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) December 30, 1998
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC. (as company under a Pooling and
Servicing Agreement, dated as of December 1, 1998, providing for, inter alia,
the issuance of Mortgage Pass-Through Certificates, Series 1998-S30)
Residential Funding Mortgage Securities I, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-57481 75-2006294
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
8400 Normandale Lake Blvd.
Suite 600
Minneapolis, Minnesota 55437
(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code, is (612) 832-7000
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits:
1. Pooling and Servicing Agreement, dated as of December 1, 1998,
among Residential Funding Mortgage Securities I, Inc., as company, Residential
Funding Corporation, as master servicer, and The First National Bank of Chicago,
as trustee.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name: Stephen Hynes
Title: Vice President
Dated:January 12, 1999
[
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By: /s/ Stephen Hynes
Name: Stephen Hynes
Title: Vice President
Dated: January 12, 1999
<PAGE>
EXHIBITS
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
THE FIRST NATIONAL BANK OF CHICAGO,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1998
Mortgage Pass-Through Certificates
Series 1998-S30
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE IDEFINITIONS
Section 1.01. Definitions ..............................................3
Accretion Termination Date ................................................. 3
Accrual Certificates ....................................................... 3
Accrued Certificate Interest ............................................... 3
Accrual Distribution Amount ................................................ 4
Adjusted Mortgage Rate ..................................................... 4
Advance .......................................................................4
Affiliate .................................................................. 4
Amount Held for Future Distribution 4
Appraised Value ............................................................ 5
Assignment ................................................................. 5
Assignment Agreement ....................................................... 5
Assignment of Proprietary Lease ............................................ 5
Available Distribution Amount .................................................5
Bankruptcy Amount .............................................................5
Bankruptcy Code ............................................................ 6
Bankruptcy Loss ............................................................ 6
Book-Entry Certificate ..................................................... 7
Business Day ............................................................... 7
Buydown Funds .............................................................. 7
Buydown Mortgage Loan ...................................................... 7
Cash Liquidation ........................................................... 7
Certificate ...................................................................7
Certificate Account ........................................................ 7
Certificate Account Deposit Date ........................................... 7
Certificateholder or Holder ................................................ 7
Certificate Owner .............................................................8
Certificate Principal Balance .................................................8
Certificate Register and Certificate Registrar ............................. 9
Class .......................................................... 9
Class A Certificate ............................................ 9
Class A-P Collection Shortfall ................................. 9
Class A-P Principal Distribution Amount ........................ 9
Class B Certificate ........................................................ 9
Class B Percentage ........................................................ 9
Class B-1 Percentage ...................................................... 10
Class B-1 Prepayment Distribution Trigger ........................10
Class B-2 Percentage ...................................................... 10
Class B-2 Prepayment Distribution Trigger ....................................10
Class B-3 Percentage ...................................................... 10
Class B-3 Prepayment Distribution Trigger ....................................10
Class M Certificate ....................................................... 10
--
<PAGE>
Page
Class M Percentage ........................................................11
Class M-1 Percentage ......................................................11
Class M-2 Percentage ......................................................11
Class M-2 Prepayment Distribution Trigger .................................11
Class M-3 Percentage ......................................................11
Class M-3 Prepayment Distribution Trigger .................................11
Class R Certificate .......................................................11
Class R-I Certificate ....................................................11
Class R-II Certificate ...................................................12
Closing Date 12 Code ......................................................12
Compensating Interest ..........................................12
Cooperative ...............................................................12
Cooperative Apartment ....................................................12
Cooperative Lease ..............................................12
Cooperative Loans .........................................................12
Cooperative Stock .........................................................13
Cooperative Stock Certificate .............................................13
Corporate Trust Office ....................................................13
Corresponding Mortgage Loan ...............................................13
Credit Support Depletion Date .............................................13
Cumulative Insurance Payments .............................................13
Curtailment ...............................................................13
Custodial Account .........................................................13
Custodial Agreement .......................................................13
Custodian .................................................................13
Cut-off Date .............................................................13
Cut-off Date Principal Balance ..........................................13
Debt Service Reduction ....................................................14
Deceased Owner ............................................................14
Defaulted Mortgage Loss ..................................................14
Deficient Valuation .......................................................14
Definitive Certificate ...................................................14
Deleted Mortgage Loan ...................................................14
Delinquent ................................................................14
Depository ................................................................14
Depository Participant ...................................................15
Destroyed Mortgage Note ...................................................15
Determination Date ........................................................15
Discount Fraction .........................................................15
Discount Mortgage Loan ....................................................15
Disqualified Organization .................................................15
Distribution Date ........................................................16
Due Date ..................................................................16
Due Period ...............................................................16
Eligible Account .........................................................16
Eligible Funds ...........................................................16
ERISA .....................................................................17
Event of Default ..........................................................17
Excess Bankruptcy Loss ...................................................17
Excess Fraud Loss .........................................................17
Excess Special Hazard Loss ................................................17
Excess Subordinate Principal Amount .....................................17
Extraordinary Events .....................................................17
Extraordinary Losses .....................................................18
FDIC ......................................................................18
FMIC .................................................................18
Final Distribution Date ..................................................18
Financial Security ........................................................18
Financial Security Default ..............................................18
Fitch IBCA ................................................................18
FNMA ......................................................................18
Foreclosure Profits ......................................................18
Fraud Loss Amount .........................................................19
Fraud Losses .............................................................19
FSA Insurance Payment ...................................................19
FSA Policy ................................................................19
FSA Policy Payments Account ............................................19
FSA Reserve Account .....................................................19
Guaranteed Distribution .................................................20
Independent ...............................................................20
Indirect Depository Participant ..........................................20
Individual Insured Certificate ............................................20
Initial Certificate Principal Balance ....................................20
nitial Monthly Payment Fund ............................................20
Initial Notional Amount ..................................................20
Insurance Premium ........................................................20
Insurance Proceeds .......................................................20
Insured Certificateholder .................................................20
Insured Certificates ......................................................20
Insured Reserve Fund ......................................................21
Insured Reserve Withdrawal ..............................................21
Insurer 21 Interest Accrual Period .......................................21
Late Collections .........................................................21
Liquidation Proceeds .....................................................21
Living Owner ..............................................................21
Loan-to-Value Ratio .......................................................21
Lockout Prepayment Percentage ............................................21
Maturity Date ............................................................21
Modified Mortgage Loan ..................................................21
Modified Net Mortgage Rate .............................................22
Monthly Payment ..........................................................22
Moody's 22 Mortgage .......................................................22
ortgage File ..............................................................22
Mortgage Loan Schedule ....................................................22
Mortgage Loans ............................................................23
Mortgage Note 23 Mortgage Rate ............................................23
Mortgaged Property ........................................................23
Mortgagor .................................................................23
Net Mortgage Rate .........................................................23
Non-Discount Mortgage Loan ................................................23
Non-Primary Residence Loans .............................................23
Non-United StatesPerson ..................................................24
Nonrecoverable Advance ....................................................24
Nonsubserviced Mortgage Loan .............................................24
Notional Amount ..........................................................24
Officers' Certificate ....................................................24
Opinion of Counsel ........................................................24
Original Senior Percentage ...............................................24
Outstanding Mortgage Loan .................................................24
Ownership Interest ........................................................25
Pass-Through Rate .........................................................25
Paying Agent ..............................................................25
Percentage Interest ......................................................25
Permitted Investments ....................................................26
Permitted Transferee .....................................................27
Person ....................................................................27
Pool Stated Principal Balance .............................................27
Pool Strip Rate ...........................................................27
Premium Mortgage Loan .....................................................27
Prepayment Assumption ....................................................27
Prepayment Distribution Percentage ......................................28
Prepayment Distribution Trigger ..........................................29
Prepayment Interest Shortfall .............................................29
Prepayment Period .......................................................29
Primary Insurance Policy ..............................................29
Principal Prepayment ......................................................29
Principal Prepayment in Full ............................................29
Program Guide ............................................................29
Purchase Price ................................................30
Qualified Substitute Mortgage Loan ......................................30
Random Lot ................................................................30
Rating Agency ............................................................31
Realized Loss ............................................................31
Record Date ...............................................................31
REMIC .....................................................................31
REMIC Administrator .......................................................31
REMIC I 32 REMIC I Certificates .........................................32
REMIC II ..................................................................32
REMIC II Certificates ....................................................32
REMIC Provisions .........................................................32
REO Acquisition ...........................................................33
REO Disposition ...........................................................33
REO Imputed Interest .....................................................33
REO Proceeds ..............................................................33
REO Property ..............................................................33
Request for Release .......................................................33
Required Insurance Policy ...............................................33
Residential Funding ......................................................33
Responsible Officer ......................................................33
Rounding Account .........................................................33
Rounding Amount ...........................................................34
chedule of Discount Fractions ............................................34
Security Agreement .......................................................34
Seller ...................................................................34
Seller's Agreement .......................................................34
Senior Accelerated Distribution Percentage ..............................34
Senior Certificates ......................................................35
Senior Interest Distribution Amount .....................................35
Senior Percentage .........................................................35
Senior Principal Distribution Amount .....................................35
Servicing Accounts .......................................................36
Servicing Advances .......................................................36
Servicing Fee ............................................................36
Servicing Modification ....................................................36
Servicing Officer .........................................................36
Special Hazard Amount .....................................................36
Special Hazard Loss .....................................................37
Standard & Poor's ........................................................37
Stated Principal Balance .................................................37
Subclass ..................................................................37
Subclass Notional Amount ................................................38
Subordinate Percentage ....................................................38
Subordinate Principal Distribution Amount ...........................38
Subserviced Mortgage Loan ................................................38
Subservicer ...............................................................38
Subservicer Advance ......................................................38
Subservicing Account .....................................................39
Subservicing Agreement ...................................................39
Subservicing Fee ..........................................................39
Tax Returns ...............................................................39
Transfer ..................................................................39
Transferee ................................................................39
Transferor ................................................................39
Trust Fund ................................................................39
Uncertificated Accrued Interest ...........................................39
Uncertificated Notional Amount ............................................40
Uncertificated Pass-Through Rate ........................................40
Uncertificated Principal Balance .........................................40
Uncertificated REMIC I Regular Interest Distribution Amounts ...........41
Uncertificated REMIC I Regular Interest P ....................41
Uncertificated REMIC I Regular Interest Q .....................41
Uncertificated REMIC I Regular Interest R ................................41
Uncertificated REMIC I Regular Interest Y .................................41
Uncertificated REMIC I Regular Interest P Distribution Amount .............41
Uncertificated REMIC I Regular Interest Q Distribution Amount .............41
Uncertificated REMIC I Regular Interest R Distribution Amount .............42
Uncertificated REMIC I Regular Interest Y Distribution Amount .............42
Uncertificated REMIC I Regular Interest Z Pool Strip Rates ..........42
Uncertificated REMIC I Regular Interests .................................42
Uncertificated REMIC I Regular Interests Z ..............................42
Uncertificated REMIC I Regular Interests Z Distribution Amounts ..........42
Uncertificated REMIC II Regular Interests .................................42
Uniform Single Attestation Program for Mortgage Bankers ...................42
Uninsured Cause ...........................................................42
United States Person ......................................................42
Voting Rights ............................................................43
ARTICLE IICONVEYANCE OF MORTGAGE LOANS;ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans 44
Section 2.02. Acceptance by Trustee 49
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer and the Company 50
Section 2.04. Representations and Warranties of Sellers 54
Section 2.05. Execution and Authentication of Certificates
Evidencing Interests in REMIC I Certificates 56
Section 2.06. Conveyance of Uncertificated REMIC I Regular
Interests and Uncertificated REMIC II Regular
Interests; Acceptance by the Trustee 57
Section 2.07. Issuance of Certificates Evidencing Interest in
REMIC II 57
ARTICLE IIIADMINISTRATION AND SERVICINGOF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer 58
Section 3.02. Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement of Subservicers' and
Sellers' Obligations 59
Section 3.03. Successor Subservicers 60
Section 3.04. Liability of the Master Servicer 60
Section 3.05. No Contractual Relationship Between Subservicer and
Trustee or Certificateholders. 61
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee .................................61
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account .........................61
Section 3.08. Subservicing Accounts; Servicing Accounts .............64
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans ..........................65
Section 3.10. Permitted Withdrawals from the Custodial Account 66
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder ................................68
Section 3.12. Maintenance of Fire Insurance and Omissions and
Fidelity Coverage .....................................69
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments ..........70
Section 3.14. Realization Upon Defaulted Mortgage Loans .............72
Section 3.15. Trustee to Cooperate; Release of Mortgage Files .......75
Section 3.16. Servicing and Other Compensation; Compensating
Interest ..............................................76
Section 3.17. Reports to the Trustee and the Company ................77
Section 3.18. Annual Statement as to Compliance .....................77
Section 3.19. Annual Independent Public Accountants' Servicing
Report ................................................78
Section 3.20. Rights of the Company in Respect of the Master
Servicer ..............................................78
Section 3.21. Administration of Buydown Funds .......................79
ARTICLE IVPAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account ...................................80
Section 4.02. Distributions .........................................80
Section 4.03. Statements to Certificateholders ......................91
Section 4.04. Distribution of Reports to the Trustee and the
Company; Advances by the Master Servicer ..............94
Section 4.05. Allocation of Realized Losses .........................96
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property ....................................97
Section 4.07. Optional Purchase of Defaulted Mortgage Loans .........98
Section 4.08. Distributions on the Uncertificated REMIC I ...........98
Section 4.09. Compliance with Withholding Requirements ..............100
Section 4.10. Insured Reserve Fund ..................................100
Section 4.11. Rounding Account ......................................101
Section 4.12. Principal Distributions on the Insured Certificates ...101
ARTICLE VTHE CERTIFICATES
Section 5.01. The Certificates ......................................106
Section 5.02. Registration of Transfer and Exchange of
Certificates ..........................................108
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates .....114
Section 5.04. Persons Deemed Owners .................................114
Section 5.05. Appointment of Paying Agent ...........................114
Section 5.06. Optional Purchase of Certificates .....................115
ARTICLE VITHE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the
Master Servicer .......................................117
Section 6.02. Merger or Consolidation of the Company or the
Master Servicer; Assignment of Rights and
Delegation of Duties by Master Servicer ...............117
Section 6.03. Limitation on Liability of the Company, the Master
Servicer and Others ...................................118
Section 6.04. Company and Master Servicer Not to Resign .............119
ARTICLE VIIDEFAULT
Section 7.01. Events of Default .....................................120
Section 7.02. Trustee or Company to Act; Appointment of Successor ...122
Section 7.03. Notification to Certificateholders ....................123
Section 7.04. Waiver of Events of Default ...........................123
ARTICLE VIIICONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee ....................124
Section 8.02. Certain Matters Affecting the Trustee ..........126
Section 8.03. Trustee Not Liable for Certificates or Mortgage
Loans .................................................127
Section 8.04. Trustee May Own Certificates ..........................127
Section 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification .......................................128
Section 8.06. Eligibility Requirements for Trustee ..................129
Section 8.07. Resignation and Removal of the Trustee ................129
Section 8.08. Successor Trustee .....................................130
Section 8.09. Merger or Consolidation of Trustee ....................131
Section 8.10. Appointment of Co-Trustee or Separate Trustee .........131
Section 8.11. Appointment of Custodians .............................132
Section 8.12. Appointment of Office or Agency .......................132
ARTICLE IXTERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or
the Company or Liquidation of All Mortgage Loans ......133
Section 9.02. Termination of REMIC II ...............................135
Section 9.03. Additional Termination Requirements ...................135
ARTICLE XREMIC PROVISIONS
Section 10.01. REMIC Administration ..................137
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification ...............................................141
ARTICLE XICERTAIN MATTERSREGARDING FINANCIAL SECURITY
Section 11.01. Rights of Financial Security to Exercise Rights
of Insured Certificateholders .........................142
Section 11.02. Claims Upon the FSA Policy; FSA Policy Payments
Account ...............................................142
Section 11.03. Effect of Payments by Financial Security;
Subrogations ..........................................143
Section 11.04. Notices and Information to Financial Security .....144
Section 11.05. Trustee to Hold FSA Policy ........................144
Section 11.06. FSA Reserve Account ...............................144
Section 11.07. Payment of Insurance Premium ......................145
ARTICLE XIIMISCELLANEOUS PROVISIONS
Section 12.01. Amendment ........................146
Section 12.02. Recordation of Agreement; Counterparts .........148
Section 12.03. Limitation on Rights of Certificateholders .....149
Section 12.04. Governing Law .....................................150
Section 12.05. Notices ...........................................150
Section 12.06. Notices to Rating Agency ..........................151
Section 12.07. Severability of Provisions ........................151
Section 12.08. Supplemental Provisions for Resecuritization ......152
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J-1: Form of Investor Representation Letter
Exhibit J-2: Form of ERISA Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section 12.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
Exhibit R: FSA Policy
<PAGE>
This is a Pooling and Servicing Agreement, dated as of December 1,
1998, among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the depositor
(together with its permitted successors and assigns, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with its permitted successors
and assigns, the "Master Servicer"), and THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee (together with its permitted successors and assigns, the "Trustee"),
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the REMIC
Administrator will make an election to treat the entire segregated pool of
assets described in the definition of REMIC I (as defined herein), and subject
to this Agreement (including the Mortgage Loans but excluding the Initial
Monthly Payment Fund), as a real estate mortgage investment conduit (a "REMIC")
for federal income tax purposes and such segregated pool of assets will be
designated as the "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 REMIC Administrator will make a separate
REMIC election with respect thereto. The Class A-1 Certificates, Class A-2
Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5
Certificates, Class A-6 Certificates, Class A-7 Certificates, Class A-P
Certificates, Class M-1 Certificates, Class M-2 Certificates, Class M-3
Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates and the Uncertificated REMIC II Regular Interests will be "regular
interests" in REMIC II and the Class R-II Certificates will be the sole class of
"residual interests" therein for purposes of the REMIC Provisions (as defined
herein) under federal income tax law. The Class A-V Certificates will represent
the entire beneficial ownership interest in the Uncertificated REMIC II Regular
Interests.
<PAGE>
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates issued on the Closing Date
comprising the interests in the Trust Fund created hereunder.
DesignationPass-ThrouAggregate Features Maturity Initial Initial
Rate Initial Date Rating Rating
Certificate (S&P) (Fitch)
Principal
Balance
Class A-1 6.500% $ Senior/Accretion December AAA AAA
218,961,000.00 Directed 25, 2028
Class A-2 6.500% $ Senior/Accretion December AAA AAA
24,003,500.00 Directed 25, 2028
Class A-3 6.300% $ Senior/Insured December AAA AAA
25, 2028
44,406,000.00
Class A-4 6.500% $ Senior/Accretion December AAA AAA
157,198,000.00 Directed 25, 2028
Class A-5 6.500% $ Senior/Accrual December AAA AAA
5,574,400.00 25, 2028
Class A-6 6.500% $ Senior/Prepayment December AAA AAA
50,015,900.00 Lockout 25, 2028
Class A-7 6.500%(1) $ Senior/Interest December AAAr AAA
0 Only 25, 2028
Class A-P 0.000% $ Senior/Principal December AAAr AAA
848,159.32 Only 25, 2028
Class A-V Variable $ Senior/Interest December AAAr AAA
Rate 0.00 Only/Variable 25, 2028
Strip
Class R-I 6.500% $ Senior/Residual December AAA AAA
100.00 25, 2028
Class R-II 6.500% $ Senior/Residual December AAA AAA
100.00 25, 2028
Class M-1 6.500% $ Mezzanine December NA AA
9,906,200.00 25, 2028
Class M-2 6.500% $ Mezzanine December NA A
25, 2028
4,431,400.00
Class M-3 6.500% $ Mezzanine December NA BBB
25, 2028
2,085,400.00
Class B-1 6.500% $ Subordinate December NA BB
1,564,000.00 25, 2028
Class B-2 6.500% $ Subordinate December NA B
1,042,700.00 25, 2028
Class B-3 6.500% $ Subordinate December NA NA
1,303,362.05 25, 2028
(1) As of any Distribution Date, the Class A-7 Certificates will accrue interest
at a Pass-Through Rate equal to 6.500% on a Notional Amount equal to 6/325
multiplied by the Certificate Principal Balance of the Class A-3 Certificates,
which is the equivalent of a Pass-Through Rate of 0.120% on a Notional Amount
equal to the Certificate Principal Balance of the Class A-3 Certificates, in
each case immediately prior to such date.
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $521,340,221.37. The Mortgage Loans are fixed rate mortgage loans having
terms to maturity at origination or modification of not more than 30 years.
<PAGE>
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions .
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accretion Termination Date : With respect to the Class A-5 Certificates,
the earlier to occur of (i) the Distribution Date on which the Certificate
Principal Balances of the Class A-1 Certificates, Class A-2 Certificates, Class
A-4 Certificates and Class A-5 Certificates have been reduced to zero and (ii)
the Credit Support Depletion Date.
Accrual Certificates : The Class A-5 Certificates.
Accrued Certificate Interest : With respect to each Distribution Date, as
to any Class A Certificate (other than the Class A-7 Certificates, Class A-P
Certificates and Class A-V 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-7 Certificates and Class
A-V Certificates (other than any Subclass of the Class A-V Certificates),
interest accrued during the related Interest Accrual Period at the related
Pass-Through Rate on the related Notional Amount thereof, or, as to any Subclass
of the Class A-V Certificates issued pursuant to Section 5.01(c), interest
accrued during the related Interest Accrual Period at the related Pass-Through
Rate on the related Subclass Notional Amount. Accrued Certificate Interest will
be calculated on the basis of a 360-day year consisting of twelve 30-day months.
In each case Accrued Certificate Interest on any Class of Certificates will be
reduced by the amount of (i) Prepayment Interest Shortfalls (to the extent not
offset by (x) the Master Servicer with a payment of Compensating Interest as
provided in Section 4.01 or (y) an Insured Reserve Withdrawal, (ii) the interest
portion (adjusted to the Net Mortgage Rate) of Realized Losses (including Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses and
Extraordinary Losses) not allocated solely to one or more specific Classes of
Certificates pursuant to Section 4.05, (iii) the interest portion of Advances
previously made with respect to a Mortgage Loan or REO Property which remained
unreimbursed following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property that were made with respect to delinquencies that were
ultimately determined to be Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses and (iv) any other interest
shortfalls not covered by the subordination provided by the Class M Certificates
and Class B Certificates, including interest that is not collectible from the
Mortgagor pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations as in effect from time to time,
with all such reductions allocated among all of the Certificates in proportion
to their respective amounts of Accrued Certificate Interest payable on such
Distribution Date which would have resulted absent such reductions. With respect
to the Accrual Certificates on each Distribution Date that occurs prior to the
Accretion Termination Date, interest shortfalls allocable to such Certificates
on such Distribution Date will be so allocated by reducing the amount that is
added to the Certificate Principal Balance thereof, in respect of Accrued
Certificate Interest pursuant to Section 4.02(e). Any portion of the reductions
described in the second preceding sentence that are allocated to the Class A-V
Certificates shall be allocated among the Subclasses thereof, if any, in
proportion to their respective amounts of Accrued Certificate Interest payable
on such Distribution Date which would have resulted absent such reductions. In
addition to that portion of the reductions described in the third preceding
sentence that are allocated to any Class of Class B Certificates or any Class of
Class M Certificates, Accrued Certificate Interest on such Class of Class B
Certificates or such Class of Class M Certificates will be reduced by the
interest portion (adjusted to the Net Mortgage Rate) of Realized Losses that are
allocated solely to such Class of Class B Certificates or such Class of Class M
Certificates pursuant to Section 4.05.
Accrual Distribution Amount : As defined in Section 4.02(a)(ii)(Y)(D).
Adjusted Mortgage Rate : With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance : As to any Mortgage Loan, any advance made by the Master
Servicer, pursuant to Section 4.04.
Affiliate : With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Amount Held for Future Distribution : As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03 or 2.04 and Mortgage Loan substitutions made pursuant to
Section 2.03 or 2.04 received or made in the month of such Distribution Date
(other than such Liquidation Proceeds, Insurance Proceeds and purchases of
Mortgage Loans that the Master Servicer has deemed to have been received in the
preceding month in accordance with Section 3.07(b)) and (ii) payments which
represent early receipt of scheduled payments of principal and interest due on a
date or dates subsequent to the related Due Date.
