500.00
LOS ANGELES CA 91356 2 05/06/98 00
5205437 05 07/01/98 0
5205437 O 06/01/28
0
1769480 976/976 F 420,000.00 ZZ
360 419,420.00 1
617 SPRUCE STREET 7.875 3,045.30 80
7.625 3,045.30 525,000.00
SAN FRANCISCO CA 94105 1 05/13/98 00
5208980 05 07/01/98 0
5208980 O 06/01/28
0
1769481 976/976 F 280,000.00 ZZ
360 279,613.34 1
40 SUNFIRE AVENUE 7.875 2,030.20 80
7.625 2,030.20 350,000.00
CAMP HILL PA 17011 1 05/29/98 00
5209182 05 07/01/98 0
5209182 O 06/01/28
0
1769483 976/976 F 335,200.00 ZZ
360 334,725.30 1
4403 ESTA LANE 7.750 2,401.42 80
7.500 2,401.42 419,000.00
SOQUEL CA 95073 1 05/15/98 00
5210680 03 07/01/98 0
5210680 O 06/01/28
0
1769484 976/976 F 284,050.00 ZZ
360 283,854.52 1
534 HUMES AVENUE 7.875 2,059.56 95
7.625 2,059.56 299,000.00
APTOS CA 95003 1 06/04/98 11
5210709 05 08/01/98 30
1
5210709 O 07/01/28
0
1769485 976/976 F 296,000.00 ZZ
360 295,559.27 1
1845 42ND AVENUE 7.500 2,069.68 80
7.250 2,069.68 370,000.00
CAPITOLA CA 95010 1 05/28/98 00
5210741 05 07/01/98 0
5210741 O 06/01/28
0
1769489 976/976 F 124,000.00 ZZ
360 123,815.36 1
2521 SOUTH HATCH STREET 7.500 867.03 80
7.250 867.03 155,000.00
SPOKANE WA 99203 1 05/20/98 00
5212729 05 07/01/98 0
5212729 O 06/01/28
0
1769490 976/976 F 102,400.00 ZZ
360 102,251.29 1
6869 BARNWELL DRIVE 7.625 724.79 80
7.375 724.79 129,000.00
BOYNTON BEACH FL 33437 2 05/29/98 00
5212893 03 07/01/98 0
5212893 O 06/01/28
0
1769491 976/976 F 241,000.00 ZZ
360 240,825.56 1
21 YARDLEY MANOR 7.625 1,705.79 80
7.375 1,705.79 302,450.00
OLD BRIDGE NJ 07747 1 06/02/98 00
5214737 05 08/01/98 0
5214737 O 07/01/28
0
1769492 976/976 F 375,000.00 ZZ
360 374,455.44 1
237 OAKVIEW DRIVE 7.625 2,654.23 75
7.375 2,654.23 500,000.00
SAN CARLOS CA 94070 5 05/21/98 00
5220368 05 07/01/98 0
5220368 O 06/01/28
0
1
1769493 976/976 F 368,000.00 ZZ
360 367,719.98 2
1797 EAST 5TH STREET 7.375 2,541.69 80
7.125 2,541.69 460,000.00
BROOKLYN NY 11223 2 06/10/98 00
5221021 05 08/01/98 0
5221021 O 07/01/28
0
1769494 976/976 F 650,000.00 ZZ
360 649,505.40 1
1904 EAST 4TH STREET 7.375 4,489.39 47
7.125 4,489.39 1,400,000.00
BROOKLYN NY 11223 2 06/10/98 00
5221022 05 08/01/98 0
5221022 O 07/01/28
0
1769495 976/976 F 408,000.00 ZZ
360 407,407.52 1
82 DAVIS ROAD 7.625 2,887.80 80
7.375 2,887.80 510,000.00
PORT WASHINGTON NY 11050 1 05/26/98 00
5221061 05 07/01/98 0
5221061 O 06/01/28
0
1769497 976/976 F 340,000.00 ZZ
360 339,506.27 1
1 DAVIDS LANE 7.625 2,406.50 80
7.375 2,406.50 425,000.00
POUND RIDGE NY 10576 1 05/01/98 00
5221234 05 07/01/98 0
5221234 O 06/01/28
0
1769498 976/976 F 268,000.00 ZZ
360 267,620.46 1
55 BAYVIEW AVE 7.750 1,919.99 80
7.500 1,919.99 335,000.00
PORT WASHINGTON NY 11050 1 05/22/98 00
5221279 05 07/01/98 0
5221279 O 06/01/28
0
1769499 976/976 F 287,200.00 ZZ
360 286,782.94 1
170 GREENRIDGE AVENUE 7.625 2,032.79 80
7.375 2,032.79 359,000.00
1
WHITE PLAINS NY 10605 1 05/18/98 00
5221331 05 07/01/98 0
5221331 O 06/01/28
0
1769501 976/976 F 305,200.00 ZZ
360 304,967.76 1
24 SPRINGHURST PARK 7.375 2,107.95 80
7.125 2,107.95 382,000.00
DOBBS FERRY NY 10522 1 06/12/98 00
5221373 03 08/01/98 0
5221373 O 07/01/28
0
1769502 976/976 F 532,000.00 ZZ
360 531,187.88 1
181 YUKON DRIVE 7.375 3,674.40 80
7.125 3,674.40 665,000.00
WOODBURY NY 11797 1 06/02/98 00
5221430 05 07/01/98 0
5221430 O 06/01/28
0
1769503 976/976 F 1,000,000.00 ZZ
360 998,583.84 1
38 WEST 26TH STREET, 9TH FL 7.750 7,164.13 59
7.500 7,164.13 1,700,000.00
NEW YORK NY 10001 2 05/13/98 00
5221443 11 07/01/98 0
5221443 O 06/01/28
0
1769504 976/976 F 775,000.00 ZZ
360 773,874.58 1
89 MAYO AVENUE 7.625 5,485.41 46
7.375 5,485.41 1,700,000.00
GREENWICH CT 06830 2 05/22/98 00
5221518 05 07/01/98 0
5221518 O 06/01/28
0
1769505 976/976 F 340,800.00 ZZ
360 339,805.09 1
71 HIGH STREET 7.625 2,412.17 80
7.375 2,412.17 426,000.00
ARMONK NY 10504 1 05/12/98 00
5221585 05 07/01/98 0
5221585 O 06/01/28
0
1
1769506 976/976 F 152,000.00 ZZ
360 151,889.98 1
1624 BAY VIEW AVENUE 7.625 1,075.85 80
7.375 1,075.85 190,000.00
BRONX NY 10465 1 06/05/98 00
5221599 05 08/01/98 0
5221599 O 07/01/28
0
1769507 976/976 F 240,000.00 ZZ
360 239,651.48 2
22 SUNSHINE AVENUE 7.625 1,698.71 64
7.375 1,698.71 380,000.00
RIVERSIDE CT 06878 2 05/21/98 00
5221623 05 07/01/98 0
5221623 O 06/01/28
0
1769508 976/976 F 650,000.00 ZZ
360 649,517.60 1
151 DEERFIELD DRIVE 7.500 4,544.90 70
7.250 4,544.90 930,000.00
TENAFLY NJ 07670 2 06/16/98 00
5221654 05 08/01/98 0
5221654 O 07/01/28
0
1769509 976/976 F 495,200.00 ZZ
360 494,480.89 1
67 CENTRAL DRIVE 7.625 3,505.00 80
7.375 3,505.00 619,000.00
BRIARCLIFF MANO NY 10510 1 05/29/98 00
5221761 05 07/01/98 0
5221761 O 06/01/28
0
1769510 976/976 F 272,000.00 ZZ
360 271,605.01 1
18 PAL COURT 7.625 1,925.20 80
7.375 1,925.20 341,050.00
SHOREHAM NY 11786 1 05/22/98 00
5221877 05 07/01/98 0
5221877 O 06/01/28
0
1769511 976/976 F 292,000.00 ZZ
360 291,565.23 1
1
24 ALDEN AVENUE 7.500 2,041.71 80
7.250 2,041.71 365,000.00
NORWALK CT 06855 1 05/18/98 00
5221898 05 07/01/98 0
5221898 O 06/01/28
0
1769523 976/976 F 256,200.00 ZZ
360 255,818.53 1
18022 PLEASANTWOOD DRIVE 7.500 1,791.39 80
7.250 1,791.39 320,252.00
SPRING TX 77379 1 05/29/98 00
5233335 03 07/01/98 0
5233335 O 06/01/28
0
1769524 976/976 F 524,800.00 ZZ
360 524,390.60 1
11340 SOMERLAND WAY 7.250 3,580.07 80
7.000 3,580.07 656,000.00
HOUSTON TX 77024 1 06/01/98 00
5233394 03 08/01/98 0
5233394 O 07/01/28
0
1769525 976/976 F 336,000.00 ZZ
360 334,493.45 1
3011 LOCKE LANE 7.500 2,349.37 80
7.250 2,349.37 420,000.00
HOUSTON TX 77019 1 05/20/98 00
5233588 03 07/01/98 0
5233588 O 06/01/28
0
1769526 976/976 F 114,000.00 ZZ
240 113,593.25 1
3602 SHIPMAN LANE 7.625 927.11 95
7.375 927.11 120,000.00
SPRING TX 77388 2 05/21/98 11
5233598 03 07/01/98 30
5233598 O 06/01/18
0
1769527 976/976 F 304,100.00 ZZ
360 303,647.20 1
38 FIREFALL COURT 7.500 2,126.32 75
7.250 2,126.32 410,000.00
THE WOODLANDS TX 77380 2 05/11/98 00
5233619 03 07/01/98 0
1
5233619 O 06/01/28
0
1769528 976/976 F 290,000.00 ZZ
360 289,779.33 1
13607 CROSSLYN LANE 7.375 2,002.96 53
7.125 2,002.96 550,000.00
CYPRESS TX 77429 1 06/03/98 00
5233800 03 08/01/98 0
5233800 O 07/01/28
0
1769529 976/976 F 266,200.00 ZZ
360 266,002.44 1
2252 BEL AIR LANE 7.500 1,861.31 80
7.250 1,861.31 332,769.00
ROSEVILLE CA 95678 1 06/01/98 00
5236196 03 08/01/98 0
5236196 O 07/01/28
0
1769530 976/976 F 552,000.00 ZZ
360 551,136.16 1
3077 BALDWIN AVENUE 7.250 3,765.62 72
7.000 3,765.62 772,000.00
MAKAWAO HI 96768 2 05/28/98 00
5237461 05 07/01/98 0
5237461 O 06/01/28
0
1769531 976/976 F 276,000.00 ZZ
360 275,568.08 1
98-2039 KAAHUMANU STREET, #66 7.250 1,882.81 80
7.000 1,882.81 345,000.00
AIEA HI 96701 2 05/22/98 00
5237673 01 07/01/98 0
5237673 O 06/01/28
0
1769532 976/976 F 286,400.00 ZZ
360 285,929.11 1
6509 JOHN THOMAS DRIVE 7.000 1,905.43 80
6.750 1,905.43 358,000.00
ALEXANDRIA VA 22315 1 05/28/98 00
5240014 03 07/01/98 0
5240014 O 06/01/28
0
1
1769533 976/976 F 208,000.00 ZZ
360 207,705.44 1
1620 PENINSULA COURT 7.750 1,490.14 80
7.500 1,490.14 260,000.00
ROCKLIN CA 95765 1 05/22/98 00
5242077 05 07/01/98 0
5242077 O 06/01/28
0
1769534 976/976 F 252,000.00 ZZ
360 251,615.30 1
423 MERGANSER PLACE 7.375 1,740.51 80
7.125 1,740.51 315,000.00
DAVIS CA 95616 1 05/27/98 00
5242252 05 07/01/98 0
5242252 O 06/01/28
0
1769535 976/976 F 398,800.00 ZZ
360 398,496.54 1
810-H & 810-I N. KALAHEO AVE. 7.375 2,754.42 80
7.125 2,754.42 498,500.00
KAILUA HI 96734 1 06/12/98 00
5243227 05 08/01/98 0
5243227 O 07/01/28
0
1769536 976/976 F 389,500.00 ZZ
360 388,948.41 1
1474 AUPUPU STREET 7.750 2,790.43 80
7.500 2,790.43 490,000.00
KAILUA HI 96734 2 05/26/98 00
5243254 05 07/01/98 0
5243254 O 06/01/28
0
1769537 976/976 F 300,000.00 ZZ
360 299,542.04 1
2221 OLD RANCH PLACE 7.375 2,072.03 80
7.125 2,072.03 375,000.00
SANTA ROSA CA 95405 2 05/18/98 00
5243981 05 07/01/98 0
5243981 O 06/01/28
0
1769538 976/976 F 600,000.00 ZZ
360 599,106.64 1
2318 CANYONBACK ROAD 7.500 4,195.29 58
7.250 4,195.29 1,036,000.00
1
LOS ANGELES CA 90049 2 05/13/98 00
5245734 01 07/01/98 0
5245734 O 06/01/28
0
1769539 976/976 F 208,000.00 ZZ
360 207,705.44 1
206 WEST GLEASON STREET 7.750 1,490.14 80
7.500 1,490.14 260,000.00
MONTEREY PARK CA 91754 1 05/01/98 00
5246397 05 07/01/98 0
5246397 O 06/01/28
0
1769540 976/976 F 282,400.00 ZZ
360 281,924.14 1
1195 PIEDMONT ROAD 6.875 1,855.17 80
6.625 1,855.17 353,000.00
SAN JOSE CA 95132 1 05/13/98 00
5247017 05 07/01/98 0
5247017 O 06/01/28
0
1769541 976/976 F 280,250.00 ZZ
360 279,822.19 1
9948 BRUNSWICK COURT 7.375 1,935.62 95
7.125 1,935.62 295,000.00
SAN RAMON CA 94583 1 05/01/98 11
5247062 05 07/01/98 30
5247062 O 06/01/28
0
1769542 976/976 F 297,000.00 ZZ
360 296,774.00 1
8820 TIERNEY COURT 7.375 2,051.31 90
7.125 2,051.31 330,000.00
LAS VEGAS NV 89129 1 06/03/98 11
5248649 05 08/01/98 25
5248649 O 07/01/28
0
1769543 976/976 F 404,100.00 ZZ
360 401,534.88 1
2520 ELFEGO N.W. 7.625 2,860.20 77
7.375 2,860.20 529,000.00
ALBUQUERQUE NM 87107 2 05/15/98 00
5248822 05 07/01/98 0
5248822 O 06/01/28
0
1
1769544 976/976 F 283,200.00 ZZ
360 282,778.33 1
614 MELROSE 7.500 1,980.18 55
7.250 1,980.18 515,000.00
KENILWORTH IL 60043 1 05/15/98 00
5249706 05 07/01/98 0
5249706 O 06/01/28
0
1769545 976/976 F 344,000.00 ZZ
360 343,448.17 1
38W342 STEVENS GLEN ROAD 7.125 2,317.60 80
6.875 2,317.60 430,000.00
ST. CHARLES IL 60175 1 05/29/98 00
5249838 05 07/01/98 0
5249838 O 06/01/28
0
1769546 976/976 F 245,600.00 ZZ
360 245,234.30 1
2435 HAMPTONS PASSAGE 7.500 1,717.28 80
7.250 1,717.28 307,000.00
ALPHARETTA GA 30005 1 05/20/98 00
5252274 03 07/01/98 0
5252274 O 06/01/28
0
1769547 976/976 F 308,000.00 ZZ
360 307,574.67 1
2325 GLEN HAVEN BOULEVARD 7.875 2,233.22 80
7.625 2,233.22 385,000.00
HOUSTON TX 77030 1 05/07/98 00
5253824 05 07/01/98 0
5253824 O 06/01/28
0
1769548 976/976 F 476,000.00 ZZ
360 475,291.25 1
16 LAURA LANE 7.500 3,328.27 80
7.250 3,328.27 595,000.00
BEDMINISTER NJ 07921 1 05/04/98 00
5254358 05 07/01/98 0
5254358 O 06/01/28
0
1769549 976/976 F 390,000.00 ZZ
360 389,389.68 1
1
73 HUBBARDTON ROAD 7.250 2,660.49 73
7.000 2,660.49 535,000.00
WAYNE NJ 07470 5 05/20/98 00
5254452 05 07/01/98 0
5254452 O 06/01/28
0
1769550 976/976 F 500,000.00 ZZ
360 499,638.11 1
11580 RANCHO DEL VALLE 7.625 3,538.97 76
7.375 3,538.97 663,186.00
LOS ANGELES CA 91344 1 06/08/98 00
5255046 05 08/01/98 0
5255046 O 07/01/28
0
1769551 976/976 F 300,000.00 ZZ
360 299,777.35 1
2136 BAY TREE DRIVE 7.500 2,097.65 60
7.250 2,097.65 505,000.00
LAS VEGAS NV 89134 1 06/01/98 00
5255419 03 08/01/98 0
5255419 O 07/01/28
0
1769554 976/976 F 255,200.00 ZZ
360 254,820.02 1
10961 RAPATEE COURT 7.500 1,784.40 80
7.250 1,784.40 319,000.00
LA MESA CA 91941 1 05/29/98 00
5257709 05 07/01/98 0
5257709 O 06/01/28
0
1769555 976/976 F 400,000.00 ZZ
360 399,703.14 1
1736 KINGS ROAD 7.500 2,796.86 80
7.250 2,796.86 500,000.00
VISTA CA 92084 1 06/01/98 00
5257822 03 08/01/98 0
5257822 O 07/01/28
0
1769556 976/976 F 310,000.00 T
360 309,549.82 1
1160 W. LAKE BLVD 7.625 2,194.17 31
7.375 2,194.17 1,000,000.00
TAHOE CITY CA 96145 2 05/18/98 00
5258797 05 07/01/98 0
1
5258797 O 06/01/28
0
1769557 976/976 F 285,100.00 ZZ
360 284,664.78 1
6223 JEAN LOUISE WAY 7.375 1,969.12 80
7.125 1,969.12 356,400.00
ALEXANDRIA VA 22310 1 05/22/98 00
5260304 03 07/01/98 0
5260304 O 06/01/28
0
1769558 976/976 F 300,000.00 ZZ
360 299,553.31 1
6594 AUTUMN WIND CIRCLE 7.500 2,097.65 78
7.250 2,097.65 386,000.00
CLARKSVILLE MD 21029 2 05/26/98 00
5260758 05 07/01/98 0
5260758 O 06/01/28
0
1769559 976/976 F 253,500.00 ZZ
360 252,946.06 1
5248 NORTH 36TH STREET 7.625 1,794.26 89
7.375 1,794.26 285,000.00
BOISE ID 83703 2 04/17/98 21
5262274 03 06/01/98 25
5262274 O 05/01/28
0
1769560 976/976 F 128,000.00 ZZ
360 127,814.11 1
5045 SW 180TH AVENUE 7.625 905.98 80
7.375 905.98 161,000.00
BEAVERTON OR 97007 2 05/22/98 00
5264059 05 07/01/98 0
5264059 O 06/01/28
0
1769561 976/976 F 296,000.00 ZZ
360 295,548.15 1
3485 16TH STREET 7.375 2,044.40 80
7.125 2,044.40 370,000.00
SAN FRANCISCO CA 94114 1 05/18/98 00
5265705 01 07/01/98 0
5265705 O 06/01/28
0
1
1769562 976/976 F 299,500.00 ZZ
360 298,760.49 1
3218 WEST CANYON AVENUE 7.125 2,017.79 80
6.875 2,017.79 374,400.00
SAN DIEGO CA 92123 1 06/05/98 00
5269504 01 08/01/98 0
5269504 O 07/01/28
0
1769563 976/976 F 360,000.00 ZZ
360 359,732.82 1
14880 AMOROSE STREET 7.500 2,517.18 75
7.250 2,517.18 480,000.00
LAKE ELSINORE CA 92530 5 06/09/98 00
5269607 05 08/01/98 0
5269607 O 07/01/28
0
1769564 976/976 F 348,000.00 ZZ
360 347,455.40 1
1063 WALKER MILL ROAD 7.250 2,373.98 80
7.000 2,373.98 435,000.00
GREAT FALLS VA 22066 1 05/29/98 00
5273106 05 07/01/98 0
5273106 O 06/01/28
0
1769566 976/976 F 408,000.00 ZZ
360 407,697.20 1
1153 WHITE PINE TERRACE 7.500 2,852.80 80
7.250 2,852.80 510,000.00
SUNNYVALE CA 94086 1 06/12/98 00
5273641 03 08/01/98 0
5273641 O 07/01/28
0
1769567 976/976 F 285,000.00 ZZ
360 284,596.39 1
60 LOCKWOOD LANE 7.750 2,041.78 52
7.500 2,041.78 550,000.00
BOXFORD MA 01921 5 05/22/98 00
5273662 05 07/01/98 0
5273662 O 06/01/28
0
1769568 976/976 F 495,000.00 ZZ
360 494,225.36 1
1109 WILD CANARY LANE 7.250 3,376.78 54
7.000 3,376.78 925,000.00
1
ENCINITAS CA 92024 2 05/26/98 00
5274122 05 07/01/98 0
5274122 O 06/01/28
0
1769569 976/976 F 306,000.00 ZZ
360 305,767.15 1
349 CANYON RIDGE DRIVE 7.375 2,113.47 80
7.125 2,113.47 382,500.00
BONITA CA 91902 2 06/09/98 00
5274357 05 08/01/98 0
5274357 O 07/01/28
0
1769570 976/976 F 404,000.00 ZZ
360 403,383.29 1
2705 CHAMBERS LANE 7.375 2,790.33 80
7.125 2,790.33 505,000.00
PLANO TX 75093 1 05/19/98 00
5275791 03 07/01/98 0
5275791 O 06/01/28
0
1769572 976/976 F 252,000.00 ZZ
360 251,624.77 1
1509 RAMSGATE CIRCLE 7.500 1,762.03 80
7.250 1,762.03 315,000.00
PLANO TX 75093 1 05/14/98 00
5275913 03 07/01/98 0
5275913 O 06/01/28
0
1769573 976/976 F 222,800.00 ZZ
360 222,468.25 1
1306 POWDER RIVER TRAIL 7.500 1,557.86 80
7.250 1,557.86 278,500.00
SOUTHLAKE TX 76092 1 05/26/98 00
5275917 03 07/01/98 0
5275917 O 06/01/28
0
1769574 976/976 F 395,000.00 ZZ
360 394,728.16 1
321 EVERIT AVENUE 7.875 2,864.03 72
7.625 2,864.03 550,000.00
HEWLETT HARBOR NY 11557 2 06/02/98 00
5277408 05 08/01/98 0
5277408 O 07/01/28
0
1
1769575 976/976 F 260,000.00 ZZ
360 259,603.10 1
1200 OSPREY STREET 7.375 1,795.76 87
7.125 1,795.76 300,000.00
MARCO ISLAND FL 34145 1 05/15/98 11
5278791 05 07/01/98 25
5278791 O 06/01/28
0
1769576 976/976 F 266,250.00 ZZ
360 265,891.51 1
9 SOUNDVIEW LOOP 8.000 1,953.65 75
7.750 1,953.65 355,000.00
SOUTH SALEM NY 10590 5 05/27/98 00
5279134 05 07/01/98 0
5279134 O 06/01/28
0
1769577 976/976 F 274,500.00 ZZ
360 274,120.94 1
7031 VIA CALAFIA 7.875 1,990.32 90
7.625 1,990.32 305,000.00
CARLSBAD CA 92009 2 05/01/98 11
5281382 03 07/01/98 25
5281382 O 06/01/28
0
1769579 976/976 F 174,000.00 ZZ
360 173,747.31 1
4091 DENVER AVENUE 7.625 1,231.57 80
7.375 1,231.57 217,500.00
YORBA LINDA CA 92886 1 05/13/98 00
5283882 05 07/01/98 0
5283882 O 06/01/28
0
1769580 976/976 F 242,250.00 ZZ
360 241,814.81 1
3144 COURTHOUSE DRIVE 7.875 1,756.49 95
7.625 1,756.49 255,000.00
UNION CITY CA 94587 1 05/26/98 11
5284414 05 07/01/98 30
5284414 O 06/01/28
0
1769581 976/976 F 550,000.00 ZZ
360 549,581.49 1
1
41 VIA DEL SOL 7.375 3,798.72 42
7.125 3,798.72 1,330,000.00
NICASIO CA 94946 1 06/04/98 00
5284452 03 08/01/98 0
5284452 O 07/01/28
0
1769583 976/976 F 281,250.00 ZZ
360 280,764.32 1
1666 WHITE OAK DRIVE 6.750 1,824.19 75
6.500 1,824.19 375,000.00
COLFAX CA 95713 5 05/12/98 00
5284773 05 07/01/98 0
5284773 O 06/01/28
0
1769584 976/976 F 650,000.00 ZZ
360 649,007.76 1
70 SHORE VIEW AVENUE 7.375 4,489.39 75
7.125 4,489.39 875,000.00
SAN FRANCISCO CA 94121 1 05/13/98 00
5284956 05 07/01/98 0
5284956 O 06/01/28
0
1769585 976/976 F 482,000.00 ZZ
360 481,187.80 1
19 GREY STONE WAY 6.875 3,166.40 67
6.625 3,166.40 725,000.00
LAGUNA NIGUEL CA 92670 5 05/19/98 00
5285084 03 07/01/98 0
5285084 O 06/01/28
0
1769586 976/976 F 128,000.00 ZZ
360 127,814.11 1
70 MONTANA DEL LAGO DRIVE 7.625 905.98 80
7.375 905.98 160,000.00
RANCHO SANTA MA CA 92688 1 05/29/98 00
5285127 01 07/01/98 0
5285127 O 06/01/28
0
1769587 976/976 F 261,350.00 ZZ
360 261,156.04 1
6524 NOTRE DAME DRIVE 7.500 1,827.40 80
7.250 1,827.40 326,741.00
BUENA PARK CA 90620 1 06/01/98 00
5285163 03 08/01/98 0
1
5285163 O 07/01/28
0
1769588 976/976 F 389,500.00 ZZ
360 388,948.41 1
11812 SILVER FOX ROAD 7.750 2,790.43 80
7.500 2,790.43 490,000.00
LOS ALAMITOS CA 90720 2 05/19/98 00
5285320 05 07/01/98 0
5285320 O 06/01/28
0
1769589 976/976 F 329,800.00 ZZ
360 329,257.55 1
844 PORTWALK PLACE 7.500 2,306.01 90
7.250 2,306.01 366,500.00
REDWOOD CITY CA 94065 1 05/12/98 21
5285341 01 07/01/98 25
5285341 O 06/01/28
0
1769590 976/976 F 240,000.00 ZZ
360 239,651.48 1
709 SUMMERWIND CIRCLE 7.625 1,698.71 80
7.375 1,698.71 300,000.00
NASHVILLE TN 37215 1 05/29/98 00
5286558 03 07/01/98 0
5286558 O 06/01/28
0
1769592 976/976 F 210,400.00 ZZ
360 209,904.63 1
503 FRANKLIN STREET 7.250 1,435.30 80
7.000 1,435.30 263,000.00
ALEXANDRIA VA 22314 1 04/24/98 00
5293458 05 06/01/98 0
5293458 O 05/01/28
0
1769593 976/976 F 311,900.00 ZZ
360 311,387.19 1
322 CLUB VIEW DR 7.000 2,075.08 80
6.750 2,075.08 389,900.00
GREAT FALLS VA 22066 1 05/14/98 00
5293472 05 07/01/98 0
5293472 O 06/01/28
0
1
1769594 976/976 F 157,600.00 ZZ
360 157,340.87 1
1222 W. ABINGDON DRIVE 7.000 1,048.52 80
6.750 1,048.52 197,000.00
ALEXANDRIA VA 22314 1 05/18/98 00
5293478 03 07/01/98 0
5293478 O 06/01/28
0
1769595 976/976 F 288,000.00 ZZ
360 287,538.01 1
11670 GILMAN LANE 7.125 1,940.31 80
6.875 1,940.31 360,000.00
HERNDON VA 20170 1 05/19/98 00
5293530 03 07/01/98 0
5293530 O 06/01/28
0
1769596 976/976 F 136,000.00 ZZ
360 135,789.38 1
7330 WEST AVENUE O-8 7.500 950.94 80
7.250 950.94 170,000.00
LEONA VALLEY AR CA 93551 1 05/12/98 00
5293661 05 07/01/98 0
5293661 O 06/01/28
0
1769597 976/976 F 378,000.00 ZZ
360 377,319.51 1
7 BULL RUN COURT 7.000 2,514.85 90
6.750 2,514.85 420,000.00
MECHANICSBURG PA 17055 2 05/08/98 11
5295130 05 07/01/98 25
5295130 O 06/01/28
0
1769598 976/976 F 360,000.00 ZZ
360 359,463.97 1
3849 PETERSBURG CIRCLE 7.500 2,517.18 80
7.250 2,517.18 450,000.00
STOCKTON CA 95219 2 05/14/98 00
5295648 03 07/01/98 0
5295648 O 06/01/28
0
1769600 976/976 F 280,000.00 ZZ
360 279,550.83 1
11937 RIDERS LANE 7.125 1,886.42 80
6.875 1,886.42 350,000.00
1
RESTON VA 22091 1 05/29/98 00
5296318 05 07/01/98 0
5296318 O 06/01/28
0
1769601 976/976 F 294,300.00 ZZ
360 293,816.11 1
819 STONEHILL COURT 7.000 1,957.99 90
6.750 1,957.99 327,102.00
VACAVILLE CA 95687 1 05/13/98 21
5297002 05 07/01/98 25
5297002 O 06/01/28
0
1769602 976/976 F 295,000.00 ZZ
240 293,931.17 1
12016 - 168TH STREET WEST 7.500 2,376.50 74
7.250 2,376.50 400,000.00
LAKEVILLE MN 55044 2 05/08/98 00
5297874 05 07/01/98 0
5297874 O 06/01/18
0
1769603 976/976 F 286,400.00 ZZ
360 285,973.55 1
319 NORTH ADELLA LANE 7.500 2,002.56 95
7.250 2,002.56 301,490.00
PLACENTIA CA 92870 1 05/19/98 11
5298213 03 07/01/98 30
5298213 O 06/01/28
0
1769604 976/976 F 122,000.00 ZZ
360 121,673.32 1
4 VITTORIA STREET 7.375 842.63 58
7.125 842.63 213,000.00
LAGUNA NIGUEL CA 92677 2 05/01/98 00
5298221 05 07/01/98 0
5298221 O 06/01/28
0
1769605 976/976 F 95,100.00 ZZ
360 94,951.88 1
13269 KERRVILLE FOLKWAY 7.625 673.12 80
7.375 673.12 118,900.00
AUSTIN TX 78729 1 05/19/98 00
5299625 05 07/01/98 0
5299625 O 06/01/28
0
1
1769606 976/976 F 280,000.00 ZZ
360 279,561.82 1
14268 S. RIVER ROAD 7.250 1,910.10 54
7.000 1,910.10 525,000.00
WOODFORD VA 22580 5 06/01/98 00
5300378 05 07/01/98 0
5300378 O 06/01/28
0
1769609 976/976 F 440,000.00 ZZ
360 439,328.32 1
18320 PENINSULA CLUB DRIVE 7.375 3,038.98 80
7.125 3,038.98 550,000.00
CORNELIUS NC 28031 1 05/22/98 00
5302019 03 07/01/98 0
5302019 O 06/01/28
0
1769610 976/976 F 271,200.00 ZZ
360 270,785.99 1
21011 LAKEVIEW CIRCLE 7.375 1,873.12 80
7.125 1,873.12 339,000.00
CORNELIUS NC 28031 1 05/29/98 00
5302020 05 07/01/98 0
5302020 O 06/01/28
0
1769611 976/976 F 225,000.00 ZZ
360 224,828.79 1
4510 MONTIBELLO DRIVE 7.375 1,554.02 77
7.125 1,554.02 296,000.00
CHARLOTTE NC 28226 2 06/03/98 00
5302044 05 08/01/98 0
5302044 O 07/01/28
0
1769612 976/976 F 439,100.00 ZZ
360 438,446.20 1
107 RAINBOW DRIVE 7.500 3,070.26 68
7.250 3,070.26 655,000.00
KALISPELL MT 59901 2 05/22/98 00
5302792 03 07/01/98 0
5302792 O 06/01/28
0
1769613 976/976 F 363,200.00 ZZ
360 362,659.22 1
1
9209 FALL RIVER LANE 7.500 2,539.55 76
7.250 2,539.55 481,000.00
POTOMAC MD 20854 2 05/11/98 00
5303207 03 07/01/98 0
5303207 O 06/01/28
0
1769614 976/976 F 200,000.00 ZZ
360 199,723.82 1