Appraised Value : As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
Assignment : An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of the
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement : The Assignment and Assumption Agreement, dated as
of December 30, 1998, between Residential Funding and the Company relating to
the transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease : With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount : As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount relating to the Mortgage Loans on deposit
in the Custodial Account as of the close of business on the immediately
preceding Determination Date and amounts deposited in the Custodial Account in
connection with the substitution of Qualified Substitute Mortgage Loans, (ii)
the amount of any Advance made on the immediately preceding Certificate Account
Deposit Date, (iii) any amount deposited in the Custodial Account pursuant to
Section 3.12(a) and (iv) any amount deposited in the Certificate Account
pursuant to Section 4.07, reduced by (b) the sum as of the close of business on
the immediately preceding Determination Date of (w) the Insurance Premium, (x)
aggregate Foreclosure Profits, (y) the Amount Held for Future Distribution, and
(z) 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)
$160,924 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05. As
of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of (1) the lesser of (a) the
Bankruptcy Amount calculated as of the close of business on the Business Day
immediately preceding the most recent anniversary of the Cut-off Date coinciding
with or preceding such date of determination (or, if such date of determination
is an anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal balance
of all the Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary having a Loan-to-Value Ratio at origination which exceeds 75%
and (ii) $100,000; and (B) the greater of (i) the product of (x) an amount
equal to the largest difference in the related Monthly Payment for any
Non-Primary Residence Loan remaining in the Mortgage Pool which had an
original Loan-to-Value Ratio of 80% or greater that would result if the
Net Mortgage Rate thereof was equal to the weighted average (based on the
principal balance of the Mortgage Loans as of the Relevant Anniversary) of
the Net Mortgage Rates of all Mortgage Loans as of the Relevant
Anniversary less 1.25% per annum, (y) a number equal to the weighted
average remaining term to maturity, in months, of all Non-Primary
Residence Loans remaining in the Mortgage Pool as of the Relevant
Anniversary, and (z) one plus the quotient of the number of all
Non-Primary Residence Loans remaining in the Mortgage Pool divided by the
total number of Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency (without
giving effect to the FSA Policy in the case of the Class A-3 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 (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code : The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss : With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate : Any Certificate registered in the name of the
Depository or its nominee.
Business Day : Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Buydown Funds : Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not part of the Trust Fund prior to
deposit into the Custodial or Certificate Account.
Buydown Mortgage Loan : Any Mortgage Loan as to which a specified amount
of interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation : As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate : Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
Certificate Account : The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "The First National
Bank of Chicago, as trustee, in trust for the registered holders of Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1998-S30" 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, and, in respect of the Insured
Certificates, Financial Security to the extent of Cumulative Insurance Payments,
except that neither a Disqualified Organization nor a Non-United States Person
shall be a holder of a Class R-I Certificate or Class R-II Certificate for
purposes hereof and, solely for the purpose of giving any consent or direction
pursuant to this Agreement, any Certificate, other than a Class R-I Certificate
or Class R-II Certificate registered in the name of the Company, the Master
Servicer or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner : With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance : With respect to each Class A Certificate
(other than the Class A-7 and the Class A-V Certificates) and each Class R
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Certificate as specified on the face
thereof, plus (ii) in the case of the Class A-5 Certificates, an amount equal to
the aggregate Accrued Certificate Interest added to the Certificate Principal
Balance of the Class A-5 Certificates on each Distribution Date on or prior to
the Accretion Termination Date pursuant to Section 4.02(e), minus (iii) the sum
of (a) with respect to each such Certificate, the aggregate of all amounts
previously distributed with respect to such Certificate (or any predecessor
Certificate) and applied to reduce the Certificate Principal Balance thereof
pursuant to Section 4.02(a) and (b) the aggregate of all reductions in
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, however, that
solely for the purposes of determining Financial Security's rights as subrogee,
the Certificate Principal Balance of any Insured Certificate shall be deemed to
not be reduced by any principal amounts paid to the Holder thereof from FSA
Insurance Payments, unless such amounts have been reimbursed to Financial
Security pursuant to Section 4.02(a)(xvi) or Section 4.02(f). With respect to
each Class M Certificate, on any date of determination, an amount equal to (i)
the Initial Certificate Principal Balance of such Class M Certificate as
specified on the face thereof, minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the Certificate Principal Balance
thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05; provided, that if the
Certificate Principal Balances of the Class B Certificates have been reduced to
zero, the Certificate Principal Balance of each Class M Certificate of those
Class M Certificates outstanding with the highest numerical designation at any
given time shall thereafter be calculated to equal the Percentage Interest
evidenced by such Certificate times the excess, if any, of (A) the then
aggregate Stated Principal Balance of the Mortgage Loans over (B) the then
aggregate Certificate Principal Balance of all other Classes of Certificates
then outstanding. With respect to each Class B Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Class B Certificate as specified on the face thereof, minus (ii) the sum
of (x) the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of each Class B Certificate of
those Class B Certificates outstanding with the highest numerical designation at
any given time shall be calculated to equal the Percentage Interest evidenced by
such Certificate times the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of all other Classes of Certificates then outstanding. The
Class A-7 Certificates and Class A-V Certificates (or any Subclass thereof) will
have no Certificate Principal Balance.
Certificate Register and Certificate Registrar : The register
maintained and the registrar appointed pursuant to Section 5.02.
Class : Collectively, all of the Certificates bearing the same
designation. The initial Class A-V 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-P or Class A-V 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-V Certificates) evidencing an interest designated as a
"regular interest" in REMIC II for purposes of the REMIC Provisions. The Class
A-V 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-V 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-V Certificates.
Class A-P 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-P Principal Distribution Amount : As defined in Section
4.02(b)(i).
Class B Certificate : Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class B Percentage : The Class B-1 Percentage, Class B-2 Percentage
and Class B-3 Percentage.
Class B-1 Percentage : With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-1 Prepayment Distribution Trigger : With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to 0.75%.
Class B-2 Percentage : With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-2 Prepayment Distribution Trigger : With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.45%.
Class B-3 Percentage : With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger : With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-3 Certificates immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is greater than or
equal to 0.25%.
Class M Certificate : Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in REMIC II for
purposes of the REMIC Provisions.
Class M Percentage : The Class M-1 Percentage, Class M-2 Percentage
and Class M-3 Percentage.
Class M-1 Percentage : With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Percentage : With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Prepayment Distribution Trigger : With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 2.00%.
Class M-3 Percentage : With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-3 Prepayment Distribution Trigger : With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 1.15%.
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 : December 30, 1998.
Code : The Internal Revenue Code of 1986.
Compensating Interest : With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative : A private, cooperative housing corporation organized under
the laws of, and headquartered in, the State of New York which owns or leases
land and all or part of a building or buildings located in the State of New
York, including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment : A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease : With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans : Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock : With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate : With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office : The principal office of the Trustee at which
at any particular time its corporate trust business with respect to this
Agreement shall be administered, which office at the date of the execution of
this instrument is located at One First National Plaza, Suite 0126, Chicago,
Illinois 60670-0126, Attention: Residential Funding Corporation Series
1998-S30.
Corresponding Mortgage Loan : The Premium Mortgage Loan corresponding
to each Uncertificated REMIC Regular Interest.
Credit Support Depletion Date : The first Distribution Date on which
the Senior Percentage equals 100%.
Cumulative Insurance Payments : As of any time of determination, the
aggregate of all FSA Insurance Payments previously made by Financial Security
under the FSA Policy minus the aggregate of all payments previously made to
Financial Security pursuant to Sections 4.02(a)(xvi) and 4.02(f) hereof as
reimbursement for FSA Insurance Payments.
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 : December 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.
Debt Service Reduction : With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deceased Owner : A Certificate Owner of an Insured Certificate who was
living at the time such interest was acquired and whose authorized personal
representative, surviving tenant by the entirety, surviving joint tenant or
surviving tenant in common or other person empowered to act on behalf of a
deceased Certificate Owner causes to be furnished to the Depository evidence of
death satisfactory to the Depository Participant and any tax waivers requested
by the Depository Participant.
Defaulted Mortgage Loss : With respect to any Mortgage Loan, any loss that
is attributable to the Mortgagor's failure to make any payment of principal or
interest as required under the Mortgage Note, except that such loss shall not
include any Special Hazard Loss, Fraud Loss, Bankruptcy Loss, Extraordinary Loss
or other loss resulting from damage to the related Mortgaged Property.
Deficient Valuation : With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate : Any definitive, fully registered Certificate.
Deleted Mortgage Loan : A Mortgage Loan replaced or to be replaced
with a Qualified Substitute Mortgage Loan.
Delinquent : As used herein, a Mortgage Loan is considered to be: "30 to
59 days" or "30 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the next following monthly scheduled due date; "60 to 89
days" or "60 or more days" delinquent when a payment due on any scheduled due
date remains unpaid as of the close of business on the last business day
immediately prior to the second following monthly scheduled due date; and so on.
The determination as to whether a Mortgage Loan falls into these categories is
made as of the close of business on the last business day of each month. For
example, a Mortgage Loan with a payment due on July 1 that remained unpaid as of
the close of business on July 31 would then be considered to be 30 to 59 days
delinquent. Delinquency information as of the Cut-off Date is determined and
prepared as of the close of business on the last business day immediately prior
to the Cut-off Date.
Depository : The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(5) of the Uniform Commercial Code of the State of New York and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant : A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note : A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date : With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction : With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.50% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 6.50%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto.
Discount Mortgage Loan : Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than 6.50% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization : Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code and (v)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause 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 rating assigned
to any Class of Certificates by such Rating Agency (without giving effect to the
FSA Policy in the case of the Class A-3 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).
Eligible Funds : On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Class A and Class R
Certificates, (ii) the Senior Principal Distribution Amount (determined without
regard to Section 4.02(a)(ii)(Y)(E) hereof), (iii) the Class A-P Principal
Distribution Amount (determined without regard to Section 4.02(b)(i)(E) hereof)
and (iv) the aggregate amount of Accrued Certificate Interest on the Class M,
Class B-1 and Class B-2 Certificates.
ERISA : The Employment Retirement Income Security Act of 1974, as
amended.
Event of Default : As defined in Section 7.01.
Excess Bankruptcy Loss : Any Bankruptcy Loss, or portion thereof,
which exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss : Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss : Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount : With respect to any Distribution
Date on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date, as reduced by any such amount that is included in Section
4.02(b)(i)(E) hereof.
Extraordinary Events : Any of the following conditions with respect to a
Mortgaged Property or Mortgage Loan causing or resulting in a loss which causes
the liquidation of such Mortgage Loan:
(a) losses that are of the type that would be covered by the
fidelity bond and the errors and omissions insurance policy required to be
maintained pursuant to Section 3.12(b) but are in excess of the coverage
maintained thereunder;
(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combating or defending against an actual, impending
or expected attack:
1. by any government or sovereign power, de jure or de
facto, or by any authority maintaining or using military, naval
or air forces; or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority
or forces;
(d) any weapon of war employing atomic fission or radioactive force
whether in time of peace or war; or
(e) insurrection, rebellion, revolution, civil war, usurped power or
action taken by governmental authority in hindering, combating or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any government
or public authority; or risks of contraband or illegal transportation or
trade.
Extraordinary Losses : Any loss incurred on a Mortgage Loan caused by
or resulting from an Extraordinary Event.
FDIC : Federal Deposit Insurance Corporation or any successor thereto.
FHLMC : Federal Home Loan Mortgage Corporation, a corporate
instrumentality of the United States created and existing under Title III of the
Emergency Home Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date : The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01 which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.03.
Financial Security : Financial Security Assurance Inc., a stock insurance
company organized and created under the laws of the State of New York, and any
successors thereto.
Financial Security Default : The existence and continuance of a failure by
Financial Security to make a payment required under the FSA Policy in accordance
with its terms.
Fitch IBCA : Fitch IBCA, Inc. or its successor in interest.
FNMA : Federal National Mortgage Association, a federally chartered and
privately owned corporation organized and existing under the Federal National
Mortgage Association Charter Act, or any successor thereto.
Foreclosure Profits : As to any Distribution Date or related Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount : As of any date of determination after the Cut-off
Date, an amount equal to: (Y) prior to the third anniversary of the Cut-off
Date, an amount equal to 1.00% of the aggregate outstanding principal balance of
all of the Mortgage Loans as of the Cut-off Date minus the aggregate amount of
Fraud Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Z) from the third to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the Fraud Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05
since the most recent anniversary of the Cut-off Date up to such date of
determination. On and after the fifth anniversary of the Cut-off Date, the Fraud
Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency (without
giving effect to the FSA Policy in the case of the Class A-3 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 (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.
FSA Insurance Payment : Any payment made by Financial Security with
respect to the Insured Certificates under the FSA Policy.
FSA Policy : The Financial Guaranty Insurance Policy (No. 50766-N)
issued by Financial Security for the benefit of the Holders of the Insured
Certificates, including any endorsements thereto, attached hereto as Exhibit
R.
FSA Policy Payments Account : The account established pursuant to
Section 11.02(b) hereof.
FSA Reserve Account : The account established pursuant to Section 11.06
hereof.
Guaranteed Distribution : With respect to the Insured Certificates and
any Distribution Date, as defined in the FSA Policy.
Independent : When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Indirect Depository Participant : An institution that is not a Depository
Participant but clears through or maintains a custodial relationship with
Participants and has access to the Depository's clearing system.
Individual Insured Certificate : An Insured Certificate that evidences
$1,000 Initial Certificate Principal Balance.
Initial Certificate Principal Balance : With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Monthly Payment Fund : As defined in Section 2.01(f).
Initial Notional Amount : With respect to the Class A-V Certificates, the
Cut-off Date Principal Balance of the Corresponding Mortgage Loans represented
by the Class A-V Certificates. With respect to the Class A-7 Certificates,
$819,803.08.
Insurance Premium : With respect to the FSA Policy and any Distribution
Date, an amount equal to one-twelfth (1/12) of 0.08% of the Certificate
Principal Balance of the Insured Certificates.
Insurance Proceeds : Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Subservicer, the Master Servicer or the
Trustee and are not applied to the restoration of the related Mortgaged Property
or released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Insured Certificateholder : A Holder of an Insured Certificate.
Insured Certificates : Any one of the Class A-3 Certificates.
Insured Reserve Fund : The account established and maintained by the
Trustee in accordance with Section 4.10 hereof.
Insured Reserve Withdrawal : As defined in Section 4.10.
Insurer : Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period : With respect to any Certificate, and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Late Collections : With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds : Amounts (other than Insurance Proceeds) received by
the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Living Owner : A Certificate Owner of an Insured Certificate other
than a Deceased Owner.
Loan-to-Value Ratio : As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Lockout Prepayment Percentage : For any Distribution Date occurring prior
to the Distribution Date in January 2004, 0%. For any Distribution Date
occurring after the first five years following the Closing Date: for any
Distribution Date during the sixth year after the Closing Date, 30%; for any
Distribution Date during the seventh year after the Closing Date, 40%; for any
Distribution Date during the eighth year after the Closing Date; 60% for any
Distribution Date during the ninth year after the Closing Date, 80%, and for any
Distribution Date thereafter, 100%.
Maturity Date : Solely for purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury regulations, the latest possible maturity date of each "regular
interest" in the Trust Fund would be reduced to zero, which is December 25,
2028.
Modified Mortgage Loan : Any Mortgage Loan that has been the subject
of a Servicing Modification.
Modified Net Mortgage Rate : As to any Mortgage Loan that is the subject
of a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment : With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's : Moody's Investors Service, Inc., or its successor in interest.
Mortgage : With respect to each Mortgage Note related to a Mortgage Loan
that is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage File : The mortgage documents listed in Section 2.01 pertaining
to a particular Mortgage Loan and any additional documents required to be added
to the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule : The list of the Mortgage Loans attached hereto as
Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property including state
and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Subservicer pass-through rate ("CURR NET");
(vi) the Net Mortgage Rate ("NET MTG RT");
(vii) the Pool Strip Rate ("SPREAD");
(viii) the initial scheduled monthly payment of principal, if any,
and interest ("ORIGINAL P & I"); (ix) the Cut-off Date Principal
Balance ("PRINCIPAL BAL");
(x) the Loan-to-Value Ratio at origination ("LTV");
(xi) the rate at which the Subservicing Fee accrues ("SUBSERV FEE")
and at which the Servicing Fee accrues ("MSTR SERV FEE");
(xii) a code "T," "BT" or "CT" under the column "LN FEATURE,"
indicating that the Mortgage Loan is secured by a second or vacation
residence; and
(xiii) a code "N" under the column "OCCP CODE," indicating that the
Mortgage Loan is secured by a non-owner occupied residence.
Such schedule may consist of multiple reports that collectively set forth all of
the information required.
Mortgage Loans : Such of the mortgage loans transferred and assigned to
the Trustee pursuant to Section 2.01 as from time to time are held or deemed to
be held as a part of the Trust Fund, the Mortgage Loans originally so held being
identified in the initial Mortgage Loan Schedule, and Qualified Substitute
Mortgage Loans held or deemed held as part of the Trust Fund including, without
limitation, (i) with respect to each Cooperative Loan, the related Mortgage
Note, Security Agreement, Assignment of Proprietary Lease, Cooperative Stock
Certificate, Cooperative Lease and Mortgage File and all rights appertaining
thereto, and (ii) with respect to each Mortgage Loan other than a Cooperative
Loan, each related Mortgage Note, Mortgage and Mortgage File and all rights
appertaining thereto.
Mortgage Note : The originally executed note or other evidence of
indebtedness evidencing the indebtedness of a Mortgagor under a Mortgage Loan,
together with any modification thereto.
Mortgage Rate : As to any Mortgage Loan, the interest rate borne by the
related Mortgage Note, or any modification thereto other than a Servicing
Modification.
Mortgaged Property : The underlying real property securing a Mortgage
Loan.
Mortgagor : The obligor on a Mortgage Note.
Net Mortgage Rate : As to each Mortgage Loan, a per annum rate of interest
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan : A Mortgage Loan that is not a Discount
Mortgage Loan.
Non-Primary Residence Loans : The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
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, the Trustee and Financial Security
promptly following such determination.
Nonsubserviced Mortgage Loan : Any Mortgage Loan that, at the time of
reference thereto, is not subject to a Subservicing Agreement.
Notional Amount : As of any Distribution Date, with respect to the Class
A-7 Certificates, an amount equal to 6/325 multiplied by the Certificate
Principal Balance of the Class A-3 Certificates immediately prior to such date.
As of any Distribution Date, with respect to the Class A-V Certificates, the
aggregate Stated Principal Balance of the Corresponding Mortgage Loans
represented by such Class A-V Certificate immediately prior to such date.
Officers' Certificate : A certificate signed by the Chairman of the Board,
the President or a Vice President or Assistant Vice President, or a Director or
Managing Director, and by the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel : A written opinion of counsel acceptable to the
Trustee and the Master Servicer, who may be counsel for the Company or the
Master Servicer, provided that any opinion of counsel (i) referred to in the
definition of "Permitted Transferee" or (ii) relating to the qualification of
REMIC I or REMIC II as a REMIC or compliance with the REMIC Provisions must,
unless otherwise specified, be an opinion of Independent counsel.
Original Senior Percentage : The fraction, expressed as a percentage, the
numerator of which is the aggregate Initial Certificate Principal Balance of the
Senior Certificates (other than the Class A-P Certificates) and the denominator
of which is the aggregate Stated Principal Balance of the Mortgage Loans (other
than the Discount Fraction of the Discount Mortgage Loans), which is
approximately 96.09% as of the Closing Date.
Outstanding Mortgage Loan : As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03 or 2.04.
Ownership Interest : As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Pass-Through Rate : With respect to the Class A-1, Class A-2, Class A-4,
Class A-5, Class A-6, Class M, Class B and Class R Certificates and any
Distribution Date, 6.500% per annum. With respect to the Class A-3 Certificates
and any Distribution Date, 6.300% per annum. With respect to the Class A-7
Certificates and any Distribution Date, 0.120% per annum. With respect to the
Class A-V Certificates and any Distribution Date, a rate equal to the weighted
average, expressed as a percentage, of the Pool Strip Rates of all Corresponding
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-V Certificates and the initial Distribution Date,
the Pass-Through Rate is equal to 0.4142% per annum. With respect to any
Subclass of the Class A-V Certificates and any Distribution Date, a rate equal
to the weighted average, expressed as a percentage, of the Pool Strip Rates of
all Corresponding Mortgage Loans represented by such Subclass as of the Due Date
in the month next preceding the month in which such Distribution Date occurs,
weighted on the basis of the respective Stated Principal Balances of such
Mortgage Loans, which Stated Principal Balances shall be the Stated Principal
Balances of such Mortgage Loans at the close of business on the immediately
preceding Distribution Date after giving effect to distributions thereon
allocable to principal to the Holder of such Certificate (or with respect to the
initial Distribution Date, at the close of business on the Cut-off Date). The
Class A-P 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 (in the case of the Class A-7 Certificates and Class A-V Certificates)
divided by the aggregate Initial Certificate Principal Balance or Initial
Notional Amount, as applicable, of all of the Certificates of the same Class.
With respect to a Class R Certificate, the interest in distributions to be made
with respect to such Class evidenced thereby, expressed as a percentage, as
stated on the face of each such Certificate.
Permitted Investments : One or more of the following:
(i) obligations of or guaranteed as to principal and interest by the
United States or any agency or instrumentality thereof when such
obligations are backed by the full faith and credit of the United States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition thereof,
provided that the unsecured obligations of the party agreeing to
repurchase such obligations are at the time rated by each Rating Agency in
its highest short-term rating available;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers'
acceptances, shall in no event have an original maturity of more than 365
days or a remaining maturity of more than 30 days) denominated in United
States dollars of any U.S. depository institution or trust company
incorporated under the laws of the United States or any state thereof or
of any domestic branch of a foreign depository institution or trust
company; provided that the debt obligations of such depository institution
or trust company (or, if the only Rating Agency is Standard & Poor's, in
the case of the principal depository institution in a depository
institution holding company, debt obligations of the depository
institution holding company) at the date of acquisition thereof have been
rated by each Rating Agency in its highest short-term rating available;
and provided further that, if the only Rating Agency is Standard & Poor's
and if the depository or trust company is a principal subsidiary of a bank
holding company and the debt obligations of such subsidiary are not
separately rated, the applicable rating shall be that of the bank holding
company; and, provided further that, if the original maturity of such
short-term obligations of a domestic branch of a foreign depository
institution or trust company shall exceed 30 days, the short-term rating
of such institution shall be A-1+ in the case of Standard & Poor's if
Standard & Poor's is the Rating Agency;
(iv) commercial paper (having original maturities of not more than
365 days) of any corporation incorporated under the laws of the United
States or any state thereof which on the date of acquisition has been
rated by each Rating Agency in its highest short-term rating available;
provided that such commercial paper shall have a remaining maturity of not
more than 30 days;
(v) a money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not reduce the
rating assigned to any Class of Certificates by such Rating Agency below
the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency, as evidenced in
writing;
provided, however, that no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's and Fitch and Aaa
in the case of Moody's, and references herein to the highest rating available on
unsecured commercial paper and short-term debt obligations shall mean A-1 in the
case of Standard & Poor's, P-1 in the case of Moody's and either A-1 by Standard
& Poor's, P-1 by Moody's or F-1 by Fitch IBCA in the case of Fitch IBCA.
Permitted Transferee : Any Transferee of a Class R Certificate, other than
a Disqualified Organization, an "electing large partnership" under Section
775(a) of the Code or a Non-United States Person.
Person : Any individual, corporation, partnership, joint venture,
association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.
Pool Stated Principal Balance : As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate : With respect to each Premium Mortgage Loan, a per annum
rate equal to the excess, if any, of (a) the Net Mortgage Rate of such Mortgage
Loan on the Cut-off Date over (b) 6.50% per annum.
Premium Mortgage Loan : As to any date of determination, each Mortgage
Loan with a Net Mortgage Rate greater than 6.50% per annum.
Prepayment Assumption : A prepayment assumption of 275% of the standard
prepayment speed assumption, used for determining the accrual of original issue
discount, market discount and premium on the Certificates for federal income tax
purposes. The standard prepayment speed assumption assumes a constant rate of
prepayment of mortgage loans of 0.20% per annum of the then outstanding
principal balance of such mortgage loans in the first month of the life of the
mortgage loans, increasing by an additional 0.20% per annum in each succeeding
month until the thirtieth month, and a constant 6% per annum rate of prepayment
thereafter for the life of the mortgage loans.
Prepayment Distribution Percentage : With respect to any Distribution Date
and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
(i) For any Distribution Date prior to the Distribution
Date in January 2004 (unless the Certificate Principal
Balances of the Class A Certificates, other than the Class A-P
Certificates, have been reduced to zero), 0%;
(ii) For any Distribution Date not discussed in clause
(i) above on which any Class of Class M or Class B
Certificates are outstanding:
(a) in the case of the Class of Class M Certificates then
outstanding with the lowest numerical designation, or in the event
the Class M Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest numerical
designation and each other Class of Class M Certificates and Class B
Certificates for which the related Prepayment Distribution Trigger
has been satisfied, a fraction, expressed as a percentage, the
numerator of which is the Certificate Principal Balance of such
Class immediately prior to such date and the denominator of which is
the sum of the Certificate Principal Balances immediately prior to
such date of (1) the Class of Class M Certificates then outstanding
with the lowest numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical designation
and (2) all other Classes of Class M Certificates and Class B
Certificates for which the respective Prepayment Distribution
Triggers have been satisfied; and
(b) in the case of each other Class of Class M Certificates
and Class B Certificates for which the Prepayment Distribution
Triggers have not been satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the definition of
"Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of Class M
Certificates and Class B Certificates in an amount greater than the
remaining Certificate Principal Balance thereof (any such class, a
"Maturing Class"), then: (a) the Prepayment Distribution Percentage of
each Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal Balance of
such Class to zero; (b) the Prepayment Distribution Percentage of each
other Class of Class M Certificates and Class B Certificates (any such
Class, a "Non-Maturing Class") shall be recalculated in accordance with
the provisions in paragraph (ii) above, as if the Certificate Principal
Balance of each Maturing Class had been reduced to zero (such percentage
as recalculated, the "Recalculated Percentage"); (c) the total amount of
the reductions in the Prepayment Distribution Percentages of the Maturing
Class or Classes pursuant to clause (a) of this sentence, expressed as an
aggregate percentage, shall be allocated among the Non-Maturing Classes in
proportion to their respective Recalculated Percentages (the portion of
such aggregate reduction so allocated to any Non-Maturing Class, the
"Adjustment Percentage"); and (d) for purposes of such Distribution Date,
the Prepayment Distribution Percentage of each Non-Maturing Class shall be
equal to the sum of (1) the Prepayment Distribution Percentage thereof,
calculated in accordance with the provisions in paragraph (ii) above as if
the Certificate Principal Balance of each Maturing Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger : The Class M-2 Prepayment
Distribution Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1
Prepayment Distribution Trigger, Class B-2 Prepayment Distribution Trigger or
Class B-3 Prepayment Distribution Trigger.
Prepayment Interest Shortfall : As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate on the amount of such Curtailment.
Prepayment Period : As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy : Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment : Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full : Any Principal Prepayment made by a
Mortgagor of the entire principal balance of a Mortgage Loan.
Program Guide : Collectively, the Seller Guide and the Servicer Guide for
Residential Funding's mortgage loan purchase and conduit servicing program and
all supplements and amendments thereto published by Residential Funding from
time to time.
Purchase Price : With respect to any Mortgage Loan (or REO Property)
required to be or otherwise purchased on any date pursuant to Section 2.02,
2.03, 2.04 or 4.07, an amount equal to the sum of (i) 100% of the Stated
Principal Balance thereof plus the principal portion of any related unreimbursed
Advances and (ii) unpaid accrued interest at the Adjusted Mortgage Rate (or
Modified Net Mortgage Rate plus the rate per annum at which the Servicing Fee is
calculated in the case of a Modified Mortgage Loan) (or at the Net Mortgage Rate
(or Modified Net Mortgage Rate in the case of a Modified Mortgage Loan) in the
case of a purchase made by the Master Servicer) on the Stated Principal Balance
thereof to the first day of the month following the month of purchase from the
Due Date to which interest was last paid by the Mortgagor.
Qualified Substitute Mortgage Loan : A Mortgage Loan substituted by
Residential Funding or the Company for a Deleted Mortgage Loan which must, on
the date of such substitution, as confirmed in an Officers' Certificate
delivered to the Trustee, (i) have an outstanding principal balance, after
deduction of the principal portion of the monthly payment due in the month of
substitution (or in the case of a substitution of more than one Mortgage Loan
for a Deleted Mortgage Loan, an aggregate outstanding principal balance, after
such deduction), not in excess of the Stated Principal Balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by Residential
Funding in the Custodial Account in the month of substitution); (ii) have a
Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1% per
annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of the
Deleted Mortgage Loan as of the date of substitution; (iii) have a Loan-to-Value
Ratio at the time of substitution no higher than that of the Deleted Mortgage
Loan at the time of substitution; (iv) have a remaining term to stated maturity
not greater than (and not more than one year less than) that of the Deleted
Mortgage Loan; (v) comply with each representation and warranty set forth in
Sections 2.03 and 2.04 hereof and Section 4 of the Assignment Agreement; and
(vi) have a Pool Strip Rate equal to or greater than that of the Deleted
Mortgage Loan. Notwithstanding any other provisions herein, (x) with respect to
any Qualified Substitute Mortgage Loan substituted for a Deleted Mortgage Loan
which was a Discount Mortgage Loan, such Qualified Substitute Mortgage Loan
shall be deemed to be a Discount Mortgage Loan and to have a Discount Fraction
equal to the Discount Fraction of the Deleted Mortgage Loan and (y) in the event
that the "Pool Strip Rate" of any Qualified Substitute Mortgage Loan as
calculated pursuant to the definition of "Pool Strip Rate" is greater than the
Pool Strip Rate of the related Deleted Mortgage Loan (i) the Pool Strip Rate of
such Qualified Substitute Mortgage Loan shall be equal to the Pool Strip Rate of
the related Deleted Mortgage Loan for purposes of calculating the Pass-Through
Rate for the Class A-V Certificates and (ii) the excess of the Pool Strip Rate
on such Qualified Substitute Mortgage Loan as calculated pursuant to the
definition of "Pool Strip Rate" over the Pool Strip Rate on the related Deleted
Mortgage Loan shall be payable to the Class R Certificates pursuant to Section
4.02 hereof.
Random Lot : With respect to any Distribution Date, the method by which
the Depository will determine which Insured Certificates will be paid, using its
established random lot procedures or, if the Insured Certificates are no longer
represented by a Book-Entry Certificate, using the Trustee's procedures.
Rating Agency : Fitch and Standard & Poor's with respect to the Class A
and Class R Certificates and Fitch IBCA with respect to the Class M, Class B-1
and Class B-2 Certificates. If either agency or a successor is no longer in
existence, "Rating Agency" shall be such statistical credit rating agency, or
other comparable Person, designated by the Company, notice of which designation
shall be given to the Trustee and the Master Servicer.
Realized Loss : With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to the
Certificateholders up to the last day of the month in which the Cash Liquidation
(or REO Disposition) occurred on the Stated Principal Balance of such Mortgage
Loan (or REO Property) outstanding during each Due Period that such interest was
not paid or advanced, minus (iii) the proceeds, if any, received during the
month in which such Cash Liquidation (or REO Disposition) occurred, to the
extent applied as recoveries of interest at the Net Mortgage Rate and to
principal of the Mortgage Loan, net of the portion thereof reimbursable to the
Master Servicer or any Subservicer with respect to related Advances or expenses
as to which the Master Servicer or Subservicer is entitled to reimbursement
thereunder but which have not been previously reimbursed. With respect to each
Mortgage Loan which is the subject of a Servicing Modification: (i) to the
extent constituting a reduction of the principal balance of such Mortgage Loan,
the amount of such reduction; and (ii) to the extent constituting a reduction of
the interest rate borne by the Mortgage Note, and with respect to each
respective Monthly Payment (determined by taking into account such Servicing
Modification) the interest portion of which was reduced by such Servicing
Modification, including any Monthly Payment that was or would have been due in
the month immediately following the month in which a Principal Prepayment or the
Purchase Price of such Mortgage Loan is received or is deemed to have been
received, the amount of such reduction of the interest portion thereof. With
respect to each Mortgage Loan which has become the subject of a Deficient
Valuation, the difference between the principal balance of the Mortgage Loan
outstanding immediately prior to such Deficient Valuation and the principal
balance of the Mortgage Loan as reduced by the Deficient Valuation. With respect
to each Mortgage Loan which has become the object of a Debt Service Reduction,
the amount of such Debt Service Reduction.
Record Date : With respect to each Distribution Date, the close of
business on the last Business Day of the month next preceding the month in which
the related Distribution Date occurs.
REMIC : A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator : Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC I : The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage
Files,
(ii) all payments on and collections in respect of the
Mortgage Loans due after the Cut-off Date as shall be on
deposit in the Custodial Account or in the Certificate Account
and identified as belonging to the Trust Fund,
(iii) property which secured a Mortgage Loan and which
has been acquired for the benefit of the Certificateholders by
foreclosure or deed in lieu of foreclosure,
(iv) the hazard insurance policies and Primary Insurance
Policies, if any, and certain proceeds thereof,
(v) the Rounding Account, and
(vi) all proceeds of clauses (i) through (v) above.
Notwithstanding the foregoing, REMIC I specifically excludes the Initial
Monthly Payment Fund, the Insured Reserve Fund, the FSA Policy and the FSA
Policy Payments Account.
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-P, Class A-V, Class M-1, Class M-2, Class M-3, Class
B-1, Class B-2, Class B-3 and R-II Certificates pursuant to Section 2.06, with
respect to which a separate REMIC election is to be made.
REMIC II Certificates : Any of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A-5, Class A-6, Class A-7, Class A-P, Class A-V, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates.
REMIC Provisions : Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition : The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition : As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest : As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds : Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property : A Mortgaged Property acquired by the Master Servicer
through foreclosure or deed in lieu of foreclosure in connection with a
defaulted Mortgage Loan.
Request for Release : A request for release, the forms of which are
attached as Exhibit H hereto.
Required Insurance Policy : With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Residential Funding : Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer : When used with respect to the Trustee, any officer
of the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Rounding Account : With respect of the Insured Certificates, the
account created and maintained pursuant to Section 4.11.
Rounding Amount : With respect to the Rounding Account, the amount of
funds, if any, needed to be withdrawn and used to round the amount of any
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates upward to the next higher integral multiple of $1,000.
Schedule of Discount Fractions : The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement : With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller : As to any Mortgage Loan, a Person, including any Subservicer,
that executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement : An agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans.
Senior Accelerated Distribution Percentage : With respect to any
Distribution Date, the percentage indicated below:
Distribution Date Senior Accelerated
Distribution Percentage
January 1999 through
December 2003 100%
January 2004 through
December 2004 Senior Percentage, plus 70% of the
Subordinate Percentage
January 2005 through
December 2005 Senior Percentage, plus 60% of the
Subordinate Percentage
January 2006 through
December 2006 Senior Percentage, plus 40% of the
Subordinate Percentage
January 2007 through
December 2007 Senior Percentage, plus 20% of the
Subordinate Percentage
January 2008 and
thereafter Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for any Distribution Date, if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date, 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. Notwithstanding the foregoing,
upon the reduction of the aggregate Certificate Principal Balance of the Class A
Certificates (other than the Certificate Principal Balance of the Class A-P
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 Interest Distribution Amount : As defined in Section 4.02(a)(i).
Senior Percentage : As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class A Certificates (other than the Class
A-P Certificates) and Class R Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans or related REO Properties (other than the
Discount Fraction of the Discount Mortgage Loans) immediately prior to such
Distribution Date.
Senior Principal Distribution Amount : As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and Section 4.02(a)(ii)(X) and (b) the sum of the amounts required to
be distributed to the Class A Certificateholders and Class R Certificateholders
on such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts : The account or accounts created and maintained
pursuant to Section 3.08.
Servicing Advances : All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee : With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification : Any reduction of the interest rate or the
outstanding principal balance of a Mortgage Loan that is in default or as to
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
$5,687,801 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 49.0% (which
percentage is equal to the percentage of Mortgage Loans initially secured by
Mortgaged Properties located in the State of California) and (ii) the aggregate
outstanding principal balance (as of the immediately preceding Distribution
Date) of the largest Mortgage Loan secured by a Mortgaged Property located in
the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss : Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property suffered by such
Mortgaged Property on account of direct physical loss, exclusive of (i) any loss
of a type covered by a hazard policy or a flood insurance policy required to be
maintained in respect of such Mortgaged Property pursuant to Section 3.12(a),
except to the extent of the portion of such loss not covered as a result of any
coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's : Standard & Poor's, a Division of The McGraw-Hill
Companies, Inc. or its successor in interest.
Stated Principal Balance : With respect to any Mortgage Loan or related
REO Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subclass : With respect to the Class A-V 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-V Certificates pursuant to Section 5.01(c).
Subclass Notional Amount : As of any Distribution Date, with respect to
any Subclass of the Class A-V Certificates issued pursuant to Section 5.01(c),
the aggregate Stated Principal Balance of the Corresponding Mortgage Loans
represented by such Subclass immediately prior to such date.
Subordinate Percentage : As of any Distribution Date, 100% minus the
Senior Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount : With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Senior Certificates; (iii) the product of (x) the related
Prepayment Distribution Percentage and (y) the aggregate of all Principal
Prepayments in Full and Curtailments received in the related Prepayment Period
(other than the related Discount Fraction of such Principal Prepayments in Full
and Curtailments with respect to a Discount Mortgage Loan) to the extent not
payable to the Senior Certificates; (iv) if such Class is the most senior Class
of Certificates then outstanding (as established in Section 4.05 hereof), any
Excess Subordinate Principal Amount for such Distribution Date; and (v) any
amounts described in clauses (i), (ii) and (iii) as determined for any previous
Distribution Date, that remain undistributed to the extent that such amounts are
not attributable to Realized Losses which have been allocated to a subordinate
Class of Class M or Class B Certificates minus (b) any Excess Subordinate
Principal Amount not payable to such Class on such Distribution Date pursuant to
the definition thereof; provided, however, that such amount shall in no event
exceed the outstanding Certificate Principal Balance of such Class of
Certificates immediately prior to such date.
Subserviced Mortgage Loan : Any Mortgage Loan that, at the time of
reference thereto, is subject to a Subservicing Agreement.
Subservicer : Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance : Any delinquent installment of principal and interest
on a Mortgage Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account : An account established by a Subservicer in
accordance with Section 3.08.
Subservicing Agreement : The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company.
Subservicing Fee : As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan.
Tax Returns : The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of REMIC I and REMIC II due to their classification as REMICs under
the REMIC Provisions, together with any and all other information, reports or
returns that may be required to be furnished to the Certificateholders or filed
with the Internal Revenue Service or any other governmental taxing authority
under any applicable provisions of federal, state or local tax laws.
Transfer : Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee : Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
Transferor : Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund : REMIC I and REMIC II.
Uncertificated Accrued Interest : With respect to each Distribution Date,
(i) as to Uncertificated REMIC I Regular Interest P, an amount equal to the
aggregate amount of Accrued Certificate Interest that would result under the
terms of the definition thereof on the Class A-1, Class A-2, Class A-4, Class
A-6, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class
R-II Certificates, if the Pass-Through Rate on such Classes were equal to the
Uncertificated Pass-Through Rate; (ii) as to Uncertificated REMIC I Regular
Interest Q, an amount equal to the aggregate amount of Accrued Certificate
Interest that would result under the terms of the definition thereof on the
Class A-3 Certificates, if the Pass-Through Rate on such Class was equal to the
Uncertificated Pass-Through Rate; (iii) as to Uncertificated REMIC I Regular
Interest R, 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-5 Certificates, if the Pass-Through Rate on such Class was equal to the
Uncertificated Pass-Through Rate; (iv) as to Uncertificated REMIC I Regular
Interest 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-P Certificates, if the Pass-Through Rate on such Class were equal to the
Uncertificated Pass-Through Rate; and (v) as to each Uncertificated REMIC I
Regular Interest Z, an amount equal to the aggregate amount of Accrued
Certificate Interest that would result under the terms of the definition thereof
on each such uncertificated interest, if the Pass-Through Rate on such
uncertificated interest were equal to the related Uncertificated Pass-Through
Rate and the notional amount of such uncertificated interest were equal to the
related Uncertificated Notional Amount, and any reduction in the amount of
Accrued Certificate Interest resulting from the allocation of Prepayment
Interest Shortfalls, Realized Losses or other amounts to the Class A-V
Certificateholders pursuant to Section 4.05 hereof shall be allocated to the
Uncertificated REMIC I Regular Interests Z pro rata in accordance with the
amount of interest accrued with respect to each related Uncertificated Notional
Amount and such Distribution Date.
Uncertificated Notional Amount : With respect to each Uncertificated REMIC
I Regular Interest Z, the aggregate Stated Principal Balance of the
Corresponding Mortgage Loan.
Uncertificated Pass-Through Rate : With respect to each of the
Uncertificated REMIC I Regular Interests P, Q and R, 6.50%. With respect to
Uncertificated REMIC I Regular Interest Y, 0%. With respect to each
Uncertificated REMIC I Regular Interest Z, the related Uncertificated REMIC I
Regular Interest Z Pool Strip Rate.
Uncertificated Principal Balance : With respect to each Uncertificated
REMIC I Regular Interest on any date of determination, $470,511,462.05 with
respect to Uncertificated REMIC I Regular Interest P, $44,406,000.00 with
respect to Uncertificated REMIC I Regular Interest Q, $5,574,400.00 with respect
to Uncertificated REMIC I Regular Interest R, $848,159.32 with respect to
Uncertificated REMIC I Regular Interest Y, and $0.00 with respect to each
Uncertificated REMIC I Regular Interest Z, minus, with respect to each
Uncertificated REMIC I Regular Interest, the sum of (x) the aggregate of all
amounts previously deemed distributed with respect to such interest and applied
to reduce the Uncertificated Principal Balance thereof pursuant to Section
4.08(a)(ii) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses that were
previously deemed allocated to the Uncertificated Principal Balance of such
Uncertificated REMIC I Regular Interest pursuant to Section 4.08(d) and plus,
with respect to the Uncertificated REMIC I Regular Interest R, the aggregate
Accrued Certificate Interest added to the Certificate Principal Balance of the
Class A-5 Certificates on each Distribution Date pursuant to Section 4.02(e).
Uncertificated REMIC I Regular Interest Distribution Amounts : The
Uncertificated REMIC I Regular Interest P Distribution Amount, Uncertificated
REMIC I Regular Interest Q Distribution Amount, Uncertificated REMIC I Regular
Interest R Distribution Amount, Uncertificated REMIC I Regular Interest Y
Distribution Amount and Uncertificated REMIC I Regular Interests Z
Distribution Amounts.
Uncertificated REMIC I Regular Interest P : An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
aggregate Certificate Principal Balance of the Class A-1, Class A-2, Class A-4,
Class A-6, 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 6.50% per annum.
Uncertificated REMIC I Regular Interest Q : An uncertificated partial
undivided beneficial ownership interest in REMIC I having a principal balance
equal to the Stated Principal Balance of the Mortgage Loans and REO Property
from time to time multiplied by a fraction, the numerator of which is the
Certificate Principal Balance of the Class A-3 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 6.50% per annum.
Uncertificated REMIC I Regular Interest R : 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
Certificate Principal Balance of the Class A-5 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 6.50% 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-P Certificates and the
denominator of which is the aggregate Certificate Principal Balance of all of
the Certificates, and which does not bear interest.
Uncertificated REMIC I Regular Interest P Distribution Amount : With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest P for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Q Distribution Amount : With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Q for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest R Distribution Amount : With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest R for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Y Distribution Amount : With
respect to any Distribution Date, the sum of the amounts deemed to be
distributed on the Uncertificated REMIC I Regular Interest Y for such
Distribution Date pursuant to Section 4.08(a).
Uncertificated REMIC I Regular Interest Z Pool Strip Rates : With respect
to each Uncertificated REMIC I Regular Interest Z, the Pool Strip Rate for the
Corresponding Mortgage Loan.
Uncertificated REMIC I Regular Interests : Uncertificated REMIC I Regular
Interest P, Uncertificated REMIC I Regular Interest Q, Uncertificated REMIC I
Regular Interest R, Uncertificated REMIC I Regular Interest Y and Uncertificated
REMIC I Regular Interests Z.
Uncertificated REMIC I Regular Interests Z : The 1,521 uncertificated
partial undivided beneficial ownership interests in REMIC I, each relating to a
Corresponding Mortgage Loan, each having no principal balance, and each bearing
interest at the respective Uncertificated Pass-Through Rate on the respective
Uncertificated Notional Amount.
Uncertificated REMIC I Regular Interests Z Distribution Amounts : With
respect to any Distribution Date, the amounts deemed to be distributed on the
Uncertificated REMIC I Regular Interests Z for such Distribution Date pursuant
to Section 4.08(a).
Uncertificated REMIC II Regular Interests : The uncertificated partial
undivided beneficial ownership interests in REMIC II, each of which has no
principal balance and which bears interest at a rate equal to the related
Uncertificated REMIC I Regular Interest Z Pool Strip Rate, based on the
Uncertificated Notional Amount of the related Uncertificated REMIC I Regular
Interest Z.
Uniform Single Attestation Program for Mortgage Bankers : The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause : Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person : A citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations),
or an estate whose income is subject to United States federal income tax
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust. To the extent prescribed in regulations by the Secretary
of the Treasury, which have not yet been issued, a trust which was in existence
on August 20, 1996 (other than a trust treated as owned by the grantor under
subpart E of part I of subchapter J of chapter 1 of the Code), and which was
treated as a United States person on August 20, 1996 may elect to continue to be
treated as a United States person notwithstanding the previous sentence.
Voting Rights : The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. 97% of all of the Voting
Rights shall be allocated among Holders of Certificates, other than the Class
A-7, Class A-V, Class R-I and Class R-II Certificates, in proportion to the
outstanding Certificate Principal Balances of their respective Certificates,
except that Financial Security shall be assigned the Voting Rights of the
Insured Certificateholders in the absence of any continuing Financial Security
Default; 1% of all Voting Rights shall be allocated to the Holders of the Class
A-7 Certificates; 1% of all Voting Rights shall be allocated to the Holders of
the Class A-V Certificates (and any Subclass thereof); and the Holders of the
Class R-I and Class R-II Certificates shall be entitled to 0.5% and 0.5% of all
of the Voting Rights, respectively, allocated among the Certificates of each
such Class in accordance with their respective Percentage Interests.
<PAGE>
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). In connection with such transfer and assignment,
the Company does hereby deliver to the Trustee the FSA Policy.
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording office
in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has been
recorded;
(iv) The original recorded assignment or assignments of the Mortgage
showing an unbroken chain of title from the originator thereof to the
Person assigning it to the Trustee or a copy of such assignment or
assignments of the Mortgage certified by the public recording office in
which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of
the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument)
executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan
as secured party, each with evidence of recording thereof, evidencing the
interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from
the originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in
the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an unbroken
chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company as
debtor and the Trustee as secured party, each in a form sufficient for
filing, evidencing the interest of such debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section 2.01(b)(II) (ii), (iv), (vii), (ix)
and (x) to the Trustee or the Custodian or Custodians, deliver such documents to
the Master Servicer, and the Master Servicer shall hold such documents in trust
for the use and benefit of all present and future Certificateholders until such
time as is set forth below. Within ten Business Days following the earlier of
(i) the receipt of the original of each of the documents or instruments set
forth in Section 2.01(b)(I)(iv) and (v) and Section 2.01(b)(II) (ii), (iv),
(vii), (ix) and (x) (or copies thereof as permitted by such Section) for any
Mortgage Loan and (ii) a written request by the Trustee to deliver those
documents with respect to any or all of the Mortgage Loans then being held by
the Master Servicer, the Master Servicer shall deliver a complete set of such
documents to the Trustee or the Custodian or Custodians that are the duly
appointed agent or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it has in its
possession an original or copy of each of the documents referred to in Section
2.01(b)(I)(iv) and (v) and Section 2.01(b)(II)(ii), (iv), (vii), (ix) and (x)
which has been delivered to it by the Company. Every six months after the
Closing Date, for so long as the Master Servicer is holding documents pursuant
to this Section 2.01(c), the Master Servicer shall deliver to (i) Moody's if it
is one of the Rating Agencies, (ii) the Trustee and (iii) each Custodian a
report setting forth the status of the documents which it is holding.