537 EAST NEWPORT CIRCLE 7.875 1,450.14 80
7.625 1,450.14 250,000.00
LANGHORNE PA 19053 1 05/15/98 00
5303232 05 07/01/98 0
5303232 O 06/01/28
0
1769615 976/976 F 238,750.00 ZZ
360 238,403.30 1
12471 SANFORD STREET 7.625 1,689.86 68
7.375 1,689.86 356,000.00
LOS ANGELES CA 90066 2 05/21/98 00
5303368 05 07/01/98 0
5303368 O 06/01/28
0
1769616 976/976 F 295,000.00 ZZ
360 294,775.52 1
16657 PLACERITA CANYON ROAD 7.375 2,037.50 43
7.125 2,037.50 700,000.00
LOS ANGELES,SAN CA 91321 2 06/01/98 00
5303787 05 08/01/98 0
5303787 O 07/01/28
0
1769617 976/976 F 255,950.00 ZZ
360 255,549.44 1
3603 LANG RANCH PARKWAY 7.250 1,746.04 80
7.000 1,746.04 319,950.00
THOUSAND OAKS CA 91362 1 05/19/98 00
5303862 05 07/01/98 0
5303862 O 06/01/28
0
1769619 976/976 F 244,800.00 ZZ
360 244,393.05 1
1201 SERR COURT 7.625 1,732.68 80
7.375 1,732.68 306,000.00
TULARE CA 93274 2 05/20/98 00
5304121 05 07/01/98 0
1
5304121 O 06/01/28
0
1769620 976/976 F 332,750.00 ZZ
360 331,835.78 1
10040 E. HAPPY VALLEY RD. #455 7.375 2,298.23 48
7.125 2,298.23 700,000.00
SCOTTSDALE AZ 85255 2 05/12/98 00
5304851 03 07/01/98 0
5304851 O 06/01/28
0
1769621 976/976 F 384,000.00 ZZ
360 383,700.44 1
602 WELLESLEY DRIVE 7.250 2,619.56 80
7.000 2,619.56 480,000.00
HOUSTON TX 77024 1 06/16/98 00
5305027 05 08/01/98 0
5305027 O 07/01/28
0
1769622 976/976 F 263,000.00 ZZ
360 262,554.02 1
16127 STEWARTS GROVE DRIVE 7.500 1,838.94 80
7.250 1,838.94 328,785.00
SPRING TX 77379 1 05/27/98 00
5305385 03 07/01/98 0
5305385 O 06/01/28
0
1769623 976/976 F 270,000.00 ZZ
360 269,577.16 1
13519 COPELAND OAKS DRIVE 7.875 1,957.69 80
7.625 1,957.69 337,500.00
CYPRESS TX 77429 1 05/28/98 00
5305563 05 07/01/98 0
5305563 O 06/01/28
0
1769624 976/976 F 296,400.00 ZZ
360 295,912.66 1
10901 PONY CLUB COURT 7.000 1,971.96 80
6.750 1,971.96 370,500.00
RESTON VA 20190 1 05/28/98 00
5306440 03 07/01/98 0
5306440 O 06/01/28
0
1
1769625 976/976 F 189,150.00 ZZ
360 188,831.25 1
4355 LAWNVALE DRIVE 6.875 1,242.59 80
6.625 1,242.59 236,490.00
GAINESVILLE VA 20155 1 05/27/98 00
5306453 05 07/01/98 0
5306453 O 06/01/28
0
1769626 976/976 F 314,400.00 ZZ
360 313,883.06 1
1512 BLACK EYED SUSAN LANE 7.000 2,091.72 80
6.750 2,091.72 393,000.00
VIENNA VA 22182 1 05/26/98 00
5306493 03 07/01/98 0
5306493 O 06/01/28
0
1769627 976/976 F 273,750.00 ZZ
360 273,221.00 1
5477 FILLMORE AVENUE 7.250 1,867.46 63
7.000 1,867.46 435,000.00
ALEXANDRIA VA 22311 5 05/15/98 00
5306508 05 07/01/98 0
5306508 O 06/01/28
0
1769628 976/976 F 300,000.00 ZZ
360 299,494.48 1
12127 WOLF VALLEY DRIVE 6.875 1,970.79 80
6.625 1,970.79 375,000.00
CLIFTON VA 22014 1 06/01/98 00
5306513 03 07/01/98 0
5306513 O 06/01/28
0
1769629 976/976 F 268,500.00 ZZ
360 267,242.97 1
11732 STUART MILL ROAD 6.875 1,763.86 73
6.625 1,763.86 368,500.00
OAKTON VA 22124 1 05/28/98 00
5306523 05 07/01/98 0
5306523 O 06/01/28
0
1769630 976/976 F 267,900.00 ZZ
360 267,448.55 1
1697 ABBEY OAK DRIVE 6.875 1,759.92 80
6.625 1,759.92 334,990.00
1
VIENNA VA 22182 1 05/29/98 00
5306582 03 07/01/98 0
5306582 O 06/01/28
0
1769632 976/976 F 298,000.00 ZZ
360 297,577.98 1
1519 DALE DRIVE 7.750 2,134.91 71
7.500 2,134.91 420,000.00
SILVER SPRING MD 20910 2 05/22/98 00
5306598 05 07/01/98 0
5306598 O 06/01/28
0
1769634 976/976 F 367,500.00 ZZ
360 366,952.81 1
5919 49TH AVENUE SOUTHWEST 7.500 2,569.62 75
7.250 2,569.62 490,000.00
SEATTLE WA 98136 5 05/19/98 00
5307139 05 07/01/98 0
5307139 O 06/01/28
0
1769635 976/976 F 330,000.00 ZZ
360 329,508.65 1
129 THIRD AVENUE, #702 7.500 2,307.41 34
7.250 2,307.41 985,000.00
KIRKLAND WA 98033 1 05/11/98 00
5308851 01 07/01/98 0
5308851 O 06/01/28
0
1769636 976/976 F 342,000.00 ZZ
360 341,477.93 1
3220 SMUGGLERS COVE ROAD 7.375 2,362.11 59
7.125 2,362.11 585,000.00
GREENBANK WA 98253 2 05/22/98 00
5308882 05 07/01/98 0
5308882 O 06/01/28
0
1769637 976/976 F 187,000.00 ZZ
360 186,721.55 1
26 COURTNEY CIRCLE 7.500 1,307.54 67
7.250 1,307.54 282,000.00
SEDONA AZ 86336 1 05/07/98 00
5309663 03 07/01/98 0
5309663 O 06/01/28
0
1
1769638 976/976 F 237,500.00 ZZ
360 237,155.09 1
2032 PIERCE MILL RD, NW 7.625 1,681.02 95
7.375 1,681.02 250,000.00
WASHINGTON DC 20010 1 06/01/98 04
5309823 07 07/01/98 30
5309823 O 06/01/28
0
1769639 976/976 F 356,250.00 ZZ
360 355,719.55 1
3927 MASSACHUSETTS AVENUE, NW 7.500 2,490.96 75
7.250 2,490.96 475,000.00
WASHINGTON DC 20016 5 05/11/98 00
5309843 05 07/01/98 0
5309843 O 06/01/28
0
1769640 976/976 F 420,000.00 ZZ
360 419,655.72 1
3100 Q STREET, NW 7.000 2,794.28 80
6.750 2,794.28 525,000.00
WASHINGTON DC 20007 1 06/05/98 00
5309846 05 08/01/98 0
5309846 O 07/01/28
0
1769642 976/976 F 297,000.00 ZZ
360 296,790.37 1
189 CANNON ROAD 7.750 2,127.75 53
7.500 2,127.75 566,000.00
WILTON CT 06897 2 06/02/98 00
5310163 05 08/01/98 0
5310163 O 07/01/28
0
1769648 976/976 F 542,600.00 ZZ
360 542,217.03 1
9701 EAST HAPPY VALLEY ROAD 7.750 3,887.26 55
7.500 3,887.26 990,000.00
SCOTTSDALE AZ 85255 2 06/05/98 00
5311514 03 08/01/98 0
5311514 O 07/01/28
0
1769651 976/976 F 250,000.00 ZZ
360 249,618.37 1
1
2420 OUTLOOK TRAIL 7.375 1,726.69 73
7.125 1,726.69 343,000.00
BROOMFIELD CO 80020 5 05/14/98 00
5311761 05 07/01/98 0
5311761 O 06/01/28
0
1769899 976/976 F 384,000.00 ZZ
360 383,677.39 1
8122 BELLINGHAM COURT 6.875 2,522.61 80
6.625 2,522.61 480,000.00
FAIRFAX STATION VA 22039 1 06/12/98 00
5514456 03 08/01/98 0
5514456 O 07/01/28
0
1770491 575/G01 F 224,000.00 ZZ
360 223,837.87 1
10409 SAMAGA DRIVE 7.625 1,585.46 53
7.375 1,585.46 425,000.00
OAKTON VA 22124 2 06/25/98 00
0430903526 05 08/01/98 0
0009111907 O 07/01/28
0
1770789 L29/G01 F 442,000.00 ZZ
360 442,000.00 1
3073 MOUNTAIN RIDGE COURT 7.000 2,940.64 67
6.750 2,940.64 660,000.00
PARK CITY UT 84060 2 07/29/98 00
0430958033 05 09/01/98 0
1770789 O 08/01/28
0
1771385 074/074 F 470,000.00 T
360 469,676.55 1
45 SEABREEZE LANE 7.875 3,407.83 48
7.625 3,407.83 990,000.00
AMAGANSETT NY 11930 2 07/01/98 00
1111195518 05 08/01/98 0
1111195518 O 07/01/28
0
1771390 074/074 F 283,000.00 ZZ
360 282,784.66 1
9 ROBBIE ROAD 7.375 1,954.60 75
7.125 1,954.60 380,000.00
COURTLAND MANOR NY 10566 2 05/27/98 00
1500434680 05 08/01/98 0
1
1500434680 O 07/01/28
0
1771394 074/074 F 500,000.00 ZZ
360 499,626.01 1
39 STANWICH ROAD 7.500 3,496.08 36
7.250 3,496.08 1,400,000.00
GRENICH CT 68300 5 06/18/98 00
1500595690 05 08/01/98 0
1500595690 O 07/01/28
0
1771400 074/074 F 100,000.00 ZZ
360 99,925.78 1
10 GLENVIEW ROAD 7.500 699.22 80
7.250 699.22 125,000.00
MERIDEN CT 06450 5 06/26/98 00
1580085549 05 08/01/98 0
1580085549 O 07/01/28
0
1771401 074/074 F 433,500.00 ZZ
360 433,194.04 1
36 FOX RUN ROAD 7.750 3,105.65 85
7.500 3,105.65 510,000.00
POUND RIDGE NY 10576 2 06/23/98 01
1580091927 05 08/01/98 12
1580091927 O 07/01/28
0
1771406 074/074 F 259,000.00 ZZ
360 258,807.78 1
5 JOSEPH DRIVE 7.500 1,810.97 78
7.250 1,810.97 333,000.00
SIMSBURY CT 06070 5 06/17/98 00
1589213070 03 08/01/98 0
1589213070 O 07/01/28
0
1771437 074/G01 F 388,000.00 ZZ
360 387,704.76 1
6620 82ND AVENUE S 7.375 2,679.82 80
7.125 2,679.82 488,000.00
MERCER ISLAND WA 98040 2 06/26/98 00
0430956268 05 08/01/98 0
1471019417 O 07/01/28
0
1
1771442 074/G01 F 318,000.00 ZZ
360 317,538.23 1
465 LAKE OF THE WOOD 7.625 2,250.78 85
7.375 2,250.78 375,000.00
AKRON OH 44333 2 05/27/98 12
0430956318 05 07/01/98 12
1500463055 O 06/01/28
0
1771447 074/G01 F 301,000.00 ZZ
360 300,551.82 1
819 W OAK STREET 7.500 2,104.64 61
7.250 2,104.64 500,000.00
DENTON TX 76201 2 05/27/98 00
0430956342 05 07/01/98 0
1504575243 O 06/01/28
0
1771448 074/G01 F 313,700.00 ZZ
360 313,472.95 1
12310 HIBLER ROAD 7.625 2,220.35 78
7.375 2,220.35 405,000.00
CREVE COEUR MO 63141 2 06/10/98 00
0430956367 03 08/01/98 0
1504575458 O 07/01/28
0
1771478 074/G01 F 500,000.00 ZZ
360 498,851.59 1
23349 PARSONS ROAD 7.375 3,453.38 48
7.125 3,453.38 1,050,000.00
MIDDLEBURG VA 20117 5 04/24/98 00
0430956854 05 06/01/98 0
1507390710 O 05/01/28
0
1771481 074/G01 F 73,200.00 ZZ
360 73,147.02 1
15200 MARLOW 7.625 518.11 80
7.375 518.11 92,000.00
OAK PARK MI 48237 5 06/25/98 00
0430956888 05 08/01/98 0
1507599383 O 07/01/28
0
1771485 074/G01 F 176,000.00 ZZ
360 175,862.69 1
5811 NE 20TH AVENUE 7.250 1,200.62 80
7.000 1,200.62 220,000.00
1
FT LAUDERDALE FL 33308 5 06/12/98 00
0430956912 05 08/01/98 0
1511273084 O 07/01/28
0
1771486 074/G01 F 592,000.00 ZZ
360 591,560.65 1
2481 POINCIANA COURT 7.500 4,139.35 80
7.250 4,139.35 740,000.00
WESTON FL 33327 5 06/11/98 00
0430956920 05 08/01/98 0
1511274043 O 07/01/28
0
1771489 074/G01 F 360,000.00 ZZ
360 359,436.47 1
872 RIVER PARK DRIVE 7.250 2,455.83 80
7.000 2,455.83 450,000.00
MEMPHIS TN 38103 2 06/05/98 00
0430956961 03 07/01/98 0
1511596254 O 06/01/28
0
1771490 074/G01 F 153,600.00 ZZ
360 153,483.12 1
710 N VICTORIA PARK 7.375 1,060.88 80
7.125 1,060.88 192,000.00
FT LAUDERDALE FL 33304 5 06/11/98 00
0430956979 05 08/01/98 0
1511596946 O 07/01/28
0
1771506 074/G01 F 383,000.00 ZZ
360 382,708.56 1
5625 84TH AVENUE SE 7.375 2,645.29 60
7.125 2,645.29 640,000.00
MERCER ISLAND WA 98040 2 07/17/98 00
0430957134 05 08/01/98 0
1513281028 O 07/01/28
0
1771512 074/G01 F 685,250.00 ZZ
360 684,728.58 1
8136 W MERCER WAY 7.375 4,732.85 58
7.125 4,732.85 1,200,000.00
MERCER IS WA 98040 2 06/24/98 00
0430957225 05 08/01/98 0
1513588304 O 07/01/28
0
1
1771518 074/G01 F 464,000.00 ZZ
360 463,655.64 1
4841 NORTHEAST 41ST STREET 7.500 3,244.36 80
7.250 3,244.36 580,000.00
SEATTLE WA 98105 5 06/09/98 00
0430957308 05 08/01/98 0
1513593326 O 07/01/28
0
1771519 074/G01 F 765,000.00 ZZ
360 764,432.26 1
15361 SE 59TH STREET 7.500 5,348.99 75
7.250 5,348.99 1,020,000.00
BELLEVUE WA 98006 2 06/25/98 00
0430957316 03 08/01/98 0
1513594056 O 07/01/28
0
1771523 074/G01 F 299,000.00 ZZ
240 298,434.68 1
3803 SW WILLOW STREET 7.125 2,340.63 75
6.875 2,340.63 400,000.00
SEATTLE WA 98126 2 06/11/98 00
0430957365 05 08/01/98 0
1513597316 O 07/01/18
0
1771556 074/G01 F 508,600.00 ZZ
360 508,222.54 1
16864 SE 57TH PLACE 7.500 3,556.21 57
7.250 3,556.21 905,000.00
BELLEVUE WA 98006 2 06/25/98 00
0430956649 03 08/01/98 0
1565205088 O 07/01/28
0
1771585 074/G01 F 252,000.00 ZZ
360 251,822.14 1
2117 ONA ROAD 7.750 1,805.36 72
7.500 1,805.36 350,000.00
CROSSVILLE TN 38555 2 06/29/98 00
0430956771 05 08/01/98 0
1577142600 O 07/01/28
0
1771586 074/G01 F 283,250.00 ZZ
360 283,250.00 1
1
529 WILD DUCK COURT 7.750 2,029.24 75
7.500 2,029.24 380,000.00
WAKE FOREST NC 27587 2 07/07/98 00
0430956789 05 09/01/98 0
1577150460 O 08/01/28
0
1771588 074/G01 F 246,000.00 ZZ
360 245,817.43 1
7954 BRADFORD LANE 7.500 1,720.07 80
7.250 1,720.07 309,000.00
DENVER NC 28037 2 06/29/98 00
0430956797 05 08/01/98 0
1577152386 O 07/01/28
0
1771613 074/G01 F 61,350.00 ZZ
360 61,304.47 1
3295 S CREEK 19 7.500 428.97 62
7.250 428.97 100,000.00
TIFFIN OH 44883 2 06/29/98 00
0430957290 05 08/01/98 0
1581207142 O 07/01/28
0
1771628 074/G01 F 270,000.00 ZZ
360 269,794.56 1
21216 JOHNSON MEMORIAL DR 7.375 1,864.82 78
7.125 1,864.82 350,000.00
JORDAN MN 55352 2 06/18/98 00
0430957456 05 08/01/98 0
1583110391 O 07/01/28
0
1771631 074/G01 F 306,400.00 ZZ
360 306,166.85 1
1748 NORTH 1950 WEST 7.375 2,116.23 80
7.125 2,116.23 383,000.00
PROVO UT 84604 2 06/30/98 00
0430957548 05 08/01/98 0
1583117798 O 07/01/28
0
1771637 074/G01 F 65,000.00 ZZ
360 64,903.22 1
11712 EASTMAN ROAD NE 7.500 454.49 79
7.250 454.49 83,000.00
CUMBERLAND MD 21502 5 05/19/98 00
0430957597 05 07/01/98 0
1
1587129347 O 06/01/28
0
1771979 K45/G01 F 185,600.00 ZZ
360 185,600.00 1
7555 WEST COUNTY 9TH STREET 7.500 1,297.74 59
7.250 1,297.74 315,000.00
YUMA AZ 85364 2 07/20/98 00
0430953026 05 09/01/98 0
0000 O 08/01/28
0
1772275 638/G01 F 280,500.00 ZZ
360 280,286.57 1
250 BRADLEY PLACE 7.375 1,937.34 75
7.125 1,937.34 374,000.00
PALM BEACH FL 33480 2 06/24/98 00
0430898023 08 08/01/98 0
8737968 O 07/01/28
0
1772299 721/G01 F 256,506.40 ZZ
309 256,232.68 1
1037 LINCOLN AVENUE 7.500 1,876.89 86
7.250 1,876.89 300,000.00
ST PAUL MN 55105 1 06/16/98 12
0430908590 05 08/01/98 20
0592824 O 04/01/24
0
1772304 721/G01 F 118,132.76 ZZ
326 117,909.10 1
W204 N63 LANNON ROAD 7.500 849.81 50
7.250 849.81 240,000.00
MENOMONEE FALLS WI 53051 4 06/09/98 00
0430903302 05 07/01/98 0
9917259 O 08/01/25
0
1772313 721/G01 F 219,714.99 ZZ
308 218,956.37 1
10223 MEADE LANE 7.750 1,645.57 68
7.500 1,645.57 325,000.00
EDEN PRAIRIE MN 55347 4 05/01/98 00
0430905604 05 06/01/98 0
0551036 O 01/01/24
0
1
1772319 A83/G01 F 255,000.00 ZZ
360 254,629.69 1
576 ADAMS ROAD 7.625 1,804.88 75
7.375 1,804.88 340,000.00
FAYETTEVILLE GA 30214 2 04/21/98 00
0430917781 05 06/01/98 0
5003736 O 05/01/28
0
1772320 721/G01 F 252,000.00 ZZ
355 251,429.54 1
7059 JAMACA AVE N 7.625 1,790.20 90
7.375 1,790.20 280,050.00
GRANT TOWNSHIP MN 55082 4 04/03/98 01
0430909374 05 06/01/98 25
7810029430 O 12/01/27
0
1772324 A83/G01 F 327,000.00 ZZ
360 326,513.10 1
1385 33RD AVENUE SOUTH 7.500 2,286.44 79
7.250 2,286.44 417,000.00
SEATTLE WA 98144 2 05/08/98 00
0430917559 05 07/01/98 0
5002760 O 06/01/28
0
1772350 721/G01 F 256,000.00 ZZ
360 255,810.01 1
34290 STONEPINE LANE 7.500 1,789.99 75
7.250 1,789.99 345,000.00
OCONOMOWOC WI 53066 2 06/08/98 00
0430898858 03 08/01/98 0
7810058096 O 07/01/28
0
1772356 721/G01 F 340,000.00 ZZ
360 339,747.67 1
4302 SILVER FOX DR 7.500 2,377.33 78
7.250 2,377.33 440,000.00
NAPLES FL 34119 1 06/05/98 00
0430899682 03 08/01/98 0
7810061254 O 07/01/28
0
1772367 721/G01 F 335,000.00 ZZ
360 333,853.82 1
3727 FAIRWAY PT 7.500 2,342.37 70
7.250 2,342.37 480,000.00
1
WOODBURY MN 55125 2 05/22/98 00
0430897298 05 07/01/98 0
7810058040 O 06/01/28
0
1772373 721/G01 F 305,000.00 ZZ
350 304,269.19 1
W6273 LINCOLN DRIVE 7.625 2,174.97 86
7.375 2,174.97 355,000.00
FRIENDSHIP WI 54979 4 05/01/98 01
0430908798 05 06/01/98 25
7810025258 O 07/01/27
0
1772384 E22/G01 F 180,000.00 ZZ
360 179,856.06 1
7322 RONALD STREET 7.125 1,212.69 74
6.875 1,212.69 245,000.00
FALLS CHURCH VA 22046 5 06/29/98 00
0410912430 05 08/01/98 0
410912430 O 07/01/28
0
1772385 E22/G01 F 147,600.00 ZZ
360 147,479.01 1
1351 WHITESTONE WAY 7.000 981.99 90
6.750 981.99 164,000.00
DAVIE FL 33325 2 06/30/98 04
0410932883 05 08/01/98 25
410932883 O 07/01/28
0
1772388 721/G01 F 372,000.00 ZZ
360 371,446.11 1
17 LARCH CIRCLE 7.500 2,601.08 80
7.250 2,601.08 465,000.00
MADISON WI 53705 1 05/15/98 00
0430898932 05 07/01/98 0
7810055704 O 06/01/28
0
1772398 721/G01 F 311,000.00 ZZ
360 310,536.94 1
4748 ENCHANTED VALLEY ROAD 7.500 2,174.56 51
7.250 2,174.56 620,000.00
MIDDLETON WI 53562 2 05/12/98 00
0430903906 05 07/01/98 0
7810051166 O 06/01/28
0
1
1772400 E22/G01 F 246,000.00 ZZ
360 245,812.81 1
305 ACORN DRIVE 7.375 1,699.06 80
7.125 1,699.06 307,500.00
NEW BRAUNFELS TX 78130 1 06/25/98 00
0410884977 05 08/01/98 0
410884977 O 07/01/28
0
1772404 721/G01 F 288,738.97 ZZ
348 288,282.46 1
11 MILL CREEK LANE 7.625 2,062.23 77
7.375 2,062.23 375,000.00
ADEL IA 50003 4 05/28/98 00
0430902049 05 07/01/98 0
7810020521 O 06/01/27
0
1772405 E22/G01 F 600,000.00 ZZ
360 599,587.08 1
781 LAKE SHORE ROAD 7.875 4,350.42 80
7.625 4,350.42 750,000.00
GROSSE POINTE MI 48236 1 07/01/98 00
0410915508 05 08/01/98 0
410915508 O 07/01/28
0
1772408 721/G01 F 300,000.00 ZZ
360 299,553.31 1
6031 WEST ROBIN LANE 7.500 2,097.65 95
7.250 2,097.65 316,000.00
GLENDALE AZ 85310 1 05/07/98 01
0430902197 03 07/01/98 30
7810037890 O 06/01/28
0
1772411 721/G01 F 273,458.94 ZZ
336 273,224.13 1
8812 SUNSET CREST 7.625 1,972.41 79
7.375 1,972.41 349,000.00
VICTORIA MN 55386 1 06/11/98 00
0430902379 05 08/01/98 0
7810002946 O 07/01/26
0
1772418 721/G01 F 391,900.00 ZZ
360 391,021.98 1
1
3435 N LAKE DRIVE 7.500 2,740.23 79
7.250 2,740.23 499,900.00
MILWAUKEE WI 53211 1 04/30/98 00
0430903799 05 06/01/98 0
7810055402 O 05/01/28
0
1772420 721/G01 F 262,300.00 ZZ
354 261,902.60 1
LOT 19 BLK 5 7.625 1,864.77 80
SOUTHERN LAKES 7.375 1,864.77 327,900.00
INVER GROVE HEI MN 55076 4 05/14/98 00
0430908699 05 07/01/98 0
7810036926 O 12/01/27
0
1772425 F27/G01 F 135,200.00 ZZ
360 134,904.56 1
138 NEY MARK ESPLANADE 7.625 956.94 80
7.375 956.94 169,000.00
ROCKVILLE MD 20850 1 04/24/98 00
0430906297 09 06/01/98 0
6060016591 O 05/01/28
0
1772427 F27/G01 F 147,900.00 ZZ
360 147,560.30 1
6557 CREEK RUN DRIVE 7.375 1,021.51 80
7.125 1,021.51 185,000.00
CENTERVILLE VA 22020 1 04/30/98 00
0430906289 03 06/01/98 0
6060009935 O 05/01/28
0
1772431 721/G01 F 383,200.00 ZZ
360 382,908.41 1
2 COYOTE CT 7.375 2,646.67 80
7.125 2,646.67 479,000.00
MADISON WI 53717 1 06/29/98 00
0430902247 05 08/01/98 0
7810062602 O 07/01/28
0
1772432 F27/G01 F 146,400.00 ZZ
360 145,972.07 1
20831 DRIFTWOOD TERRACE 7.625 1,036.22 80
7.375 1,036.22 183,000.00
STERLING VA 20165 2 03/13/98 00
0430906263 09 05/01/98 0
1
116334171 O 04/01/28
0
1772435 721/G01 F 271,500.00 ZZ
360 271,293.40 1
1698 AQUA VIEW CT. 7.375 1,875.19 77
7.125 1,875.19 355,000.00
CEDARBURG WI 53012 2 06/24/98 00
0430899815 03 08/01/98 0
7810060905 O 07/01/28
0
1772441 721/G01 F 250,000.00 ZZ
360 249,809.77 1
13145 WRAYBURN ROAD 7.375 1,726.69 73
7.125 1,726.69 347,000.00
ELM GROVE WI 53122 1 06/16/98 00
0430903070 05 08/01/98 0
7810060065 O 07/01/28
0
1772444 721/G01 F 252,800.00 T
360 252,607.64 1
509 N. GOLDEN CEDAR LN 7.375 1,746.03 80
7.125 1,746.03 316,000.00
OCONOMOWOC WI 53066 1 06/15/98 00
0430902312 05 08/01/98 0
7810061984 O 07/01/28
0
1772447 966/G01 F 118,400.00 ZZ
360 118,307.63 1
921 EAST BERKELEY DRIVE 7.250 807.70 80
7.000 807.70 148,000.00
RICHARDSON TX 75081 1 06/12/98 00
0430901983 05 08/01/98 0
30006857 O 07/01/28
0
1772462 F27/G01 F 177,200.00 ZZ
360 176,628.12 1
908 COTTAGE STREET 7.125 1,193.83 80
6.875 1,193.83 221,500.00
VIENNA VA 22180 1 03/27/98 00
0430906230 05 05/01/98 0
116337034 O 04/01/28
0
1
1772478 498/G01 F 232,200.00 ZZ
360 232,200.00 1
6105 BENALDER DRIVE 7.000 1,544.84 90
6.750 1,544.84 258,000.00
BETHESDA MD 20816 1 07/06/98 11
0430907063 05 09/01/98 25
1548491 O 08/01/28
0
1772481 F27/G01 F 155,000.00 ZZ
360 154,731.59 1
2001 THISTLEWOOD DRIVE 6.750 1,005.33 53
6.500 1,005.33 295,770.00
FORT WASHINGTON MD 20744 1 05/29/98 00
0430906248 05 07/01/98 0
6060008149 O 06/01/28
0
1772484 F27/G01 F 159,900.00 ZZ
360 159,523.30 1
8798 GRANT AVENUE 7.250 1,090.80 80
7.000 1,090.80 199,900.00
MANASSAS VA 20110 1 04/30/98 00
0430906255 05 06/01/98 0
6060010143 O 05/01/28
0
1772488 731/G01 F 127,200.00 ZZ
360 127,100.77 1
1125 SUNHILL DRIVE 7.250 867.73 80
7.000 867.73 159,000.00
LAWRENCEVILLE GA 30043 1 06/30/98 00
0430914440 03 08/01/98 0
3140667714 O 07/01/28
0
1772489 F27/G01 F 146,400.00 ZZ
360 145,971.79 1
4209 NUTWOOD WAY 7.625 1,036.22 80
7.375 1,036.22 183,000.00
FAIRFAX VA 22032 5 03/10/98 00
0430906180 05 05/01/98 0
116341325 O 04/01/28
0
1772493 721/G01 F 253,000.00 ZZ
360 252,613.79 1
2595 CHRISTIAN PARKWAY 7.375 1,747.41 70
7.125 1,747.41 366,000.00
1
CHASKA MN 55318 2 05/28/98 00
0430905596 05 07/01/98 0
7810058859 O 06/01/28
0
1772502 721/G01 F 244,000.00 ZZ
360 243,627.52 1
22 DUCK PASS ROAD 7.375 1,685.25 55
7.125 1,685.25 444,385.00
NORTH OAKS MN 55127 1 05/29/98 00
0430905547 05 07/01/98 0
7810056734 O 06/01/28
0
1772507 731/G01 F 138,000.00 ZZ
360 138,000.00 1
19481 WOLF CREEK ROAD 7.250 941.40 76
7.000 941.40 182,500.00
GRASS VALLEY CA 95949 2 06/29/98 00
0430906891 05 09/01/98 0
811442200 O 08/01/28
0
1772508 721/G01 F 303,450.00 ZZ
360 302,986.76 1
924 CENTURY FARM LANE 7.375 2,095.86 80
7.125 2,095.86 379,985.00
NAPERVILLE IL 60563 1 05/27/98 00
0430903815 05 07/01/98 0
7810056807 O 06/01/28
0
1772512 721/G01 F 350,000.00 ZZ
360 349,726.96 1
311 WESTWOOD DRIVE NORTH 7.250 2,387.62 68
7.000 2,387.62 515,000.00
GOLDEN VALLEY MN 55422 5 06/03/98 00
0430901884 05 08/01/98 0
7810057318 O 07/01/28
0
1772517 E22/G01 F 400,000.00 ZZ
360 400,000.00 1
1581 ZURS COURT 7.375 2,762.70 54
7.125 2,762.70 750,000.00
TAHOE CITY CA 96145 5 06/30/98 00
0410893960 03 09/01/98 0
410893960 O 08/01/28
0
1
1772521 E22/G01 F 273,000.00 ZZ
360 273,000.00 1
3140 SPAHN RANCH ROAD 7.875 1,979.44 78
7.625 1,979.44 350,000.00
ROSEVILLE CA 95661 2 06/29/98 00
0410940092 05 09/01/98 0
410940092 O 08/01/28
0
1772545 638/G01 F 47,200.00 ZZ
360 47,164.08 1
25215 HOLYOKE LANE 7.375 326.00 80
7.125 326.00 59,000.00
SPRING TX 77373 1 06/16/98 00
0430900886 03 08/01/98 0
8758759 O 07/01/28
0
1772549 638/G01 F 300,000.00 ZZ
360 299,771.72 1
5012 PEARLMAN WAY 7.375 2,072.03 63
7.125 2,072.03 479,900.00
SAN DIEGO CA 92130 1 06/12/98 00
0430901157 05 08/01/98 0
8757701 O 07/01/28
0
1772551 638/G01 F 247,200.00 ZZ
360 247,016.54 1
783 STEPHENS AVENUE 7.500 1,728.46 80
7.250 1,728.46 309,000.00
FULLERTON CA 92833 1 06/10/98 00