(d) In the event that in connection with any Mortgage Loan the Company
cannot deliver the Mortgage, any assignment, modification, assumption agreement
or preferred loan agreement (or copy thereof certified by the public recording
office) with evidence of recording thereon concurrently with the execution and
delivery of this Agreement solely because of a delay caused by the public
recording office where such Mortgage, assignment, modification, assumption
agreement or preferred loan agreement as the case may be, has been delivered for
recordation, the Company shall deliver or cause to be delivered to the Trustee
or the respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.
The Company shall promptly cause to be recorded in the appropriate public
office for real property records the Assignment referred to in clause (I)(iii)
of Section 2.01(b), except in states where, in the opinion of counsel acceptable
to the Trustee and the Master Servicer, such recording is not required to
protect the Trustee's interests in the Mortgage Loan against the claim of any
subsequent transferee or any successor to or creditor of the Company or the
originator of such Mortgage Loan and shall promptly cause to be filed the Form
UCC-3 assignment and UCC-1 financing statement referred to in clause (II)(vii)
and (x), respectively, of Section 2.01(b). If any Assignment, Form UCC-3 or Form
UCC-1, as applicable, is lost or returned unrecorded to the Company because of
any defect therein, the Company shall prepare a substitute Assignment, Form
UCC-3 or Form UCC-1, as applicable, or cure such defect, as the case may be, and
cause such Assignment to be recorded in accordance with this paragraph. The
Company shall promptly deliver or cause to be delivered to the Trustee or the
respective Custodian such Mortgage or assignment or Form UCC-3 or Form UCC-1, as
applicable, (or copy thereof certified by the public recording office) with
evidence of recording indicated thereon upon receipt thereof from the public
recording office or from the related Subservicer. In connection with its
servicing of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing statement and
assignment relating to Cooperative Loans as to which the related Cooperative
Apartment is located outside of the State of New York.
In the event that the Company delivers to the Trustee or Custodian any
Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall
cause the Custodian to, complete the endorsement of the Mortgage Note and the
Assignment of Mortgage in the name of the Trustee within 45 days after the
Closing Date, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and Sections
2.01(b)(II)(ii), (iv), (vii), (ix) and (x) and that may be delivered as a copy
rather than the original may be delivered in microfiche form.
(e) It is intended that the conveyances by the Company to the Trustee of
the Mortgage Loans and the Uncertificated REMIC I Regular Interests as provided
for in this Section 2.01 be construed as a sale by the Company to the Trustee of
the Mortgage Loans and the Uncertificated REMIC I Regular Interests for the
benefit of the Certificateholders. Further, it is not intended that such
conveyance be deemed to be a pledge of the Mortgage Loans and the Uncertificated
REMIC I Regular Interests by the Company to the Trustee to secure a debt or
other obligation of the Company. However, in the event that the Mortgage Loans
and the Uncertificated REMIC I Regular Interests are held to be property of the
Company or of Residential Funding, or if for any reason this Agreement is held
or deemed to create a security interest in the Mortgage Loans and the
Uncertificated REMIC I Regular Interests, then it is intended that (a) this
Agreement shall also be deemed to be a security agreement within the meaning of
Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction; (b) the conveyance
provided for in Section 2.01 shall be deemed to be (1) a grant by the Company to
the Trustee of a security interest in all of the Company's right (including the
power to convey title thereto), title and interest, whether now owned or
hereafter acquired, in and to (A) the Mortgage Loans, including (i) with respect
to each Cooperative Loan, the related Mortgage Note, Security Agreement,
Assignment of Proprietary Lease, Cooperative Stock Certificate, Cooperative
Lease, any insurance policies and all other documents in the related Mortgage
File and (ii) with respect to each Mortgage Loan other than a Cooperative Loan,
the related Mortgage Note, the Mortgage, any insurance policies and all other
documents in the related Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance with the terms thereof (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 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, letters of credit, advices of credit, 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 9-115, 9-305,
8-102, 8-301, 8-501 and 8-503 thereof); and (d) notifications to persons holding
such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from securities intermediaries, bailees or agents of,
or persons holding for, (as applicable) 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.
(f) The Master Servicer hereby acknowledges the receipt by it of cash in
an amount equal to $449,169 (the "Initial Monthly Payment Fund"), representing
scheduled principal amortization and interest at the Net Mortgage Rate for the
Due Date in January 1999, 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 January 1999. Notwithstanding anything herein to the
contrary, the Initial Monthly Payment Fund shall not be an asset of either 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.
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
Sections 2.01(b)(I)(i) through (iii) and Sections 2.01(b)(II)(i), (iii), (v),
(vi) and (viii) above (except that for purposes of such acknowledgment only, a
Mortgage Note may be endorsed in blank and an Assignment of Mortgage may be in
blank) and declares that it, or a Custodian as its agent, holds and will hold
such documents and the other documents constituting a part of the Mortgage Files
delivered to it, or a Custodian as its agent, in trust for the use and benefit
of all present and future Certificateholders. The Trustee or Custodian (such
Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of the Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents required to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly so notify the Master Servicer and
the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File held by it. The
Master Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from REMIC I at its Purchase
Price, in either case within 90 days from the date the Master Servicer was
notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer and the Company .
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state in
which any Mortgaged Property is located to the extent necessary to ensure
the enforceability of each Mortgage Loan in accordance with the terms of
this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a material default)
under, or result in the material breach of, any material contract,
agreement or other instrument to which the Master Servicer is a party or
which may be applicable to the Master Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any court or any order, regulation or demand of any Federal,
state, municipal or governmental agency, which default might have
consequences that would materially and adversely affect the condition
(financial or other) or operations of the Master Servicer or its
properties or might have consequences that would materially adversely
affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
(vi) The Master Servicer will comply in all material respects in the
performance of this Agreement with all reasonable rules and requirements
of each insurer under each Required Insurance Policy;
(vii) No information, certificate of an officer, statement furnished
in writing or report delivered to the Company, any Affiliate of the
Company or the Trustee by the Master Servicer will, to the knowledge of
the Master Servicer, contain any untrue statement of a material fact or
omit a material fact necessary to make the information, certificate,
statement or report not misleading; and
(viii) The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be familiar with
the terms thereof. The terms of each existing Subservicing Agreement and
each designated Subservicer are acceptable to the Master Servicer and any
new Subservicing Agreements will comply with the provisions of Section
3.02.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(a) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by either the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any representation or warranty set forth in this
Section 2.03(a) which materially and adversely affects the interests of the
Certificateholders in any Mortgage Loan, the party discovering such breach shall
give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). Within 90 days of its discovery or its
receipt of notice of such breach, the Master Servicer shall either (i) cure such
breach in all material respects or (ii) to the extent that such breach is with
respect to a Mortgage Loan or a related document, purchase such Mortgage Loan
from the Trust Fund at the Purchase Price and in the manner set forth in Section
2.02; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure must occur within 90 days from the date such breach was
discovered. The obligation of the Master Servicer to cure such breach or to so
purchase such Mortgage Loan shall constitute the sole remedy in respect of a
breach of a representation and warranty set forth in this Section 2.03(a)
available to the Certificateholders or the Trustee on behalf of the
Certificateholders.
(b) The Company hereby represents and warrants to the Trustee for the
benefit of the Certificateholders that as of the Closing Date (or, if otherwise
specified below, as of the date so specified):
(i) No Mortgage Loan is 30 days or more Delinquent in payment of
principal and interest as of the Cut-off Date and no Mortgage Loan has
been so Delinquent more than once in the 12-month period prior to the
Cut-off Date;
(ii) The information set forth in Exhibit F hereto with respect to
each Mortgage Loan or the Mortgage Loans, as the case may be, is true and
correct in all material respects at the date or dates respecting which
such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage
loans with level Monthly Payments due on the first day of each month and
terms to maturity at origination or modification of not more than 30
years;
(iv) To the best of the Company's knowledge, if a Mortgage Loan is
secured by a Mortgaged Property with a Loan-to-Value Ratio at origination
in excess of 80%, such Mortgage Loan is the subject of a Primary Insurance
Policy that insures (a) at least 25% of the principal balance of the
Mortgage Loan at origination if the Loan-to-Value Ratio is between 95.00%
and 85.01% and (b) at least 12% 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 0.5% 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; one of the Mortgage Loans, representing
approximately 0.13% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date, is a Cooperative Loan;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program or
by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage Loans to
the Trustee, the Company had good title to, and was the sole owner of,
each Mortgage Loan free and clear of any pledge, lien, encumbrance or
security interest (other than rights to servicing and related
compensation) and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) None of the Mortgage Loans were underwritten under a reduced
loan documentation program requiring no income verification and no asset
verification;
(x) Each Mortgagor represented in its loan application with respect
to the related Mortgage Loan that the Mortgaged Property would be
owner-occupied and therefore would not be an investor property as of the
date of origination of such Mortgage Loan. No Mortgagor is a corporation
or a partnership;
(xi) Approximately 0.02% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date were Buydown Mortgage
Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the closing
of each Mortgage Loan and is valid and binding and remains in full force
and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage Loan is
held by a person as a tenant-stockholder (as defined in Section 216 of the
Code) in a cooperative housing corporation (as defined in Section 216 of
the Code);
(xv) With respect to each Mortgage Loan originated under a
"streamlined" Mortgage Loan program (through which no new or updated
appraisals of Mortgaged Properties are obtained in connection with the
refinancing thereof), the related Seller has represented that either (a)
the value of the related Mortgaged Property as of the date the Mortgage
Loan was originated was not less than the appraised value of such property
at the time of origination of the refinanced Mortgage Loan or (b) the
Loan-to-Value Ratio of the Mortgage Loan as of the date of origination of
the Mortgage Loan generally meets the Company's underwriting guidelines;
(xvi) Interest on each Mortgage Loan is calculated on the basis of a
360-day year consisting of twelve 30-day months; and
(xvii) One of the Mortgage Loans contains in the related Mortgage
File a Destroyed Mortgage Note.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties set forth
in this Section 2.03(b) which materially and adversely affects the interests of
the Certificateholders in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that in the event of
a breach of the representation and warranty set forth in Section 2.03(b)(xii),
the party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of breach,
the Company shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Company shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. Any such substitution shall be effected by the Company
under the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and agreed that the
obligation of the Company to cure such breach or to so purchase or substitute
for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers
.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of the
Certificateholders all of its right, title and interest in respect of the
Assignment Agreement and each Seller's Agreement applicable to a Mortgage Loan.
Insofar as the Assignment Agreement or such Seller's Agreement relates to the
representations and warranties made by Residential Funding or the related Seller
in respect of such Mortgage Loan and any remedies provided thereunder for any
breach of such representations and warranties, such right, title and interest
may be enforced by the Master Servicer on behalf of the Trustee and the
Certificateholders. Upon the discovery by the Company, the Master Servicer, the
Trustee or any Custodian of a breach of any of the representations and
warranties made in a Seller's Agreement or the Assignment Agreement (which, for
purposes hereof, will be deemed to include any other cause giving rise to a
repurchase obligation under the Assignment Agreement) in respect of any Mortgage
Loan which materially and adversely affects the interests of the
Certificateholders in such Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement). The Master Servicer shall promptly
notify the related Seller or Residential Funding, as the case may be, of such
breach and request that such Seller or Residential Funding, as the case may be,
either (i) cure such breach in all material respects within 90 days from the
date the Master Servicer was notified of such breach or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that, in the case of a breach under the
Assignment Agreement, Residential Funding shall have the option to substitute a
Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan if such
substitution occurs within two years following the Closing Date; provided that
if the breach would cause the Mortgage Loan to be other than a "qualified
mortgage" as defined in Section 860G(a)(3) of the Code, any such cure or
substitution must occur within 90 days from the date the breach was discovered.
In the event that Residential Funding elects to substitute a Qualified
Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant to this
Section 2.04, Residential Funding shall deliver to the Trustee for the benefit
of the Certificateholders with respect to such Qualified Substitute Mortgage
Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment of the
Mortgage in recordable form, and such other documents and agreements as are
required by Section 2.01, with the Mortgage Note endorsed as required by Section
2.01. No substitution will be made in any calendar month after the Determination
Date for such month. Monthly Payments due with respect to Qualified Substitute
Mortgage Loans in the month of substitution shall not be part of the Trust Fund
and will be retained by the Master Servicer and remitted by the Master Servicer
to Residential Funding on the next succeeding Distribution Date. For the month
of substitution, distributions to the Certificateholders will include the
Monthly Payment due on a Deleted Mortgage Loan for such month and thereafter
Residential Funding shall be entitled to retain all amounts received in respect
of such Deleted Mortgage Loan. The Master Servicer shall amend or cause to be
amended the Mortgage Loan Schedule, and, if the Deleted Mortgage Loan was a
Discount Mortgage Loan, the Schedule of Discount Fractions, for the benefit of
the Certificateholders to reflect the removal of such Deleted Mortgage Loan and
the substitution of the Qualified Substitute Mortgage Loan or Loans and the
Master Servicer shall deliver the amended Mortgage Loan Schedule, and, if the
Deleted Mortgage Loan was a Discount Mortgage Loan, the amended Schedule of
Discount Fractions, to the Trustee. Upon such substitution, the Qualified
Substitute Mortgage Loan or Loans shall be subject to the terms of this
Agreement and the related Subservicing Agreement in all respects, the related
Seller shall be deemed to have made the representations and warranties with
respect to the Qualified Substitute Mortgage Loan contained in the related
Seller's Agreement as of the date of substitution, and the Company and the
Master Servicer shall be deemed to have made with respect to any Qualified
Substitute Mortgage Loan or Loans, as of the date of substitution, the
covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of the Certificateholders. If the Master Servicer is Residential
Funding, then the Trustee shall also have the right to give the notification and
require the purchase or substitution provided for in the second preceding
paragraph in the event of such a breach of a representation or warranty made by
Residential Funding in the Assignment Agreement. In connection with the purchase
of or substitution for any such Mortgage Loan by Residential Funding, the
Trustee shall assign to Residential Funding all of the right, title and interest
in respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates
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. 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 Regular
Interests and Uncertificated REMIC II Regular Interests;
Acceptance by the Trustee .
The Company, as of the Closing Date, and concurrently with the execution
and delivery hereof, does hereby assign without recourse all the right, title
and interest of the Company in and to the Uncertificated REMIC I Regular
Interests and Uncertificated REMIC II Regular Interests to the Trustee for the
benefit of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-7, Class A-P, Class A-V, Class M-1, Class M-2, Class M-3, Class B-1,
Class B-2, Class B-3 and Class R-II Certificateholders. The Trustee acknowledges
receipt of the Uncertificated REMIC I Regular Interests and the Uncertificated
REMIC II Regular Interests and declares that it holds and will hold the same in
trust for the exclusive use and benefit of all present and future Class A-1,
Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class A-P,
Class A-V, 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-P, Class A-V, 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-P, Class A-V, 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-P, Class A-V, 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-P, Class A-V, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates in
authorized denominations evidencing ownership of the entire REMIC II.
<PAGE>
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer .
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to an
Insurer, the acquisition of any property acquired by foreclosure or deed in lieu
of foreclosure, or the management, marketing and conveyance of any property
acquired by foreclosure or deed in lieu of foreclosure with respect to the
Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding the
foregoing, subject to Section 3.07(a), the Master Servicer shall not permit any
modification with respect to any Mortgage Loan that would both constitute a sale
or exchange of such Mortgage Loan within the meaning of Section 1001 of the Code
and any proposed, temporary or final regulations promulgated thereunder (other
than in connection with a proposed conveyance or assumption of such Mortgage
Loan that is treated as a Principal Prepayment in Full pursuant to Section
3.13(d) hereof) and cause either REMIC I or REMIC II to fail to qualify as a
REMIC under the Code. The Trustee shall furnish the Master Servicer with any
powers of attorney and other documents necessary or appropriate to enable the
Master Servicer to service and administer the Mortgage Loans. The Trustee shall
not be liable for any action taken by the Master Servicer or any Subservicer
pursuant to such powers of attorney. In servicing and administering any
Nonsubserviced Mortgage Loan, the Master Servicer shall, to the extent not
inconsistent with this Agreement, comply with the Program Guide as if it were
the originator of such Mortgage Loan and had retained the servicing rights and
obligations in respect thereof. In connection with servicing and administering
the Mortgage Loans, the Master Servicer and any Affiliate of the Master Servicer
(i) may perform services such as appraisals and brokerage services that are not
customarily provided by Persons other than servicers of mortgage loans, and
shall be entitled to reasonable compensation therefor in accordance with Section
3.10 and (ii) may, at its own discretion and on behalf of the Trustee, obtain
credit information in the form of a "credit score" from a credit repository.
(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in
connection with the offering of pass-through certificates evidencing interests
in one or more of the Certificates providing for the payment by the Master
Servicer of amounts received by the Master Servicer as servicing compensation
hereunder and required to cover certain Prepayment Interest Shortfalls on the
Mortgage Loans, which payment obligation will thereafter be an obligation of the
Master Servicer hereunder.
Section 3.02. Subservicing Agreements Between Master
Servicer and Subservicers; Enforcement of Subservicers' and
Sellers' Obligations .
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto 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, the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Subservicer under the
related Subservicing Agreement and of each Seller under the related Seller's
Agreement, to the extent that the non-performance of any such obligation would
have a material and adverse effect on a Mortgage Loan, including, without
limitation, the obligation to purchase a Mortgage Loan on account of defective
documentation, as described in Section 2.02, or on account of a breach of a
representation or warranty, as described in Section 2.04. Such enforcement,
including, without limitation, the legal prosecution of claims, termination of
Subservicing Agreements or Seller's Agreements, as appropriate, and the pursuit
of other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as the Master Servicer would employ in its good faith
business judgment and which are normal and usual in its general mortgage
servicing activities. The Master Servicer shall pay the costs of such
enforcement at its own expense, and shall be reimbursed therefor only (i) from a
general recovery resulting from such enforcement to the extent, if any, that
such recovery exceeds all amounts due in respect of the related Mortgage Loan or
(ii) from a specific recovery of costs, expenses or attorneys fees against the
party against whom such enforcement is directed.
Section 3.03. Successor Subservicers .
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer .
Notwithstanding any Subservicing Agreement, any of the provisions of this
Agreement relating to agreements or arrangements between the Master Servicer or
a Subservicer or reference to actions taken through a Subservicer or otherwise,
the Master Servicer shall remain obligated and liable to the Trustee and the
Certificateholders for the servicing and administering of the Mortgage Loans in
accordance with the provisions of Section 3.01 without diminution of such
obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
Section 3.05. No Contractual Relationship Between
Subservicer and Trustee or Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements
by Trustee .
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account .
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such Mortgage Loan without
modification thereof by reason of such arrangements unless otherwise agreed to
by the Holders of the Classes of Certificates affected thereby; provided,
however, that no such extension shall be made if any advance would be a
Nonrecoverable Advance. Consistent with the terms of this Agreement, the Master
Servicer may also waive, modify or vary any term of any Mortgage Loan or consent
to the postponement of strict compliance with any such term or in any manner
grant indulgence to any Mortgagor if in the Master Servicer's determination such
waiver, modification, postponement or indulgence is not materially adverse to
the interests of the Certificateholders (taking into account any estimated
Realized Loss that might be result absent such action); provided, however, that
the Master Servicer may not modify materially or permit any Subservicer to
modify any Mortgage Loan, including without limitation any modification that
would change the Mortgage Rate, forgive the payment of any principal or interest
(unless in connection with the liquidation of the related Mortgage Loan or
except in connection with prepayments to the extent that such reamortization is
not inconsistent with the terms of the Mortgage Loan), or extend the final
maturity date of such Mortgage Loan, unless such Mortgage Loan is in default or,
in the judgment of the Master Servicer, such default is reasonably foreseeable;
and provided, further, that no such modification shall reduce the interest rate
on a Mortgage Loan below the sum of the Pool Strip Rate and the sum of the rates
at which the Servicing Fee and the Subservicing Fee with respect to such
Mortgage Loan accrues. In connection with any Curtailment of a Mortgage Loan,
the Master Servicer, to the extent not inconsistent with the terms of the
Mortgage Note and local law and practice, may permit the Mortgage Loan to be
reamortized such that the Monthly Payment is recalculated as an amount that will
fully amortize the remaining Stated Principal Balance thereof by the original
maturity date based on the original Mortgage Rate; provided, that such
re-amortization shall not be permitted if it would constitute a reissuance of
the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account
in which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has occurred;
(ii) All payments on account of interest at the Adjusted Mortgage
Rate on the Mortgage Loans, including Buydown Funds, if any, and the
interest component of any Subservicer Advance or of any REO Proceeds
received in connection with an REO Property for which an REO Disposition
has occurred;
(iii) Insurance Proceeds and Liquidation Proceeds (net of any
related expenses of the Subservicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and all amounts required to be deposited
in connection with the substitution of a Qualified Substitute Mortgage
Loan pursuant to Section 2.03 or 2.04;
(v) Any amounts required to be deposited pursuant to Section 3.07(c)
or 3.21; and
(vi) All amounts transferred from the Certificate Account to the
Custodial Account in accordance with Section 4.02(a).
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, payments on the Mortgage Loans which are not part of the Trust
Fund (consisting of payments in respect of principal and interest on the
Mortgage Loans due on or before the Cut-off Date) and payments or collections in
the nature of prepayment charges or late payment charges or assumption fees may
but need not be deposited by the Master Servicer in the Custodial Account. In
the event any amount not required to be deposited in the Custodial Account is so
deposited, the Master Servicer may at any time withdraw such amount from the
Custodial Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may contain
other funds respecting payments on mortgage loans belonging to the Master
Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial Account
that have been identified by it as being attributable to the Mortgage Loans.
With respect to Insurance Proceeds, Liquidation Proceeds, REO Proceeds and
the proceeds of the purchase of any Mortgage Loan pursuant to Sections 2.02,
2.03, 2.04 and 4.07 received in any calendar month, the Master Servicer may
elect to treat such amounts as included in the Available Distribution Amount for
the Distribution Date in the month of receipt, but is not obligated to do so. If
the Master Servicer so elects, such amounts will be deemed to have been received
(and any related Realized Loss shall be deemed to have occurred) on the last day
of the month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted Investments
which shall mature not later than the Certificate Account Deposit Date next
following the date of such investment (with the exception of the Amount Held for
Future Distribution) and which shall not be sold or disposed of prior to their
maturities. All income and gain realized from any such investment shall be for
the benefit of the Master Servicer as additional servicing compensation and
shall be subject to its withdrawal or order from time to time. The amount of any
losses incurred in respect of any such investments attributable to the
investment of amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately as
realized.
(d) The Master Servicer shall give notice to the Trustee and the Company
of any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts
.
(a) In those cases where a Subservicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to establish and maintain
one or more Subservicing Accounts which shall be an Eligible Account or, if such
account is not an Eligible Account, shall generally satisfy the requirements of
the Program Guide and be otherwise acceptable to the Master Servicer and each
Rating Agency. The Subservicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Subservicer, less its Subservicing Fees and unreimbursed advances and
expenses, to the extent permitted by the Subservicing Agreement. If the
Subservicing Account is not an Eligible Account, the Master Servicer shall be
deemed to have received such monies upon receipt thereof by the Subservicer. The
Subservicer shall not be required to deposit in the Subservicing Account
payments or collections in the nature of prepayment charges or late charges or
assumption fees. On or before the date specified in the Program Guide, but in no
event later than the Determination Date, the Master Servicer shall cause the
Subservicer, pursuant to the Subservicing Agreement, to remit to the Master
Servicer for deposit in the Custodial Account all funds held in the Subservicing
Account with respect to each Mortgage Loan serviced by such Subservicer that are
required to be remitted to the Master Servicer. The Subservicer will also be
required, pursuant to the Subservicing Agreement, to advance on such scheduled
date of remittance amounts equal to any scheduled monthly installments of
principal and interest less its Subservicing Fees on any Mortgage Loans for
which payment was not received by the Subservicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Subservicer may also be required, pursuant to the Subservicing
Agreement, to remit to the Master Servicer for deposit in the Custodial Account
interest at the Adjusted Mortgage Rate (or Modified Net Mortgage Rate plus the
rate per annum at which the Servicing Fee accrues in the case of a Modified
Mortgage Loan) on any Curtailment received by such Subservicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Subservicer to reduce the unpaid principal balance of the related
Mortgage Loan as of the first day of such month, from the date of application of
such Curtailment to the first day of the following month. Any amounts paid by a
Subservicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information
Regarding the Mortgage Loans .