0430900779 05 08/01/98 0
8755247 O 07/01/28
0
1772553 975/G01 F 337,500.00 ZZ
360 337,249.53 1
44551 KADI COURT 7.500 2,359.85 72
7.250 2,359.85 475,000.00
FREMONT CA 94539 5 06/23/98 00
0430909663 05 08/01/98 0
981595 O 07/01/28
0
1772554 638/G01 F 268,000.00 ZZ
360 267,796.07 1
1
1960 EMERALD DRIVE 7.375 1,851.01 80
7.125 1,851.01 335,000.00
LONGMONT CO 80501 2 06/30/98 00
0430900670 05 08/01/98 0
8764943 O 07/01/28
0
1772556 638/G01 F 549,000.00 ZZ
360 548,592.56 1
4828 VINETA AVENUE 7.500 3,838.69 75
7.250 3,838.69 732,000.00
LA CANADA-FLINT CA 91011 5 06/19/98 00
0430908954 05 08/01/98 0
8748216 O 07/01/28
0
1772558 638/G01 F 267,000.00 ZZ
360 266,796.84 1
1447 COLUMBINE WAY 7.375 1,844.10 75
7.125 1,844.10 360,000.00
LIVERMORE CA 94550 2 06/08/98 00
0430900704 05 08/01/98 0
8751358 O 07/01/28
0
1772560 638/G01 F 560,000.00 ZZ
360 559,573.89 1
20335 HOWARD COURT 7.375 3,867.78 66
7.125 3,867.78 850,000.00
WOODLAND HILLS CA 91364 5 06/15/98 00
0430901272 05 08/01/98 0
8751507 O 07/01/28
0
1772562 638/G01 F 210,000.00 ZZ
360 209,844.15 1
5962 MOORES AVENUE 7.500 1,468.35 78
7.250 1,468.35 272,500.00
NEWARK CA 94560 2 06/25/98 00
0430901454 05 08/01/98 0
8760568 O 07/01/28
0
1772564 638/G01 F 252,000.00 ZZ
360 251,808.25 1
1531 PIEDRA DRIVE 7.375 1,740.50 80
7.125 1,740.50 315,000.00
WALNUT CREEK CA 94596 1 06/26/98 00
0430901488 05 08/01/98 0
1
8761588 O 07/01/28
0
1772567 638/G01 F 588,000.00 ZZ
360 587,529.79 1
25003 JIM BRIDGER ROAD 7.125 3,961.46 49
6.875 3,961.46 1,200,000.00
HIDDEN HILLS CA 91302 2 06/24/98 00
0430901512 05 08/01/98 0
8759946 O 07/01/28
0
1772569 195/G01 F 493,200.00 ZZ
360 492,785.65 1
1203 LANSDOWNE 6.875 3,239.98 80
6.625 3,239.98 619,000.00
SOUTHLAKE TX 76092 1 06/30/98 00
0430901009 03 08/01/98 0
58768 O 07/01/28
0
1772571 638/G01 F 310,000.00 ZZ
360 309,764.12 1
390 DIAMOND STREET 7.375 2,141.09 55
7.125 2,141.09 565,000.00
LAGUNA BEACH CA 92651 2 06/17/98 00
0430901587 05 08/01/98 0
8759717 O 07/01/28
0
1772574 638/G01 F 115,500.00 ZZ
360 115,414.29 1
2485 CAMINITO VENIDO 7.500 807.59 75
7.250 807.59 155,000.00
SAN DIEGO CA 92107 2 06/11/98 00
0430901140 03 08/01/98 0
8746296 O 07/01/28
0
1772576 638/G01 F 315,000.00 ZZ
360 314,766.22 1
23942 STAGG STREET 7.500 2,202.53 60
7.250 2,202.53 528,000.00
WEST HILLS CA 91304 2 06/19/98 00
0430901363 05 08/01/98 0
8755377 O 07/01/28
0
1
1772577 195/G01 F 583,500.00 ZZ
360 583,056.00 1
2512 VIA SANCHEZ 7.375 4,030.09 75
7.125 4,030.09 778,000.00
PALOS VERDES CA 90274 1 06/24/98 00
0430900209 05 08/01/98 0
58457 O 07/01/28
0
1772581 638/G01 F 128,800.00 ZZ
360 128,701.99 1
418 COMMODORE DRIVE 7.375 889.59 80
7.125 889.59 161,000.00
RICHMOND CA 94804 1 06/25/98 00
0430901371 03 08/01/98 0
8757390 O 07/01/28
0
1772583 638/G01 F 337,500.00 ZZ
360 337,249.53 1
18605 EAST VANTAGE POINTE DRIV 7.500 2,359.85 75
7.250 2,359.85 450,000.00
ROWLAND HEIGHTS CA 91748 2 06/09/98 00
0430901389 03 08/01/98 0
8747119 O 07/01/28
0
1772584 893/G01 F 235,000.00 ZZ
360 235,000.00 1
58 TURNSWORTH AVENUE 7.375 1,623.09 27
7.125 1,623.09 885,400.00
REDWOOD CITY CA 94062 2 07/02/98 00
0430901868 05 09/01/98 0
1980639 O 08/01/28
0
1772587 638/G01 F 580,000.00 ZZ
360 579,569.56 1
11 DEGRAAF COURT 7.500 4,055.44 80
7.250 4,055.44 725,000.00
MAHWAH NJ 07430 2 06/15/98 00
0430901397 05 08/01/98 0
8751450 O 07/01/28
0
1772588 195/G01 F 703,500.00 ZZ
360 703,500.00 1
183 RIDGEWAY ROAD 7.250 4,799.12 53
7.000 4,799.12 1,350,000.00
1
WESTON MA 02193 5 07/02/98 00
0430903575 05 09/01/98 0
58704 O 08/01/28
0
1772591 638/G01 F 418,000.00 ZZ
360 417,681.94 1
12510 MOLLY BERRY ROAD 7.375 2,887.02 80
7.125 2,887.02 522,500.00
UPPER MARLBORO MD 20772 1 06/30/98 00
0430901413 05 08/01/98 0
8764208 O 07/01/28
0
1772592 765/G01 F 281,000.00 ZZ
360 280,791.45 1
13036 CALLCOTT WAY 7.500 1,964.80 74
7.250 1,964.80 380,000.00
SAN DIEGO CA 92130 2 06/19/98 00
0430907766 03 08/01/98 0
143056 O 07/01/28
0
1772593 638/G01 F 544,000.00 ZZ
360 543,586.06 1
16703 SOUTHERN OAKS DRIVE 7.375 3,757.27 56
7.125 3,757.27 980,000.00
HOUSTON TX 77068 2 06/15/98 00
0430901223 03 08/01/98 0
8747132 O 07/01/28
0
1772594 765/G01 F 130,300.00 ZZ
360 130,200.85 1
11509 AVERN WAY 7.375 899.95 61
7.125 899.95 215,000.00
GRASS VALLEY CA 95949 2 06/24/98 00
0430899807 05 08/01/98 0
335015 O 07/01/28
0
1772597 638/G01 F 240,000.00 ZZ
360 239,817.38 1
1105 HUNTINGTON STREET 7.375 1,657.62 61
7.125 1,657.62 399,000.00
HUNTINGTON BEAC CA 92648 1 06/08/98 00
0430901199 05 08/01/98 0
8754384 O 07/01/28
0
1
1772598 944/G01 F 256,000.00 ZZ
360 255,805.20 1
7841 PRINCEVALLE STREET 7.375 1,768.13 90
7.125 1,768.13 285,000.00
GILROY CA 95020 2 06/22/98 04
0430947952 05 08/01/98 25
5980176STN O 07/01/28
0
1772601 944/G01 F 772,000.00 ZZ
360 771,397.77 1
917 STAGI COURT 7.250 5,266.40 65
7.000 5,266.40 1,200,000.00
LOS ALTOS CA 94024 5 06/22/98 00
0430918441 05 08/01/98 0
6980249STN O 07/01/28
0
1772605 765/G01 F 360,000.00 ZZ
360 359,719.16 1
1984 NORTH LAKE MEAD CIRCLE 7.250 2,455.84 80
7.000 2,455.84 450,000.00
ORANGE CA 92867 1 06/23/98 00
0430899377 03 08/01/98 0
334857 O 07/01/28
0
1772607 638/G01 F 279,200.00 ZZ
360 278,987.55 1
393 CONTRA COSTA AVENUE 7.375 1,928.37 80
7.125 1,928.37 349,000.00
VENTURA CA 93004 2 06/24/98 00
0430899351 05 08/01/98 0
8761032 O 07/01/28
0
1772609 638/G01 F 121,000.00 ZZ
360 120,907.93 1
887 CALIENTE AVENUE 7.375 835.72 62
7.125 835.72 198,000.00
LIVERMORE CA 94550 2 06/19/98 00
0430899302 05 08/01/98 0
8760019 O 07/01/28
0
1772611 638/G01 F 247,300.00 ZZ
360 247,111.82 1
1
24095 GOURAMI BAY 7.375 1,708.04 71
7.125 1,708.04 350,000.00
DANA POINT CA 92629 2 06/17/98 00
0430899278 03 08/01/98 0
8754401 O 07/01/28
0
1772612 964/G01 F 536,800.00 ZZ
360 536,800.00 1
120 CORTE RAMON 7.375 3,707.54 80
7.125 3,707.54 671,000.00
GREENBRAE CA 94904 1 07/09/98 00
0430895417 05 09/01/98 0
38413 O 08/01/28
0
1772613 G43/G01 F 250,000.00 ZZ
360 250,000.00 1
1105 HERON ROAD 7.250 1,705.44 80
7.000 1,705.44 312,500.00
KEY LARGO FL 33037 1 07/10/98 00
0430901611 05 09/01/98 0
9806012 O 08/01/28
0
1772614 638/G01 F 198,750.00 ZZ
360 198,598.76 1
1120 VALENCIA COURT 7.375 1,372.72 75
7.125 1,372.72 265,000.00
TRACY CA 95376 1 06/22/98 00
0430899203 05 08/01/98 0
8758835 O 07/01/28
0
1772618 638/G01 F 314,650.00 ZZ
360 314,410.58 1
6212 STRAWBERRY STATION LOOP 7.375 2,173.21 80
7.125 2,173.21 393,360.00
ROSEVILLE CA 95747 1 06/23/98 00
0430899146 03 08/01/98 0
8759530 O 07/01/28
0
1772632 964/G01 F 439,200.00 ZZ
360 439,200.00 1
18 BAY CANYON ROAD 7.250 2,996.12 80
7.000 2,996.12 549,000.00
NOVATO CA 94945 1 07/01/98 00
0430898684 05 09/01/98 0
1
37005 O 08/01/28
0
1772634 664/G01 F 396,000.00 ZZ
360 395,683.32 1
10336 CHRYSANTHEMUM LANE 7.125 2,667.93 72
6.875 2,667.93 551,000.00
LOS ANGELES CA 90077 2 06/24/98 00
0430917153 05 08/01/98 0
2607596 O 07/01/28
0
1772642 964/G01 F 260,000.00 ZZ
360 260,000.00 1
2114 FELIZ DRIVE 7.125 1,751.67 80
6.875 1,751.67 325,000.00
NOVATO CA 94945 1 07/02/97 00
0430895375 05 09/01/98 0
38924 O 08/01/28
0
1772648 638/G01 F 467,800.00 ZZ
360 467,469.83 1
5217 SPRINGRIDGE WAY 7.750 3,351.38 72
7.500 3,351.38 650,000.00
FAIRFIELD CA 94533 5 06/17/98 00
0430898817 03 08/01/98 0
8754912 O 07/01/28
0
1772651 638/G01 F 286,000.00 ZZ
360 285,793.00 1
677 HENNESSY AVENUE 7.625 2,024.29 78
7.375 2,024.29 369,000.00
SIMI VALLEY CA 93065 2 06/10/98 00
0430898841 03 08/01/98 0
8755781 O 07/01/28
0
1772652 E23/G01 F 252,000.00 ZZ
360 252,000.00 1
11589 CAMINITO CORRIENTE 7.500 1,762.02 80
7.250 1,762.02 315,000.00
SAN DIEGO CA 92128 1 07/06/98 00
0430908186 03 09/01/98 0
10503861 O 08/01/28
0
1
1772655 638/G01 F 126,400.00 ZZ
360 126,308.52 1
3904 1ST STREET 7.625 894.65 80
7.375 894.65 158,000.00
WOODWARD OK 73801 1 06/29/98 00
0430908756 05 08/01/98 0
8757726 O 07/01/28
0
1772656 624/G01 F 412,000.00 ZZ
360 412,000.00 1
853 MIRANDA CREEK COURT 7.375 2,845.58 61
7.125 2,845.58 680,000.00
ALAMO CA 94507 2 07/15/98 00
0430954800 05 09/01/98 0
86500380126 O 08/01/28
0
1772664 664/G01 F 270,000.00 ZZ
360 269,804.58 1
2733 WINFIELD DRIVE 7.625 1,911.05 43
7.375 1,911.05 635,000.00
MOUNTAIN VIEW CA 94040 5 06/22/98 00
0430911776 05 08/01/98 0
2622488 O 07/01/28
0
1772666 638/G01 F 289,750.00 ZZ
360 289,534.97 1
2133 EAST SAPIUM WAY 7.500 2,025.97 94
7.250 2,025.97 310,000.00
PHOENIX AZ 85048 1 06/25/98 04
0430899591 03 08/01/98 30
8756980 O 07/01/28
0
1772676 638/G01 F 254,000.00 ZZ
360 253,825.20 1
26822 ANDALUSIA CIRCLE 7.875 1,841.68 72
7.625 1,841.68 355,000.00
MISSION VIEJO CA 92691 2 06/03/98 00
0430899575 05 08/01/98 0
8753747 O 07/01/28
0
1772680 638/G01 F 295,200.00 ZZ
360 294,991.65 1
3326 AVENIDA SIERRA 7.750 2,114.85 78
7.500 2,114.85 380,000.00
1
ESCONDIDO CA 92029 5 06/04/98 00
0430899492 05 08/01/98 0
8748261 O 07/01/28
0
1772682 638/G01 F 285,000.00 ZZ
360 284,596.41 1
24011 FRIGATE DRIVE 7.750 2,041.77 72
7.500 2,041.77 400,000.00
LAGUNA NIGUEL CA 92677 2 05/22/98 00
0430899674 03 07/01/98 0
8747032 O 06/01/28
0
1772684 638/G01 F 300,000.00 ZZ
360 299,596.08 1
2336 JANE LANE 8.000 2,201.29 80
7.750 2,201.29 375,000.00
MOUNTAIN VIEW CA 94043 5 05/27/98 00
0430900001 05 07/01/98 0
8746405 O 06/01/28
0
1772686 638/G01 F 248,000.00 ZZ
360 247,820.50 1
11626 BABBITT AVENUE 7.625 1,755.33 80
7.375 1,755.33 310,000.00
GRANADA HILLS CA 91344 5 06/08/98 00
0430899666 05 08/01/98 0
8744297 O 07/01/28
0
1772690 638/G01 F 179,200.00 ZZ
360 179,073.52 1
11145 CAMINITO INOCENTA 7.750 1,283.81 80
7.500 1,283.81 224,000.00
SAN DIEGO CA 92126 1 06/05/98 00
0430900118 01 08/01/98 0
8746367 O 07/01/28
0
1772691 638/G01 F 270,000.00 ZZ
360 269,617.65 1
1066 GRIZZLY PEAK BOULEVARD 7.750 1,934.31 50
7.500 1,934.31 550,000.00
BERKELEY CA 94708 2 05/27/98 00
0430899518 05 07/01/98 0
8739099 O 06/01/28
0
1
1772697 638/G01 F 268,000.00 ZZ
360 267,820.18 1
11460 LARMIER CIRCLE 8.000 1,966.49 80
7.750 1,966.49 335,000.00
SAN DIEGO CA 92131 1 06/03/98 00
0430899971 05 08/01/98 0
8738499 O 07/01/28
0
1772704 638/G01 F 288,000.00 ZZ
360 287,796.73 1
548 MONTELEONE AVENUE 7.750 2,063.27 80
7.500 2,063.27 360,000.00
AGOURA CA 91301 1 06/15/98 00
0430899625 03 08/01/98 0
8754302 O 07/01/28
0
1772708 638/G01 F 276,000.00 ZZ
360 275,810.06 1
5854 CARNEGIE STREET 7.875 2,001.19 80
7.625 2,001.19 345,000.00
SAN DIEGO CA 92122 5 06/04/98 00
0430899989 05 08/01/98 0
8753838 O 07/01/28
0
1772710 637/G01 F 273,500.00 ZZ
360 272,917.14 1
17390 SERENE DRIVE 7.750 1,959.39 79
7.500 1,959.39 350,000.00
MORGAN HILL CA 95037 2 04/02/98 00
0430897900 05 06/01/98 0
8978801 O 05/01/28
0
1772712 638/G01 F 287,000.00 ZZ
360 286,802.49 1
4153 HIDDEN VALLEY ROAD 7.875 2,080.95 80
7.625 2,080.95 360,000.00
LAFAYETTE CA 94549 2 06/12/98 00
0430901892 05 08/01/98 0
8756145 O 07/01/28
0
1772717 638/G01 F 217,000.00 ZZ
360 216,846.85 1
1
2230 LOCH LOMOND DRIVE 7.750 1,554.61 79
7.500 1,554.61 277,000.00
VIENNA VA 22181 2 06/19/98 00
0430901736 05 08/01/98 0
8757917 O 07/01/28
0
1772719 168/168 F 332,000.00 ZZ
360 331,747.38 1
9E MANOR ROAD NORTH 7.375 2,293.04 80
7.125 2,293.04 415,000.00
GREENLAWN NY 11740 1 06/26/98 00
0239849361 05 08/01/98 0
0239849361 O 07/01/28
0
1772723 638/G01 F 290,000.00 ZZ
360 289,795.32 1
2 MAIDSTONE 7.750 2,077.60 70
7.500 2,077.60 420,000.00
COTO DE CAZA CA 92679 2 06/03/98 00
0430900860 03 08/01/98 0
8751413 O 07/01/28
0
1772727 638/G01 F 229,600.00 ZZ
360 229,437.95 1
321 SHOEMAKER LANE 7.750 1,644.88 80
7.500 1,644.88 287,000.00
SOLANA BEACH CA 92075 1 06/09/98 00
0430901132 01 08/01/98 0
8753148 O 07/01/28
0
1772728 815/G01 F 266,400.00 ZZ
360 266,202.29 1
35 CONSTITUTION DRIVE 7.500 1,862.71 80
7.250 1,862.71 333,000.00
SHREWSBURY NJ 07702 1 06/26/98 00
0430901025 05 08/01/98 0
71025 O 07/01/28
0
1772734 815/G01 F 304,000.00 ZZ
360 304,000.00 1
22 HONEYSUCKLE COURT 7.250 2,073.82 80
7.000 2,073.82 380,000.00
MELVILLE NY 11747 1 07/09/98 00
0430901033 03 09/01/98 0
1
40077 O 08/01/28
0
1772752 638/G01 F 227,200.00 ZZ
360 227,039.64 1
5044 GREGORY COURT 7.750 1,627.69 80
7.500 1,627.69 284,000.00
SANTA ROSA CA 95409 1 06/05/98 00
0430900845 05 08/01/98 0
8751786 O 07/01/28
0
1772755 638/G01 F 256,000.00 ZZ
360 255,819.31 1
11 FOX ROAD 7.750 1,834.02 80
7.500 1,834.02 320,000.00
TRUMBULL CT 06611 1 06/26/98 00
0430900837 05 08/01/98 0
8747704 O 07/01/28
0
1772756 638/G01 F 179,300.00 ZZ
360 179,176.61 1
2217 BROOKHAVEN PASS 7.875 1,300.05 71
7.625 1,300.05 255,000.00
VISTA CA 92083 2 06/01/98 00
0430900829 05 08/01/98 0
8749480 O 07/01/28
0
1772763 638/G01 F 324,800.00 ZZ
360 324,362.67 1
6436 GONDOLA WAY 8.000 2,383.27 80
7.750 2,383.27 406,000.00
SAN JOSE CA 95120 2 05/07/98 00
0430900811 05 07/01/98 0
8743974 O 06/01/28
0
1772765 638/G01 F 369,000.00 ZZ
360 368,746.05 1
2152 KENILWORTH AVENUE 7.875 2,675.51 74
7.625 2,675.51 500,000.00
LOS ANGELES CA 90039 2 06/01/98 00
0430901876 05 08/01/98 0
8745088 O 07/01/28
0
1
1772766 638/G01 F 290,000.00 ZZ
360 289,790.11 1
2897 CLEAR POND COURT 7.625 2,052.60 73
7.375 2,052.60 400,000.00
DAVIDSONVILLE MD 21035 2 06/26/98 00
0430912527 05 08/01/98 0
8745863 O 07/01/28
0
1772768 638/G01 F 143,200.00 ZZ
360 143,101.45 1
44 ROCKCREST CIRCLE 7.875 1,038.30 80
7.625 1,038.30 179,000.00
ROCKVILLE MD 20851 1 01/19/98 00
0430900142 03 08/01/98 0
3173333 O 07/01/28
0
1772773 455/G01 F 206,250.00 ZZ
360 206,250.00 1
3520 STONECLIFF WAY 7.625 1,459.83 75
7.375 1,459.83 275,000.00
WOODSTOCK GA 30189 5 07/07/98 00
0430901827 03 09/01/98 0
59529 O 08/01/28
0
1772793 E82/G01 F 156,000.00 ZZ
360 156,000.00 1
20 MOCKINGBIRD LANE 7.500 1,090.77 68
7.250 1,090.77 230,000.00
PETERSBURG NJ 08270 2 07/07/98 00
0400104261 05 09/01/98 0
0400104261 O 08/01/28
0
1772801 A46/G01 F 82,950.00 ZZ
360 82,885.29 2
355 FANTAIL LOOP 7.250 565.87 61
7.000 565.87 137,950.00
AUSTIN TX 78734 1 06/12/98 00
0430917120 05 08/01/98 0
UNKNOWN O 07/01/28
0
1772805 624/G01 F 248,000.00 ZZ
360 247,806.53 1
3853 RIVERBEND TERRACE 7.250 1,691.80 80
7.000 1,691.80 310,000.00
1
FREMONT CA 94555 2 06/23/98 00
0430916387 03 08/01/98 0
87500180516 O 07/01/28
0
1772823 L50/G01 F 140,000.00 ZZ
360 139,893.47 1
4614 NORTH CONWELL AVENUE 7.375 966.95 88
7.125 966.95 160,000.00
COVINA CA 91722 2 06/29/98 04
0430903005 05 08/01/98 25
25110085 O 07/01/28
0
1772826 356/G01 F 282,000.00 ZZ
360 281,790.71 1
1230 LLAGAS RD 7.500 1,971.79 57
7.250 1,971.79 500,000.00
MORGAN HILL CA 95037 5 06/16/98 00
0430899179 05 08/01/98 0
2494102 O 07/01/28
0
1772856 168/168 F 236,000.00 ZZ
360 235,806.56 1
2322 VISTA COURT 7.000 1,570.11 80
6.750 1,570.11 295,000.00
YORKTOWN HEIGHT NY 10598 1 06/10/98 00
0189349433 05 08/01/98 0
0189349433 O 07/01/28
0
1772858 168/168 F 320,000.00 ZZ
360 317,951.06 1
400 BARFIELD DRIVE 6.875 2,102.17 80
6.625 2,102.17 400,000.00
SUMMERVILLE SC 29485 2 06/03/98 00
0239834712 03 07/01/98 0
0239834712 O 06/01/28
0
1772889 A50/A50 F 275,000.00 ZZ
360 274,790.74 1
10011 CHATTSWORTH ROAD 7.375 1,899.36 62
7.125 1,899.36 450,000.00
MIDLAND GA 31820 5 06/08/98 00
109494 05 08/01/98 0
109494 O 07/01/28
0
1
1772893 B37/G01 F 223,900.00 ZZ
360 223,900.00 1
3013 WOOD TRAIL 7.500 1,565.54 80
7.250 1,565.54 279,900.00
FLOWER MOUND TX 75028 1 07/09/98 00
0430911461 03 09/01/98 0
290529 O 08/01/28
0
1772894 B37/G01 F 320,000.00 ZZ
360 320,000.00 1
3913 VINTAGE PLACE 7.125 2,155.90 77
6.875 2,155.90 419,992.00
FLOWER MOUND TX 75028 1 07/10/98 00
0430911230 03 09/01/98 0
0290797 O 08/01/28
0
1772897 B68/G01 F 202,000.00 ZZ
360 201,857.43 1
2206 ARCHDALE COURT 7.750 1,447.15 77
7.500 1,447.15 265,500.00
SOUTH SAN FRANC CA 94080 2 06/22/98 00
0430900357 09 08/01/98 0
57028313 O 07/01/28
0
1772902 966/G01 F 168,000.00 ZZ
360 167,872.17 1
5304 YACHT CLUB DRIVE 7.375 1,160.33 80
7.125 1,160.33 210,000.00
ROCKWALL TX 75087 1 06/29/98 00
0430906610 03 08/01/98 0
30006910 O 07/01/28
0
1772907 966/G01 F 650,000.00 ZZ
360 649,480.21 1
4424 LORRAINE AVENUE 7.125 4,379.17 79
6.875 4,379.17 825,000.00
HIGHLAND PARK TX 75205 1 06/29/98 00
0430906693 05 08/01/98 0
30006872 O 07/01/28
0
1772920 721/G01 F 424,000.00 ZZ
360 423,336.48 1
1
1121 CHEROKEE ROAD 7.250 2,892.43 80
7.000 2,892.43 530,000.00
LONG LAKE MN 55356 2 05/27/98 00
0430903492 05 07/01/98 0
7810055939 O 06/01/28
0
1772927 721/G01 F 263,000.00 ZZ
360 262,588.42 1
570 SUNNY SHADOWS 7.250 1,794.13 57
7.000 1,794.13 462,500.00
VICTORIA MN 55319 1 05/29/98 00
0430903971 05 07/01/98 0
7810049715 O 06/01/28
0
1772935 721/G01 F 600,000.00 ZZ
360 599,061.05 1
4611 WOODDALE AVENUE SOUTH 7.250 4,093.06 80
7.000 4,093.06 750,000.00
EDINA MN 55424 2 05/21/98 00
0430905414 05 07/01/98 0
7810033377 O 06/01/28
0
1772940 721/G01 F 450,000.00 ZZ
360 449,295.78 1
280 EDGEWOOD LANE 7.250 3,069.80 75
7.000 3,069.80 600,000.00
WEST SAINT PAUL MN 55118 2 05/06/98 00
0430901785 05 07/01/98 0
7810034101 O 06/01/28
0
1772952 721/G01 F 315,000.00 ZZ
360 314,507.05 1
3919 BEAVER RIDGE TRAIL 7.250 2,148.86 75
7.000 2,148.86 425,000.00
CEDAR FALLS IA 50613 2 05/01/98 00
0430902163 05 07/01/98 0
7810053174 O 06/01/28
0
1772957 721/G01 F 271,200.00 ZZ
360 270,983.12 1
1820 SOUTH 183RD CIRCLE 7.125 1,827.13 80
6.875 1,827.13 339,000.00
OMAHA NE 68130 1 06/26/98 00
0430901314 05 08/01/98 0
1
7810061968 O 07/01/28
0
1772964 721/G01 F 300,000.00 ZZ
360 299,760.09 1
6120 MURRAY COURT 7.125 2,021.16 74
6.875 2,021.16 410,000.00
SHOREWOOD MN 55331 2 06/16/98 00
0430901702 05 08/01/98 0
7810058504 O 07/01/28
0
1772970 721/G01 F 356,000.00 ZZ
360 355,715.31 1
822 PARK PLACE DRIVE 7.125 2,398.44 80
6.875 2,398.44 445,000.00
MENDOTA HEIGHTS MN 55118 1 06/15/98 00
0430901660 05 08/01/98 0
7810058186 O 07/01/28
0
1772971 E22/G01 F 125,000.00 ZZ
360 125,000.00 1
36 SUMMER STREET 7.000 831.63 66
6.750 831.63 190,000.00
MEDFORD MA 02155 5 07/02/98 00
0410834030 05 09/01/98 0
410834030 O 08/01/28
0
1772980 721/G01 F 243,500.00 ZZ
360 243,305.27 1
N7123 MILL POND WAY 7.125 1,640.51 74
6.875 1,640.51 333,000.00
MERTON WI 53056 2 06/05/98 00
0430901942 05 08/01/98 0
7810061785 O 07/01/28
0
1772988 721/G01 F 316,000.00 ZZ
360 315,747.29 1
564 RIESLING POINT 7.125 2,128.96 80
6.875 2,128.96 395,000.00
WAUKEE IA 50263 1 06/05/98 00
0430903286 03 08/01/98 0
7810035385 O 07/01/28
0
1
1772991 721/G01 F 430,000.00 ZZ
360 429,310.23 1
5115 SPRING OAK COURT NE 7.125 2,896.99 77
6.875 2,896.99 560,000.00
CEDAR RAPIDS IA 52411 1 06/01/98 00
0430903765 05 07/01/98 0
7810060052 O 06/01/28
0
1772992 E22/G01 F 166,000.00 ZZ
360 165,882.84 1
63 RIDGEDALE ROAD 7.750 1,189.24 80
7.500 1,189.24 207,500.00
MONROE CT 06468 1 06/30/98 00
0410870406 05 08/01/98 0
410870406 O 07/01/28
0
1773011 721/G01 F 310,000.00 ZZ
360 309,739.56 1
21912 CHAPEL HILL DRIVE 6.875 2,036.48 76
6.625 2,036.48 410,000.00
BARRINGTON IL 60010 1 06/26/98 00
0430903450 05 08/01/98 0
7810061761 O 07/01/28
0
1773023 721/G01 F 239,600.00 ZZ
360 239,403.60 1
3129 E. DESERT FLOWER LANE 7.000 1,594.07 80
6.750 1,594.07 299,500.00
PHOENIX AZ 85048 1 06/15/98 00
0430903484 03 08/01/98 0
7810063222 O 07/01/28
0
1773024 E22/G01 F 132,400.00 ZZ
360 132,299.26 1
3820 TOMMY ARMOUR CIRCLE 7.375 914.45 65
7.125 914.45 203,700.00
BILLINGS MT 59106 2 06/26/98 00
0410916571 05 08/01/98 0
410916571 O 07/01/28
0
1773025 E22/G01 F 176,000.00 ZZ
360 175,859.26 1
5910 LONG COVE 7.125 1,185.74 80
6.875 1,185.74 220,000.00
1
GARLAND TX 75044 1 06/29/98 00
0410917884 05 08/01/98 0
410917884 O 07/01/28
0
1773027 E22/G01 F 117,250.00 ZZ
360 117,162.98 1
3611 HERMITAGE PLACE DRIVE 7.500 819.83 70
7.250 819.83 167,500.00
WAXHAW NC 28173 1 06/17/98 00
0410890867 05 08/01/98 0
410890867 O 07/01/28
0
1773028 721/G01 F 405,000.00 ZZ
360 404,668.02 1
5331 145TH PLACE SOUTHEAST 7.000 2,694.48 55
6.750 2,694.48 745,000.00
BELLEVUE WA 98006 1 06/19/98 00
0430901355 03 08/01/98 0
7810061776 O 07/01/28
0
1773029 952/G01 F 380,000.00 ZZ
360 379,731.80 1
6 VICTORIA LANE 7.750 2,722.37 66
7.500 2,722.37 580,000.00
MAHWAH NJ 07430 1 07/01/98 00
0430897157 05 08/01/98 0
98002337 O 07/01/28
0
1773031 E22/G01 F 216,950.00 ZZ
360 216,796.88 1
12175 WILDWOOD SPRINGS DR 7.750 1,554.26 70
7.500 1,554.26 310,000.00
ROSWELL GA 30075 1 06/29/98 00
0410925036 03 08/01/98 0
410925036 O 07/01/28
0
1773035 K08/G01 F 403,000.00 ZZ
360 402,729.60 1
4919 DEER CREEK CIRCLE NORTH 8.000 2,957.07 76
7.750 2,957.07 535,000.00
WASHINGTON TOWN MI 48094 2 07/02/98 00
0410943435 05 08/01/98 0
410943435 O 07/01/28
0
1
1773037 721/G01 F 314,600.00 ZZ
360 314,095.34 1
2641 WEXFORD COURT 7.125 2,119.52 70
6.875 2,119.52 450,000.00
NEW BRIGHTON MN 55112 2 05/07/98 00
0430901124 05 07/01/98 0
7810050376 O 06/01/28
0
1773085 E22/G01 F 218,000.00 ZZ