In the event that compliance with this Section 3.09 shall make any Class
of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account .
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts and
in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously
unreimbursed advances or expenses made pursuant to Sections 3.01, 3.07(a),
3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable pursuant to
the terms of this Agreement, such withdrawal right being limited to
amounts received on particular Mortgage Loans (including, for this
purpose, REO Proceeds, Insurance Proceeds, Liquidation Proceeds and
proceeds from the purchase of a Mortgage Loan pursuant to Section 2.02,
2.03, 2.04 or 4.07) which represent (A) Late Collections of Monthly
Payments for which any such advance was made in the case of Subservicer
Advances or Advances pursuant to Section 4.04 and (B) recoveries of
amounts in respect of which such advances were made in the case of
Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not previously
retained by such Subservicer) out of each payment received by the Master
Servicer on account of interest on a Mortgage Loan as contemplated by
Sections 3.14 and 3.16, an amount equal to that remaining portion of any
such payment as to interest (but not in excess of the Servicing Fee and
the Subservicing Fee, if not previously retained) which, when deducted,
will result in the remaining amount of such interest being interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount specified in the amortization schedule of the
related Mortgage Loan as the principal balance thereof at the beginning of
the period respecting which such interest was paid after giving effect to
any previous Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the Custodial
Account that it is entitled to withdraw pursuant to Section 3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as interest
in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential Funding,
the Company or any other appropriate Person, as the case may be, with
respect to each Mortgage Loan or property acquired in respect thereof that
has been purchased or otherwise transferred pursuant to Section 2.02,
2.03, 2.04, 4.07 or 9.01, all amounts received thereon and not required to
be distributed to the Certificateholders as of the date on which the
related Stated Principal Balance or Purchase Price is determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in default or, in the judgment of
the Master Servicer, default is reasonably foreseeable pursuant to Section
3.07(a), to the extent the amount of the Advance has been added to the
outstanding principal balance of the Mortgage Loan, or any Advance
reimbursable to the Master Servicer pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred by
and reimbursable to it or the Company pursuant to Sections 3.13, 3.14(c),
6.03, 10.01 or otherwise, or in connection with enforcing any repurchase,
substitution or indemnification obligation of any Seller (other than an
Affiliate of the Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to
Section 3.14 in good faith in connection with the restoration of property
damaged by an Uninsured Cause, and (b) in connection with the liquidation
of a Mortgage Loan or disposition of an REO Property to the extent not
otherwise reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial Account that
was not required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to the
Certificateholders (and not theretofore reimbursed to the Master Servicer or the
related Subservicer).
Section 3.11. Maintenance of the Primary Insurance
Policies; Collections Thereunder .
(a) The Master Servicer shall not take, or permit any Subservicer to take,
any action which would result in non-coverage under any applicable Primary
Insurance Policy of any loss which, but for the actions of the Master Servicer
or Subservicer, would have been covered thereunder. To the extent coverage is
available, the Master Servicer shall keep or cause to be kept in full force and
effect each such Primary Insurance Policy until the principal balance of the
related Mortgage Loan secured by a Mortgaged Property is reduced to 80% or less
of the Appraised Value in the case of such a Mortgage Loan having a
Loan-to-Value Ratio at origination in excess of 80%, provided that such Primary
Insurance Policy was in place as of the Cut-off Date and the Company had
knowledge of such Primary Insurance Policy. The Master Servicer shall be
entitled to cancel or permit the discontinuation of any Primary Insurance Policy
as to any Mortgage Loan, if the Stated Principal Balance of the Mortgage Loan is
reduced below an amount equal to 80% of the appraised value of the related
Mortgaged Property as determined in any appraisal thereof after the Closing
Date, or if the Loan-to-Value Ratio is reduced below 80% as a result of
principal payments on the Mortgage Loan after the Closing Date. In the event
that the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the subject
of a Primary Insurance Policy (and was not included in any exception to the
representation in Section 2.03(b)(iv)) and that such Mortgage Loan has a current
Loan-to-Value Ratio in excess of 80% then the Master Servicer shall use its
reasonable efforts to obtain and maintain a Primary Insurance Policy to the
extent that such a policy is obtainable at a reasonable price. The Master
Servicer shall not cancel or refuse to renew any such Primary Insurance Policy
applicable to a Nonsubserviced Mortgage Loan, or consent to any Subservicer
canceling or refusing to renew any such Primary Insurance Policy applicable to a
Mortgage Loan subserviced by it, that is in effect at the date of the initial
issuance of the Certificates and is required to be kept in force hereunder
unless the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is acceptable
to each Rating Agency for mortgage pass-through certificates having a rating
equal to or better than the lower of the then-current rating or the rating
assigned to the Certificates as of the Closing Date by such Rating Agency.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and the Certificateholders, claims to the Insurer under any
Primary Insurance Policies, in a timely manner in accordance with such policies,
and, in this regard, to take or cause to be taken such reasonable action as
shall be necessary to permit recovery under any Primary Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance
Proceeds collected by or remitted to the Master Servicer under any Primary
Insurance Policies shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10.
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 (a) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (b) cause either REMIC I or REMIC II to fail to qualify as a
REMIC under the Code or (subject to Section 10.01(f)), result in the imposition
of any tax on "prohibited transactions" or constitute "contributions" after the
start-up date under the REMIC Provisions. The Master Servicer shall execute and
deliver such documents only if it reasonably determines that (i) its execution
and delivery thereof will not conflict with or violate any terms of this
Agreement or cause the unpaid balance and interest on the Mortgage Loan to be
uncollectible in whole or in part, (ii) any required consents of insurers under
any Required Insurance Policies have been obtained and (iii) subsequent to the
closing of the transaction involving the assumption or transfer (A) the Mortgage
Loan will continue to be secured by a first mortgage lien pursuant to the terms
of the Mortgage, (B) such transaction will not adversely affect the coverage
under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize
over the remaining term thereof, (D) no material term of the Mortgage Loan
(including the interest rate on the Mortgage Loan) will be altered nor will the
term of the Mortgage Loan be changed and (E) if the seller/transferor of the
Mortgaged Property is to be released from liability on the Mortgage Loan, such
release will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
or other similar matters if it has determined, exercising its good faith
business judgment in the same manner as it would if it were the owner of the
related Mortgage Loan, that the security for, and the timely and full
collectability of, such Mortgage Loan would not be adversely affected thereby
and that neither REMIC I or REMIC II would fail to continue to qualify as a
REMIC under the Code as a result thereof and (subject to Section 10.01(f)) that
no tax on "prohibited transactions" or "contributions" after the Startup Day
would be imposed on such REMIC as a result thereof. Any fee collected by the
Master Servicer or the related Subservicer for processing such a request will be
retained by the Master Servicer or such Subservicer as additional servicing
compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan, provided
the obligee with respect to such Mortgage Loan following such proposed
assignment provides the Trustee and Master Servicer with a "Lender Certification
for Assignment of Mortgage Loan" in the form attached hereto as Exhibit O, in
form and substance satisfactory to the Trustee and Master Servicer, providing
the following: (i) that the Mortgage Loan is secured by Mortgaged Property
located in a jurisdiction in which an assignment in lieu of satisfaction is
required to preserve lien priority, minimize or avoid mortgage recording taxes
or otherwise comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is intended to
be, a refinancing of such Mortgage Loan and that the form of the transaction is
solely to comply with, or facilitate the transaction under, such local laws;
(iii) that the Mortgage Loan following the proposed assignment will have a rate
of interest at least 0.25 percent below or above the rate of interest on such
Mortgage Loan prior to such proposed assignment; and (iv) that such assignment
is at the request of the borrower under the related Mortgage Loan. Upon approval
of an assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid principal
balance of and accrued interest on such Mortgage Loan and the Master Servicer
shall treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans .
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10. Concurrently with the foregoing, the Master Servicer
may pursue any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in accordance
with Sections 2.03 and 2.04. However, the Master Servicer is not required to
continue to pursue both foreclosure (or similar remedies) with respect to the
Mortgage Loans and remedies in connection with a breach of a representation and
warranty if the Master Servicer determines in its reasonable discretion that one
such remedy is more likely to result in a greater recovery as to the Mortgage
Loan. Upon the occurrence of a Cash Liquidation or REO Disposition, following
the deposit in the Custodial Account of all Insurance Proceeds, Liquidation
Proceeds and other payments and recoveries referred to in the definition of
"Cash Liquidation" or "REO Disposition," as applicable, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Master Servicer
or its designee, as the case may be, the related Mortgage Loan, and thereafter
such Mortgage Loan shall not be part of the Trust Fund. Notwithstanding the
foregoing or any other provision of this Agreement, in the Master Servicer's
sole discretion with respect to any defaulted Mortgage Loan or REO Property as
to either of the following provisions, (i) a Cash Liquidation or REO Disposition
may be deemed to have occurred if substantially all amounts expected by the
Master Servicer to be received in connection with the related defaulted Mortgage
Loan or REO Property have been received, and (ii) for purposes of determining
the amount of any Liquidation Proceeds, Insurance Proceeds, REO Proceeds or any
other unscheduled collections or the amount of any Realized Loss, the Master
Servicer may take into account minimal amounts of additional receipts expected
to be received or any estimated additional liquidation expenses expected to be
incurred in connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by REMIC
I as an REO Property by foreclosure or by deed in lieu of foreclosure, the deed
or certificate of sale shall be issued to the Trustee or to its nominee on
behalf of the Certificateholders. Notwithstanding any such acquisition of title
and cancellation of the related Mortgage Loan, such REO Property shall (except
as otherwise expressly provided herein) be considered to be an Outstanding
Mortgage Loan held in REMIC I until such time as the REO Property shall be sold.
Consistent with the foregoing for purposes of all calculations hereunder so long
as such REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by the
related Mortgage Note shall have been discharged, such Mortgage Note and the
related amortization schedule in effect at the time of any such acquisition of
title (after giving effect to any previous Curtailments and before any
adjustment thereto by reason of any bankruptcy or similar proceeding or any
moratorium or similar waiver or grace period) remain in effect.
(c) In the event that REMIC I acquires any REO Property as aforesaid or
otherwise in connection with a default or imminent default on a Mortgage Loan,
the Master Servicer on behalf of the Trust Fund shall dispose of such REO
Property within three years after its acquisition by REMIC I for purposes of
Section 860G(a)(8) of the Code or, at the expense of the Trust Fund, the Trust
Fund, request, more than 60 days before the day on which the three-year grace
period would otherwise expire, an extension of the three-year grace period
unless the Master Servicer (subject to Section 10.01(f)) obtains for the Trustee
an Opinion of Counsel, addressed to the Trustee and the Master Servicer, to the
effect that the holding by REMIC I of such REO Property subsequent to such
three-year period will not result in the imposition of taxes on "prohibited
transactions" as defined in Section 860F of the Code or cause REMIC I to fail to
qualify as a REMIC at any time that any Uncertificated REMIC I Regular Interests
are outstanding, in which case REMIC I may continue to hold such REO Property
(subject to any conditions contained in such Opinion of Counsel). The Master
Servicer shall be entitled to be reimbursed from the Custodial Account for any
costs incurred in obtaining such Opinion of Counsel, as provided in Section
3.10. Notwithstanding any other provision of this Agreement, no REO Property
acquired by REMIC I shall be rented (or allowed to continue to be rented) or
otherwise used by or on behalf of REMIC I in such a manner or pursuant to any
terms that would (i) cause such REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or (ii) subject
REMIC I to the imposition of any federal income taxes on the income earned from
such REO Property, including any taxes imposed by reason of Section 860G(c) of
the Code, unless the Master Servicer has agreed to indemnify and hold harmless
REMIC I with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase or
repurchase of any Mortgage Loan pursuant to the terms of this Agreement, as well
as any recovery resulting from a collection of Liquidation Proceeds, Insurance
Proceeds or REO Proceeds, will be applied in the following order of priority:
first, to reimburse the Master Servicer or the related Subservicer in accordance
with Section 3.10(a)(ii); second, to the Certificateholders to the extent of
accrued and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in the
case of a Modified Mortgage Loan), to the Due Date prior to the Distribution
Date on which such amounts are to be distributed; third, to the
Certificateholders as a recovery of principal on the Mortgage Loan (or REO
Property) (provided that if any such Class of Certificates to which such
Realized Loss was allocated is no longer outstanding, such subsequent recovery
shall be distributed to the persons who were the Holders of such Class of
Certificates when it was retired); fourth, to all Servicing Fees and
Subservicing Fees payable therefrom (and the Master Servicer and the Subservicer
shall have no claims for any deficiencies with respect to such fees which result
from the foregoing allocation); and fifth, to Foreclosure Profits.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files .
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure
of any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached hereto as Exhibit H or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating
Interest .
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at the related Net Mortgage Rate, the Master Servicer shall be
entitled to retain therefrom and to pay to itself and/or the related Subservicer
any Servicing Fee or Subservicing Fee considered to be accrued but unpaid.
(b) Additional servicing compensation in the form of prepayment charges,
assumption fees, late payment charges, investment income on amounts in the
Custodial Account or the Certificate Account or otherwise shall be retained by
the Master Servicer or the Subservicer to the extent provided herein, subject to
clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not
be transferred in whole or in part except in connection with the transfer of all
of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will 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, the Trustee and Financial
Security 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, the Trustee and Financial Security 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.
<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
Financial Security the Insurance Premium, to the Master Servicer, in the case of
a distribution pursuant to Section 4.02(a)(iii), the amount required to be and
distributed to the Master Servicer or a Subservicer pursuant to Section
4.02(a)(iii), 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-V 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-V Certificates shall
be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i) below
to the initial Holder of the Class A-V Certificates or to each Holder of a
Subclass thereof, as applicable) of the following amounts, in the following
order of priority (subject to the provisions of Section 4.02(b)), in each case
to the extent of the Available Distribution Amount, together with, as to any
Class A-3 Certificate, any Insured Reserve Withdrawal pursuant to Section 4.10
hereof and any amounts paid under the FSA Policy pursuant to Section 11.02
hereof:
(i) to the Class A Certificateholders (other than the Class A-P
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-V Certificates), as applicable, for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date except as provided in the last paragraph of this Section
4.02(a) (the "Senior Interest Distribution Amount");
(ii) (X) to the Class A-P Certificateholders, the Class A-P
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than Class A-P
Certificateholders) and Class R Certificateholders, in the priorities and
amounts set forth in Section 4.02(b)(ii) through (v) 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 a Discount
Mortgage Loan); and
(3) the principal portion of all other unscheduled
collections (other than Principal Prepayments in Full and
Curtailments and amounts received in connection with a Cash
Liquidation or REO Disposition of a Mortgage Loan described in
Section 4.02(a)(ii)(Y)(B), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds)
received during the related Prepayment Period (or deemed to
have been so received in accordance with Section 3.07(b)) to
the extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 (other than the related Discount Fraction of the
principal portion of such unscheduled collections with respect
to a Discount Mortgage Loan);
(B) with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition occurred during the related
Prepayment Period (or was deemed to have occurred during such period
in accordance with Section 3.07(b)) and did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
or Extraordinary Losses, an amount equal to the lesser of (a) the
Senior Percentage for such Distribution Date times the Stated
Principal Balance of such Mortgage Loan (other than the related
Discount Fraction of such Stated Principal Balance, with respect to
a Discount Mortgage Loan) and (b) the Senior Accelerated
Distribution Percentage for such Distribution Date times the related
unscheduled collections (including without limitation Insurance
Proceeds, Liquidation Proceeds and REO Proceeds) to the extent
applied by the Master Servicer as recoveries of principal of the
related Mortgage Loan pursuant to Section 3.14 (in each case other
than the portion of such unscheduled collections, with respect to a
Discount Mortgage Loan included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage for such
Distribution Date times the aggregate of all Principal Prepayments
in Full and Curtailments received in the related Prepayment Period
(other than the related Discount Fraction of such Principal
Prepayments in Full and Curtailments, with respect to a Discount
Mortgage Loan);
(D) if such Distribution Date is on or prior to the
Accretion Termination Date, the Accrued Certificate Interest on the
Class A-5 Certificates that would otherwise be distributed to such
Certificates on such Distribution Date, to the extent added to the
Certificate Principal Balance of such Certificates on such
Distribution Date in accordance with Section 4.02(e) (the "Accrual
Distribution Amount");
(E) any Excess Subordinate Principal Amount for such
Distribution Date; and
(F) any amounts described in subsection (ii)(Y), clauses (A)
through (D) of this Section 4.02(a), as determined for any previous
Distribution Date, which remain unpaid after application of amounts
previously distributed pursuant to this clause (F) to the extent
that such amounts are not attributable to Realized Losses which have
been allocated to the Class M Certificates or Class B Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any Advances
or Subservicer Advances previously made with respect to any Mortgage Loan
or REO Property which remain unreimbursed in whole or in part following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO
Property, minus any such Advances that were made with respect to
delinquencies that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-P 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-P 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-P 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-P 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-P 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-P 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-P 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 Financial Security, as subrogee of the Insured
Certificateholders, to reimburse Financial Security for claims paid under
the FSA Policy, to the extent of Cumulative Insurance Payments on the
Insured Certificates;
(xvii) to the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining after the
foregoing distributions, applied to reduce the Certificate Principal
Balances of such Class A and Class R Certificates, but in no event more
than the aggregate of the outstanding Certificate Principal Balances of
each such Class of Class A and Class R Certificates, and thereafter, to
each Class of Class M Certificates then outstanding beginning with such
Class with the lowest numerical designation, any portion of the Available
Distribution Amount remaining after the Class A Certificates and Class R
Certificates have been retired, applied to reduce the Certificate
Principal Balance of each such Class of Class M Certificates, but in no
event more than the outstanding Certificate Principal Balance of each such
Class of Class M Certificates; and thereafter to each such Class of Class
B Certificates then outstanding beginning with such Class with the lowest
numerical designation, any portion of the Available Distribution Amount
remaining after the Class M Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such Class of Class B
Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Class B Certificates; and
(xviii) to the Class R-I Certificateholders, the balance, if any, of
the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect to
the Class of Class B Certificates outstanding on such Distribution Date with the
highest numerical designation, or in the event the Class B Certificates are no
longer outstanding, the Class of Class M Certificates then outstanding with the
highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest shortfalls
relating to the failure of the Master Servicer to make any required Advance, or
the determination by the Master Servicer that any proposed Advance would be a
Nonrecoverable Advance with respect to the related Mortgage Loan where such
Mortgage Loan has not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Class A Certificates (other than the
Class A-7 Certificates and Class A-V 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-P Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-P
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 Discount
Mortgage Loan to the extent applied as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through (C)
above) that remain undistributed; and
(E) the amount of any Class A-P Collection Shortfalls for such
Distribution Date and the amount of any Class A-P Collection
Shortfalls remaining unpaid for all previous Distribution Dates, but
only to the extent of the Eligible Funds for such Distribution Date;
(ii) an amount equal to the Accrual Distribution Amount shall be
distributed to the Class A-1, Class A-2, Class A-4 and Class A-5
Certificates and with such amount to be allocated to such Certificates in
the following order of priority:
(A) first, concurrently, until the Certificate Principal
Balance of the Class A-4 Certificates has been reduced to zero:
(1) 56.7707995738% to the Class A-1
Certificates; and
(2) 43.2292004262% to the Class A-4
Certificates;
(B) second, concurrently, until the Certificate Principal
Balance of the Class A-1 Certificates has been reduced to zero:
(1) 56.7707995738% to the Class A-1
Certificates; and
(2) 43.2292004262% to the Class A-2
Certificates;
(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-5 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
(iii) the balance of the Senior Principal Distribution Amount
remaining after the distribution described in clause (ii) above shall be
distributed, concurrently, to the Class R-I and Class R-II Certificates,
on a pro rata basis, until the Certificate Principal Balances thereof have
been reduced to zero;
(iv) from the balance of the Senior Principal Distribution Amount
remaining after the distribution described in clauses (ii) and (iii)
above, to the Class A-6 Certificates in reduction of the Certificate
Principal Balance thereof, until such Certificate Principal Balance has
been reduced to zero, an amount equal to the sum of the following:
(A) the Class A-6 Certificates' pro rata share (based on the
Certificate Principal Balance thereof relative to the aggregate
Certificate Principal Balance of all classes of Certificates (other
than the Class A-P Certificates)) of the aggregate of the amounts
described in clauses (ii)(Y)(A), (B) and (F) of Section 4.02(a)
(without any application of the Senior Percentage or Senior
Accelerated Distribution Percentage); and
(B) the Lockout Prepayment Percentage of the Class A-6
Certificates' pro rata share (based on the Certificate Principal
Balance thereof relative to the aggregate Certificate Principal
Balance of all classes of Certificates (other than the Class A-P
Certificates)) of the aggregate of the amounts described in clause
(ii)(Y)(C) of Section 4.02(a) (without any application of the Senior
Accelerated Distribution Percentage);
provided that if the aggregate of the amounts set forth in clauses (ii) (Y) (A),
(B), (C) and (F) of Section 4.02(a) is more than the balance of the Available
Distribution Amount remaining after the Senior Interest Distribution Amount and
Class A-P Principal Distribution Amount have been distributed, the amount paid
to such Certificates pursuant to this clause (iv) shall be reduced by an amount
equal to such Certificates' pro rata share, based on the aggregate Certificate
Principal Balance thereof relative to the aggregate Certificate Principal
Balance of the Senior Certificates (other than the Class A-P Certificates) of
such difference;
(v) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clauses (ii)
through (iv) above shall be distributed as follows:
(A) first, for each Distribution Date commencing on the
Distribution Date in January 2002, until the Certificate Principal
Balance of the Class A-3 Certificates has been reduced to zero, an
amount equal to $44,406.00 to the Class A-3 Certificates (plus any
amount described in this clause (v)(A) remaining unpaid from any
previous Distribution Date);
(B) second, concurrently, until the Certificate Principal
Balance of the Class A-4 Certificates has been reduced to zero:
(1) 56.7707995738% to the Class A-1 Certificates; and
(2) 43.2292004262% to the Class A-4 Certificates;
(C) third, concurrently, until the Certificate Principal
Balance of the Class A-1 Certificates has been reduced to zero:
(1) 56.7707995738% to the Class A-1 Certificates; and
(2) 43.2292004262% to the Class A-2 Certificates;
(D) fourth, to the Class A-2 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
(E) fifth, concurrently, to the Class A-3 Certificates and
Class A-5 Certificates, on a pro rata basis, until the Certificate
Principal Balances thereof have been reduced to zero; and
(F) sixth, to the Class A-6 Certificates until the Certificate
Principal Balance thereof has been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date, all
priorities relating to distributions as described above in respect of principal
among the Senior Certificates (other than the Class A-P 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
Discount Mortgage Loans will be distributed to the Class A-P Certificates, and
the Senior Principal Distribution Amount will be distributed to the Senior
Certificates remaining pro rata in accordance with their respective outstanding
Certificate Principal Balances and the amount set forth in Section 4.02(a)(i)
herein will be distributed as set forth therein.
(d) After reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class A-P Certificates) to zero but prior to the
Credit Support Depletion Date, the Senior Certificates (other than the Class A-P
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-P Certificates, Class A-V Certificates, Class M Certificates and Class B
Certificates in each case as described herein.