360 217,849.98 1
9776 SOUTH ASHLEIGH PLACE 7.875 1,580.65 92
7.625 1,580.65 238,000.00
LITTLETON CO 80126 2 06/29/98 04
0410934640 03 08/01/98 30
410934640 O 07/01/28
0
1773123 562/G01 F 93,000.00 ZZ
360 93,000.00 1
243 15TH STREET 7.625 658.25 60
7.375 658.25 155,000.00
BROOKLYN NY 11215 5 07/07/98 00
0430905067 05 09/01/98 0
565036 O 08/01/28
0
1773127 765/G01 F 281,600.00 ZZ
360 281,600.00 1
6142 WEST 75TH STREET 7.375 1,944.95 80
7.125 1,944.95 352,000.00
LOS ANGELES CA 90045 1 07/01/98 00
0430914853 05 09/01/98 0
334728 O 08/01/28
0
1773132 562/562 F 640,000.00 ZZ
360 640,000.00 1
2 SPANISH COVE ROAD 7.375 4,420.33 70
7.125 4,420.33 915,000.00
LARCHMONT NY 10538 1 07/13/98 00
571554 05 09/01/98 0
571554 O 08/01/28
0
1773140 893/G01 F 372,000.00 ZZ
360 372,000.00 1
1
7008 ESTRELLA DE MAR ROAD 7.375 2,569.31 51
7.125 2,569.31 740,000.00
CARLSBAD CA 92009 2 07/01/98 00
0430900696 05 09/01/98 0
98062214 O 08/01/28
0
1773145 944/G01 F 239,200.00 ZZ
360 239,200.00 1
5754 COLTON BOULEVARD 7.500 1,672.52 80
7.250 1,672.52 299,000.00
OAKLAND CA 94611 1 07/01/98 00
0430910513 05 09/01/98 0
16130 O 08/01/28
0
1773148 A50/A50 F 297,000.00 ZZ
360 296,779.58 1
119 ELM STREET 7.500 2,076.67 90
7.250 2,076.67 330,000.00
BIRMINGHAM AL 35213 1 06/11/98 04
103931 05 08/01/98 25
103931 O 07/01/28
0
1773150 638/G01 F 212,000.00 ZZ
360 211,838.69 1
1084 WILDWOOD ROAD #B 7.375 1,464.23 80
7.125 1,464.23 265,000.00
AVON CO 81620 1 07/02/98 00
0430900381 09 08/01/98 0
8757370 O 07/01/28
0
1773158 638/G01 F 305,500.00 ZZ
360 305,267.54 1
16308 ORCHARD BEND ROAD 7.375 2,110.01 77
7.125 2,110.01 400,000.00
POWAY CA 92064 2 06/16/98 00
0430900522 05 08/01/98 0
8757920 O 07/01/28
0
1773164 E76/G01 F 396,400.00 ZZ
360 396,090.77 1
6311 CLUB LAKE COURT 7.250 2,704.15 76
7.000 2,704.15 525,000.00
DALLAS TX 75214 2 06/05/98 00
0430902528 05 08/01/98 0
1
9806008 O 07/01/28
0
1773165 638/G01 F 282,000.00 ZZ
360 281,785.42 1
5875 ARLENE WAY 7.375 1,947.70 73
7.125 1,947.70 389,000.00
LIVERMORE CA 94550 2 06/24/98 00
0430899898 05 08/01/98 0
8756798 O 07/01/28
0
1773169 E76/G01 F 351,000.00 ZZ
360 350,726.19 1
5712 SOUTH SHERIDAN BLVD 7.250 2,394.44 90
7.000 2,394.44 390,000.00
LITTLETON CO 80123 1 06/26/98 10
0430900928 03 08/01/98 25
9806051 O 07/01/28
0
1773171 665/G01 F 300,000.00 ZZ
360 299,788.26 1
13482 PASEO TERRANO 7.750 2,149.24 80
7.500 2,149.24 375,000.00
SALINAS CA 93908 1 06/01/98 00
0430926022 05 08/01/98 0
9801221968 O 07/01/28
0
1773177 E76/G01 F 224,900.00 ZZ
360 224,733.09 1
5551 BLUE SAGE DRIVE 7.500 1,572.54 79
7.250 1,572.54 287,000.00
LITTLETON CO 80123 1 06/19/98 00
0430900035 03 08/01/98 0
9805021 O 07/01/28
0
1773178 685/G01 F 400,000.00 ZZ
360 400,000.00 1
2208 NORTH AZALEA DRIVE 7.625 2,831.17 74
7.375 2,831.17 545,000.00
ORANGE CA 92867 5 07/01/98 00
0430904359 03 09/01/98 0
113616 O 08/01/28
0
1
1773181 105/G01 F 280,000.00 ZZ
360 280,000.00 1
297 ST. GEORGE STREET 7.250 1,910.10 80
7.000 1,910.10 350,000.00
ST. AUGUSTINE FL 32084 1 07/02/98 00
0430926204 05 09/01/98 0
802000255 O 08/01/28
0
1773185 E76/G01 F 252,800.00 ZZ
360 252,597.84 1
3609 ASARO PLACE 7.125 1,703.16 80
6.875 1,703.16 316,000.00
PLANO TX 75075 1 06/19/98 00
0430915603 05 08/01/98 0
9806009 O 07/01/28
0
1773191 E76/G01 F 292,500.00 ZZ
360 292,271.82 1
1739 WEST 113TH AVENUE 7.250 1,995.37 90
7.000 1,995.37 325,000.00
DENVER CO 80234 1 06/19/98 10
0430913434 03 08/01/98 25
9806077 O 07/01/28
0
1773207 E22/G01 F 94,500.00 ZZ
360 94,431.60 1
1486 HIGHLAND DRIVE 7.625 668.87 62
7.375 668.87 154,500.00
PLACERVILLE CA 95667 1 06/23/98 00
0410917082 05 08/01/98 0
410917082 O 07/01/28
0
1773208 E22/G01 F 108,800.00 ZZ
360 108,800.00 1
813 GLEN MEADOW DRIVE 7.750 779.46 80
7.500 779.46 136,000.00
SPARKS NV 89434 2 07/01/98 00
0410921639 05 09/01/98 0
410921639 O 08/01/28
0
1773209 E22/G01 F 126,000.00 ZZ
360 126,000.00 1
2237 INDIAN WELLS COURT 7.625 891.82 70
7.375 891.82 180,000.00
1
SACRAMENTO CA 95833 1 07/07/98 00
0410944565 03 09/01/98 0
410944565 O 08/01/28
0
1773210 E22/G01 F 285,000.00 ZZ
360 285,000.00 1
1789 LINNET LANE 7.375 1,968.42 63
7.125 1,968.42 455,000.00
SUNNYVALE CA 94087 5 06/30/98 00
0410943948 05 09/01/98 0
410943948 O 08/01/28
0
1773218 575/G01 F 265,000.00 ZZ
360 264,788.08 1
1470 SOLLERS WHARF ROAD 7.125 1,785.36 88
6.875 1,785.36 303,000.00
LUSBY MD 20657 4 06/19/98 12
0430902999 05 08/01/98 25
6849111 O 07/01/28
0
1773219 E22/G01 F 113,200.00 ZZ
360 113,122.10 2
547 NORTH 6TH STREET 7.875 820.78 80
7.625 820.78 141,560.00
HARRISBURG OR 97446 1 06/26/98 00
0410927016 05 08/01/98 0
410927016 O 07/01/28
0
1773234 575/G01 F 60,000.00 ZZ
360 59,950.81 1
48 CHARLTON HILL 7.000 399.19 56
6.750 399.19 107,500.00
HAMDEN CT 06518 1 06/30/98 00
0430903195 01 08/01/98 0
9133158 O 07/01/28
0
1773260 638/G01 F 150,800.00 ZZ
360 150,693.57 1
11575 HAZELWOOD LOOP 7.750 1,080.35 67
7.500 1,080.35 226,000.00
TIGARD OR 97223 2 06/04/98 00
0430902395 05 08/01/98 0
8753880 O 07/01/28
0
1
1773268 757/757 F 350,000.00 ZZ
360 349,733.67 1
2766 SUMMITT DRIVE 7.375 2,417.37 52
7.125 2,417.37 675,000.00
BIG CANOE GA 30143 2 06/26/98 00
3354382 05 08/01/98 0
3354382 O 07/01/28
0
1773270 638/G01 F 232,000.00 ZZ
360 231,819.02 1
5925 NORTH CAMINO MIRAVAL 7.250 1,582.65 80
7.000 1,582.65 290,000.00
TUSCON AZ 85718 1 06/30/98 00
0430899708 03 08/01/98 0
8734603 O 07/01/28
0
1773273 367/367 F 310,000.00 ZZ
360 309,538.44 1
4218 SILVERWOOD LANE 7.500 2,167.56 69
7.250 2,167.56 450,000.00
BETHESDA MD 20816 1 05/13/98 00
984459 05 07/01/98 0
984459 O 06/01/28
0
1773288 105/G01 F 285,000.00 ZZ
360 284,788.49 1
19204 REATA TRAIL 7.500 1,992.76 95
7.250 1,992.76 300,000.00
SAN ANTONIO TX 78258 1 06/22/98 10
0430932822 03 08/01/98 30
1195577 O 07/01/28
0
1773289 638/G01 F 341,000.00 ZZ
360 340,727.31 1
2110 MATTHEWS DRIVE 7.125 2,297.38 80
6.875 2,297.38 426,268.00
AUSTIN TX 78703 1 06/23/98 00
0430902411 05 08/01/98 0
8750451 O 07/01/28
0
1773340 E33/G01 F 590,000.00 ZZ
360 590,000.00 1
1
1085 WINDHAVEN COURT 7.125 3,974.94 74
6.875 3,974.94 805,000.00
LAKE FOREST IL 60045 2 07/10/98 00
0430911198 03 09/01/98 0
314667528 O 08/01/28
0
1773359 676/676 F 172,000.00 ZZ
360 171,869.11 1
21 KOEHANA PLACE 7.375 1,187.97 80
7.125 1,187.97 215,000.00
MAKAWAO HI 96768 2 06/18/98 00
870100300780 05 08/01/98 0
870100300780 O 07/01/28
0
1773364 676/676 F 112,000.00 ZZ
360 111,914.77 1
29 HALIU STREET 7.375 773.56 29
7.125 773.56 393,000.00
LAHAINA HI 96761 2 06/17/98 00
300100300822 05 08/01/98 0
300100300822 O 07/01/28
0
1773367 A52/G01 F 110,400.00 ZZ
360 110,400.00 1
2148 CLAIRMONT TERRACE NE 7.625 781.40 69
7.375 781.40 162,000.00
ATLANTA GA 30345 2 07/09/98 00
0430908491 05 09/01/98 0
00 O 08/01/28
0
1773382 966/G01 F 332,700.00 ZZ
360 332,446.84 1
3200 RANKIN STREET 7.375 2,297.88 71
7.125 2,297.88 475,000.00
UNIVERSITY PARK TX 75205 2 06/18/98 00
0430906552 05 08/01/98 0
40005817 O 07/01/28
0
1773395 116/116 F 275,000.00 ZZ
360 275,000.00 1
10718 LAKE WILDCREST 7.125 1,852.73 69
6.875 1,852.73 400,000.00
MAGNOLIA TX 77355 2 07/02/98 00
091066723 03 09/01/98 0
1
091066723 O 08/01/28
0
1773507 A50/A50 F 377,000.00 ZZ
360 376,705.91 1
1811 MICHAEL ROAD 7.250 2,571.80 71
7.000 2,571.80 532,000.00
MONROE GA 30656 2 06/08/98 00
104836 05 08/01/98 0
104836 O 07/01/28
0
1773522 E82/G01 F 232,000.00 ZZ
360 232,000.00 1
4001 HEDGESTONE RUN 7.250 1,582.65 82
7.000 1,582.65 285,000.00
RALEIGH NC 27603 2 07/07/98 04
0400099230 05 09/01/98 12
0400099230 O 08/01/28
0
1773567 E22/G01 F 374,400.00 ZZ
360 374,400.00 1
3417 WADE STREET 7.500 2,617.86 80
7.250 2,617.86 468,000.00
LOS ANGELES CA 90066 1 07/01/98 00
0410923742 05 09/01/98 0
410923742 O 08/01/28
0
1773568 E22/G01 F 564,500.00 ZZ
360 564,500.00 1
12815 SOUTHEAST RIVERCREST 7.500 3,947.07 69
DRIVE 7.250 3,947.07 830,000.00
VANCOUVER WA 98683 2 06/29/98 00
0410843338 05 09/01/98 0
410843338 O 08/01/28
0
1773577 E22/G01 F 200,000.00 ZZ
360 199,851.57 1
7401 ALGONA COURT 7.500 1,398.43 80
7.250 1,398.43 250,000.00
DERWOOD MD 20855 2 06/23/98 00
0410870133 03 08/01/98 0
410870133 O 07/01/28
0
1
1773582 E22/G01 F 85,000.00 ZZ
360 84,933.69 1
113 N. HANCOCK AVE. 7.250 579.85 87
7.000 579.85 98,000.00
COLORADO SPRING CO 80903 2 06/26/98 04
0410914196 05 08/01/98 25
410914196 O 07/01/28
0
1773588 E22/G01 F 252,000.00 ZZ
360 251,808.25 1
10291 N.W. 62ND DRIVE 7.375 1,740.50 80
7.125 1,740.50 315,000.00
PARKLAND FL 33076 1 06/30/98 00
0410929426 03 08/01/98 0
410929426 O 07/01/28
0
1773596 E22/G01 F 180,000.00 ZZ
360 179,863.03 1
2965 CONSTITUTION CT. 7.375 1,243.22 69
7.125 1,243.22 261,000.00
WEST BLOOMFIELD MI 48322 2 07/02/98 00
0410933535 05 08/01/98 0
410933535 O 07/01/28
0
1773597 944/G01 F 487,700.00 ZZ
360 486,955.52 1
43476 LAUREL GLEN COMMON 7.375 3,368.42 80
7.125 3,368.42 609,800.00
FREMONT CA 94539 1 05/22/98 00
0430947945 03 07/01/98 0
4980144ACF O 06/01/28
0
1773605 B57/G01 F 500,000.00 ZZ
360 500,000.00 1
616 COLD CANYON ROAD 7.125 3,368.60 80
6.875 3,368.60 625,000.00
CALABASAS CA 91302 1 07/03/98 00
0430910869 05 09/01/98 0
9812371 O 08/01/28
0
1773618 E22/G01 F 312,000.00 ZZ
360 312,000.00 1
7 NORWOOD AVE 7.875 2,262.22 80
7.625 2,262.22 390,000.00
1
CRANSTON RI 02905 2 07/08/98 00
0410932602 05 09/01/98 0
410932602 O 08/01/28
0
1773633 E22/G01 F 265,000.00 ZZ
360 264,798.36 1
17433 EVENER WAY 7.375 1,830.29 80
7.125 1,830.29 335,000.00
EDEN PRAIRIE MN 55346 2 07/01/98 00
0410933022 05 08/01/98 0
410933022 O 07/01/28
0
1773654 K21/G01 F 457,000.00 ZZ
360 457,000.00 1
648 EAST VIEW WAY 6.875 3,002.16 72
6.625 3,002.16 640,000.00
REDWOOD CITY CA 94062 2 07/02/98 00
0430911347 05 09/01/98 0
989898 O 08/01/28
0
1773685 A50/A50 F 308,000.00 ZZ
360 307,759.73 1
2245 PORTSIDE WAY 7.250 2,101.10 72
7.000 2,101.10 429,000.00
CHARLESTON SC 29407 2 06/22/98 00
75038232950 05 08/01/98 0
75038232950 O 07/01/28
0
1773694 069/G01 F 292,600.00 ZZ
360 292,377.35 1
76 DOVECREST 7.375 2,020.92 80
7.125 2,020.92 365,764.00
IRVINE CA 92620 1 06/16/98 00
0430912212 03 08/01/98 0
2262224236 O 07/01/28
0
1773697 069/G01 F 244,000.00 ZZ
360 243,814.33 1
17401 LIDO LANE 7.375 1,685.25 80
7.125 1,685.25 305,000.00
HUNTINGTON BEAC CA 92647 1 06/08/98 00
0430912139 05 08/01/98 0
236226679 O 07/01/28
0
1
1773701 976/976 F 455,000.00 ZZ
360 454,670.68 1
129 15TH STREET 7.625 3,220.47 77
7.375 3,220.47 595,000.00
MANNHATTAN BEAC CA 90266 2 06/13/98 00
5325761 05 08/01/98 0
5325761 O 07/01/28
0
1773704 976/976 F 292,000.00 ZZ
360 291,788.66 1
348 MERIDIAN DRIVE 7.625 2,066.76 80
7.375 2,066.76 365,000.00
REDWOOD CITY CA 94065 1 06/11/98 00
5327192 01 08/01/98 0
5327192 O 07/01/28
0
1773706 069/G01 F 290,000.00 ZZ
360 290,000.00 1
13 INVERARY 7.375 2,002.96 80
7.125 2,002.96 362,500.00
DOVE CANYON CA 92679 1 07/02/98 00
0430912238 03 09/01/98 0
2212263648 O 08/01/28
0
1773713 K21/G01 F 350,000.00 ZZ
360 350,000.00 1
15867 SEABEC CIRCLE 7.250 2,387.62 45
(PACIFIC PALISADES) 7.000 2,387.62 780,000.00
LOS ANGELES CA 90272 5 07/16/98 00
0430918862 05 09/01/98 0
9899906 O 08/01/28
0
1773714 966/G01 F 288,000.00 ZZ
360 287,769.69 1
5721 MEADOWHAVEN DRIVE 7.125 1,940.31 80
6.875 1,940.31 360,000.00
PLANO TX 75093 1 06/26/98 00
0430906578 05 08/01/98 0
30006961 O 07/01/28
0
1773723 638/G01 F 139,000.00 ZZ
360 138,894.23 1
1
2329 SOUTH BENTLEY AVENUE NO 1 7.375 960.04 64
103 7.125 960.04 219,000.00
LOS ANGELES CA 90064 1 06/04/98 00
0430903187 01 08/01/98 0
8753964 O 07/01/28
0
1773726 637/G01 F 305,600.00 ZZ
360 305,121.76 1
2898 DEL LOMA DRIVE 7.250 2,084.73 80
7.000 2,084.73 382,000.00
SAN JOSE CA 95008 1 05/11/98 00
0430904805 05 07/01/98 0
0010921476 O 06/01/28
0
1773732 637/G01 F 369,350.00 ZZ
360 368,772.00 1
28327 ROTHROCK DRIVE 7.250 2,519.62 75
7.000 2,519.62 492,500.00
RANCHO PALOS VE CA 90275 1 05/08/98 00
0430904748 05 07/01/98 0
8752651 O 06/01/28
0
1773734 976/976 F 240,000.00 ZZ
360 239,838.96 1
3000 CAMINO DE LA SIERRA N.E. 8.000 1,761.04 75
7.750 1,761.04 320,000.00
ALBUQUERQUE NM 87111 5 06/15/98 00
5335008 05 08/01/98 0
5335008 O 07/01/28
0
1773737 637/G01 F 268,000.00 ZZ
360 267,580.59 1
393 ANNA AVENUE 7.250 1,828.24 75
7.000 1,828.24 361,000.00
MOUNTAIN VIEW CA 94043 2 05/12/98 00
0430912741 05 07/01/98 0
0010112779 O 06/01/28
0
1773740 976/976 F 295,200.00 ZZ
360 294,980.91 1
400 GASLIGHT TERRACE 7.500 2,064.09 80
7.250 2,064.09 369,000.00
RICHMOND VA 23229 1 06/22/98 00
5349227 03 08/01/98 0
1
5349227 O 07/01/28
0
1773741 685/G01 F 320,600.00 ZZ
360 320,600.00 1
3 WEST BOULDER CREEK ROAD 7.375 2,214.31 80
7.125 2,214.31 400,849.00
SIMI VALLEY CA 93065 1 07/01/98 00
0430903948 05 09/01/98 0
113799 O 08/01/28
0
1773742 637/G01 F 299,250.00 ZZ
360 298,836.77 1
15150 SWEETWATER COURT 7.875 2,169.77 95
7.625 2,169.77 315,000.00
FT MYERS FL 33912 1 05/15/98 14
0430899500 05 07/01/98 30
0010398964 O 06/01/28
0
1773747 976/976 F 450,000.00 ZZ
360 449,690.31 1
271 POWERS DRIVE 7.875 3,262.82 74
7.625 3,262.82 615,000.00
EL DORADO HILLS CA 95762 2 06/15/98 00
5501708 05 08/01/98 0
5501708 O 07/01/28
0
1773918 562/562 F 224,000.00 ZZ
360 224,000.00 1
115 4TH AVENUE, UNIT 3E 7.500 1,566.25 49
7.250 1,566.25 460,000.00
NEW YORK NY 10003 5 07/10/98 00
566638 08 09/01/98 0
566638 O 08/01/28
0
1774088 168/168 F 350,000.00 ZZ
360 349,726.96 1
5206 ABINGDON ROAD 7.250 2,387.62 77
7.000 2,387.62 455,000.00
BETHESDA MD 20816 2 06/16/98 00
0239857178 05 08/01/98 0
0239857178 O 07/01/28
0
1
1774355 439/G01 F 352,000.00 ZZ
360 348,930.13 1
17455 RINGEL DRIVE 7.950 2,570.60 80
7.700 2,570.60 440,000.00
MORGAN HILL CA 95037 1 07/07/97 00
0430929117 05 09/01/97 0
1909391 O 08/01/27
0
1774356 439/G01 F 490,000.00 ZZ
360 488,546.21 1
341 HOT SPRINGS RD 7.550 3,442.95 37
7.300 3,442.95 1,350,000.00
SANTA BARBARA CA 93108 2 03/05/98 00
0430929133 05 05/01/98 0
1937803 O 04/01/28
0
1774358 439/G01 F 315,000.00 ZZ
360 313,068.37 1
4862 HOEN AVE 7.600 2,224.14 75
7.350 2,224.14 420,000.00
SANTA ROSA CA 95405 1 03/10/98 00
0430929190 05 05/01/98 0
1943896 O 04/01/28
0
1774359 439/G01 F 392,000.00 ZZ
360 390,789.82 1
3651 W OAK TRAIL RD 7.350 2,700.78 66
7.100 2,700.78 600,000.00
SANTA YNEZ CA 93460 2 02/25/98 00
0430929216 05 05/01/98 0
1944147 O 04/01/28
0
1774361 439/G01 F 300,000.00 ZZ
360 299,027.01 1
3266 STONE VALLEY ROAD 7.100 2,016.10 51
6.850 2,016.10 590,000.00
ALAMO CA 94507 1 03/12/98 00
0430929240 05 05/01/98 0
1945563 O 04/01/28
0
1774362 439/G01 F 247,500.00 T
360 247,316.32 1
77542 ASHBURY CT 7.500 1,730.56 62
7.250 1,730.56 404,678.00
1
PALM DESERT CA 92260 1 06/01/98 00
0430929257 03 08/01/98 0
1947132 O 07/01/28
0
1774363 439/G01 F 344,000.00 ZZ
360 343,742.13 1
6 LITTLE LANE 7.450 2,393.54 66
7.200 2,393.54 524,000.00
WHITE PLAINS NY 10605 2 06/12/98 00
0430929265 05 08/01/98 0
1947287 O 07/01/28
0
1774364 439/G01 F 612,000.00 ZZ
360 610,628.86 1
1023 E BAYSIDE COVE 7.500 4,279.20 80
7.250 4,279.20 765,000.00
NEWPORT BEACH CA 92660 1 03/23/98 00
0430929273 01 06/01/98 0
1948520 O 05/01/28
0
1774365 439/G01 F 249,300.00 ZZ
360 249,116.82 1
6907 NW 107TH TERRACE 7.550 1,751.69 80
7.300 1,751.69 311,725.00
PARKLAND FL 33076 1 06/10/98 00
0430929281 03 08/01/98 0
1948629 O 07/01/28
0
1774366 439/G01 F 265,600.00 ZZ
360 265,402.88 1
21 CANDLEWOOD PATH 7.500 1,857.12 74
7.250 1,857.12 360,000.00
DIX HILLS NY 11746 2 06/01/98 00
0430929299 05 08/01/98 0
1949293 O 07/01/28
0
1774367 439/G01 F 312,000.00 ZZ
360 311,119.46 1
483 62ND ST 7.800 2,246.00 80
7.550 2,246.00 390,000.00
NEWPORT BEACH CA 92663 5 03/23/98 00
0430929307 03 05/01/98 0
1949816 O 04/01/28
0
1
1774368 439/G01 F 336,000.00 ZZ
360 335,753.12 1
1377 GARRANS DR 7.550 2,360.88 80
7.300 2,360.88 420,000.00
SAN JOSE CA 95130 1 05/20/98 00
0430929315 05 08/01/98 0
1950117 O 07/01/28
0
1774369 439/G01 F 650,000.00 ZZ
360 647,687.22 1
999 GREENFIELD ROAD 7.200 4,412.13 35
6.950 4,412.13 1,900,000.00
ST HELENA CA 94574 1 04/08/98 00
0430929349 05 06/01/98 0
1950396 O 05/01/28
0
1774370 439/G01 F 831,000.00 ZZ
360 820,607.91 1
468 21ST PLACE 7.550 5,838.96 70
7.300 5,838.96 1,187,500.00
SANTA MONICA CA 90402 1 04/02/98 00
0430929364 05 06/01/98 0
1950616 O 05/01/28
0
1774371 439/G01 F 97,500.00 ZZ
360 97,199.00 1
4600 GRIDER PASS 7.350 671.75 80
7.100 671.75 121,900.00
AUSTIN TX 78749 1 03/18/98 00
0430929372 05 05/01/98 0
1951238 O 04/01/28
0
1774372 439/G01 F 647,400.00 ZZ
360 646,924.32 1
21131 RAINBOW DRIVE 7.550 4,548.91 78
7.300 4,548.91 830,000.00
CUPERTINO CA 95014 1 06/02/98 00
0430929414 05 08/01/98 0
1952820 O 07/01/28
0
1774373 439/G01 F 362,500.00 ZZ
360 362,159.43 1
1
24806 HORSESHOE LANE 7.150 2,448.35 80
6.900 2,448.35 453,147.00
SANTA CLARITA CA 91321 1 06/03/98 00
0430929422 05 08/01/98 0
1953766 O 07/01/28
0
1774374 439/G01 F 252,000.00 ZZ
360 251,812.97 1
352 HENDERSON DRIVE 7.500 1,762.03 80
7.250 1,762.03 315,000.00
SAN JOSE CA 95123 1 06/03/98 00
0430929430 05 08/01/98 0
1954102 O 07/01/28
0
1774375 439/G01 F 280,000.00 ZZ
360 279,656.67 1
1112 LINCOLN AVENUE 7.100 1,881.69 56
6.850 1,881.69 505,000.00
BURLINGAME CA 94010 1 05/29/98 00
0430929455 05 08/01/98 0
1954715 O 07/01/28
0
1774376 439/G01 F 249,900.00 ZZ
360 249,712.67 1
4407 HENDRIX COURT 7.450 1,738.79 72
7.200 1,738.79 347,083.00
SAN JOSE CA 95124 1 05/15/98 00
0430929463 05 08/01/98 0
1954982 O 07/01/28
0
1774377 439/G01 F 350,000.00 ZZ
360 349,718.71 1
330 GLEN SUMMER ROAD 7.100 2,352.12 63
6.850 2,352.12 558,500.00
PASADENA CA 91105 1 05/22/98 00
0430929471 05 08/01/98 0
1955840 O 07/01/28
0
1774378 439/G01 F 508,000.00 ZZ
360 507,622.99 1
1548 ALTURAS DR 7.500 3,552.01 80
7.250 3,552.01 635,000.00
BURLINGAME CA 94010 1 06/01/98 00
0430929497 05 08/01/98 0
1
1956164 O 07/01/28
0
1774380 439/G01 F 299,000.00 ZZ
360 298,771.35 1
1418 E 48TH STREET 7.350 2,060.03 73
7.100 2,060.03 410,000.00
CHICAGO IL 60615 2 06/04/98 00
0430929521 05 08/01/98 0
1956759 O 07/01/28
0
1774381 439/G01 F 271,600.00 ZZ
360 271,388.12 1
355 THE ALALMEDA 7.250 1,852.80 80
7.000 1,852.80 339,500.00
EL GRANADA CA 94018 1 05/18/98 00
0430929539 05 08/01/98 0
1957116 O 07/01/28
0
1774383 439/G01 F 979,800.00 ZZ
360 979,094.40 1
957 STONE CANYON ROAD 7.650 6,951.83 70
7.400 6,951.83 1,400,000.00
LOS ANGELES CA 90077 2 05/22/98 00
0430929547 05 08/01/98 0
1957593 O 07/01/28
0
1774384 439/G01 F 337,000.00 ZZ
360 336,749.89 1
1976 INDEPENDENCE WAY 7.500 2,356.36 75
7.250 2,356.36 450,000.00
PETALUMA CA 94952 2 05/27/98 00
0430929570 05 08/01/98 0
1957596 O 07/01/28
0
1774385 439/G01 F 286,500.00 ZZ
360 286,276.50 1
27432 FRESCA 7.250 1,954.44 77
7.000 1,954.44 375,000.00
MISSION VIEJO CA 92691 2 05/27/98 00
0430929588 03 08/01/98 0
1958791 O 07/01/28
0
1
1774386 439/G01 F 306,000.00 ZZ
360 305,770.62 1
2411 NORTH EAST 48TH STREET 7.450 2,129.13 90
7.200 2,129.13 340,000.00
LIGHTHOUSE POIN FL 33064 1 06/02/98 04
0430929612 05 08/01/98 25
1959149 O 07/01/28
0
1774387 439/G01 F 450,000.00 ZZ
360 449,659.29 1
2717 PRADERA ROAD 7.400 3,115.71 80
7.150 3,115.71 565,000.00
CARMEL CA 93923 5 05/28/98 00
0430929729 05 08/01/98 0
1959346 O 07/01/28
0
1774388 439/G01 F 974,000.00 ZZ
360 969,965.75 1
123 EAST BAYFRONT 7.350 6,710.59 55
7.100 6,710.59 1,800,000.00
NEWPORT BEACH CA 92662 2 06/02/98 00
0430929737 05 08/01/98 0
1959656 O 07/01/28
0
1774389 439/G01 F 517,000.00 ZZ
360 516,592.66 1
126 NEIDER LN 7.200 3,509.34 46
6.950 3,509.34 1,127,000.00
MILL VALLEY CA 94941 1 06/01/98 00
0430929745 03 08/01/98 0
1959923 O 07/01/28
0
1774390 439/G01 F 348,800.00 ZZ
360 348,541.13 1
965 RIDGE DRIVE 7.500 2,438.87 80
7.250 2,438.87 436,000.00
CONCORD CA 94518 1 05/20/98 00
0430929760 05 08/01/98 0
1960190 O 07/01/28
0
1774391 439/G01 F 370,000.00 ZZ
360 369,714.21 1
516 RUISSEAU FRABCAIS AVENUE 7.300 2,536.62 78
7.050 2,536.62 476,000.00
1
HALF MOON BAY CA 94019 1 06/02/98 00
0430929786 03 08/01/98 0
1960287 O 07/01/28
0
1774392 439/G01 F 536,000.00 ZZ
360 535,606.17 1
2690 DRYDEN AVE 7.550 3,766.16 80
7.300 3,766.16 670,000.00
GILROY CA 95020 1 06/01/98 00
0430929836 05 08/01/98 0
1960442 O 07/01/28
0
1774393 439/G01 F 278,000.00 ZZ
360 277,783.12 1
50 ROCKY KNOLL 7.250 1,896.46 74
7.000 1,896.46 375,675.00
IRVINE CA 92612 1 06/05/98 00
0430929844 01 08/01/98 0
1960660 O 07/01/28
0
1774394 439/G01 F 300,000.00 ZZ
360 299,765.97 1
2808 ELSNAB COURT 7.250 2,046.53 59
7.000 2,046.53 510,000.00
PLEASANTON CA 94566 1 06/04/98 00
0430929869 03 08/01/98 0
1960756 O 07/01/28
0
1774395 439/G01 F 248,000.00 ZZ
360 247,802.66 1
13592 QUIET HILLS DRIVE 7.150 1,675.01 80
6.900 1,675.01 310,000.00
POWAY CA 92064 1 06/05/98 00
0430929885 05 08/01/98 0
1961028 O 07/01/28
0
1774396 439/G01 F 228,000.00 ZZ
360 227,830.79 1
644 MOUNT CARMEL DRIVE 7.500 1,594.21 80
7.250 1,594.21 285,000.00
CLAREMONT CA 91711 1 06/01/98 00
0430929935 05 08/01/98 0
1961036 O 07/01/28
0
1
1774397 439/G01 F 248,000.00 ZZ
360 247,814.10 1
4880 RIVER OAKS 7.450 1,725.57 80
7.200 1,725.57 310,000.00
NEW BRAUNFELS TX 78132 1 06/09/98 00
0430929943 03 08/01/98 0
1961044 O 07/01/28
0
1774398 439/G01 F 337,500.00 ZZ
360 337,239.31 1
6322 MOJAVE DR 7.300 2,313.81 75
7.050 2,313.81 450,000.00
SAN JOSE CA 95120 1 06/02/98 00
0430929950 05 08/01/98 0
1961166 O 07/01/28
0
1774399 439/G01 F 239,000.00 ZZ
360 238,820.84 1
279 SORGEPARK PLACE 7.450 1,662.95 68
7.200 1,662.95 355,000.00
SAN JOSE CA 95127 2 05/26/98 00
0430929968 05 08/01/98 0
1961261 O 07/01/28
0
1774400 439/G01 F 319,500.00 ZZ
360 319,093.30 1
220 SUNSET TERRACE 7.700 2,277.91 75
7.450 2,277.91 426,000.00
SCOTTS VALLEY CA 95066 1 06/01/98 00
0430929976 05 08/01/98 0
1961412 O 07/01/28
0
1774401 439/G01 F 344,000.00 ZZ
360 343,731.64 1
5943 GARLOUGH DRIVE 7.250 2,346.69 80
7.000 2,346.69 430,000.00
SAN JOSE CA 95123 1 05/27/98 00
0430930008 05 08/01/98 0
1961455 O 07/01/28
0
1774402 439/G01 F 450,000.00 ZZ
360 449,659.29 1
1
3902 NORTH PROCTOR STREET 7.400 3,115.71 47
7.150 3,115.71 960,000.00
TACOMA WA 98407 1 05/28/98 00
0430930024 05 08/01/98 0
1961620 O 07/01/28
0
1774404 439/G01 F 410,000.00 ZZ
360 409,692.66 1
1566 DEERFIELD DR 7.450 2,852.76 69
7.200 2,852.76 600,000.00
SAN JOSE CA 95130 1 06/03/98 00
0430930040 05 08/01/98 0
1961821 O 07/01/28
0
1774405 439/G01 F 295,000.00 ZZ
360 294,758.18 1
16425 BONNEY COURT 7.000 1,962.65 77
6.750 1,962.65 385,000.00
WATSONVILLE CA 95076 5 06/03/98 00
0430930057 05 08/01/98 0
1961841 O 07/01/28
0
1774406 439/G01 F 315,000.00 ZZ
360 314,756.70 1
36 PARK AVE 7.300 2,159.55 70
7.050 2,159.55 455,000.00
OLD GREENWICH CT 06870 5 05/29/98 00
0430930065 05 08/01/98 0
1961857 O 07/01/28
0
1774407 439/G01 F 231,300.00 ZZ
360 231,121.34 1
11618 BINGHAM ST 7.300 1,585.73 90
7.050 1,585.73 257,000.00
CERRITOS CA 90703 1 06/02/98 10
0430930073 05 08/01/98 25
1962245 O 07/01/28
0
1774408 439/G01 F 255,000.00 ZZ
360 254,140.63 1
3604 N POINSETTIA AVE 7.250 1,739.55 57
7.000 1,739.55 455,000.00
MANHATTAN BEACH CA 90266 2 05/26/98 00
0430930107 05 08/01/98 0
1
1962253 O 07/01/28
0
1774409 439/G01 F 336,000.00 ZZ
360 335,721.85 1
5819 LAKESHORE LANE 6.950 2,224.15 80
6.700 2,224.15 420,000.00
YORBA LINDA CA 92686 1 05/28/98 00
0430930123 05 08/01/98 0
1962262 O 07/01/28
0
1774410 439/G01 F 280,000.00 ZZ
360 279,583.08 1
22365 FERDINAND COURT 7.500 1,957.81 80
7.250 1,957.81 350,000.00
SALINAS CA 93908 1 05/20/98 00
0430930131 05 07/01/98 0
1962331 O 06/01/28
0
1774411 439/G01 F 280,800.00 ZZ
360 280,591.60 1
620 ESTATE COURT 7.500 1,963.40 73
7.250 1,963.40 385,000.00
DALY CITY CA 94014 2 06/02/98 00
0430929125 05 08/01/98 0
1962352 O 07/01/28
0
1774412 439/G01 F 545,000.00 ZZ
360 544,574.84 1
10672 ESTERINA WAY 7.250 3,717.87 80
7.000 3,717.87 685,000.00
CULVER CITY CA 90230 2 06/02/98 00
0430929141 05 08/01/98 0
1962357 O 07/01/28
0
1774413 439/G01 F 240,800.00 ZZ
360 240,610.27 1
3057 TULARE DR 7.200 1,634.53 80
6.950 1,634.53 301,000.00
SAN JOSE CA 95132 1 06/01/98 00
0430930156 05 08/01/98 0
1962376 O 07/01/28
0
1
1774414 439/G01 F 250,000.00 ZZ
360 249,818.14 1
823 GARNET ST 7.600 1,765.19 63
7.350 1,765.19 401,700.00
REDONDO BEACH CA 90277 1 06/01/98 00
0430930164 01 08/01/98 0
1962410 O 07/01/28
0
1774416 439/G01 F 266,000.00 ZZ
360 265,611.79 1
6126 HEDGEWALL DRIVE 7.600 1,878.16 80
7.350 1,878.16 335,000.00
WESTLAKE VILLAG CA 91362 5 05/22/98 00
0430930222 05 07/01/98 0
1962471 O 06/01/28
0
1774417 439/G01 F 238,000.00 T
360 237,823.36 1
1758 11TH AVE 7.500 1,664.14 63
7.250 1,664.14 378,000.00
SAN FRANCISCO CA 94122 1 06/01/98 00
0430930230 05 08/01/98 0
1962664 O 07/01/28
0
1774418 439/G01 F 358,000.00 ZZ
360 357,717.93 1
13728 PASEO BONIT 7.200 2,430.07 62
6.950 2,430.07 585,000.00
POWAY CA 92064 2 05/28/98 00
0430930248 05 08/01/98 0
1962683 O 07/01/28
0
1774419 439/G01 F 260,000.00 ZZ
360 259,770.83 1
130 CABRILLO WAY 7.250 1,773.66 80
7.000 1,773.66 325,000.00
SAN BRUNO CA 94066 1 06/08/98 00
0430930263 05 08/01/98 0
1962773 O 07/01/28
0
1774420 439/G01 F 268,000.00 ZZ
360 267,163.83 1
1469 SANTA BARBARA STREET 7.450 1,864.73 67
7.200 1,864.73 400,000.00
1
SAN DIEGO CA 92107 2 05/27/98 00
0430930289 05 08/01/98 0
1962972 O 07/01/28
0
1774421 439/G01 F 244,500.00 ZZ
360 244,314.88 1
27776 PEBBLE BEACH 7.400 1,692.87 75
7.150 1,692.87 326,000.00
MISSION VIEJO CA 92692 1 06/01/98 00
0430930297 01 08/01/98 0
1963020 O 07/01/28
0
1774429 439/G01 F 324,000.00 ZZ
360 323,744.72 1
5700 BAY CLUB DR 7.200 2,199.28 66
6.950 2,199.28 496,000.00
ARLINGTON TX 76013 2 06/03/98 00
0430930420 03 08/01/98 0
1963851 O 07/01/28
0
1774433 439/G01 F 348,800.00 ZZ
360 348,543.71 1
6876 APOLLO RD 7.550 2,450.82 80
7.300 2,450.82 436,000.00
WEST LINN OR 97068 5 06/03/98 00
0430930495 05 08/01/98 0
1964761 O 07/01/28
0
1774435 439/G01 F 256,000.00 ZZ
360 255,810.01 1
1829 WINNETKA ROAD 7.500 1,789.99 80
7.250 1,789.99 320,000.00
WINNETKA IL 60093 5 06/05/98 00
0430930537 05 08/01/98 0
1964946 O 07/01/28
0
1774438 439/G01 F 266,000.00 ZZ
360 265,798.59 1
13104 ROGERS RD 7.400 1,841.74 75
7.150 1,841.74 355,000.00
LAKE OSWEGO OR 97035 2 05/29/98 00
0430930578 05 08/01/98 0
1965053 O 07/01/28
0
1
1774440 439/G01 F 510,000.00 ZZ
360 509,629.01 1
891 N VENETIAN DR 7.600 3,600.99 57
7.350 3,600.99 894,736.00
MIAMI FL 33139 5 06/10/98 00
0430930610 05 08/01/98 0
1965816 O 07/01/28
0
1774441 439/G01 F 312,500.00 ZZ
360 312,251.33 1
317 KNIPP RD 7.150 2,110.65 75
6.900 2,110.65 420,000.00
HOUSTON TX 77024 1 06/15/98 00
0430930628 05 08/01/98 0
1965888 O 07/01/28
0
1774446 439/G01 F 92,000.00 ZZ
360 91,926.79 1
15739 RIDGE PARK DRIVE 7.150 621.38 80
6.900 621.38 115,000.00
HOUSTON TX 77095 1 06/08/98 00
0430930693 03 08/01/98 0
1966954 O 07/01/28
0
1774447 439/G01 F 151,900.00 ZZ
360 151,786.13 1
1236 TRANQUILLA DRIVE 7.450 1,056.92 80
7.200 1,056.92 189,900.00
DALLAS TX 75218 1 06/18/98 00
0430930727 05 08/01/98 0
1968494 O 07/01/28
0
1774449 439/G01 F 452,000.00 ZZ
360 451,647.39 1
10101 COLLINS AVE UNIT PH-C 7.250 3,083.44 80
7.000 3,083.44 565,000.00
BAL HARBOUR FL 33154 1 06/15/98 00
0430930750 01 08/01/98 0
1968724 O 07/01/28
0
1775142 462/462 F 154,750.00 ZZ
360 154,541.63 1
1
4925 PRIMROSE PATH 8.000 1,135.50 42
7.750 1,135.50 370,000.00
SARASOTA FL 34242 5 05/01/98 00
5478201 05 07/01/98 0
5478201 O 06/01/28
0
1775171 462/462 F 251,600.00 ZZ
360 251,206.26 1
34 E. PALMER BEND 7.250 1,716.36 80
7.000 1,716.36 314,514.00
THE WOODLANDS TX 77381 1 05/29/98 00
5207600 03 07/01/98 0
5207600 O 06/01/28
0
1775175 462/462 F 367,750.00 ZZ
360 367,174.49 1
8453 EAGLE PRESERVE WAY 7.250 2,508.71 90
7.000 2,508.71 409,667.00
SARASOTA FL 34241 1 05/29/98 12
5174008 03 07/01/98 25
5174008 O 06/01/28
0
1775183 462/462 F 132,000.00 ZZ
360 131,793.43 1
13519 IVY CROOKE LANE 7.250 900.47 80
7.000 900.47 165,445.00
ORLANDO FL 32828 1 05/29/98 00
5626601 03 07/01/98 0
5626601 O 06/01/28
0
1775257 462/462 F 134,350.00 ZZ
360 133,687.07 1
4941 SWANS LANE 8.250 1,009.33 80
8.000 1,009.33 167,990.00
COCONUT CREEK FL 33073 1 04/27/98 00
5537907 03 06/01/98 0
5537907 O 05/01/28
0
1775261 462/462 F 232,750.00 ZZ
360 232,568.43 1
5186 NW 106 AVENUE 7.250 1,587.77 95
7.000 1,587.77 245,000.00
MIAMI FL 33178 1 06/29/98 04
5516802 03 08/01/98 30
1
5516802 O 07/01/28
0
1775272 462/462 F 231,500.00 ZZ
360 231,146.60 1
10136 FOXHURST CT 7.375 1,598.92 95
7.125 1,598.92 243,714.00
ORLANDO FL 32836 1 05/22/98 14
5086202 03 07/01/98 30
5086202 O 06/01/28
0
1775274 462/462 F 311,300.00 ZZ
360 311,068.97 1
8315 EAGLE CROSSING 7.500 2,176.66 95
7.250 2,176.66 327,715.00
SARASOTA FL 34241 1 06/01/98 14
5075106 03 08/01/98 30
5075106 O 07/01/28
0
1775276 462/462 F 143,200.00 ZZ
360 142,887.07 2
3635-3637 SW 27 STREET 7.625 1,013.57 80
7.375 1,013.57 179,000.00
MIAMI FL 33145 1 04/30/98 00
5410303 05 06/01/98 0
5410303 O 05/01/28
0
1775412 462/462 F 51,200.00 ZZ
360 51,168.17 1
8069 SW 18TH COURT #4-BLDG 7 8.375 389.16 80
8.125 389.16 64,000.00
DAVIE FL 33324 1 06/26/98 00
5576905 01 08/01/98 0
5576905 O 07/01/28
0
1775416 462/462 F 305,900.00 ZZ
360 305,384.53 1
3540 PALM DRIVE 6.875 2,009.55 95
6.625 2,009.55 322,000.00
RIVERA BEACH FL 33404 1 05/22/98 11
5264304 05 07/01/98 30
5264304 O 06/01/28
0
1
1775419 462/462 F 100,000.00 ZZ
360 98,006.44 1
6272 OSPREY TERRACE 7.750 716.42 68
7.500 716.42 149,000.00
COCONUT CREEK FL 33073 1 04/23/98 00
5554100 03 06/01/98 0
5554100 O 05/01/28
0
1775424 462/462 F 120,600.00 ZZ
360 120,517.00 1
3630 CHESAPEAKE COURT 7.875 874.44 80
7.625 874.44 150,797.00
WELLINGTON FL 33414 1 06/29/98 00
5737705 03 08/01/98 0
5737705 O 07/01/28
0
1776952 637/G01 F 341,250.00 ZZ
360 340,702.58 1
211 ROME ROAD 7.125 2,299.07 75
6.875 2,299.07 455,000.00
SELAH WA 98942 5 05/21/98 00
0430916395 05 07/01/98 0
8964462 O 06/01/28
0
1776962 637/G01 F 66,500.00 ZZ
360 66,361.78 1
4127 ABBOTSFORD STREET 7.875 482.18 95
7.625 482.18 70,000.00
NORTH PORT FL 34287 2 05/01/98 01
0430918706 05 06/01/98 30
8882771 O 05/01/28
0
1776989 E82/G01 F 86,150.00 ZZ
360 86,150.00 1
1040 JUNIPER COURT 7.125 580.41 80
6.875 580.41 107,735.00
SHAKOPEE MN 55379 1 07/22/98 00
0400122016 09 09/01/98 0
400122016 O 08/01/28
0
1776999 637/G01 F 232,200.00 ZZ
360 231,836.62 1
16489 SE MCCABE CT. 7.250 1,584.02 85
7.000 1,584.02 275,000.00
1
MILWAUKIE OR 97267 1 05/21/98 04
0430917484 05 07/01/98 12
0010852168 O 06/01/28
0
1777017 003/G01 F 214,600.00 ZZ
360 214,600.00 1
5330 OXFORD CHASE WAY 7.375 1,482.19 80
7.125 1,482.19 268,300.00
DUNWOODY GA 30338 1 07/15/98 00
0430912469 03 09/01/98 0
10093581 O 08/01/28
0
1777030 992/G01 F 650,000.00 ZZ
360 649,529.55 1
25 CHIEFTANS ROAD 7.625 4,600.66 28
7.375 4,600.66 2,400,000.00
GREENWICH CT 06831 5 06/18/98 00
0430911610 05 08/01/98 0
350118 O 07/01/28
0
1777320 K08/G01 F 152,800.00 ZZ
360 152,566.75 1
7608 ORRICK DRIVE 7.375 1,055.35 80
7.125 1,055.35 191,000.00
AUSTIN TX 78749 1 05/15/98 00
0410850978 03 07/01/98 0
410850978 O 06/01/28
0
1777341 180/G01 F 57,600.00 ZZ
360 57,558.31 1
6505 MARK DRIVE 7.625 407.69 80
7.375 407.69 72,000.00
BURLESON TX 76028 1 06/29/98 00
0430954685 05 08/01/98 0
0012226544 O 07/01/28
0
1778309 E26/G01 F 258,400.00 ZZ
360 258,400.00 1
2 PARMAN PLACE 7.000 1,719.15 58
6.750 1,719.15 450,000.00
SAN ANTONIO TX 78230 2 07/13/98 00
0430922138 03 09/01/98 0
32800437 O 08/01/28
0
1
1778745 F66/G01 F 153,600.00 ZZ
360 153,600.00 1
710 NORTH ARMISTEAD STREET 6.875 1,009.05 80
6.625 1,009.05 192,000.00
ALEXANDRIA VA 22312 1 07/31/98 00
0430953984 05 09/01/98 0
00 O 08/01/28
0
1779501 638/G01 F 244,000.00 ZZ
240 243,129.40 1
4 CHRISTOPHER ROAD 7.625 1,984.34 74
7.375 1,984.34 330,000.00
BRANFORD CT 06405 2 05/13/98 00
0430925537 05 07/01/98 0
8746032 O 06/01/18
0
1779612 A50/G01 F 281,000.00 ZZ
360 280,775.29 1
1270 LAKE WELLBROOK DRIVE 7.125 1,893.15 76
6.875 1,893.15 370,000.00
ATHENS GA 30606 1 06/26/98 00
0430923516 05 08/01/98 0
NM6561 O 07/01/28
0
1779619 A50/A50 F 320,000.00 ZZ
360 320,000.00 1
717 MCDANIEL STREET 7.250 2,182.96 80
7.000 2,182.96 400,000.00
MONROE GA 30655 2 07/10/98 00
110215 05 09/01/98 0
110215 O 08/01/28
0
1779624 E82/G01 F 273,750.00 ZZ
360 273,750.00 1
115 JANE STREET 7.250 1,867.46 75
7.000 1,867.46 365,000.00
HARTSDALE NY 10530 5 07/24/98 00
0400135133 05 09/01/98 0
0400135133 O 08/01/28
0
1779656 665/G01 F 241,750.00 ZZ
360 241,750.00 1
1
2464 20TH STREET 7.500 1,690.35 95
7.250 1,690.35 254,500.00
BOULDER CO 80304 1 07/16/98 10
0430926436 05 09/01/98 30
9801223319 O 08/01/28
0
1779678 K08/G01 F 233,100.00 ZZ
360 233,100.00 1
2207 EAST CYPRESS POINT 7.750 1,669.96 69
7.500 1,669.96 339,000.00
AUSTIN TX 78746 1 07/22/98 00
0410975171 05 09/01/98 0
410975171 O 08/01/28
0
1779685 K08/G01 F 118,800.00 ZZ
360 118,800.00 1
515 PARKVIEW COURT 7.375 820.52 80
7.125 820.52 148,500.00
SUGARLAND TX 77478 1 07/07/98 00
0410941355 03 09/01/98 0
410941355 O 08/01/28
0
1779693 K08/G01 F 300,000.00 ZZ
360 300,000.00 1
4436 WEST PARK COURT 7.625 2,123.38 70
7.375 2,123.38 433,753.00
PITTSFIELD TWP MI 48108 1 07/17/98 00
0410931620 05 09/01/98 0
410931620 O 08/01/28
0
1779698 K08/G01 F 97,850.00 ZZ
360 97,850.00 1
436 CANARY LANE 7.875 709.48 95
7.625 709.48 103,000.00
ST CHARLES MO 63301 2 07/16/98 04
0410672158 05 09/01/98 30
410672158 O 08/01/28
0
1779703 K08/G01 F 304,000.00 ZZ
360 304,000.00 1
5716 RIVER ROCK LANE 7.375 2,099.65 80
7.125 2,099.65 380,000.00
PLANO TX 75093 1 07/23/98 00
0410927743 03 09/01/98 0
1
410927743 O 08/01/28
0
1779725 K08/G01 F 85,300.00 ZZ
360 85,300.00 1
1614 PRINCETON STREET 7.875 618.48 95
7.625 618.48 90,000.00
WINSTON-SALEM NC 27103 2 07/15/98 10
0410943542 05 09/01/98 30
410943542 O 08/01/28
0
1779731 K08/G01 F 252,800.00 ZZ
360 252,800.00 1
30660 WILDFIRE DRIVE 6.750 1,639.66 80
6.500 1,639.66 316,000.00
BOERNE TX 78015 1 07/22/98 00
0410955801 05 09/01/98 0
410955801 O 08/01/28
0
1779748 K08/G01 F 144,000.00 ZZ
360 144,000.00 1
11309 KINGS CANYON RD SE 7.250 982.33 93
7.000 982.33 156,000.00
ALBUQUERQUE NM 87123 2 07/13/98 04
0410950372 05 09/01/98 30
410950372 O 08/01/28
0
1779749 E22/G01 F 85,500.00 ZZ
360 85,500.00 1
1518 SUMMERTREE COURT 7.500 597.83 95
7.250 597.83 90,000.00
RICHARDSON TX 75081 1 07/08/98 10
0410948145 05 09/01/98 30
410948145 O 08/01/28
0
1779753 K08/G01 F 84,000.00 ZZ
360 84,000.00 1
93 VALLE HERMOSA 7.375 580.17 46
7.125 580.17 183,000.00
SANDIA PARK NM 87047 5 07/13/98 00
0410919963 05 09/01/98 0
410919963 O 08/01/28
0
1
1779773 E33/G01 F 444,000.00 ZZ
360 444,000.00 1
207 NORTH MAPLE COURT 7.125 2,991.32 80
6.875 2,991.32 555,000.00
LAKE FOREST IL 60045 2 07/24/98 00
0430927251 05 09/01/98 0
197387624 O 08/01/28
0
1779784 967/G01 F 198,750.00 ZZ
360 198,750.00 1
172 WEST ORCHARD WAY 7.500 1,389.69 75
7.250 1,389.69 265,000.00
RICHLAND WA 99352 1 07/14/98 00
0430947549 05 09/01/98 0
4502290 O 08/01/28
0
1780113 E82/G01 F 265,000.00 ZZ
360 265,000.00 1
16902 FREESTAD ROAD 7.125 1,785.35 89
6.875 1,785.35 300,000.00
ARLINGTON WA 98223 1 07/24/98 04
0400130175 05 09/01/98 25
0400130175 O 08/01/28
0
1780116 E82/G01 F 141,600.00 ZZ
360 141,600.00 1
8806 YATES TERRACE 7.250 965.96 80
7.000 965.96 177,000.00
BROOKLYN PARK MN 55443 1 07/27/98 00
0400135281 05 09/01/98 0
0400135284 O 08/01/28
0
1780117 F96/G01 F 650,000.00 ZZ
360 650,000.00 1
609 WARD CIRCLE 7.625 4,600.66 60
7.375 4,600.66 1,100,000.00
OLD HICKORY TN 37138 2 07/21/98 00
0430926469 03 09/01/98 0
3054 O 08/01/28
0
1780118 B28/G01 F 300,000.00 ZZ
360 300,000.00 1
7695 SOUTH FLANDERS STREET 7.250 2,046.53 60
7.000 2,046.53 500,000.00
1
AURORA CO 80016 2 07/20/98 00
0430927244 03 09/01/98 0
980672 O 08/01/28
0
1780139 K88/G01 F 250,000.00 ZZ
360 250,000.00 1
156 SPOTTED OAK ROAD 7.500 1,748.04 58
7.250 1,748.04 433,575.00
FREEHOLD NJ 07728 1 07/29/98 00
0430953539 05 09/01/98 0
8326 O 08/01/28
0
1780158 253/253 F 283,500.00 ZZ
360 283,500.00 1
36 CALLE CAL 7.125 1,910.00 73
6.875 1,910.00 390,000.00
SANTA FE NM 87505 2 07/20/98 00
919375 03 09/01/98 0
919375 O 08/01/28
0
1780160 685/G01 F 276,400.00 ZZ
360 276,400.00 1
6075 JEFFREY MARK STREET 7.375 1,909.03 80
7.125 1,909.03 345,500.00
CYPRESS CA 90630 1 07/22/98 00
0430924852 05 09/01/98 0
114146 O 08/01/28
0
1780162 685/G01 F 176,300.00 ZZ
360 176,300.00 1
4677 WILLOWBEND COURT 7.250 1,202.68 80
7.000 1,202.68 220,401.00
CHINO HILLS CA 91709 1 07/17/98 00
0430923565 05 09/01/98 0
114098 O 08/01/28
0
1780163 685/G01 F 148,700.00 ZZ
360 148,700.00 1
13562 POLK STREET 7.375 1,027.04 80
7.125 1,027.04 185,900.00
LOS ANGELES CA 91342 1 07/23/98 00
0430927616 05 09/01/98 0
112380 O 08/01/28
0
1
1780167 267/267 F 312,800.00 ZZ
360 312,800.00 1
83 KINGSTON ROAD 7.125 2,107.40 80
6.875 2,107.40 391,000.00
KENSINGTON CA 94707 1 07/13/98 00
4260173 05 09/01/98 0
4260173 O 08/01/28
0
1780168 227/G01 F 284,000.00 ZZ
360 284,000.00 1
6021 S. MOLINE WAY 7.500 1,985.77 80
7.250 1,985.77 355,000.00
ENGLEWOOD CO 80111 1 07/21/98 00
0430926154 03 09/01/98 0
1789006 O 08/01/28
0
1780175 822/G01 F 408,000.00 ZZ
360 408,000.00 1
61 STARR ROAD 6.625 2,612.47 80
6.375 2,612.47 510,000.00
SINKING SPRING PA 19608 1 07/14/98 00
0430923086 05 09/01/98 0
0176269226 O 08/01/28
0
1780182 E22/G01 F 68,000.00 ZZ
360 68,000.00 1
6128 LOCKE STREET 7.125 458.13 80
6.875 458.13 85,000.00
FT. WORTH TX 76101 1 07/23/98 00
0410972939 05 09/01/98 0
410972939 O 08/01/28
0
1780198 K08/G01 F 318,650.00 ZZ
360 318,650.00 1
2247 CASCADE LAKES CIRCLE SE 7.875 2,310.43 75
UNIT # 49 7.625 2,310.43 424,900.00
CASCADE MI 49546 1 07/16/98 00
0410927263 01 09/01/98 0
410927263 O 08/01/28
0
1780204 K08/G01 F 78,000.00 ZZ
360 78,000.00 1
1
11075 MAGILL ROAD 7.000 518.94 58
6.750 518.94 136,000.00
CAMDEN OH 45311 5 07/20/98 00
0410960991 05 09/01/98 0
410960991 O 08/01/28
0
1780207 E22/G01 F 35,000.00 ZZ
360 35,000.00 1
301 WEST AVENUE E 7.625 247.73 78
7.375 247.73 45,000.00
JEROME ID 83338 1 07/22/98 00
0410945786 05 09/01/98 0
410945786 O 08/01/28
0
1780228 E82/G01 F 370,000.00 ZZ
360 370,000.00 1
7 CALLE LAS IGLESIAS 7.250 2,524.05 65
7.000 2,524.05 575,000.00
PLACITAS NM 87043 2 07/23/98 00
0400133195 03 09/01/98 0
0400133195 O 08/01/28
0
1780238 E82/G01 F 249,500.00 ZZ
360 249,500.00 1
13310 80TH STREET COURT SOUTH 7.375 1,723.23 80
7.125 1,723.23 315,000.00
DENMARK TOWNSHI MN 55033 2 07/20/98 00
0400127700 05 09/01/98 0
0400127700 O 08/01/28
0
1780243 144/144 F 543,000.00 ZZ
360 543,000.00 1
410 OLD BRIARCLIFF ROAD 7.375 3,750.37 75
7.125 3,750.37 725,000.00
BRIARCLIFF MANO NY 10510 2 07/22/98 00
0000 05 09/01/98 0
0000 O 08/01/28
0
1780249 267/267 F 283,000.00 ZZ
360 283,000.00 1
854 WOODSIDE LANE 7.125 1,906.63 57
6.875 1,906.63 500,000.00
ENCINITAS CA 92024 2 07/03/98 00
4262638 05 09/01/98 0
1
4262638 O 08/01/28
0
1780252 267/267 F 236,000.00 ZZ
360 236,000.00 1
3054 CHARLOTTE STREET 6.875 1,550.36 80
6.625 1,550.36 295,000.00
NEWBURY PARK CA 91320 1 07/08/98 00
4260181 05 09/01/98 0
4260181 O 08/01/28
0
1780255 L47/G01 F 369,750.00 ZZ
360 369,750.00 1
121 NEW GARDEN ROAD 7.375 2,553.77 85
7.125 2,553.77 435,000.00
AVONDALE PA 19311 2 07/21/98 01
0430923318 05 09/01/98 17
129227 O 08/01/28
0
1780263 F62/G01 F 66,300.00 ZZ
360 66,300.00 1
800 S.W. 104TH COURT 7.125 446.68 85
UNIT A-302 6.875 446.68 78,000.00
MIAMI FL 33174 1 07/15/98 04
0430923847 01 09/01/98 12
0000 O 08/01/28
0
1780266 F88/G01 F 289,000.00 ZZ
360 289,000.00 1
2 HERMOSA PLACE 7.500 2,020.73 38
7.250 2,020.73 775,000.00
MENLO PARK CA 94025 2 07/16/98 00
0430923870 05 09/01/98 0
98060338 O 08/01/28
0
1780267 E35/G01 F 371,000.00 ZZ
360 371,000.00 1
511 CARIBBEAN DRIVE 7.500 2,594.09 51
7.250 2,594.09 730,000.00
KEY LARGO FL 33037 2 07/22/98 00
0430925669 05 09/01/98 0
0284466 O 08/01/28
0
1
1780272 744/G01 F 304,000.00 ZZ
360 303,535.94 1
120 18TH STREET 7.375 2,099.65 80
7.125 2,099.65 380,000.00
HUNTINGTON BEAC CA 92648 1 05/21/98 00
0430951749 05 07/01/98 0
COR27994 O 06/01/28
0
1780283 K08/G01 F 228,750.00 ZZ
360 228,750.00 1
14387 NORTHVILLE RD 8.125 1,698.47 75
7.875 1,698.47 305,000.00
PLYMOUTH MI 48170 5 07/20/98 00
0410951552 05 09/01/98 0
410951552 O 08/01/28
0
1780346 601/G01 F 308,000.00 ZZ
360 307,753.69 1
417 WEWOKA DRIVE 7.125 2,075.06 68
6.875 2,075.06 455,000.00
BOULDER CO 80303 2 07/02/98 00
0430923706 05 08/01/98 0
1253905 O 07/01/28
0
1780347 K08/G01 F 83,850.00 ZZ
360 83,850.00 1
2621 N.E. 19TH AVENUE 7.375 579.13 65
7.125 579.13 129,000.00
LIGHTHOUSE POIN FL 33064 5 07/07/98 00
0410941439 05 09/01/98 0
410941439 O 08/01/28
0
1780361 K08/G01 F 171,000.00 ZZ
360 171,000.00 1
59 LOMBARD CIRCLE 7.750 1,225.06 90
7.500 1,225.06 190,000.00
LOMBARD IL 60148 2 07/16/98 04
0410961882 05 09/01/98 25
410961882 O 08/01/28
0
1780377 601/G01 F 248,000.00 ZZ
360 248,000.00 1
3910 WILD CHERRY TR 7.000 1,649.96 80
6.750 1,649.96 310,000.00
1
ORANGE OH 44122 1 07/14/98 00
0430928655 05 09/01/98 0
2090945 O 08/01/28
0
1780380 601/G01 F 276,800.00 ZZ
360 276,800.00 1
2316 S BALSAM LANE 7.125 1,864.86 80
6.875 1,864.86 346,000.00
LAKEWOOD CO 80227 1 07/17/98 00
0430923441 05 09/01/98 0
21053780 O 08/01/28
0
1780382 601/G01 F 432,800.00 ZZ
360 432,122.70 1
205 CEDAR RUN 7.250 2,952.46 80
7.000 2,952.46 541,000.00
MARTINSVILLE VA 24112 2 05/21/98 00
0430925727 05 07/01/98 0
12249330 O 06/01/28
0
1780383 601/G01 F 277,000.00 ZZ
360 276,789.23 1
3613 LA COSTA WAY 7.375 1,913.17 95
7.125 1,913.17 291,812.00
RALEIGH NC 27610 1 06/26/98 12