(e) On each Distribution Date prior to the Accretion Termination Date, an
amount equal to the Accrued Certificate Interest that would otherwise be
distributed on the Class A-5 Certificates shall be added to the Certificate
Principal Balance of such Certificate. On and after the Accretion Termination
Date, the entire amount of Accrued Certificate Interest on the Class A-5
Certificates for such Distribution Date shall be payable to the Holders of the
Class A-5 Certificates to the extent not required to reduce the amounts of the
Class A-1, Class A-2, Class A-4 and Class A-5 Certificates to zero on the
Accretion Termination Date; provided that if the Accretion Termination Date is
the Credit Support Depletion Date, the entire amount of Accrued Certificate
Interest on the Class A-5 Certificates for such Distribution Date will be paid
to the Holders of the Class A-5 Certificates. Any such Accrued Certificate
Interest on the Class A-5 Certificates which is required to be paid to the
holders of the Class A-1, Class A-2, Class A-4 and Class A-5 Certificates on the
Accretion Termination Date will be added to the Certificate Principal Balance of
the Class A-5 Certificates in the manner described in the first sentence of this
Section 4.02(e).
(f) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, recoveries in respect of the representations and warranties made by the
related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the Class or Classes to which such
Realized Loss was allocated (or to Financial Security, as subrogee for such
Certificateholders, to the extent Financial Security made an FSA Insurance
Payment in respect of such Realized Loss), if applicable (with the amounts to be
distributed allocated among such Classes in the same proportions as such
Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. Notwithstanding the foregoing, no such
distribution shall be made with respect to the Certificates of any Class to the
extent that either (i) such Class was protected against the related Realized
Loss pursuant to any instrument or fund established under Section 12.01(e) or
(ii) such Class of Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes, and any
of such separate certificates or other instruments was protected against the
related Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any amount to be so
distributed shall be distributed by the Master Servicer to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (i) with respect to the Certificates of any Class
(other than the Class A-V, 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-V, or any Subclass thereof to which the related
Realized Loss (or portion thereof) was previously allocated. Any amounts to be
so distributed shall not be remitted to or distributed from the Trust Fund, and
shall constitute subsequent recoveries with respect to Mortgage Loans that are
no longer assets of the Trust Fund.
(g) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. The Trustee and the Depository
shall be responsible for allocation of the aggregate amount of distributions in
reduction of the Certificate Principal Balance of the Insured Certificates as
set forth in Section 4.12. None of the Trustee, the Certificate Registrar, the
Company or the Master Servicer shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.
(h) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
(i) Notwithstanding the priorities relating to distributions of principal
among the Insured Certificates described above, on any Distribution Date,
distributions in respect of principal on the Insured Certificates will be
allocated among the Certificate Owners of the Insured Certificates as set forth
in Section 4.12. On each Distribution Date on which amounts are available for
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates (including, for purposes of this paragraph, the portion of any FSA
Insurance Payment allocable to principal) the aggregate amount allocable to such
distributions will be rounded upward by the Rounding Amount. Such rounding will
be accomplished on the first Distribution Date on which distributions in
reduction of the Certificate Principal Balance of the Insured Certificates are
made by withdrawing from the Rounding Account the Rounding Amount for deposit
into the Certificate Account, and such Rounding Amount will be added to the
amount that is allocable for distributions in reduction of the Certificate
Principal Balance of the Insured Certificates. On each succeeding Distribution
Date on which distributions in reduction of the Certificate Principal Balance of
the Insured Certificates are made, first, the aggregate amount available for
distribution in reduction of the Certificate Principal Balance of the Insured
Certificates will be applied to repay the Rounding Amount withdrawn from the
Rounding Account on the prior Distribution Date and then, the remainder of such
allocable amount, if any, will be similarly rounded upward through another
withdrawal from the Rounding Account and such determined Rounding Amount will be
added to the amount that is allocable for distributions in reduction of the
Certificate Principal Balance of the Insured Certificates. Any funds remaining
in the Rounding Account after the Certificate Principal Balance of the Insured
Certificates is reduced to zero shall be distributed to the Class R-I
Certificateholders.
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, Financial
Security 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 Guaranteed Distribution for such Distribution Date, and the
respective portions thereof allocable to principal and interest for the
Insured Certificates;
(vii) the amount of any FSA Insurance Payment made on such
Distribution Date, the amount of any reimbursement payment made to
Financial Security on such Distribution Date pursuant to Section
4.02(a)(xvi) and the amount of Cumulative Insurance Payments after giving
effect to any such FSA Insurance Payment or any such reimbursement payment
to Financial Security;
(viii) 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;
(ix) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(x) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Mortgage
Loans that are Delinquent (A) 30-59 days, (B) 60-89 days and (C) 90 or
more days and the number and aggregate principal balance of Mortgage Loans
that are in foreclosure;
(xi) the number, aggregate principal balance and book value of any
REO Properties;
(xii) 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;
(xiii) 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;
(xiv) the weighted average Pool Strip Rate for such Distribution
Date and the Pass-Through Rate on the Class A-V Certificates and each
Subclass, if any, thereof;
(xv) the occurrence of the Credit Support Depletion Date and the
Accretion Termination Date;
(xvi) the Senior Accelerated Distribution Percentage applicable to
such distribution;
(xvii) the Senior Percentage and Lockout Prepayment
Percentage for such Distribution Date;
(xviii) the aggregate amount of Realized Losses for such
Distribution Date;
(xix) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xx) the weighted average remaining term to maturity of the Mortgage
Loans after giving effect to the amounts distributed on such Distribution
Date;
(xxi) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution Date;
(xxii) each Notional Amount and Subclass Notional Amount; and
(xxiii) the amount of any payment made from the Insured Reserve Fund
on such Distribution Date and the balance of the Insured Reserve Fund
after giving effect to such amounts.
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, Financial Security, 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, the
Rounding Account, the Insured Reserve Fund, or the FSA Reserve Account and
deposited into the Certificate Account and the FSA Policy Payments Account on
the immediately succeeding Certificate Account Deposit Date pursuant to clause
(iii) of Section 4.01(a), (iii) the amount of the Insurance Premium, including
the amount thereof to be deposited to the FSA Reserve Account, and (iv) the
amount of Cumulative Insurance Payments as of such Determination Date; provided,
however, that the Master Servicer shall provide to the Trustee a written
statement setting forth the portion of the Senior Principal Distribution Amount
distributable to the Insured Certificates on any Distribution Date on a date
prior to the close of business on the next Business Day succeeding each
Determination Date, if necessary to enable the Trustee to notify the Depository
in accordance with Section 4.12(c). 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, Debt Service Reduction, Deficient Valuation, REO Disposition or
Servicing Modification (to the extent constituting a reduction of the principal
balance of the Mortgage Loan) that occurred during the related Prepayment Period
or in the case of a Servicing Modification that constitutes a reduction of the
interest rate on a Mortgage Loan, the amount of the reduction in the interest
portion of the Monthly Payment due in the month in which such Distribution Date
occurs. The amount of each Realized Loss shall be evidenced by an Officers'
Certificate. All Realized Losses, other than Excess Special Hazard Losses,
Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud Losses, shall be
allocated as follows: first, to the Class B-3 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; second, to the Class B-2
Certificates until the Certificate Principal Balance thereof has been reduced to
zero; third, to the Class B-1 Certificates until the Certificate Principal
Balance thereof has been reduced to zero; fourth, to the Class M-3 Certificates
until the Certificate Principal Balance thereof has been reduced to zero; fifth,
to the Class M-2 Certificates until the Certificate Principal Balance thereof
has been reduced to zero; sixth, to the Class M-1 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; and, thereafter,
if such Realized Losses are on a Discount Mortgage Loan, to the Class A-P
Certificates, in an amount equal to the Discount Fraction of the principal
portion thereof, and the remainder of such Realized Losses and the entire amount
of such Realized Losses on Non-Discount Mortgage Loans among all the Class A
Certificates (other than the Class A-P Certificates) and Class R Certificates
and, in respect of the interest portion of such Realized Losses, on a pro rata
basis, as described below. Any Excess Special Hazard Losses, Excess Bankruptcy
Losses, Excess Fraud Losses and Extraordinary Losses on Non-Discount Mortgage
Loans will be allocated among the Class A (other than the Class A-P
Certificates), Class M, Class B and Class R Certificates and, in respect of the
interest portion of such Realized Losses, on a pro rata basis, as described
below. The principal portion of such losses on Discount Mortgage Loans will be
allocated to the Class A-P Certificates in an amount equal to the related
Discount Fraction thereof, and the remainder of such losses on Discount Mortgage
Loans will be allocated among the Class A Certificates (other than the Class A-P
Certificates), Class M, Class B and Class R Certificates on a pro rata basis, as
described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss; provided that in determining the
Certificate Principal Balance of the Class A-5 Certificates for the purpose of
allocating any portion of a Realized Loss thereto, the Certificate Principal
Balance of the Class A-5 Certificates shall be deemed to be equal to the lesser
of (a) the original Certificate Principal Balance of such Certificate and (b)
the Certificate Principal Balance of such Certificate prior to giving effect to
distributions to be made on such Distribution Date. Except as provided in the
following sentence, any allocation of the principal portion of Realized Losses
(other than Debt Service Reductions) to a Class of Certificates shall be made by
reducing the Certificate Principal Balance thereof by the amount so allocated,
which allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the provisions of Section 4.02(a). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests (other than the Class A-V Certificates) evidenced
thereby. All Realized Losses and all other losses allocated to the Class A-V
Certificates hereunder will be allocated to the Class A-V Certificates and, if
any Subclasses thereof have been issued pursuant to Section 5.01(c), such
Realized Losses and other losses shall be allocated among the Subclasses of such
Class in proportion to the respective amounts of Accrued Certificate Interest
payable on such Distribution Date that would have resulted absent such
reductions.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property .
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of
Defaulted Mortgage Loans .
As to any Mortgage Loan which is delinquent in payment by 90 days or more,
the Master Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time the Master Servicer makes
a payment to the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer, the Trustee, REMIC I or REMIC
II which shall succeed to all of the Trustee's right, title and interest in and
to such Mortgage Loan, and all security and documents relative thereto. Such
assignment shall be an assignment outright and not for security. The Master
Servicer will thereupon own such Mortgage, and all such security and documents,
free of any further obligation to the Trustee or the Certificateholders with
respect thereto. Notwithstanding anything to the contrary in this Section 4.07,
the Master Servicer shall continue to service any such Mortgage Loan after the
date of such purchase in accordance with the terms of this Agreement and, if any
Realized Loss with respect to such Mortgage Loan occurs, allocate such Realized
Loss to the Class or Classes of Certificates that would have borne such Realized
Loss in accordance with the terms hereof as if such Mortgage Loan had not been
so purchased. For purposes of this Agreement, a payment of the Purchase Price by
the Master Servicer pursuant to this Section 4.07 will be viewed as an advance,
and the amount of any Realized Loss shall be recoverable pursuant to the
provisions for the recovery of unreimbursed Advances under Section 4.02(a) or,
to the extent not recoverable under such provisions, as a Nonrecoverable Advance
as set forth herein.
Section 4.08. Distributions on the Uncertificated REMIC
I .
(a) On each Distribution Date the Trustee shall be deemed to
distribute to itself, as the holder of the Uncertificated REMIC I Regular
Interests, the Uncertificated REMIC I Regular Interest Distribution Amounts in
the following order of priority, in each case to the extent of the Available
Distribution Amount reduced by distributions made to the Class R-I
Certificates pursuant to Section 4.02(a):
(i) Uncertificated Accrued Interest on the Uncertificated REMIC I
Regular Interests for such Distribution Date, plus any Uncertificated
Accrued Interest thereon remaining unpaid from any previous Distribution
Date; and
(ii) In accordance with the priority set forth in Section 4.08(b),
an amount equal to the sum of (A) the amounts distributable as principal
on the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6,
Class A-P, Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class
B-3 and Class R-II Certificates, under Section 4.02, as allocated thereto
pursuant to Section 4.02(b).
(b) The amount described in Section 4.08(a)(ii) shall be deemed
distributed to (i) Uncertificated REMIC I Regular Interest P,(ii) Uncertificated
REMIC I Regular Interest Q, (iii) Uncertificated REMIC Regular Interest R and
(iv) Uncertificated REMIC I Regular Interest Y, respectively, with the amount to
be distributed allocated among such interests in accordance with the priority
assigned to the (i) Class A-1, Class A-2, Class A-4, Class A-6, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates,
(ii) Class A-3 Certificates, (iii) Class A-5 Certificates and (iv) Class A-P
Certificates respectively, under Section 4.02(b) until the Uncertificated
Principal Balance of each such interest is reduced to zero.
(c) The portion of the Uncertificated REMIC I Regular Interest
Distribution Amounts described in Section 4.08(a)(ii) shall be deemed
distributed by REMIC I to REMIC II in accordance with the priority assigned to
the REMIC II Certificates relative to that assigned to the REMIC I Certificates
under Section 4.02(b).
(d) In determining from time to time the Uncertificated REMIC I
Regular Interest P Distribution Amount, the Uncertificated REMIC I Regular
Interest Q Distribution Amount, the Uncertificated REMIC I Regular Interest R
Distribution Amount, the Uncertificated REMIC I Regular Interest Y Distribution
Amount and the Uncertificated REMIC I Regular Interests Z Distribution Amounts,
Realized Losses allocated to the Class A-1, Class A-2, Class A-4, Class A-6,
Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II
Certificates, under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest P, Realized Losses allocated to the Class A-3
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest Q, Realized Losses allocated to the Class A-5
Certificates under Section 4.05 shall be deemed allocated to Uncertificated
REMIC I Regular Interest R, and Realized Losses allocated to the Class A-P under
Section 4.05 shall be deemed allocated to Uncertificated REMIC I Regular
Interest Y on a pro rata basis based on Uncertificated Accrued Interest for the
related Distribution Date.
(e) On each Distribution Date, the Trustee shall be deemed to
distribute from REMIC II, in the priority set forth in Sections 4.02(a) and (b),
to the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class
A-7, Class A-P, Uncertificated REMIC II Regular Interests, Class M-1, Class M-2,
Class M-3, Class B-1, Class B-2, Class B-3 and Class R-II Certificates the
amounts distributable thereon, from the Uncertificated REMIC I Regular Interest
Distribution Amounts deemed to have been received by REMIC II from REMIC I under
this Section 4.08. The amount deemed distributable hereunder with respect to the
Class A-V Certificates shall equal 100% of the amounts payable with respect to
the Uncertificated REMIC II Regular Interests.
(f) Notwithstanding the deemed distributions on the Uncertificated
REMIC I Regular Interests described in this Section 4.08, distributions of funds
from the Certificate Account shall be made only in accordance with Section 4.02.
Section 4.09. Compliance with Withholding Requirements .
Notwithstanding any other provision of this Agreement, the Trustee or any
Paying Agent, as applicable, shall comply with all federal withholding
requirements respecting payments to Certificateholders, including interest or
original issue discount payments or advances thereof that the Trustee or any
Paying Agent, as applicable, reasonably believes are applicable under the Code.
The consent of Certificateholders shall not be required for such withholding. In
the event the Trustee or any Paying Agent, as applicable, does withhold any
amount from interest or original issue discount payments or advances thereof to
any Certificateholder pursuant to federal withholding requirements, the Trustee
or any Paying Agent, as applicable, shall indicate the amount withheld to such
Certificateholders pursuant to the terms of such requirements.
Section 4.10. Insured Reserve Fund .
No later than the Closing Date, the Trustee will establish and maintain
with itself one or more segregated trust accounts that are Eligible Accounts,
which shall be titled "Insured Reserve Fund, The First National Bank of Chicago,
as trustee for the registered holders of Residential Funding Mortgage Securities
I, Inc., Mortgage Pass-Through Certificates, Series 1998-S30, Class A-3." On the
Closing Date, Greenwich Capital Markets, Inc. (the "Underwriter") shall deposit
with the Trustee, and the Trustee shall deposit into the Insured Reserve Fund,
cash in an amount equal to $12,000.
The Master Servicer shall direct the Trustee in writing on each
Distribution Date to withdraw amounts on deposit in the Insured Reserve Fund for
deposit into the Certificate Account, and to pay to the holders of the Insured
Certificates pursuant to Section 4.02(a)(i), the amount of Prepayment Interest
Shortfalls otherwise allocable to the Class A-3 Certificates pursuant to the
definition of Accrued Certificate Interest (to the extent not offset by the
Master Servicer pursuant to Section 3.16(e) hereof), and to the extent of funds
on deposit in the Insured Reserve Fund (the amount of such withdrawal for any
Distribution Date, the "Insured Reserve Withdrawal").
For federal income tax purposes, the Underwriter shall be the owner of the
Reserve Fund and shall report all items of income, deduction, gain or loss
arising therefrom. Notwithstanding anything herein to the contrary, the Insured
Reserve Fund shall not be an asset of either REMIC I or REMIC II. The Insured
Reserve Fund shall be invested in Permitted Investments at the direction of the
Underwriter. All income and gain realized from investment of funds deposited in
the Insured Reserve Fund shall be deposited in the Insured Reserve Fund for the
sole use and exclusive benefit of the Insured Reserve Fund. The amount of any
loss incurred in respect of any such investments shall be deposited in the
Insured Reserve Fund by the Underwriter out of its own funds immediately as
realized without any right of reimbursement. The balance, if any, remaining in
the Insured Reserve Fund on the Distribution Date on which the Certificate
Principal Balance of the Insured Certificates is reduced to zero will be
distributed by the Trustee to the Underwriter. To the extent that the Insured
Reserve Fund constitutes a reserve fund for federal income tax purposes, (1) it
shall be an outside reserve fund and not an asset of either REMIC I or REMIC II
and (2) it shall be owned by the Underwriter, all within the meaning of Section
1.860G-2(h) of the Treasury Regulations.
Section 4.11. Rounding Account .
No later than the Closing Date, the Trustee will establish and maintain
with itself a segregated trust account that is an Eligible Account, which shall
be titled "Rounding Account, The First National Bank of Chicago, as trustee for
the registered holders of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1998-S30, Class A-3." On the Closing
Date, the Underwriter shall deposit with the Trustee, and the Trustee shall
deposit into the Rounding Account, cash in an amount equal to $999.99.
The Trustee on each Distribution Date shall, based upon information
provided by the Master Servicer for the related Distribution Date, withdraw
funds from the Rounding Account to pay to the holders of the Insured
Certificates pursuant to Section 4.02(i) the Rounding Amount. In addition, the
Trustee on each Distribution Date shall, based upon information provided by the
Master Servicer for the related Distribution Date, withdraw funds from the
Certificate Account to repay to the Rounding Account the Rounding Amount from
the prior Distribution Date as contemplated in Section 4.02(i).
Section 4.12. Principal Distributions on the Insured
Certificates .
Distributions in reduction of the Certificate Principal Balance of the
Insured Certificates will be made in integral multiples of $1,000 at the request
of the appropriate representatives of Deceased Owners of Insured Certificates
and at the request of Living Owners of Insured Certificates or by mandatory
distributions by Random Lot, pursuant to clauses (a) and (d) below, or on a pro
rata basis pursuant to clause (e) below.
(a) On each Distribution Date on which distributions in reduction of the
Certificate Principal Balance of the Insured Certificates are made, such
distributions will be made in the following priority:
(i) any request by the personal representatives of a Deceased Owner
or by a surviving tenant by the entirety, by a surviving joint tenant or by a
surviving tenant in common, but not exceeding an aggregate amount of $100,000
per request; and
(ii) any request by a Living Owner, but not exceeding an aggregate
amount of $10,000 per request.
Thereafter, distributions will be made, with respect to the Insured
Certificates, as provided in clauses (i) and (ii) above up to a second $100,000
and $10,000, respectively. This sequence of priorities will be repeated for each
request for principal distributions made by the Certificate Owners of the
Insured Certificates until all such requests have been honored.
Requests for distributions in reduction of the Certificate Principal
Balance of the Insured Certificates presented on behalf of Deceased Owners in
accordance with the provisions of clause (i) above will be accepted in order of
their receipt by the Depository. Requests for distributions in reduction of the
Certificate Principal Balance of the Insured Certificates presented in
accordance with the provisions of clause (ii) above will be accepted in the
order of their receipt by the Depository after all requests presented in
accordance with clause (i) have been honored. All requests for distributions in
reduction of the Certificate Principal Balance of the Insured Certificates will
be accepted in accordance with the provisions set forth in Section 4.12(c). All
requests for distributions in reduction of the Certificate Principal Balance of
the Insured Certificates with respect to any Distribution Date must be received
by the Depository and on the Depository's "participant terminal system" and
received by the Trustee no later than the close of business on the related
Record Date. Requests for distributions that are on the Depository's participant
terminal system and received by the Trustee after the related Record Date and
requests, in either case, for distributions not accepted with respect to any
Distribution Date, will be treated as requests for distributions in reduction of
the Certificate Principal Balance of Insured Certificates on the next succeeding
Distribution Date, and each succeeding Distribution Date thereafter, until such
request is accepted or is withdrawn as provided in Section 4.12(c). Such
requests as are not so withdrawn shall retain their order of priority without
the need for any further action on the part of the appropriate Certificate Owner
of the related Insured Certificate, all in accordance with the procedures of the
Depository and the Trustee. Upon the transfer of the beneficial ownership of any
Insured Certificate, any distribution request previously submitted with respect
to such Certificate will be deemed to have been withdrawn only upon the receipt
by the Trustee on or before the Record Date for such Distribution Date of
notification of such withdrawal in the manner set forth in Section 4.12(c) on
the Depository's participant terminal system.
Distributions in reduction of the Certificate Principal Balance of the
Insured Certificates will be applied in an amount equal to the Senior Principal
Distribution Amount allocable to such Class pursuant to Section 4.02(b), plus
any amounts available for distribution from the Rounding Account established as
provided in Section 4.09, provided that the aggregate distribution in reduction
of the Certificate Principal Balance of the Insured Certificates on any
Distribution Date shall be made in an integral multiple of $1,000.
To the extent that the portion of the Senior Principal Distribution Amount
allocable to distributions in reduction of the Certificate Principal Balance of
the Insured Certificates on any Distribution Date exceeds the aggregate
Certificate Principal Balance of Insured Certificates with respect to which
distribution requests, as set forth above, have been received (plus any amounts
required to be distributed pursuant to the Rounding Account), distributions in
reduction of the Certificate Principal Balance of the Insured Certificates will
be made by mandatory distribution pursuant to Section 4.12(d).
(b) An Insured Certificate shall be deemed to be held by a Deceased Owner
for purposes of this Section 4.12 if the death of the Certificate Owner thereof
is deemed to have occurred. Insured Certificates beneficially owned by tenants
by the entirety, joint tenants or tenants in common will be considered to be
beneficially owned by a single owner. The death of a tenant by the entirety,
joint tenant or tenant in common will be deemed to be the death of the
Certificate Owner, and the Insured Certificates so beneficially owned will be
eligible for priority with respect to distributions in reduction of the
Certificate Principal Balance thereof, subject to the limitations stated above.
Insured Certificates beneficially owned by a trust will be considered to be
beneficially owned by each beneficiary of the trust to the extent of such
beneficiary's beneficial interest therein, but in no event will a trust's
beneficiaries collectively be deemed to be Certificate Owners of a number of
Individual Insured Certificates of which such trust is the owner. The death of a
beneficiary of a trust will be deemed to be the death of a Certificate Owner of
the Insured Certificates, as applicable, owned by the trust to the extent of
such beneficiary's beneficial interest in such trust. The death of an individual
who was a tenant by the entirety, joint tenant or tenant in common in a tenancy
which is the beneficiary of a trust will be deemed to be the death of the
beneficiary of such trust. The death of a person who, during his or her
lifetime, was entitled to substantially all of the beneficial ownership
interests in Individual Insured Certificates will be deemed to be the death of
the Certificate Owner of such Insured Certificates regardless of the
registration of ownership, if such beneficial interest can be established to the
satisfaction of the Depository Participant. Such beneficial interest will be
deemed to exist in typical cases of street name or nominee ownership, ownership
by a trustee, ownership under the Uniform Gifts to Minors Act and community
property or other joint ownership arrangements between a husband and wife.
Certificate interests shall include the power to sell, transfer or otherwise
dispose of an Insured Certificate and the right to receive the proceeds
therefrom, as well as interest and distributions in reduction of the Certificate
Principal Balance of the Insured Certificates, as applicable, payable with
respect thereto. The Trustee shall not be under any duty to determine
independently the occurrence of the death of any deceased Certificate Owner. The
Trustee may rely entirely upon documentation delivered to it pursuant to Section
4.12(c) in establishing the eligibility of any Certificate Owner to receive the
priority accorded Deceased Owners in Section 4.12(a).