0430928572 05 08/01/98 30
1198405 O 07/01/28
0
1780385 601/G01 F 360,000.00 ZZ
360 359,704.91 1
12254 DOUBLE EAGLE DR 7.000 2,395.09 77
6.750 2,395.09 473,000.00
MUKILTEO WA 98275 1 07/01/98 00
0430923292 05 08/01/98 0
20195418 O 07/01/28
0
1780388 601/G01 F 292,500.00 ZZ
360 292,277.43 1
11 ORCHARD DRIVE 7.375 2,020.23 75
7.125 2,020.23 390,000.00
TOWNSHIP OF MON NJ 07045 1 06/29/98 00
0430923284 05 08/01/98 0
980673 O 07/01/28
0
1
1780432 E22/G01 F 63,000.00 ZZ
360 63,000.00 1
1816 NORWOOD STREET SOUTHEAST 7.625 445.91 70
7.375 445.91 90,000.00
BRAINERD MN 56401 5 07/08/98 00
0410941140 05 09/01/98 0
410941140 O 08/01/28
0
1780459 K08/G01 F 300,000.00 ZZ
360 300,000.00 1
5510 NAKOMA DR. 7.375 2,072.03 40
7.125 2,072.03 750,000.00
DALLAS TX 75209 2 07/22/98 00
0410948657 03 09/01/98 0
410948657 O 08/01/28
0
1780463 E22/G01 F 130,000.00 ZZ
360 130,000.00 1
3642 SOUTH SPRUCE STREET 7.500 908.98 63
7.250 908.98 209,000.00
DENVER CO 80237 5 07/22/98 00
0410965594 03 09/01/98 0
410965594 O 08/01/28
0
1780518 E22/G01 F 84,000.00 ZZ
360 84,000.00 1
816 HOBERT AVENUE 7.875 609.06 70
7.625 609.06 120,000.00
PLAINFIELD NJ 07063 2 07/14/98 00
0410859235 05 09/01/98 0
410859235 O 08/01/28
0
1780532 637/G01 F 270,000.00 ZZ
360 269,794.54 1
279 EAST 3860 NORTH 7.375 1,864.83 78
7.125 1,864.83 350,000.00
PROVO UT 84604 1 06/19/98 00
0430932517 05 08/01/98 0
0010007706 O 07/01/28
0
1780654 637/G01 F 281,250.00 ZZ
360 281,041.27 1
1
14040 SW 104TH AVENUE 7.500 1,966.54 75
7.250 1,966.54 375,000.00
MIAMI FL 33176 2 06/22/98 00
0430931956 05 08/01/98 0
0012104360 O 07/01/28
0
1780656 637/G01 F 278,000.00 ZZ
360 277,777.69 1
489 SNYDER AVENUE 7.125 1,872.94 86
6.875 1,872.94 325,000.00
SAN JOSE CA 95125 1 06/19/98 04
0430953364 05 08/01/98 30
0010924892 O 07/01/28
0
1780659 267/267 F 575,000.00 ZZ
360 575,000.00 1
3603 CORTE LUISA 6.750 3,729.44 75
6.500 3,729.44 771,828.00
CARLSBAD CA 92009 1 07/13/98 00
4261747 03 09/01/98 0
4261747 O 08/01/28
0
1780667 225/225 F 350,000.00 ZZ
360 350,000.00 1
4225 DUNDEE DRIVE 7.250 2,387.62 60
7.000 2,387.62 585,000.00
LOS ANGELES CA 90027 5 07/02/98 00
7038084 05 09/01/98 0
7038084 O 08/01/28
0
1780673 638/G01 F 319,200.00 ZZ
360 319,200.00 1
12119 SAGE VIEW ROAD 7.500 2,231.89 80
7.250 2,231.89 399,000.00
POWAY CA 92064 1 07/08/98 00
0430928010 05 09/01/98 0
8757728 O 08/01/28
0
1780674 267/267 F 280,000.00 ZZ
360 280,000.00 1
6290 CANNERY CT 6.875 1,839.41 79
6.625 1,839.41 355,000.00
YORBA LINDA CA 92886 2 07/13/98 00
4269923 03 09/01/98 0
1
4269923 O 08/01/28
0
1780677 685/G01 F 303,200.00 ZZ
360 303,200.00 1
576 BONWIT PLACE 7.250 2,068.36 80
7.000 2,068.36 379,000.00
SIMI VALLEY CA 93065 1 07/15/98 00
0430949461 03 09/01/98 0
113766 O 08/01/28
0
1780678 638/G01 F 368,000.00 ZZ
360 368,000.00 1
3478 SOUTH RIVER TERRACE 7.500 2,573.11 80
7.250 2,573.11 460,000.00
EDGEWATER MD 21037 5 07/15/98 00
0430927871 05 09/01/98 0
8752007 O 08/01/28
0
1780680 638/G01 F 384,300.00 ZZ
360 384,300.00 1
3716 CLAYTON AVENUE 7.500 2,687.08 75
7.250 2,687.08 512,500.00
LOS ANGELES CA 90027 1 07/10/98 00
0430953596 05 09/01/98 0
8750703 O 08/01/28
0
1780681 685/G01 F 269,500.00 ZZ
360 269,500.00 1
4280 CALLE MAR DE BALLENAS 7.250 1,838.47 80
7.000 1,838.47 336,900.00
SAN DIEGO CA 92130 1 07/22/98 00
0430949396 03 09/01/98 0
114111 O 08/01/28
0
1780683 638/G01 F 300,000.00 ZZ
360 300,000.00 1
5 LINCOLN DRIVE 7.750 2,149.24 60
7.500 2,149.24 500,000.00
NEW CANAAN CT 06840 1 07/09/98 00
0430926949 05 09/01/98 0
8750051 O 08/01/28
0
1
1780691 356/G01 F 296,000.00 ZZ
360 296,000.00 1
585 BONNIE VIEW CT 7.375 2,044.40 75
7.125 2,044.40 395,000.00
MORGAN HILL CA 95037 2 07/02/98 00
0430953885 05 09/01/98 0
2516102 O 08/01/28
0
1780693 356/G01 F 256,100.00 ZZ
360 256,100.00 1
7821 FOOTHILL KNOLLS DR 7.375 1,768.82 63
7.125 1,768.82 410,000.00
PLEASANTON CA 94588 2 07/03/98 00
0430953851 03 09/01/98 0
2545408 O 08/01/28
0
1780711 356/G01 F 271,000.00 ZZ
360 271,000.00 1
4603 MANTER CT 7.375 1,871.73 70
7.125 1,871.73 390,000.00
CASTRO VALLEY CA 94552 2 07/02/98 00
0430953869 05 09/01/98 0
2545929 O 08/01/28
0
1780969 562/562 F 250,000.00 ZZ
360 250,000.00 1
47 VIRGINIA LANE 7.500 1,748.04 65
7.250 1,748.04 385,000.00
THORNWOOD NY 10594 2 07/24/98 00
571125 05 09/01/98 0
571125 O 08/01/28
0
1781111 195/G01 F 600,000.00 ZZ
360 600,000.00 1
450 SOUTH RIVER LANDING 6.750 3,891.59 80
6.500 3,891.59 750,000.00
EDGEWATER MD 21037 1 07/15/98 00
0430953455 05 09/01/98 0
58689 O 08/01/28
0
1781202 637/G01 F 362,000.00 ZZ
360 361,710.51 1
2720 BONNEVILLE TERR. DR 7.125 2,438.87 65
6.875 2,438.87 560,000.00
1
UINTAH UT 84403 2 06/16/98 00
0430948463 05 08/01/98 0
0012400230 O 07/01/28
0
1781204 637/G01 F 315,200.00 ZZ
360 314,960.16 1
997 EDENBURY LANE 7.375 2,177.01 80
7.125 2,177.01 394,000.00
SAN JOSE CA 95136 1 06/08/98 00
0430953950 05 08/01/98 0
0010922706 O 07/01/28
0
1781224 637/G01 F 260,000.00 ZZ
360 259,802.16 1
2559 WEST ELLERY AVENUE 7.375 1,795.76 84
7.125 1,795.76 310,000.00
FRESNO CA 93711 1 06/16/98 11
0430952903 05 08/01/98 12
0011190006 O 07/01/28
0
1781229 637/G01 F 324,900.00 ZZ
360 324,658.88 1
4114 OAKMORE ROAD 7.500 2,271.75 80
7.250 2,271.75 410,000.00
OAKLAND CA 94602 2 06/04/98 00
0430955070 03 08/01/98 0
0011180650 O 07/01/28
0
1781233 637/G01 F 375,000.00 ZZ
360 374,728.58 1
4281 NORTH WISHON AVENUE 7.625 2,654.23 75
7.375 2,654.23 500,000.00
FRESNO CA 93704 5 06/11/98 00
0430954362 05 08/01/98 0
8643751 O 07/01/28
0
1781235 637/G01 F 315,000.00 ZZ
360 314,760.31 1
769 ARROYO COURT 7.375 2,175.63 74
7.125 2,175.63 430,000.00
LAFAYETTE CA 94549 5 06/11/98 00
0430955112 05 08/01/98 0
0011173747 O 07/01/28
0
1
1781266 637/G01 F 240,000.00 ZZ
360 239,812.77 1
38033 PARKMONT DRIVE 7.250 1,637.23 80
7.000 1,637.23 300,000.00
FREMONT CA 94536 1 06/16/98 00
0430953356 03 08/01/98 0
0010117034 O 07/01/28
0
1781297 637/G01 F 252,000.00 ZZ
360 251,822.14 1
213 PALMITA PLACE 7.750 1,805.36 58
7.500 1,805.36 435,000.00
MOUNTAIN VIEW CA 94041 2 06/10/98 00
0430953612 03 08/01/98 0
0011164191 O 07/01/28
0
1781326 637/G01 F 197,000.00 ZZ
360 196,850.10 1
680 SANTA RITA DRIVE 7.375 1,360.63 52
7.125 1,360.63 379,000.00
MILPITAS CA 95035 5 06/11/98 00
0430953349 05 08/01/98 0
0011183076 O 07/01/28
0
1781475 637/G01 F 300,000.00 ZZ
360 299,747.96 1
26941 LEXINGTON CIRCLE 6.875 1,970.79 78
6.625 1,970.79 385,000.00
LAKE FOREST CA 92630 1 06/19/98 00
0430953398 03 08/01/98 0
0011176344 O 07/01/28
0
1781501 637/G01 F 325,000.00 ZZ
360 324,758.80 1
3345 PUTTER DRIVE 7.500 2,272.45 75
7.250 2,272.45 435,000.00
SOQUEL CA 95073 1 06/10/98 00
0430955013 05 08/01/98 0
0011176997 O 07/01/28
0
1781511 637/G01 F 268,800.00 ZZ
360 268,600.51 1
1
1515 ARBUTUS DRIVE 7.500 1,879.49 80
7.250 1,879.49 336,000.00
WALNUT CREEK CA 94595 1 06/05/98 00
0430953141 05 08/01/98 0
0011176005 O 07/01/28
0
1781519 637/G01 F 306,675.00 ZZ
360 306,463.94 1
125 WYKOFF DRIVE 7.875 2,223.61 90
7.625 2,223.61 340,750.00
VACAVILLE CA 95688 1 06/23/98 14
0430955047 05 08/01/98 25
0011193588 O 07/01/28
0
1781523 637/G01 F 290,750.00 ZZ
360 290,544.79 1
20530 CROW CREEK ROAD 7.750 2,082.97 76
7.500 2,082.97 385,000.00
CASTRO VALLEY CA 94552 2 06/17/98 00
0430953190 05 08/01/98 0
0010923852 O 07/01/28
0
1781533 665/G01 F 257,300.00 ZZ
360 257,300.00 1
4905 REFUGIO AVENUE 7.375 1,777.11 90
7.125 1,777.11 285,900.00
CARLSBAD CA 92008 1 07/21/98 04
0430953638 05 09/01/98 25
9801223244 O 08/01/28
0
1781639 E84/G01 F 500,000.00 ZZ
360 500,000.00 1
4056 PURDUE AVENUE 7.375 3,453.38 70
7.125 3,453.38 715,000.00
UNIVERSITY PARK TX 75225 1 07/23/98 00
0430954321 05 09/01/98 0
26980335 O 08/01/28
0
1781931 709/G01 F 247,000.00 ZZ
360 247,000.00 1
10120 CORNELL AVENUE SOUTH 7.250 1,684.98 95
7.000 1,684.98 260,000.00
SEATTLE WA 98178 1 07/16/98 11
0430953919 05 09/01/98 30
1
385948 O 08/01/28
0
1782275 514/G01 F 134,550.00 ZZ
360 134,550.00 1
3523 ALMOND CREEK DRIVE 7.375 929.30 80
7.125 929.30 168,219.00
HOUSTON TX 77059 1 07/17/98 00
0430953208 03 09/01/98 0
368318 O 08/01/28
0
1782344 514/G01 F 116,800.00 ZZ
360 116,713.32 1
1228 DARK FOREST DRIVE 7.500 816.68 80
7.250 816.68 146,000.00
LEWISVILLE TX 75067 1 06/15/98 00
0430953216 05 08/01/98 0
368979 O 07/01/28
0
1782616 882/882 F 231,000.00 ZZ
360 231,000.00 1
7237 SW 53RD AVENUE 7.500 1,615.19 74
7.250 1,615.19 315,000.00
MIAMI FL 33143 2 07/24/98 00
980339 05 09/01/98 0
980339 O 08/01/28
0
1782670 455/G01 F 500,000.00 ZZ
360 500,000.00 1
5395 WHITMIRE DRIVE 7.500 3,496.08 73
7.250 3,496.08 685,000.00
GAINESVILLE GA 30504 1 07/31/98 00
0430953604 05 09/01/98 0
74395 O 08/01/28
0
1782982 638/G01 F 272,500.00 ZZ
360 272,500.00 1
1 HALBRIGHT COURT 7.125 1,835.88 78
6.875 1,835.88 350,000.00
TIMONIUM MD 21093 5 07/23/98 00
0430953018 03 09/01/98 0
8765731 O 08/01/28
0
1
1782990 638/G01 F 247,900.00 ZZ
360 247,900.00 1
2815 EAST DURBAN ROAD 7.375 1,712.18 80
7.125 1,712.18 309,900.00
SANDY UT 84093 1 07/27/98 00
0430952978 05 09/01/98 0
8774010 O 08/01/28
0
1784089 624/G01 F 360,000.00 ZZ
360 360,000.00 1
28764 WILD ROSE DRIVE 7.125 2,425.39 67
6.875 2,425.39 540,000.00
EVERGREEN CO 80439 1 07/29/98 00
0430954214 03 09/01/98 0
73011581093 O 08/01/28
0
1784916 025/025 F 400,000.00 ZZ
360 399,663.95 1
900 HARVARD PLACE 6.875 2,627.72 28
6.625 2,627.72 1,450,000.00
CHARLOTTE NC 28207 2 06/25/98 00
571706 05 08/01/98 0
571706 O 07/01/28
0
1784925 025/025 F 291,950.00 ZZ
360 291,950.00 1
6061 TEMPLE ROAD 7.250 1,991.62 79
7.000 1,991.62 370,000.00
NASHVILLE TN 37221 2 07/07/98 00
189639 05 09/01/98 0
189639 O 08/01/28
0
2633960 696/G01 F 263,700.00 ZZ
360 263,047.76 1
801 BEVERLY DRIVE 7.000 1,754.40 90
6.750 1,754.40 293,000.00
ALEXANDRIA VA 22302 1 04/09/98 10
0430725184 05 06/01/98 25
2378068 O 05/01/28
0
1
TOTAL NUMBER OF LOANS : 1,040
TOTAL ORIGINAL BALANCE : 313,553,048.03
TOTAL PRINCIPAL BALANCE : 313,040,888.46
TOTAL ORIGINAL P+I : 2,179,809.20
TOTAL CURRENT P+I : 2,179,809.20
***************************
* END OF REPORT *
***************************
1
RUN ON : 08/28/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.22.20 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1998-S19 CUTOFF : 08/01/98
POOL : 0004320
:
:
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
---------------------------------------------------------------
1715634 .2500
280,033.51 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1715671 .2500
452,591.46 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1715781 .2500
250,309.32 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1716148 .2500
403,592.66 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1716833 .2500
648,649.20 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1718581 .2500
133,627.46 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
1718856 .2500
75,945.97 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1719125 .2500
566,498.65 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1719366 .2500
546,409.77 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1719573 .2500
153,264.33 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1720779 .2500
255,564.34 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1720959 .2500
60,459.40 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1722853 .2500
367,713.49 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1724821 .2500
366,720.74 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1725623 .2500
89,878.82 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1725726 .2500
423,026.16 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1727086 .2500
319,762.51 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1727814 .2500
286,561.88 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1727827 .2500
709,521.63 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1728589 .2500
224,697.05 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1730204 .2500
477,645.25 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1730260 .2500
111,855.04 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1730754 .2500
570,282.08 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1730804 .2500
389,703.24 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1733089 .2500
99,918.03 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1734379 .2500
446,350.89 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1735350 .2500
608,536.60 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1735952 .2500
634,928.30 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1735969 .2500
235,430.44 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1736309 .2500
239,803.27 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1
1736495 .2500
159,562.06 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1736593 .2500
261,800.64 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1737634 .2500
252,623.29 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1737638 .2500
361,447.39 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1738047 .2500
183,873.37 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1738350 .2500
131,909.15 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1738356 .2500
274,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1738407 .2500
133,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
1738519 .2500
148,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1738530 .2500
323,237.13 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1738573 .2500
177,967.83 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1739272 .2500
255,440.61 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1739380 .2500
226,478.62 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1739564 .2500
135,781.83 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1739581 .2500
259,387.84 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1739831 .2500
160,380.89 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1739905 .2500
396,658.52 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1739931 .2500
430,500.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1739948 .2500
546,604.09 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1740160 .2500
107,097.24 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1740167 .2500
709,510.14 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1740180 .2500
339,753.92 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1741442 .2500
183,597.94 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1741823 .2500
159,881.26 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1742148 .2500
998,511.06 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1742596 .2500
483,858.07 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1753578 .2500
250,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1758370 .2500
66,303.57 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1758383 .2500
318,257.65 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1758555 .2500
230,647.38 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1758648 .2500
179,197.63 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1758668 .2500
139,091.41 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
1758733 .2500
143,790.88 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1758810 .2500
553,410.46 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1758885 .2500
151,887.19 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1758896 .2500
598,688.89 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1758913 .2500
481,862.81 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1758987 .2500
154,152.33 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1759003 .2500
143,893.13 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1759118 .2500
584,931.61 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
1759167 .2500
193,297.02 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1759179 .2500
230,439.21 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1759187 .2500
283,439.48 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1759217 .2500
89,933.21 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1759496 .2500
365,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1759501 .2500
270,488.83 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1759580 .2500
179,359.97 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1759715 .2500
182,235.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1759960 .2500
115,586.11 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1760082 .2500
94,559.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1760263 .2500
107,122.42 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1760323 .2500
279,792.19 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1760326 .2500
497,289.80 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1760368 .2500
297,022.76 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1760373 .2500
396,381.01 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1760378 .2500
261,790.48 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
1760433 .2500
93,682.14 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1760462 .2500
314,530.98 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1760496 .2500
489,636.35 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1760626 .2500
243,368.55 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1760706 .2500
143,798.43 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1760987 .2500
146,250.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1760999 .2500
443,662.15 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1761007 .2500
135,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1761032 .2500
335,750.63 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1761046 .2500
497,276.84 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1761347 .2500
574,054.61 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1761352 .2500
174,763.56 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1761366 .2500
648,215.66 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1761385 .2500
447,675.75 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1761395 .2500
525,197.04 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1761408 .2500
374,015.19 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1761423 .2500
113,274.50 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1761474 .2500
215,105.57 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1761476 .2500
140,692.86 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1761801 .2500
183,863.45 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1761823 .2500
203,696.25 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1761829 .2500
134,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1761849 .2500
158,449.76 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1761886 .2500
99,925.79 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1761908 .2500
116,667.15 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1761975 .2500
240,448.43 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1762091 .2500
269,799.62 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1762189 .2500
398,400.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1762238 .2500
151,875.41 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1762475 .2500
134,397.65 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1762554 .2500
292,282.93 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1762564 .2500
44,968.23 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
1762579 .2500
69,740.42 .0800
7.5500 .0000
7.3000 .0000
7.2200 .0000
6.7500 .4700
1762619 .2500
252,930.71 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1762632 .2500
290,856.26 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1762634 .2500
278,418.73 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1762642 .2500
235,310.24 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1762646 .2500
209,150.30 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1762654 .2500
266,670.96 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1762678 .2500
89,839.95 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1762695 .2500
105,817.39 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1762703 .2500
138,694.38 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1762708 .2500
80,942.83 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1762822 .2500
278,400.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1762853 .2500
114,910.29 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1762859 .2500
119,906.39 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1762888 .2500
231,028.42 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1762922 .2500
199,355.61 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1762926 .2500
106,716.68 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1762929 .2500
122,152.24 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1762938 .2500
350,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1762991 .2500
369,718.46 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1763002 .2500
214,840.43 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1763141 .2500
265,297.98 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1763151 .2500
142,044.51 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1763180 .2500
251,803.41 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
1763226 .2500
334,488.60 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1763277 .2500
580,663.25 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1763358 .2500
595,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1763391 .2500
400,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1763396 .2500
240,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1763424 .2500
249,645.94 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1763428 .2500
221,835.24 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1763507 .2500
355,735.80 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1763536 .2500
91,931.72 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1763603 .2500
339,747.67 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1763796 .2500
117,462.76 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1763834 .2500
411,694.24 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
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7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1780266 .2500
289,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1780267 .2500
371,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1780272 .2500
303,535.94 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1780283 .2500
228,750.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1780346 .2500
307,753.69 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1780347 .2500
83,850.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1780361 .2500
171,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1780377 .2500
248,000.00 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1780380 .2500
276,800.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1780382 .2500
432,122.70 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1780383 .2500
276,789.23 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1780385 .2500
359,704.91 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
1780388 .2500
292,277.43 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1780432 .2500
63,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1780459 .2500
300,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1780463 .2500
130,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1780518 .2500
84,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1780532 .2500
269,794.54 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1780654 .2500
281,041.27 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1780656 .2500
277,777.69 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1780659 .2500
575,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1780667 .2500
350,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1780673 .2500
319,200.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1780674 .2500
280,000.00 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1780677 .2500
303,200.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1780678 .2500
368,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1780680 .2500
384,300.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1780681 .2500
269,500.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1780683 .2500
300,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1780691 .2500
296,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1780693 .2500
256,100.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1780711 .2500
271,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1780969 .2500
250,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1781111 .2500
600,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1781202 .2500
361,710.51 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1
1781204 .2500
314,960.16 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1781224 .2500
259,802.16 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1781229 .2500
324,658.88 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1781233 .2500
374,728.58 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1781235 .2500
314,760.31 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1781266 .2500
239,812.77 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1781297 .2500
251,822.14 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1781326 .2500
196,850.10 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1
1781475 .2500
299,747.96 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1781501 .2500
324,758.80 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1781511 .2500
268,600.51 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1781519 .2500
306,463.94 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1781523 .2500
290,544.79 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1781533 .2500
257,300.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1781639 .2500
500,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1781931 .2500
247,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1
1782275 .2500
134,550.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1782344 .2500
116,713.32 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1782616 .2500
231,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1782670 .2500
500,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1782982 .2500
272,500.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1782990 .2500
247,900.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1784089 .2500
360,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.7500 .0450
1784916 .2500
399,663.95 .0300
6.8750 .0000
6.6250 .0000
6.5950 .0000
6.5950 .0000
1
1784925 .2500
291,950.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
2633960 .2500
263,047.76 .0300
7.0000 .0000
6.7500 .0000
6.7200 .0000
6.7200 .0000
TOTAL NUMBER OF LOANS: 1040
TOTAL BALANCE........: 313,040,888.46
1
RUN ON : 08/28/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 12.22.20 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1998-S19 FIXED SUMMARY REPORT CUTOFF : 08/01/98
POOL : 0004320
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
--------------------------------------------------------------------------
CURR NOTE RATE 7.4260 6.5000 8.3750
RFC NET RATE 7.1760 6.2500 8.1250
NET MTG RATE(INVSTR RATE) 7.1000 6.2200 8.0450
POST STRIP RATE 6.7396 6.2200 6.7500
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0761 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .3603 .0000 1.2950
TOTAL NUMBER OF LOANS: 1040
TOTAL BALANCE........: 313,040,888.46
***************************
* 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:
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.
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.
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.
Insofar as its capacity to carry out any obligation under this Contract is
concerned, neither party is in violation of any charter, articles of
incorporation, bylaws, mortgage, indenture, indebtedness, agreement, instrument,
judgment, decree, order, statute, rule or regulation and none of the foregoing
adversely affects its capacity to fulfill any of its obligations under this
Contract. Its execution of, and performance pursuant to, this Contract will not
result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by
the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the representations, warranties and covenants set forth in
the Guides and, upon request, agrees to deliver to Residential Funding the
certified Resolution of Board of Directors which authorizes the execution and
delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or more of those remedies
set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: ( ) -
------ ------ ------
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any state
or federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard or determined in such
state or federal court. Each of the parties irrevocably waives the defense of an
inconvenient forum to the maintenance of any such action or proceeding and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in any such forum. Each of the
parties agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on the judgment
or in any other manner provided by law. Each of the parties further agrees not
to institute any legal actions or proceedings against the other party or any
director, officer, employee, attorney, agent or property of the other party,
arising out of or relating to this Contract in any court other than as
hereinabove specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
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:
<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:
That he is [Title of Officer] of [Name of Owner] (record or beneficial
owner of the Mortgage Pass-Through Certificates, Series 1998-S19, Class
R[-I][-II] (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.
That the Owner (i) is not and will not be a "disqualified
organization" or an electing large partnership as of [date of transfer] within
the meaning of Sections 860E(e)(5) and 775, respectively, of the Internal
Revenue Code of 1986, as amended (the "Code") or an electing large partnership
under Section 775(a) of the Code, (ii) will endeavor to remain other than a
disqualified organization for so long as it retains its ownership interest in
the Class R[-I][-II] Certificates, and (iii) is acquiring the Class R[-I][-II]
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).
That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R[-I][-II] Certificates to disqualified organizations or
electing large partnerships, under the Code, that applies to all transfers of
Class R[-I][-II] Certificates after March 31, 1988; (ii) that such tax would be
on the transferor or, with respect to transfers to electing large partnerships,
on such partnership, or, if such transfer is through an agent (which person
includes a broker, nominee or middleman) for a disqualified organization, on the
agent; (iii) that the person (other than with respect to transfers to electing
large partnerships) otherwise liable for the tax shall be relieved of liability
for the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R[-I][-II] 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.
That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R[-I][-II] Certificates either the pass-through entity is an
electing large partnership under Section 775(a) of the Code or 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.)
The Owner is a citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States or any political subdivision thereof, or an estate
that is described in Section 7701(a)(30)(D) of the Code, or a trust that is
described in Section 7701(a)(30)(E) of the Code.
That the Owner is aware that the Trustee will not register the
transfer of any Class R[-I][-II] 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.
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[-I][-II] 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.
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[-I][-II] Certificates will only be owned,
directly or indirectly, by an Owner that is not a disqualified organization.
The Owner's Taxpayer Identification Number is .
This affidavit and agreement relates only to the Class R[-I][-II]
Certificates held by the Owner and not to any other holder of the Class
R[-I][-II] Certificates. The Owner understands that the liabilities described
herein relate only to the Class R[-I][-II] Certificates.
That no purpose of the Owner relating to the transfer of any of the
Class R [-I][-II] Certificates by the Owner is or will be to impede the
assessment or collection of any tax.
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[-I][-II]
Certificate that the Owner intends to pay taxes associated with holding such
Class R[-I][-II] Certificate as they become due, fully understanding that it may
incur tax liabilities in excess of any cash flows generated by the Class
R[-I][-II] Certificate.
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[-I][-II] Certificates remain outstanding.
The Purchaser is not an employee benefit plan or other plan subject to
the prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code
of 1986, as amended (the "Code"), or an investment manager, named fiduciary or a
trustee of any such plan, or any other Person acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets" of any such plan.
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this day of , 199 .
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he executed the same as his free act and deed and the free act and deed of
the Owner.
Subscribed and sworn before me this ____ day of _________ , 199__ .
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the _____ day of _____, 19__.
I-1 -2
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
, 19
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust
Re:Mortgage Pass-Through Certificates,
Series 1998-S19, Class R[-I][-II]
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-S19, Class R[-I][-II] (the
"Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of August 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:
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.
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.
The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has historically
paid its debts as they become due and has found no significant evidence to
indicate that the Purchaser will not continue to pay its debts as they become
due in the future. The Seller understands that the transfer of a Class
R[-I][-II] 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.
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:
<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, 9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust
RE: Mortgage Pass-Through Certificates,
Series 1998-S19, [Class B-]
Ladies and Gentlemen:
_____________ (the "Purchaser") intends to purchase from (the "Seller") $
Initial Certificate Principal Balance of Mortgage Pass-Through Certificates,
Series 1998-S19, Class (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of August
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 and the Trustee and
the Master Servicer that:
1. The Purchaser understands that (a) the Certificates have
not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Company is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only if
registered and qualified pursuant to the provisions of the Act or
any state securities law, or if an exemption from such registration
and qualification is available, (d) the Pooling and Servicing
Agreement contains restrictions regarding the transfer of the
Certificates and (e) the Certificates will bear a legend to the
foregoing effect.
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such matters
related to securities similar to the Certificates, such that it is
capable of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an
investment and (c) an "accredited investor" within the meaning of Rule
501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated , 19 , relating to the Certificates (b)] a copy of
the Pooling and Servicing Agreement and [b] [c] such other
information concerning the Certificates, the Mortgage Loans and the
Company as has been requested by the Purchaser from the Company or
the Seller and is relevant to the Purchaser's decision to purchase
the Certificates. The Purchaser has had any questions arising from
such review answered by the Company or the Seller to the
satisfaction of the Purchaser. [If the Purchaser did not purchase
the Certificates from the Seller in connection with the initial
distribution of the Certificates and was provided with a copy of the
Private Placement Memorandum (the "Memorandum") relating to the
original sale (the "Original Sale") of the Certificates by the
Company, the Purchaser acknowledges that such Memorandum was
provided to it by the Seller, that the Memorandum was prepared by
the Company solely for use in connection with the Original Sale and
the Company did not participate in or facilitate in any way the
purchase of the Certificates by the Purchaser from the Seller, and
the Purchaser agrees that it will look solely to the Seller and not
to the Company with respect to any damage, liability, claim or
expense arising out of, resulting from or in connection with (a)
error or omission, or alleged error or omission, contained in the
Memorandum, or (b) any information, development or event arising
after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or
will it authorize any person to (a) offer, pledge, sell, dispose of
or otherwise transfer any Certificate, any interest in any
Certificate or any other similar security to any person in any
manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any interest in
any Certificate or any other similar security from any person in any
manner, (c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner
or (e) take any other action, that (as to any of (a) through (e)
above) would constitute a distribution of any Certificate under the
Act, that would render the disposition of any Certificate a
violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant thereto.
The Purchaser will not sell or otherwise transfer any of the
Certificates, except in compliance with the provisions of the
Pooling and Servicing Agreement.
6. The Purchaser
(a) is not an employee benefit or other plan subject to
the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of
1986, as amended (the "Code") (a "Plan"), or any other
person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on
behalf of or purchasing any Certificate with "plan assets"
of any Plan within the meaning of the Department of Labor
("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
(b) is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance
company general account" (within the meaning of DOL
Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability
of the exemptive relief afforded under Sections I and III of
PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either (a) or (b) above.
Very truly yours,
By:
Name:
Title:
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
, 199
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
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
9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust Administration
Re: Mortgage Pass-Through Certificates, Series 1998-S19, Class M-
Dear Sirs:
_________ (the "Purchaser") intends to purchase from (the "Seller")
$______________ Initial Certificate Principal Balance of Mortgage Pass-Through
Certificates, Series 1998-S19, Class M- (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of August 1, 1998, among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation, as mas
servicer (the "Master Servicer") and The First National Bank of Chicago, as (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Purchaser hereby
certifies, represents and warrants to, and covenants with the Company, the
Trustee and the Master Servicer that either:
The Purchaser is not an employee benefit or other plan subject
to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975
of the Internal Revenue Code of 1986, as amended (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
The Purchaser is an insurance company, the source of funds to
be used by it to purchase the Certificates is an "insurance company general
account" (within the meaning of DOL Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Sections I and III of PTCE
95-60.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
such Plan or person meets the requirements set forth in either (a) or (b) above.
Very truly yours,
By:
Name:
Title:
<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, 9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust
Re: Mortgage Pass-Through Certificates,
Series 1998-S19, [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-S19, Class (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of August 1, 1998 among Residential Funding Mortgage Securities I,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer and The First National Bank of Chicago, as trustee (the "Trustee").
The Seller hereby certifies, represents and warrants to, and covenants with, the
Company and the Trustee that:
Neither the Seller nor anyone acting on its behalf has (a) offered,
pledged, sold, disposed of or otherwise transferred any Certificate, any
interest in any Certificate or any other similar security to any person in any
manner, (b) has solicited any offer to buy or to accept a pledge, disposition or
other transfer of any Certificate, any interest in any Certificate or any other
similar security from any person in any manner, (c) has otherwise approached or
negotiated with respect to any Certificate, any interest in any Certificate or
any other similar security with any person in any manner, (d) has made any
general solicitation by means of general advertising or in any other manner, or
(e) has taken any other action, that (as to any of (a) through (e) above) would
constitute a distribution of the Certificates under the Securities Act of 1933
(the "Act"), that would render the disposition of any Certificate a violation of
Section 5 of the Act or any state securities law, or that would require
registration or qualification pursuant thereto. The Seller will not act, in any
manner set forth in the foregoing sentence with respect to any Certificate. The
Seller has not and will not sell or otherwise transfer any of the Certificates,
except in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement"), dated as of August 1, 1998 among Residential
Funding Corporation as Master Servicer, Residential Funding Mortgage Securities
I, Inc. as depositor pursuant to Section 5.02 of the Agreement and The First
National Bank of Chicago, as trustee, as follows:
a. The Buyer understands that the Rule 144A Securities have not been
registered under the 1933 Act or the securities laws of any state.
b. The Buyer considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial
and business matters that it is capable of evaluating the merits and risks
of investment in the Rule 144A Securities.
c. The Buyer has been furnished with all information regarding the
Rule 144A Securities that it has requested from the Seller, the Trustee or
the Servicer.
d. Neither the Buyer nor anyone acting on its behalf has
offered, transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A Securities
a violation of Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan within the
meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.
2510.3-101; or
b. is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account" (DOL
Prohibited Transaction Class Exemption ("PTCE") 95-60), and the purchase is
being made in reliance upon the availability of the exemptive relief
afforded under Sections I and III of PTCE 95-60.]
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
<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-2
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $ in securities (except for the excluded securities referred
to below) as of the end of the Buyer's most recent fiscal year (such amount
being calculated in accordance with Rule 144A) and (ii) the Buyer satisfies the
criteria in the category marked below.
Corporation, etc. The Buyer is a corporation (other than a bank, savings and
loan association or similar institution), Massachusetts or similar business
trust, partnership, or charitable organization described in Section
501(c)(3) of the Internal Revenue Code.
Bank.The Buyer (a) is a national bank or banking institution organized under
the laws of any State, territory or the District of Columbia, the business
of which is substantially confined to banking and is supervised by the
State or territorial banking commission or similar official or is a foreign
bank or equivalent institution, and (b) has an audited net worth of at
least $25,000,000 as demonstrated in its latest annual financial
statements, a copy of which is attached hereto. Savings and Loan. The Buyer
(a) is a savings and loan association, building and loan association,
cooperative bank, homestead association or similar institution, which is
supervised and examined by a State or Federal authority having supervision
over any such institutions or is a foreign savings and loan association or
equivalent institution and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements.
Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934. Insurance Company. The Buyer is an
insurance company whose primary and predominant business activity is the
writing of insurance or the reinsuring of risks underwritten by insurance
companies and which is subject to supervision by the insurance commissioner
or a similar official or agency of a State or territory or the District of
Columbia. State or Local Plan. The Buyer is a plan established and
maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the benefit
of its employees. ERISA Plan. The Buyer is an employee benefit plan within
the meaning of Title I of the Employee Retirement Income Security Act of
1974. Investment Adviser. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940. SBIC. The Buyer is a Small
Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment
Act of 1958. Business Development Company. The Buyer is a business
development company as defined in Section 202(a)(22) of the Investment
Advisers Act of 1940. Trust Fund. The Buyer is a trust fund whose trustee
is a bank or trust company and whose participants are exclusively (a) plans
established and maintained by a State, its political subdivisions, or any
agency or instrumentality of the State or its political subdivisions, for
the benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of 1974,
but is not a trust fund that includes as participants individual retirement
acc H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps. ----------
- ----------------
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
Will the Buyer be purchasing the Rule 144A
Yes No Securities only for the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such notice
is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-3
<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. s 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. n 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). ed in the aggregate $
_____________ in securities (other than the excluded securities referred to
below) as of the end of the Buyer's most recent fiscal year (such amount being
calculated in accordance with Rule 144A).
3. The term "Family of Investment Companies" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this certification is made are relying and will continue to
rely on the statements made herein because one or more sales to the Buyer will
be in reliance on Rule 144A. In addition, the Buyer will only purchase for the
Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-4
<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).
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
Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior to
the later of the third Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer with written notice thereof to
the Trustee. The maximum amount that Residential Funding shall be required to
pay pursuant to this Section on any Distribution Date (the "Amount Available")
shall be equal to the lesser of (X) minus the sum of (i) all previous payments
made under --------------- subsections (a) and (b) hereof and (ii) all draws
under the Limited Guaranty made in lieu of such payments as described below in
subsection (d) and (Y) the then outstanding Certificate Principal Balances of
the Class B Certificates, or such lower amount as may be established pursuant to
Section 12.02. Residential Funding's obligations as described in this Section
are referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section or
amounts paid under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) either REMIC I or REMIC II to fail
to qualify as a REMIC at any time that any Certificate is outstanding, and (ii)
no such substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute instrument constitutes a legal, valid and
binding obligation of the substitute guarantor or obligor, enforceable in
accordance with its terms, and concerning such other matters as the Master
Servicer and the Trustee shall reasonably request. Neither the Company, the
Master Servicer nor the Trustee shall be obligated to substitute for or replace
the Limited Guaranty or Subordinate Certificate Loss Obligation under any
circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or 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.
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1998-S19
, 199
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a Delaware corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of August 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-S19 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with respect to
the ability of Residential Funding to secure sufficient funds and faithfully to
perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein contained and
certain other good and valuable consideration, the receipt of which is hereby
acknowledged, GMAC agrees as follows:
1. Provision of Funds. (a) GMAC agrees to contribute and deposit in
the Certificate Account on behalf of Residential Funding (or otherwise provide
to Residential Funding, or to cause to be made available to Residential
Funding), either directly or through a subsidiary, in any case prior to the
related Distribution Date, such moneys as may be required by Residential Funding
to perform its Subordinate Certificate Loss Obligation when and as the same
arises from time to time upon the demand of the Trustee in accordance with
Section 12.01 of the Servicing Agreement.
(b) The agreement set forth in the preceding clause (a) shall be
absolute, irrevocable and unconditional and shall not be affected by the
transfer by GMAC or any other person of all or any part of its or their interest
in Residential Funding, by any insolvency, bankruptcy, dissolution or other
proceeding affecting Residential Funding or any other person, by any defense or
right of counterclaim, set-off or recoupment that GMAC may have against
Residential Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty
may be modified, amended or terminated only by the written agreement of GMAC and
the Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the
guarantee herein set forth shall be binding upon GMAC and its respective
successors.
5. Governing Law. This Limited Guaranty shall be governed by the
laws of the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution of
Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the
Company and the Trustee to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but not otherwise defined
herein shall have the meaning given them in the Servicing Agreement.
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
By:
Name:
Title:
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
, 19
Residential Funding Mortgage Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust
Re: Mortgage Pass-Through Certificates,
Series 1998-S19 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 August 1, 1998 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"), Residential Funding Corporation,
as master servicer, and the Trustee. All terms used herein and not otherwise
defined shall have the meanings set forth in the Pooling and Servicing
Agreement. The Lender hereby certifies, represents and warrants to, and
covenants with, the Master Servicer and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified
to have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1764380 395,418.84 6.220 7.8518518519% 31,047.70
1769444 369,665.51 6.220 7.8518518519% 29,025.59
1764354 478,622.77 6.345 6.0000000000% 28,717.37
1780175 408,000.00 6.345 6.0000000000% 24,480.00
1763925 194,232.63 6.470 4.1481481481% 8,057.06
1764371 398,961.00 6.470 4.1481481481% 16,549.49
1768357 487,080.27 6.470 4.1481481481% 20,204.81
1769583 280,764.32 6.470 4.1481481481% 11,646.52
1772481 154,731.59 6.470 4.1481481481% 6,418.50
1779731 252,800.00 6.470 4.1481481481% 10,486.52
1780659 575,000.00 6.470 4.1481481481% 23,851.85
1781111 600,000.00 6.470 4.1481481481% 24,888.89
1719366 546,409.77 6.595 2.2962962963% 12,547.19
1735952 634,928.30 6.595 2.2962962963% 14,579.84
1766701 131,889.10 6.595 2.2962962963% 3,028.56
1768428 899,243.89 6.595 2.2962962963% 20,649.30
1769449 249,492.89 6.595 2.2962962963% 5,729.10
1769466 259,561.87 6.595 2.2962962963% 5,960.31
1769472 248,531.95 6.595 2.2962962963% 5,707.03
1769540 281,924.14 6.595 2.2962962963% 6,473.81
1769585 481,187.80 6.595 2.2962962963% 11,049.50
1769625 188,831.25 6.595 2.2962962963% 4,336.13
1769628 299,494.48 6.595 2.2962962963% 6,877.28
1769629 267,242.97 6.595 2.2962962963% 6,136.69
1769630 267,448.55 6.595 2.2962962963% 6,141.41
1769899 383,677.39 6.595 2.2962962963% 8,810.37
1772569 492,785.65 6.595 2.2962962963% 11,315.82
1772858 317,951.06 6.595 2.2962962963% 7,301.10
1773011 309,739.56 6.595 2.2962962963% 7,112.54
1773654 457,000.00 6.595 2.2962962963% 10,494.07
1775416 305,384.53 6.595 2.2962962963% 7,012.53
1778745 153,600.00 6.595 2.2962962963% 3,527.11
1780252 236,000.00 6.595 2.2962962963% 5,419.26
1780674 280,000.00 6.595 2.2962962963% 6,429.63
1781475 299,747.96 6.595 2.2962962963% 6,883.10
1784916 399,663.95 6.595 2.2962962963% 9,177.47
1774409 335,721.85 6.670 1.1851851852% 3,978.93
1720779 255,564.34 6.720 0.4444444444% 1,135.84
1733089 99,918.03 6.720 0.4444444444% 444.08
1736309 239,803.27 6.720 0.4444444444% 1,065.79
1761347 574,054.61 6.720 0.4444444444% 2,551.35
1762238 151,875.41 6.720 0.4444444444% 675.00
1763396 240,000.00 6.720 0.4444444444% 1,066.67
1764374 441,006.50 6.720 0.4444444444% 1,960.03
1766490 271,777.04 6.720 0.4444444444% 1,207.90
1766493 242,800.81 6.720 0.4444444444% 1,079.11
1767043 331,114.13 6.720 0.4444444444% 1,471.62
1767496 72,340.65 6.720 0.4444444444% 321.51
1767822 389,680.32 6.720 0.4444444444% 1,731.91
1767845 264,782.77 6.720 0.4444444444% 1,176.81
1768341 527,567.20 6.720 0.4444444444% 2,344.74
1768376 475,609.83 6.720 0.4444444444% 2,113.82
1768384 523,570.48 6.720 0.4444444444% 2,326.98
1769461 271,677.12 6.720 0.4444444444% 1,207.45
1769532 285,929.11 6.720 0.4444444444% 1,270.80
1769593 311,387.19 6.720 0.4444444444% 1,383.94
1769594 157,340.87 6.720 0.4444444444% 699.29
1769597 377,319.51 6.720 0.4444444444% 1,676.98
1769601 293,816.11 6.720 0.4444444444% 1,305.85
1769624 295,912.66 6.720 0.4444444444% 1,315.17
1769626 313,883.06 6.720 0.4444444444% 1,395.04
1769640 419,655.72 6.720 0.4444444444% 1,865.14
1770789 442,000.00 6.720 0.4444444444% 1,964.44
1772385 147,479.01 6.720 0.4444444444% 655.46
1772478 232,200.00 6.720 0.4444444444% 1,032.00
1772856 235,806.56 6.720 0.4444444444% 1,048.03
1772971 125,000.00 6.720 0.4444444444% 555.56
1773023 239,403.60 6.720 0.4444444444% 1,064.02
1773028 404,668.02 6.720 0.4444444444% 1,798.52
1773234 59,950.81 6.720 0.4444444444% 266.45
1774405 294,758.18 6.720 0.4444444444% 1,310.04
1778309 258,400.00 6.720 0.4444444444% 1,148.44
1780204 78,000.00 6.720 0.4444444444% 346.67
1780377 248,000.00 6.720 0.4444444444% 1,102.22
1780385 359,704.91 6.720 0.4444444444% 1,598.69
2633960 263,047.76 6.720 0.4444444444% 1,169.10
$24,539,541.43 1.9637890792% $481,904.83
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[DATE]
The First National Bank of Chicago
One North State Street, 9th Floor
Chicago, Illinois 60602
Attention: Corporate Trust
Re: Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates,
Series 1998-S19
Residential Funding Corporation, as the Holder of a ___ % Percentage
Interest of the Class A-11[-1] Certificates, hereby requests the Trustee to
exchange the above-referenced Certificates for the Subclasses referred to below:
1. Class A-11-___ Certificates, corresponding to the following
Uncertificated REMIC II 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-11-__
Certificates will be $____ and _____%, respectively.
[2. Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate all
of the Uncertificated REMIC II Regular Interests represented by the Class
A-11[-1] Certificates surrendered for exchange.
All capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement, dated as of August 1,
1998, among Residential Funding Mortgage Securities I, Inc., Residential Funding
Corporation and The First National Bank of Chicago, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
<PAGE>
EXHIBIT R
SCHEDULE OF TARGETED PRINCIPAL BALANCS
<PAGE>
ARTICLE I ....................................................DEFINITIONS 2
Accrued Certificate Interest.................................................2
Addendum and Assignment Agreement............................................3
Additional Collateral........................................................3
Additional Collateral Loan...................................................3
Adjusted Mortgage Rate.......................................................3
Advance ............................................................. 4
Affiliate ............................................................. 4
Agreement ............................................................. 4
Amount Held for Future Distribution..........................................4
Appraised Value..............................................................4
Assignment ............................................................. 4
Assignment Agreement.........................................................4
Assignment of Proprietary Lease..............................................4
Available Distribution Amount................................................4
Bankruptcy Amount............................................................5
Bankruptcy Code..............................................................6
Bankruptcy Loss..............................................................6
Book-Entry Certificate.......................................................6
Business Day ..............................................................6
Buydown Funds ..............................................................6
Buydown Mortgage Loan........................................................6
Cash Liquidation.............................................................6
Certificate ............................................................. 6
Certificate Account..........................................................6
Certificate Account Deposit Date.............................................7
Certificateholder or Holder..................................................7
Certificate Owner............................................................7
Certificate Principal Balance................................................7
Certificate Register and Certificate Registrar...............................8
Class ............................................................. 8
Class A Certificate..........................................................8
Class A-10 Collection Shortfall..............................................8
Class A-10 Principal Distribution Amount.....................................8
Class A-11 Certificates......................................................8
Class A-11 Notional Amount...................................................8
Class B Certificate..........................................................9
Class B Percentage...........................................................9
Class B-1 Percentage.........................................................9
Class B-1 Prepayment Distribution Trigger....................................9
Class B-2 Percentage.........................................................9
Class B-2 Prepayment Distribution Trigger....................................9
Class B-3 Percentage.........................................................9
Class B-3 Prepayment Distribution Trigger....................................9
Class M Certificate.........................................................10
Class M Percentage..........................................................10
Class M-1 Percentage........................................................10
Class M-2 Percentage........................................................10
Class M-2 Prepayment Distribution Trigger...................................10
Class M-3 Percentage........................................................10
Class M-3 Prepayment Distribution Trigger...................................10
Closing Date .............................................................11
Code ............................................................ 11
Compensating Interest.......................................................11
Cooperative ............................................................ 11
Cooperative Apartment.......................................................11
Cooperative Lease...........................................................11
Cooperative Loans...........................................................11
Cooperative Stock...........................................................12
Cooperative Stock Certificate...............................................12
Corporate Trust Office......................................................12
Credit Support Depletion Date...............................................12
Curtailment ............................................................ 12
Custodial Account...........................................................12
Custodial Agreement.........................................................12
Custodian ............................................................ 12
Cut-off Date .............................................................12
Cut-off Date Principal Balance..............................................12
DCR ............................................................ 12
- ---
Debt Service Reduction......................................................12
Deficient Valuation.........................................................13
Definitive Certificate......................................................13
Deleted Mortgage Loan.......................................................13
Depository ............................................................ 13
Depository Participant......................................................13
Destroyed Mortgage Note.....................................................13
Determination Date..........................................................13
Discount Fraction...........................................................13
Discount Mortgage Loan......................................................13
Distribution Date...........................................................14
Due Date ............................................................ 14
Due Period ............................................................ 14
Eligible Account............................................................14
Eligible Funds .............................................................15
Event of Default............................................................15
Excess Bankruptcy Loss......................................................15
Excess Fraud Loss...........................................................15
Excess Special Hazard Loss..................................................15
Excess Subordinate Principal Amount.........................................15
Extraordinary Events........................................................15
Extraordinary Losses........................................................16
FASIT ............................................................ 16
FDIC ............................................................ 16
FHLMC ............................................................ 16
Final Distribution Date.....................................................16
Fitch IBCA ............................................................ 16
FNMA ............................................................ 16
Foreclosure Profits.........................................................16
Fraud Loss Amount...........................................................16
Fraud Losses .......................................................... ..17
Independent ............................................................ 17
Initial Certificate Principal Balance.......................................17
Initial Class A-11 Notional Amount..........................................17
Initial Monthly Payment Fund................................................17
Insurance Proceeds..........................................................17
Insurer ............................................................ 18
Interest Accrual Period.....................................................18
Late Collections............................................................18
Liquidation Proceeds........................................................18
Loan-to-Value Ratio.........................................................18
Lockout Distribution Percentage.............................................18
Maturity Date .............................................................18
MLCC ............................................................ 19
Modified Mortgage Loan......................................................19
Modified Net Mortgage Rate..................................................19
Monthly Payment.............................................................19
Moody's ............................................................ 19
Mortgage ............................................................ 19
Mortgage 100SM Loan.........................................................19
Mortgage File .............................................................19
Mortgage Loan Schedule......................................................19
Mortgage Loans .............................................................20
Mortgage Note .............................................................20
Mortgage Rate .............................................................20
Mortgaged Property..........................................................20
Mortgagor ............................................................ 20
Net Mortgage Rate...........................................................20
Non-Discount Mortgage Loan..................................................20
Non-Primary Residence Loans.................................................21
Non-United States Person....................................................21
Nonrecoverable Advance......................................................21
Nonsubserviced Mortgage Loan................................................21
Officers' Certificate.......................................................21
Opinion of Counsel..........................................................21
Outstanding Mortgage Loan...................................................21
Ownership Interest..........................................................21
Parent PowerSM Loan.........................................................21
Pass-Through Rate...........................................................21
Paying Agent .............................................................22
Percentage Interest.........................................................22
Permitted Investments.......................................................22
Permitted Transferee........................................................23
Person ............................................................ 24
Pledged Asset Mortgage Servicing Agreement..................................24
Pool Stated Principal Balance...............................................24
Pool Strip Rate.............................................................24
Prepayment Assumption.......................................................24
Prepayment Distribution Percentage..........................................24
Prepayment Distribution Trigger.............................................25
Prepayment Interest Shortfall...............................................25
Prepayment Period...........................................................26
Primary Insurance Policy....................................................26
Principal Prepayment........................................................26
Principal Prepayment in Full................................................26
Program Guide .............................................................26
Purchase Price .............................................................26
Qualified Substitute Mortgage Loan..........................................26
Rating Agency .............................................................27
Realized Loss .............................................................27
Record Date ............................................................ 28
Regular Certificate.........................................................28
REMIC ............................................................ 28
REMIC Administrator.........................................................28
REMIC Provisions............................................................29
REO Acquisition.............................................................29
REO Disposition.............................................................29
REO Imputed Interest........................................................29
REO Proceeds .............................................................29
REO Property .............................................................29
Request for Release.........................................................29
Required Insurance Policy...................................................29
Required Surety Payment.....................................................29
Residential Funding.........................................................29
Responsible Officer.........................................................30
Schedule of Discount Fractions..............................................30
Security Agreement..........................................................30
Seller ............................................................ 30
Seller's Agreement..........................................................30
Senior Accelerated Distribution Percentage..................................30
Senior Certificates.........................................................31
Senior Percentage...........................................................32
Senior Principal Distribution Amount........................................32
Servicing Accounts..........................................................32
Servicing Advances..........................................................32
Servicing Fee .............................................................32
Servicing Modification......................................................32
Servicing Officer...........................................................32
Special Hazard Amount.......................................................32
Special Hazard Loss.........................................................33
Standard & Poor's...........................................................33
Stated Principal Balance....................................................33
Subclass ............................................................ 34
Subclass Notional Amount....................................................34
Subordinate Percentage......................................................34
Subordinate Principal Distribution Amount...................................34
Subserviced Mortgage Loan...................................................34
Subservicer ............................................................ 34
Subservicer Advance.........................................................35
Subservicing Account........................................................35
Subservicing Agreement......................................................35
Subservicing Fee............................................................35
Surety ............................................................ 35
Surety Bond ............................................................ 35
TAC Certificates...........................................................35
TAC Distribution Amount.....................................................35
Targeted Principal Balances.................................................35
Tax Returns ............................................................ 35
Transfer ............................................................ 36
Transferee ............................................................ 36
Transferor ............................................................ 36
Uniform Single Attestation Program for Mortgage Bankers.....................38
Uninsured Cause.............................................................38
United States Person........................................................38
Voting Rights .............................................................38
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 39
Section 2.01. .............................Conveyance of Mortgage Loans39
Section 2.02. ....................................Acceptance by Trustee43
Section 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company ..........................................45
Section 2.04. ................Representations and Warranties of Sellers49
Section 2.05. Issuance of Certificates Evidencing Interests in
REMIC I Certificates .......................................50
Section 2.06. Conveyance of Uncertificated REMIC I and REMIC II
Regular Interests; Acceptance by the Trustee ...............51
ARTICLE III .ADMINISTRATION AND SERVICING OF MORTGAGE LOANS .............52
Section 3.01. Master Servicer to Act as Servicer ....................52
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers'
and Sellers' Obligations ....................................53
Section 3.03. .Successor Subservicers ...............................54
Section 3.04. Liability of the Master Servicer ......................54
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders ...............................54
Section 3.06. Assumption or Termination of Subservicing Agreements
by Trustee ..................................................55
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits
to Custodial Account ........................................55
Section 3.08. Subservicing Accounts; Servicing Accounts .............57
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans ...........................59
Section 3.10. Permitted Withdrawals from the Custodial Account ......59
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder .................................61
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage ......................................62
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments ...........63
Section 3.14. Realization Upon Defaulted Mortgage Loans .............65
Section 3.15. Trustee to Cooperate; Release of Mortgage Files .......68
Section 3.16. Servicing and Other Compensation; Compensating Interest69
Section 3.17. Reports to the Trustee and the Company ................70
Section 3.18. Annual Statement as to Compliance .....................70
Section 3.19. Annual Independent Public Accountants' Servicing Report71
Section 3.20. Rights of the Company in Respect of the Master Servicer71
Section 3.21. Administration of Buydown Funds .......................72
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS ..............................73
Section 4.01. Certificate Account ...................................73
Section 4.02. Distributions .........................................73
Section 4.03. Statements to Certificateholders ......................82
Section 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer .......................84
Section 4.05. Allocation of Realized Losses .........................85
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property ...............................................87
Section 4.07. Optional Purchase of Defaulted Mortgage Loans .........87
Section 4.08. Surety Bond ...........................................87
Section 4.09. Distributions on the Uncertificated REMIC I and REMIC II
Regular Interests ......................................88
Section 4.09. Distributions on the Uncertificated REMIC I and REMIC II
Regular Interests TC " Section 4.09.
Distributions on the Uncertificated REMIC I and REMIC II
Regular Interests" \l "1". .............................88
ARTICLE V THE CERTIFICATES ............................................90
Section 5.01. The Certificates ......................................90
Section 5.02. Registration of Transfer and Exchange of Certificates .92
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates .....97
Section 5.04. Persons Deemed Owners .................................97
Section 5.05. Appointment of Paying Agent ...........................97
Section 5.06. Optional Purchase of Certificates .....................98
ARTICLE VI THE COMPANY AND THE MASTER SERVICER ........................100
Section 6.01. Respective Liabilities of the Company and the
Master Servicer .......................................100
Section 6.02. Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and Delegation of
Duties by Master Servicer .............................100
Section 6.03. Limitation on Liability of the Company, the Master
Servicer and Others ...................................101
Section 6.04. Company and Master Servicer Not to Resign ............101
ARTICLE VII DEFAULT ....................................................103
Section 7.01. Events of Default ....................................103
Section 7.02. Trustee or Company to Act; Appointment of Successor ..104
Section 7.03. Notification to Certificateholders ...................105
Section 7.04. Waiver of Events of Default ..........................106
ARTICLE VIII CONCERNING THE TRUSTEE .....................................107
Section 8.01. Duties of Trustee ....................................107
Section 8.02. Certain Matters Affecting the Trustee ............... 108
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans 110
Section 8.04. Trustee May Own Certificates .........................110
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification .......................................110
Section 8.06. Eligibility Requirements for Trustee .................111
Section 8.07. Resignation and Removal of the Trustee ...............111
Section 8.08. .Successor Trustee ...................................112
Section 8.09. Merger or Consolidation of Trustee ...................113
Section 8.10. ppointment of Co-Trustee or Separate Trustee .........113
Section 8.11. Appointment of Custodians ............................114
Section 8.12. Appointment of Office or Agency ......................114
ARTICLE IX TERMINATION ................................................116
Section 9.01. Termination Upon Purchase by the Master Servicer of
the Company or Liquidation of All Mortgage Loans .....116
Section 9.02. Termination of REMIC II ..............................118
Section 9.03. Additional Termination Requirements ..................118
ARTICLE X REMIC PROVISIONS ...........................................120
Section 10.01. EMIC Administration ..................................120
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification .......................................123
ARTICLE XI MISCELLANEOUS PROVISIONS ...................................125
Section 11.01. Amendment ............................................125
Section 11.02. Recordation of Agreement; Counterparts ...............127
Section 11.03. Limitation on Rights of Certificateholders ...........127
Section 11.04. Governing Law ........................................128
Section 11.05. Notices ..............................................128
Section 11.06. Notices to Rating Agency .............................129
Section 11.07. Severability of Provisions ...........................130
Section 11.08. Supplemental Provisions for Resecuritization .........130
EXHIBIT A ....................................................... A-1
EXHIBIT B ....................................................... B-1
EXHIBIT C ....................................................... C-1
EXHIBIT D ....................................................... D-1
EXHIBIT E ....................................................... E-1
EXHIBIT F ....................................................... F-1
EXHIBIT G ....................................................... G-1
EXHIBIT H ....................................................... H-1
EXHIBIT I-1 ....................................................... I-1
EXHIBIT I-2 ....................................................... I-2
EXHIBIT J-1 ....................................................... J-1
EXHIBIT J-2 ....................................................... J-2
EXHIBIT K ....................................................... K-1
EXHIBIT L ....................................................... L-1
EXHIBIT M ....................................................... M-1
EXHIBIT N ....................................................... N-1
EXHIBIT O ....................................................... O-1
EXHIBIT P ....................................................... P-1
EXHIBIT Q ....................................................... Q-1
EXHIBIT R ....................................................... R-1
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