(c) Requests for distributions in reduction of the Certificate Principal
Balance of Insured Certificates must be made by delivering a written request
therefor to the Depository Participant or Indirect Depository Participant that
maintains the account evidencing such Certificate Owner's interest in Insured
Certificates. In the case of a request on behalf of a Deceased Owner,
appropriate evidence of death and any tax waivers are required to be forwarded
to the Depository Participant under separate cover. The Depository Participant
shall forward a certification, satisfactory to the Trustee, certifying the death
of the Beneficial Owner and the receipt of the appropriate death and tax
waivers. The Depository Participant should in turn make the request of the
Depository (or, in the case of an Indirect Depository Participant, such Indirect
Depository Participant must notify the related Depository Participant of such
request, which Depository Participant should make the request of the Depository)
on the Depository's participant terminal system. The Depository may establish
such procedures as it deems fair and equitable to establish the order of receipt
of requests for such distributions received by it on the same day. None of the
Company, Master Servicer or the Trustee shall be liable for any delay in
delivery of requests for distributions or withdrawals of such requests by the
Depository, a Depository Participant or any Indirect Depository Participant.
The Depository shall maintain a list of those Depository Participants
representing the appropriate Certificate Owners of Insured Certificates that
have submitted requests for distributions in reduction of the Certificate
Principal Balance of Insured Certificates, together with the order of receipt
and the amounts of such requests on the Depository's participant terminal
system. The Depository will honor requests for distributions in the order of
their receipt (subject to the priorities described in Section 4.12(a) above).
The Trustee shall notify the Depository as to which requests should be honored
on each Distribution Date at least three Business Days prior to such
Distribution Date based on the report received by the Trustee pursuant to
Section 4.04 and shall notify the Depository as to the amount of the Senior
Principal Distribution amount to be distributed to the Insured Certificates by
Random Lot pursuant to Section 4.12(d). Requests shall be honored by the
Depository in accordance with the procedures, and subject to the priorities and
limitations, described in this Section 4.12. The exact procedures to be followed
by the Trustee and the Depository for purposes of determining such priorities
and limitations will be those established from time to time by the Trustee or
the Depository, as the case may be. The decisions of the Trustee and the
Depository concerning such matters will be final and binding on all affected
persons.
Individual Insured Certificates that have been accepted for a distribution
shall be due and payable on the applicable Distribution Date. Such Certificates
shall cease to bear interest after the last day of the month preceding the month
in which such Distribution Date occurs.
Any Certificate Owner of an Insured Certificate that has requested a
distribution may withdraw its request by so notifying in writing the Depository
Participant or Indirect Depository Participant that maintains such Certificate
Owner's account. In the event that such account is maintained by an Indirect
Depository Participant, such Indirect Depository Participant must notify the
related Depository Participant which in turn must forward the withdrawal of such
request on the Depository's participant terminal system. If such withdrawal of a
request for distribution has not been received on the Depository's participant
terminal system on or before the Record Date for the next Distribution Date, the
previously made request for distribution will be irrevocable with respect to the
making of distributions in reduction of the Certificate Principal Balance of the
Insured Certificates on such Distribution Date.
In the event any requests for distributions in reduction of the
Certificate Principal Balance of the Insured Certificates are rejected by the
Trustee for failure to comply with the requirements of this Section 4.12, the
Trustee shall return such request to the appropriate Depository Participant with
a copy to the Depository with an explanation as to the reason for such
rejection.
(d) To the extent, if any, that distributions in reduction of the
Certificate Principal Balance of the Insured Certificates on a Distribution Date
exceed the outstanding Certificate Principal Balance of Insured Certificates
with respect to which distribution requests have been received by the related
Record Date, as provided in Section 4.12(a) above, the additional distributions
in reduction of the Certificate Principal Balance of the Insured Certificates
will be made by mandatory distributions in reduction thereof. Such mandatory
distributions on Individual Insured Certificates will be made by Random Lot in
accordance with the then-applicable Random Lot procedures of the Depository, the
Depository Participants and the Indirect Depository Participants representing
the Certificate Owners; provided however, that, if after the distribution in
reduction of the Certificate Principal Balance of the Insured Certificates on
the next succeeding Distribution Date on which mandatory distributions are to be
made, the Certificate Principal Balance of the Insured Certificates would not be
reduced to zero, the Individual Insured Certificates to which such distributions
will be applied shall be selected by the Depository from those Insured
Certificates not otherwise receiving distributions in reduction of the
Certificate Principal Balance on such Distribution Date. The Trustee shall
notify the Depository of the aggregate amount of the mandatory distribution in
reduction of the Certificate Principal Balance of the Insured Certificates to be
made on the next Distribution Date. The Depository shall then allocate such
aggregate amount among its Depository Participants on a Random Lot basis. Each
Depository Participant and, in turn, each Indirect Depository Participant will
then select, in accordance with its own procedures, Individual Insured
Certificates from among those held in its accounts to receive mandatory
distributions in reduction of the Certificate Principal Balance of the Insured
Certificates, such that the total amount so selected is equal to the aggregate
amount of such mandatory distributions allocated to such Depository Participant
by the Depository and to such Indirect Depository Participant by its related
Depository Participant, as the case may be. Depository Participants and Indirect
Depository Participants that hold Insured Certificates selected for mandatory
distributions in reduction of the Certificate Principal Balance thereof are
required to provide notice of such mandatory distributions to the affected
Certificate Owners. The Master Servicer agrees to notify the Trustee of the
amount of distributions in reduction of the Certificate Principal Balance of the
Insured Certificates to be made on each Distribution Date in a timely manner
such that the Trustee may fulfill its obligations pursuant to the letter of
representations dated the Closing Date among the Company, the Trustee and the
Depository.
(e) Notwithstanding any provisions herein to the contrary, on any
Distribution Date following the first Distribution Date on which (i) any
Realized Losses are allocated to the Insured Certificates and (ii) a Financial
Security Default is occurring, distributions in reduction of the Certificate
Principal Balance of the Insured Certificates will be made pro rata among the
Certificate Owners of the Insured Certificates and will not be made in integral
multiples of $1,000 nor pursuant to requests for distribution as permitted by
this Section 4.12 or mandatory distributions by Random Lot.
(f) In the event that Definitive Certificates representing the Insured
Certificates are issued pursuant to Section 5.01, an amendment to this
Agreement, which may be approved without the consent of any Certificateholders,
shall establish procedures relating to the manner in which distributions in
reduction of the Certificate Principal Balance of the Insured Certificates are
to be made; provided that such procedures shall be consistent, to the extent
practicable and customary for certificates similar to the Insured Certificates,
with the provisions of this Section 4.12.
<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 and in the case of any Certificates issued on the Closing Date, upon
receipt by the Trustee or one or more Custodians of the documents specified in
Section 2.01. The Class A-1, Class A-2, Class A-4, Class A-5, Class A-6, Class
A-P, Class M-1, Class M-2 and Class M-3 Certificates shall be issuable in
minimum dollar denominations of $25,000 (or $250,000 in the case of the Class
M-2 and Class M-3 Certificates) and integral multiples of $1 in excess thereof.
The Class A-3 Certificates shall be issuable in minimum dollar denominations of
$1,000 and integral multiples of $1,000 in excess thereof. The Class B-1, Class
B-2 and Class B-3 Certificates shall be issuable in minimum denominations of
$250,000 and integral multiples of $1,000 in excess thereof. One Certificate of
each of the Class A-P, 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-P $25,159.32
Class B-2 $250,700.00
Class B-3 $250,362.05
The Class A-7 Certificates will be issued in book-entry format in a 100%
Percentage Interest denomination. The Class A-V Certificates and Class R
Certificates shall be issuable in minimum denominations of not less than a 20%
Percentage Interest (except as provided in Section 5.01(c) with respect to the
Class A-V Certificates); provided, however, that one Class R Certificate will be
issuable to Residential Funding as "tax matters person" pursuant to Section
10.01(c) and (e) in a minimum denomination representing a Percentage Interest of
not less than 0.01%. Each Subclass of the Class A-V Certificates shall be
issuable in minimum denominations of not less than a 100% Percentage Interest,
except as provided in Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-P and Class A-V
Certificates, shall initially be issued as one or more Certificates registered
in the name of the Depository or its nominee and, except as provided below,
registration of such Certificates may not be transferred by the Trustee except
to another Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. The Certificate Owners
shall hold their respective Ownership Interests in and to each of the Class A
Certificates, other than the Class A-P and Class A-V 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-V Certificates, may exchange such Holder's Class A-V Certificates for
Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit Q executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated REMIC Regular Interests corresponding to the
Class A-V Certificates so surrendered for exchange. Any Subclass so issued shall
bear a numerical designation commencing with Class A-V-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-V Subclass Notional Amount and the initial
Pass-Through Rate on a Subclass as set forth in such Request for Exchange and
the Trustee shall have no duty to determine if any Uncertificated REMIC II
Regular Interest designated on a Request for Exchange corresponds to a Subclass
which has previously been issued. Each Subclass so issued shall be substantially
in the form set forth in Exhibit A and shall, on original issue, be executed and
delivered by the Trustee to the Certificate Registrar for authentication and
delivery in accordance with Section 5.01(a). Every Certificate presented or
surrendered for transfer or exchange by the initial Holder shall (if so required
by the Trustee or the Certificate Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer attached to such Certificate and
shall be completed to the satisfaction of the Trustee and the Certificate
Registrar duly executed by, the initial Holder thereof or his attorney duly
authorized in writing. The Certificates of any Subclass of Class A-V
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 A-P, Class A-V, Class M, Class B or Class R
Certificate, upon satisfaction of the conditions set forth below, and in the
case of any other Certificate, the Trustee shall execute and the Certificate
Registrar shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates of a like Class and
aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class (or Subclass)
and aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for transfer or exchange shall (if so required by the
Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by
a written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities Act
of 1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. Except as provided in Section 5.02(e), in the
event that a transfer of a Class B Certificate is to be made either (i)(A) the
Trustee shall require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Company that such transfer may be
made pursuant to an exemption, describing the applicable exemption and the basis
therefor, from said Act and laws or is being made pursuant to said Act and laws,
which Opinion of Counsel shall not be an expense of the Trustee, the Company or
the Master Servicer (except that, if such transfer is made by the Company or the
Master Servicer or any Affiliate thereof, the Company or the Master Servicer
shall provide such Opinion of Counsel at their own expense); provided that such
Opinion of Counsel will not be required in connection with the initial transfer
of any such Certificate by the Company or any Affiliate thereof to the Company
or an Affiliate of the Company and (B) the Trustee shall require the transferee
to execute a representation letter, substantially in the form of Exhibit J-1
hereto, and the Trustee shall require the transferor to execute a representation
letter, substantially in the form of Exhibit K hereto, each acceptable to and in
form and substance satisfactory to the Company and the Trustee certifying to the
Company and the Trustee the facts surrounding such transfer, which
representation letters shall not be an expense of the Trustee, the Company or
the Master Servicer; provided, however, that such representation letters will
not be required in connection with any transfer of any such Certificate by the
Company or any Affiliate thereof to the Company or an Affiliate of the Company,
and the Trustee shall be entitled to conclusively rely upon a representation
(which, upon the request of the Trustee, shall be written representation) from
the Company, of the status of such transferee as an Affiliate of the Company or
(ii) the prospective transferee of such a Certificate shall be required to
provide the Trustee, the Company and the Master Servicer with an investment
letter substantially in the form of Exhibit L attached hereto (or such other
form as the Company in its sole discretion deems acceptable), which investment
letter shall not be an expense of the Trustee, the Company or the Master
Servicer, and which investment letter states that, among other things, such
transferee (A) is a "qualified institutional buyer" as defined under Rule 144A,
acting for its own account or the accounts of other "qualified institutional
buyers" as defined under Rule 144A, and (B) is aware that the proposed
transferor intends to rely on the exemption from registration requirements under
the Securities Act of 1933, as amended, provided by Rule 144A. The Holder of any
such Certificate desiring to effect any such transfer, sale, pledge or other
disposition shall, and does hereby agree to, indemnify the Trustee, the Company,
the Master Servicer and the Certificate Registrar against any liability that may
result if the transfer, sale, pledge or other disposition is not so exempt or is
not made in accordance with such federal and state laws.
(e)(i) In the case of any Class M, Class B or Class R Certificate
presented for registration in the name of any Person, either (i) the Trustee
shall require an Opinion of Counsel acceptable to and in form and substance
satisfactory to the Trustee, the Company and the Master Servicer to the effect
that the purchase or holding of such Class M, Class B or Class R Certificate is
permissible under applicable law, will not constitute or result in any
non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of
the Code (or comparable provisions of any subsequent enactments), and will not
subject the Trustee, the Company or the Master Servicer to any obligation or
liability (including obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in this Agreement, which Opinion of
Counsel shall not be an expense of the Trustee, the Company or the Master
Servicer or (ii) the prospective transferee shall be required to provide the
Trustee, the Company and the Master Servicer with a certification to the effect
set forth in paragraph six of Exhibit J-1 (with respect to any Class B
Certificate), Exhibit J-2 (with respect to any Class M Certificate) or with a
certification to the effect set forth in paragraph fourteen of Exhibit I-1 (with
respect to any Class R Certificate), which the Trustee may rely upon without
further inquiry or investigation, or such other certifications as the Trustee
may deem desirable or necessary in order to establish that such transferee or
the Person in whose name such registration is requested (a) either is not an
employee benefit plan or other plan subject to the prohibited transaction
provisions of ERISA or Section 4975 of the Code, or any Person (including an
investment manager, a named fiduciary or a trustee of any such plan) who is
using "plan assets" of any such plan to effect such acquisition (each, a "Plan
Investor") or (b) in the case of any Class M Certificate or Class B Certificate,
the following conditions are satisfied: (i) such Transferee is an insurance
company, (ii) the source of funds used to purchase or hold such Certificate (or
interest therein) is an "insurance company general account" (as defined in U.S.
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60, and
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied (each entity that satisfies this clause (b), a "Complying Insurance
Company").
(ii) Notwithstanding the foregoing, an Opinion of Counsel or
certification will not be required with respect to the transfer of any Class M
Certificate to a Depository, or for any subsequent transfer of a Class M
Certificate for so long as such Certificate is a Book-Entry Certificate (each
such class M Certificate a "Book-Entry Mezzanine Certificate"). Any Transferee
of a Book-Entry Mezzanine Certificate will be deemed to have represented by
virtue of its purchase or holding of such Certificate (or interest therein) that
either (a) such Transferee is not a Plan Investor or (b) such Transferee is a
Complying Insurance Company).
(iii) (A) If any Book-Entry Mezzanine Certificate (or any interest
therein) is acquired or held in violation of the provisions of Section (ii)
above, then the last preceding Transferee that either (i) is not a Plan Investor
or (ii) is a Complying Insurance Company shall be restored, to the extent
permitted by law, to all rights and obligations as Certificate Owner thereof
retroactive to the date of such Transfer of such Certificate. The Trustee shall
be under no liability to any Person for making any payments due on such
Certificate to such preceding Transferee.
(B) Any purported Certificate Owner whose acquisition or holding
of any Book-Entry Mezzanine Certificate (or interest therein) was effected in
violation of the restrictions in this Section 5.02(e) shall indemnify and hold
harmless the Company, the Trustee, the Master Servicer, any Subservicer, and the
Trust Fund from and against any and all liabilities, claims, costs or expenses
incurred by such parties as a result of such acquisition or holding.
(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
Regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an
Ownership Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a "pass-through
interest holder."
(ii) The Trustee will register the Transfer of any Class R Certificate
only if it shall have received the Transfer Affidavit and Agreement, a
certificate of the Holder requesting such transfer in the form attached hereto
as Exhibit I-2 and all of such other documents as shall have been reasonably
required by the Trustee as a condition to such registration. Transfers of the
Class R Certificates to Persons other than Permitted Transferees are prohibited.
(iii) (A) If any Person other than a Permitted Transferee shall become a
holder of a Class R Certificate, then the last preceding Permitted Transferee
shall be restored, to the extent permitted by law, to all rights and obligations
as Holder thereof retroactive to the date of registration of such Transfer of
such Class R Certificate. If a Non-United States Person shall become a holder of
a Class R Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and obligations as
Holder thereof retroactive to the date of registration of such Transfer of such
Class R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulation Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be restored, to the
extent permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class R
Certificate. The Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in fact not permitted
by this Section 5.02(f) or for making any payments due on such Certificate to
the holder thereof or for taking any other action with respect to such holder
under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a Class R
Certificate in violation of the restrictions in this Section 5.02(f) and to the
extent that the retroactive restoration of the rights of the Holder of such
Class R Certificate as described in clause (iii)(A) above shall be invalid,
illegal or unenforceable, then the Master Servicer shall have the right, without
notice to the holder or any prior holder of such Class R Certificate, to sell
such Class R Certificate to a purchaser selected by the Master Servicer on such
terms as the Master Servicer may choose. Such purported Transferee shall
promptly endorse and deliver each Class R Certificate in accordance with the
instructions of the Master Servicer. Such purchaser may be the Master Servicer
itself or any Affiliate of the Master Servicer. The proceeds of such sale, net
of the commissions (which may include commissions payable to the Master Servicer
or its Affiliates), expenses and taxes due, if any, will be remitted by the
Master Servicer to such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the sole discretion of
the Master Servicer, and the Master Servicer shall not be liable to any Person
having an Ownership Interest in a Class R Certificate as a result of its
exercise of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make available,
upon written request from the Trustee, all information necessary to compute any
tax imposed (A) as a result of the Transfer of an Ownership Interest in a Class
R Certificate to any Person who is not a Permitted Transferee, including the
information regarding "excess inclusions" of such Class R Certificates required
to be provided to the Internal Revenue Service and certain Persons as described
in Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5), and (B) as a
result of any regulated investment company, real estate investment trust, common
trust fund, partnership, trust, estate or organization described in Section 1381
of the Code that holds an Ownership Interest in a Class R Certificate having as
among its record holders at any time any Person who is a Disqualified
Organization. Reasonable compensation for providing such information may be
required by the Master Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to this clause
(v) may be modified, added to or eliminated, provided that there shall have been
delivered to the Trustee the following:
(A) written notification from each Rating Agency to the effect
that the modification, addition to or elimination of such provisions will
not cause such Rating Agency to downgrade its then-current ratings, if
any, of any Class of the Class A, Class M, Class B or Class R Certificates
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency; and
(B) subject to Section 10.01(f), a certificate of the Master
Servicer stating that the Master Servicer has received an Opinion of
Counsel), in form and substance satisfactory to the Master Servicer, to
the effect that such modification, addition to or absence of such
provisions will not cause the Trust Fund to cease to qualify as a REMIC
and will not cause (x) the Trust Fund to be subject to an entity-level tax
caused by the Transfer of any Class R Certificate to a Person that is not
a Permitted Transferee or (y) a Certificateholder or another Person to be
subject to a REMIC-related tax caused by the Transfer of a Class R
Certificate to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 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, Financial Security, the
Certificate Registrar and any agent of the Company, the Master Servicer, the
Trustee, Financial Security or the Certificate Registrar may treat the Person in
whose name any Certificate is registered as the owner of such Certificate for
the purpose of receiving distributions pursuant to Section 4.02 and for all
other purposes whatsoever, and neither the Company, the Master Servicer, the
Trustee, Financial Security, the Certificate Registrar nor any agent of the
Company, the Master Servicer, the Trustee, Financial Security or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
Section 5.05. Appointment of Paying Agent .
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates .
(a) On any Distribution Date on which the Pool Stated Principal Balance is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the sum of the outstanding Certificate Principal Balance of such Certificates
plus the sum of one month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates
is anticipated to be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency of
the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section 5.06(a) by the Holders thereof, the Trustee shall distribute
to such Holders an amount equal to the outstanding Certificate Principal Balance
thereof plus the sum of one month's Accrued Certificate Interest thereon and any
previously unpaid Accrued Certificate Interest with respect thereto and any
Prepayment Interest Shortfalls allocated to the Insured Certificates to the
extent covered by the Insured Reserve Fund or a Guaranteed Distribution.
(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.
<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.
<PAGE>
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 12.01(b)(i), (ii) or (iii). Upon any such waiver of a default or Event
of Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
<PAGE>
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 its part, arising out of, or in connection
with, the acceptance and administration of the Trust Fund, including the costs
and expenses (including reasonable legal fees and expenses) of defending itself
against any claim in connection with the exercise or performance of any of its
powers or duties under this Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given
the Master Servicer written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in preparing
such defense; and
(iii) notwithstanding anything in this Agreement to the contrary,
the Master Servicer shall not be liable for settlement of any claim by the
Trustee entered into without the prior consent of the Master Servicer
which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Master
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee .
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee .
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on such Certificates.
(c) The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee and appoint a successor trustee by
written instrument or instruments, in triplicate, signed by such Holders or
their attorneys-in-fact duly authorized, one complete set of which instruments
shall be delivered to the Company, one complete set to the Trustee so removed
and one complete set to the successor so appointed.
(d) Any resignation or removal of the Trustee and appointment of a
successor trustee pursuant to any of the provisions of this Section shall become
effective upon acceptance of appointment by the successor trustee as provided in
Section 8.08.
Section 8.08. Successor Trustee .
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee .
Any corporation or national banking association into which the Trustee may
be merged or converted or with which it may be consolidated or any corporation
or national banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
national banking association succeeding to the business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation or national
banking association shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. The
Trustee shall mail notice of any such merger or consolidation to the
Certificateholders at their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee .
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers, duties, obligations, rights and trusts as the Master Servicer
and the Trustee may consider necessary or desirable. If the Master Servicer
shall not have joined in such appointment within 15 days after the receipt by it
of a request so to do, or in case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 8.06 hereunder and no notice to
Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians .
The Trustee may, with the consent of the Master Servicer and the Company
appoint one or more Custodians who are not Affiliates of the Company, the Master
Servicer or any Seller to hold all or a portion of the Mortgage Files as agent
for the Trustee, by entering into a Custodial Agreement. Subject to Article
VIII, the Trustee agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 12.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
Section 8.12. Appointment of Office or Agency .
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at 14 Wall Street, New
York, New York 10005 for the purpose of keeping the Certificate Register. The
Trustee will maintain an office at the address stated in Section 12.05(c) hereof
where notices and demands to or upon the Trustee in respect of this Agreement
may be served.
<PAGE>
ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or
the Company or Liquidation of All Mortgage Loans .
(a) Subject to Section 9.03, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in the
Trust Fund or the disposition of all property acquired upon foreclosure or
deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage Loan
remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to which
title has been acquired if such fair market value is less than such unpaid
principal balance (net of any unreimbursed Advances attributable to
principal) on the day of repurchase plus accrued interest thereon at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of any
Modified Mortgage Loan), as reduced by any Servicing Modification that
constituted an interest rate reduction to, but not including, the first
day of the month in which such repurchase price is distributed, provided,
however, that in no event shall the trust created hereby continue beyond
the expiration of 21 years from the death of the last survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James, living on the date hereof and provided further
that the purchase price set forth above shall be increased as is
necessary, as determined by the Master Servicer, to avoid disqualification
of 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
Certificates, Class M Certificates, Class B Certificates and Class R
Certificates, that payment will be made only upon presentation and
surrender of the Certificates at the office or agency of the Trustee
therein specified.
If the Master Servicer or the Company, as applicable, is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Class A, Class M, Class B and the Class R
Certificates, upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's or the Company's election
to repurchase, or (ii) if the Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with respect to each
Certificate the outstanding Certificate Principal Balance thereof, plus one
month's Accrued Certificate Interest and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in Section 4.02(a) and
any Prepayment Interest Shortfalls allocated to the Insured Certificates to the
extent covered by the Insured Reserve Fund or a Guaranteed Distribution, 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.
<PAGE>
ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration .
(a) 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, the Uncertificated REMIC I Regular Interests shall be
designated as the "regular interests" and the Class R-I Certificates shall be
designated as the sole class of "residual interest" in the REMIC I. For the
purposes of the REMIC II election in respect of the Trust Fund, the Class A
Certificates (other than the Class A-V Certificates), Class M Certificates 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 a 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, respectively.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate representing
a 0.01% Percentage Interest of all Class R-I Certificates and Class R-II
Certificates and shall be designated as "the tax matters person" with respect to
the Trust Fund in the manner provided under Treasury regulations section
1.860F-4(d) and Treasury regulations section 301.6231(a)(7)-1. The REMIC
Administrator, as tax matters person, shall (i) act on behalf of REMIC I and
REMIC II in relation to any tax matter or controversy involving the Trust Fund
and (ii) represent the Trust Fund in any administrative or judicial proceeding
relating to an examination or audit by any governmental taxing authority with
respect thereto. The legal expenses, including without limitation attorneys' or
accountants' fees, and costs of any such proceeding and any liability resulting
therefrom shall be expenses of the Trust Fund and the REMIC Administrator shall
be entitled to reimbursement therefor out of amounts attributable to the
Mortgage Loans on deposit in the Custodial Account as provided by Section 3.10
unless such legal expenses and costs are incurred by reason of the REMIC
Administrator's willful misfeasance, bad faith or gross negligence. If the REMIC
Administrator is no longer the Master Servicer hereunder, at its option the
REMIC Administrator may continue its duties as REMIC Administrator and shall be
paid reasonable compensation, not to exceed $3,000 per year, by any successor
Master Servicer hereunder for so acting as the REMIC Administrator.
(d) The REMIC Administrator shall prepare or cause to be prepared all of
the Tax Returns that it determines are required with respect to either REMIC I
or REMIC II created hereunder and deliver such Tax Returns in a timely manner to
the Trustee and the Trustee shall sign and file such Tax Returns in a timely
manner. The expenses of preparing such returns shall be borne by the REMIC
Administrator without any right of reimbursement therefor. The REMIC
Administrator agrees to indemnify and hold harmless the Trustee with respect to
any tax or liability arising from the Trustee's signing of Tax Returns that
contain errors or omissions. The Trustee and Master Servicer shall promptly
provide the REMIC Administrator with such information, within their respective
control, as the REMIC Administrator may from time to time request for the
purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class
R Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each of REMIC I and
REMIC II.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause each of REMIC I and REMIC II created hereunder to take
such actions as are reasonably within the Master Servicer's or the REMIC
Administrator's control and the scope of its duties more specifically set forth
herein as shall be necessary or desirable to maintain the status thereof as
REMICs under the REMIC Provisions (and the Trustee shall assist the Master
Servicer and the REMIC Administrator, to the extent reasonably requested by the
Master Servicer and the REMIC Administrator to do so). The Master Servicer and
the REMIC Administrator shall not knowingly or intentionally take any action,
cause each of REMIC I and REMIC II to take any action or fail to take (or fail
to cause to be taken) any action reasonably within their respective control,
that, under the REMIC Provisions, if taken or not taken, as the case may be,
could (i) endanger the status of either REMIC I or REMIC II as a REMIC or (ii)
result in the imposition of a tax upon each of REMIC I and REMIC II (including
but not limited to the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in
Section 860G(d) of the Code) (either such event, in the absence of an Opinion of
Counsel or the indemnification referred to in this sentence, an "Adverse REMIC
Event") unless the Master Servicer or the REMIC Administrator, as applicable,
has received an Opinion of Counsel (at the expense of the party seeking to take
such action or, if such party fails to pay such expense, and the Master Servicer
or the REMIC Administrator, as applicable, determines that taking such action is
in the best interest of the Trust Fund and the Certificateholders, at the
expense of the Trust Fund, but in no event at the expense of the Master
Servicer, the REMIC Administrator or the Trustee) to the effect that the
contemplated action will not, with respect to each of REMIC I and REMIC II
created hereunder, endanger such status or, unless the Master Servicer, the
REMIC Administrator, or both, as applicable, determine in its or their sole
discretion to indemnify the Trust Fund against the imposition of such a tax,
result in the imposition of such a tax. Wherever in this Agreement a
contemplated action may not be taken because the timing of such action might
result in the imposition of a tax on the Trust Fund, or may only be taken
pursuant to an Opinion of Counsel that such action would not impose a tax on the
Trust Fund, such action may nonetheless be taken provided that the indemnity
given in the preceding sentence with respect to any taxes that might be imposed
on the Trust Fund has been given and that all other preconditions to the taking
of such action have been satisfied. The Trustee shall not take or fail to take
any action (whether or not authorized hereunder) as to which the Master Servicer
or the REMIC Administrator, as applicable, has advised it in writing that it has
received an Opinion of Counsel to the effect that an Adverse REMIC Event could
occur with respect to such action. In addition, prior to taking any action with
respect to the REMIC I or REMIC II or their assets, or causing REMIC I and REMIC
II to take any action, which is not expressly permitted under the terms of this
Agreement, the Trustee will consult with the Master Servicer or the REMIC
Administrator, as applicable, or its designee, in writing, with respect to
whether such action could cause an Adverse REMIC Event to occur with respect to
REMIC I and REMIC II, and the Trustee shall not take any such action or cause
REMIC I and REMIC II to take any such action as to which the Master Servicer or
the REMIC Administrator, as applicable, has advised it in writing that an
Adverse REMIC Event could occur. The Master Servicer or the REMIC Administrator,
as applicable, may consult with counsel to make such written advice, and the
cost of same shall be borne by the party seeking to take the action not
expressly permitted by this Agreement, but in no event at the expense of the
Master Servicer or the REMIC Administrator. At all times as may be required by
the Code, the Master Servicer will to the extent within its control and the
scope of its duties more specifically set forth herein, maintain substantially
all of the assets of REMIC I or REMIC II or their assets as "qualified
mortgages" as defined in Section 860G(a)(3) of the Code and "permitted
investments" as defined in Section 860G(a)(5) of the Code.
(g) In the event that any tax is imposed on "prohibited transactions" of
the Trust Fund created hereunder as defined in Section 860F(a)(2) of the Code,
on "net income from foreclosure property" of REMIC I and REMIC II as defined in
Section 860G(c) of the Code, on any contributions to REMIC I and REMIC II after
the Startup Day therefor pursuant to Section 860G(d) of the Code, or any other
tax is imposed by the Code or any applicable provisions of state or local tax
laws, such tax shall be charged (i) to the Master Servicer, if such tax arises
out of or results from a breach by the Master Servicer of any of its obligations
under this Agreement or the Master Servicer has in its sole discretion
determined to indemnify the Trust Fund against such tax, (ii) to the Trustee, if
such tax arises out of or results from a breach by the Trustee of any of its
obligations under this Article X, or otherwise (iii) against amounts on deposit
in the Custodial Account as provided by Section 3.10 and on the Distribution
Date(s) following such reimbursement the aggregate of such taxes shall be
allocated in reduction of the Accrued Certificate Interest on each Class
entitled thereto in the same manner as if such taxes constituted a Prepayment
Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to REMIC I and REMIC II on a
calendar year and on an accrual basis or as otherwise may be required by the
REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the Trustee
shall accept any contributions of assets to REMIC I and REMIC II unless (subject
to Section 10.01(f)) the Master Servicer and the Trustee shall have received an
Opinion of Counsel (at the expense of the party seeking to make such
contribution) to the effect that the inclusion of such assets in REMIC I and
REMIC II will not cause REMIC I and REMIC II to fail to qualify as REMICs at any
time that any Certificates are outstanding or subject REMIC I and REMIC II to
any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
(j) Neither the Master Servicer nor the Trustee shall (subject to Section
10.01(f)) enter into any arrangement by which REMIC I and REMIC II will receive
a fee or other compensation for services nor permit either such REMIC to receive
any income from assets other than "qualified mortgages" as defined in Section
860G(a)(3) of the Code or "permitted investments" as defined in Section
860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the Treasury
Regulations, the "latest possible maturity date" of each "regular interest" in
REMIC II is October 25, 2028.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for REMIC I and REMIC II.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of REMIC I and REMIC II, (iii) the
termination of REMIC I and REMIC II pursuant to Article IX of this Agreement or
(iv) a purchase of Mortgage Loans pursuant to Article II or III of this
Agreement) nor acquire any assets for REMIC I and REMIC II, nor sell or dispose
of any investments in the Custodial Account or the Certificate Account for gain
nor accept any contributions to REMIC I and REMIC II after the Closing Date
unless it has received an Opinion of Counsel that such sale, disposition,
substitution or acquisition will not (a) affect adversely the status of REMIC I
and REMIC II as REMICs or (b) unless the Master Servicer has determined in its
sole discretion to indemnify REMIC I and REMIC II against such tax, cause the
Trust Fund to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
<PAGE>
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification .
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC
Administrator and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys' fees imposed on or incurred by the Trust
Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X with
respect to compliance with the REMIC Provisions, including, without limitation,
any penalties arising from the Trustee's execution of Tax Returns prepared by
the REMIC Administrator that contain errors or omissions; provided, however,
that such liability will not be imposed to the extent such breach is a result of
an error or omission in information provided to the REMIC Administrator by the
Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company 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.
<PAGE>
ARTICLE XI
CERTAIN MATTERS
REGARDING FINANCIAL SECURITY
Section 11.01. Rights of Financial Security to Exercise Rights of
Insured Certificateholders .
By accepting its Certificate, each Insured Certificateholder agrees that
unless a Financial Security Default exists, Financial Security shall have the
right to exercise all consent, voting, direction and other control rights of the
Insured Certificateholders under this Agreement without any further consent of
the Insured Certificateholders.
Section 11.02. Claims Upon the FSA Policy; FSA Policy Payments
Account .
(a) If, on the Business Day next succeeding the Determination Date, the
Master Servicer determines that (i) the funds that will be on deposit in the
Certificate Account on the related Certificate Account Deposit Date, to the
extent distributable to the Insured Certificateholders pursuant to Section
4.02(a)(i), together with any Insured Reserve Withdrawal or withdrawal from the
FSA Reserve Account for the related Distribution Date, are insufficient to pay
the full amount of interest for the related Interest Accrual Period on the
Certificate Principal Balance of the Insured Certificates at the related
Pass-Through Rate (net of (a) any Prepayment Interest Shortfalls allocated to
the Insured Certificates but only to the extent covered by the Master Servicer
pursuant to Section 3.16(e) or the Insured Reserve Fund and (b) any interest
shortfalls relating to the Soldiers' and Sailors' Relief Act of 1940, as amended
or similar legislation or regulations as in effect from time to time) on such
Distribution Date, (ii) the principal portion of any Realized Loss is allocated
to the Insured Certificates on such Distribution Date or (iii) the funds
available in connection with an optional termination of the Trust Fund pursuant
to Section 5.06 or Section 9.01 or on the Final Distribution Date will be
insufficient to reduce the Certificate Principal Balances of the Insured
Certificates to zero, the Master Servicer shall deliver to the Trustee not later
than 1:00 p.m. New York City time on the Business Day next succeeding the
Determination Date a certificate signed by a Servicing Officer directing the
Trustee to draw on the FSA Policy and stating the amount to be drawn and stating
the Guaranteed Distribution Amount for the Insured Certificates, and the Trustee
shall give notice by telephone or telecopy of the aggregate amount of such
deficiency, confirmed in writing in the form set forth as Exhibit A to the
endorsement of the FSA Policy, to Financial Security and the Fiscal Agent (as
defined in the FSA Policy), if any, at or before 12:00 noon, New York City time,
on the Business Day prior to such Distribution Date. If, subsequent to such
notice, and prior to payment by Financial Security pursuant to such notice,
additional amounts are deposited in the Certificate Account, the Trustee shall
reasonably promptly notify Financial Security and withdraw the notice or reduce
the amount claimed, as appropriate.
(b) The Trustee shall establish a separate special purpose trust account
for the benefit of Holders of the Insured Certificates and Financial Security
referred to herein as the "FSA Policy Payments Account" over which the Trustee
shall have exclusive control and sole right of withdrawal. The Trustee shall
deposit any amount paid under the FSA Policy in the FSA Policy Payments Account
and distribute such amount only for purposes of payment to Holders of Insured
Certificates of the Guaranteed Distribution for which a claim was made. Such
amount may not be applied to satisfy any costs, expenses or liabilities of the
Master Servicer, the Trustee or the Trust Fund. Amounts paid under the FSA
Policy shall be transferred to the Certificate Account in accordance with the
next succeeding paragraph and disbursed by the Trustee to Holders of
Certificates in accordance with Section 4.02, Section 5.06(c) or Section
9.01(c), as applicable. It shall not be necessary for such payments to be made
by checks or wire transfers separate from the checks or wire transfers used to
pay the Guaranteed Distribution with other funds available to make such payment.
However, the amount of any payment of principal of or interest on the Insured
Certificates to be paid from funds transferred from the FSA Policy Payments
Account shall be noted as provided in paragraph (c) below and in the statement
to be furnished to Holders of the Certificates pursuant to Section 4.03. Funds
held in the FSA Policy Payments Account shall not be invested by the Master
Servicer.
On any Distribution Date with respect to which a claim has been made under
the FSA Policy, the amount of any funds received by the Trustee as a result of
any claim under the FSA Policy, to the extent required to make the Guaranteed
Distribution on such Distribution Date shall be withdrawn from the FSA Policy
Payments Account and deposited in the Certificate Account and applied by the
Master Servicer on behalf of the Trustee, together with the other funds to be
distributed to the Insured Certificateholders pursuant to Section 4.02, directly
to the payment in full of the Guaranteed Distribution due on the Insured
Certificates. Any funds remaining in the FSA Policy Payments Account on the
first Business Day following a Distribution Date shall be remitted to Financial
Security, pursuant to the instructions of Financial Security, by the end of such
Business Day.
(c) The Trustee shall keep a complete and accurate record of the amount of
interest and principal paid into the FSA Policy Payments Account in respect of
any Insured Certificate from moneys received under the FSA Policy. Financial
Security shall have the right to inspect such records at reasonable times during
normal business hours upon two Business Day's prior notice to the Trustee.
Section 11.03. Effect of Payments by Financial Security; Subrogations .
Anything herein to the contrary notwithstanding, for purposes of this
Section 11.03, any payment with respect to principal of or interest on the
Insured Certificates which is made with monies received pursuant to the terms of
the FSA Policy shall not be considered payment of the Insured Certificates from
the Trust Fund. The Master Servicer and the Trustee acknowledge, and each Holder
by its acceptance of an Insured Certificate agrees, that without the need for
any further action on the part of Financial Security, the Master Servicer, the
Trustee or the Certificate Registrar, to the extent Financial Security makes
payments, directly or indirectly, on account of principal of or interest on the
Insured Certificates to the Holders of such Certificates, Financial Security
will be fully subrogated to, and each Insured Certificateholder, the Master
Servicer and the Trustee hereby delegate and assign to Financial Security, to
the fullest extent permitted by law, the rights of such Holders to receive such
principal and interest from the Trust Fund; provided that Financial Security
shall be paid such amounts only from the sources and in the manner explicitly
provided for herein.
The Trustee and the Master Servicer shall cooperate in all respects with
any reasonable request by Financial Security for action to preserve or enforce
Financial Security's rights or interests under this Agreement without limiting
the rights or affecting the interests of the Holders as otherwise set forth
herein.
Section 11.04. Notices and Information to Financial Security .
(a) All notices, statements, reports, certificates or opinions required by
this Agreement to be sent to any other party hereto or to the Certificateholders
shall also be sent to Financial Security.
(b) The Master Servicer shall designate a Person who shall be available to
Financial Security to provide reasonable access to information regarding the
Mortgage Loans.
Section 11.05. Trustee to Hold FSA Policy .
The Trustee will hold the FSA Policy in trust as agent for the Insured
Certificateholders for the purpose of making claims thereof and distributing the
proceeds thereof. Neither the FSA Policy, nor the amounts paid on the FSA Policy
will constitute part of the Trust Fund or assets of either REMIC I or REMIC II
created by this Agreement. Each Insured Certificateholder, by accepting its
Certificate, appoints the Trustee as attorney-in-fact for the purpose of making
claims on the FSA Policy. The Trustee shall surrender the FSA Policy to
Financial Security for cancellation upon the expiration of the term of the FSA
Policy as provided in the FSA Policy following the retirement of the Insured
Certificates. To the extent that the FSA Policy constitutes a reserve fund for
federal income tax purposes, (1) it shall be an outside credit support agreement
and not an asset of either REMIC I or REMIC II and (2) it shall be owned by
Financial Security, all within the meaning of Section 1.860G-2(h) of the
Treasury Regulations.
Section 11.06. FSA Reserve Account .
The Trustee, as agent for Financial Security, shall on each Distribution
Date put one fourth of the Insurance Premium in an account, in the name of
Financial Security Assurance Inc., which shall be called the FSA Reserve
Account. If the Master Servicer directs the Trustee to make a draw on the FSA
Policy by delivering the certificate described in Section 11.02(a), the Trustee
shall, unless otherwise directed by Financial Security, withdraw the amount of
such claim from the FSA Reserve Account and transfer it to the FSA Policy
Payments Account. Any such transfer shall be treated as a payment by Financial
Security on the FSA Policy and shall be reported to Financial Security on a
Notice of Claim in the form attached to the endorsement to the FSA Policy. The
FSA Reserve Account is the property of Financial Security. Amounts in the FSA
Reserve Account shall be invested at the direction of Financial Security (and
such investments need not be Permitted Investments). Gains and losses on such
investments shall be allocated to the FSA Reserve Account. Financial Security
may at any time, by written direction to the Trustee, (i) increase or decrease
amounts deposited in the FSA Reserve Account or discontinue such deposits, or
(ii) direct that all or any portion of the FSA Reserve Account be withdrawn and
paid to it or upon its direction. Unless otherwise directed by Financial
Security, the Trustee shall pay any remaining balance in the FSA Reserve Account
to Financial Security upon retirement of the Insured Certificates.
Section 11.07. Payment of Insurance Premium .
Unless otherwise designated in writing by the President or a Managing
Director of Financial Security to the Trustee, the Insurance Premium to be paid
pursuant to Section 4.02(a) shall be paid by the Trustee to Financial Security
by wire transfer with the following details specifically stated in the wire
transfer:
Bank: The Bank of New York
ABA Number: 021000018
For the account of: Financial Security Assurance Inc.
Account Number: 8900297263
Policy Number: 50766-N
<PAGE>
ARTICLE XII
MISCELLANEOUS PROVISIONS
Section 12.01. Amendment .
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Company, the Master Servicer and the Trustee, without the consent of
any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein or
to correct any error,
(iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or desirable to maintain the qualification of
the Trust Fund as a REMIC at all times that any Certificate is outstanding
or to avoid or minimize the risk of the imposition of any tax on the Trust
Fund pursuant to the Code that would be a claim against the Trust Fund,
provided that the Trustee has received an Opinion of Counsel to the effect
that (A) such action is necessary or desirable to maintain such
qualification or to avoid or minimize the risk of the imposition of any
such tax and (B) such action will not adversely affect in any material
respect the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests
of any Certificateholder and (C) such change shall not result in a
reduction of the rating assigned to any Class of Certificates below the
lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from each
Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section 5.02(f)
or any other provision hereof restricting transfer of the Class R-I
Certificates and Class R-II Certificates, by virtue of their being the
"residual interests" in REMIC I and REMIC II, respectively, provided that
(A) such change shall not result in reduction of the rating assigned to
any such Class of Certificates below the lower of the then-current rating
or the rating assigned to such Certificates as of the Closing Date, as
evidenced by a letter from each Rating Agency to such effect, and (B) such
change shall not (subject to Section 10.01(f)), as evidenced by an Opinion
of Counsel (at the expense of the party seeking so to modify, eliminate or
add such provisions), cause either the Trust Fund or any of the
Certificateholders (other than the transferor) to be subject to a federal
tax caused by a transfer to a Person that is not a Permitted Transferee,
or
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement which
shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an Opinion
of Counsel, adversely affect in any material respect the interests of any
Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from
time to time by the Company, the Master Servicer and the Trustee with the
consent of the Holders of Certificates evidencing in the aggregate not less than
66% of the Percentage Interests of each Class of Certificates affected thereby,
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of this Agreement or such Custodial Agreement
or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate without
the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment, in any
such case without the consent of the Holders of all Certificates of such
Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause either REMIC I or REMIC II to fail to qualify as
a REMIC at any time that any Certificate is outstanding. The Trustee may but
shall not be obligated to enter into any amendment pursuant to this Section that
affects its rights, duties and immunities and this agreement or otherwise;
provided however, such consent shall not be unreasonably withheld.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 12.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal income tax purposes, (i) any reserve fund so established shall be an
outside reserve fund and not an asset of the Trust Fund, (ii) any such reserve
fund shall be owned by the Company, and (iii) amounts transferred by the Trust
Fund to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of Treasury
Regulation Section 1.860G-2(h) as it reads as of the Cut-off Date. In connection
with the provision of any such instrument or fund, this Agreement and any
provision hereof may be modified, added to, deleted or otherwise amended in any
manner that is related or incidental to such instrument or fund or the
establishment or administration thereof, such amendment to be made by written
instrument executed or consented to by the Company but without the consent of
any Certificateholder and without the consent of the Master Servicer or the
Trustee being required unless any such amendment would impose any additional
obligation on, or otherwise adversely affect the interests of the Class A
Certificateholders, the Class R Certificateholders, the Class M
Certificateholders, the Master Servicer or the Trustee, as applicable; provided
that the Company obtains (subject to Section 10.01(f)) an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code and (b) either REMIC I or
REMIC II to fail to qualify as a REMIC at any time that any Certificate is
outstanding. In the event that the Company elects to provide such coverage in
the form of a limited guaranty provided by General Motors Acceptance
Corporation, the Company may elect that the text of such amendment to this
Agreement shall be substantially in the form attached hereto as Exhibit M (in
which case Residential Funding's Subordinate Certificate Loss Obligation as
described in such exhibit shall be established by Residential Funding's consent
to such amendment) and that the limited guaranty shall be executed in the form
attached hereto as Exhibit N, with such changes as the Company shall deem to be
appropriate; it being understood that the Trustee has reviewed and approved the
content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
Section 12.02. Recordation of Agreement; Counterparts .
(a) To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in
all the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of Holders of Certificates entitled to at least 25% of the Voting
Rights), but only upon direction accompanied by an Opinion of Counsel to the
effect that such recordation materially and beneficially affects the interests
of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
Section 12.03. Limitation on Rights of Certificateholders .
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any of the parties
hereto.
(b) No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision
of this Agreement to institute any suit, action or proceeding in equity or at
law upon or under or with respect to this Agreement, unless such Holder
previously shall have given to the Trustee a written notice of default and of
the continuance thereof, as hereinbefore provided, and unless also the Holders
of Certificates of any Class evidencing in the aggregate not less than 25% of
the related Percentage Interests of such Class, shall have made written request
upon the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section12.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 12.04. Governing Law .
This agreement and the Certificates shall be governed by and construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 12.05. Notices .
All demands and notices hereunder shall be in writing and shall be deemed
to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee which shall be deemed to have
been duly given only when received), to (a) in the case of the Company, 8400
Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota 55437, Attention:
President, or such other address as may hereafter be furnished to the Master
Servicer, Financial Security 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, Financial Security and the Trustee by the
Master Servicer in writing, (c) in the case of the Trustee, One First National
Plaza, Suite 0126, Chicago, Illinois 60670-0126, Attention: Residential Funding
Corporation Series 1998-S23 or such other address as may hereafter be furnished
to the Company, Financial Security 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, Financial Security and the Master Servicer in writing by Fitch
IBCA, (e) in the case of Standard & Poor's, 25 Broadway, New York, New York
10004 or such other address as may be hereafter furnished to the Company,
Trustee and Master Servicer by Standard & Poor's, and (f) in the case of
Financial Security, Financial Security Assurance Inc., 350 Park Avenue, New
York, New York 10022, Attention: Surveillance Department, Re: Residential
Funding Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1998-S30, (telecopy number (212)339-3518 or (212)339-3529) or such other number
or such other address as may hereafter be furnished to the Trustee, the Master
Servicer and the Company in writing by Financial Security. 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. In each case in which a notice or other communication to Financial
Security refers to a Financial Security Default or a claim under the FSA Policy
or with respect to which failure on the part of Financial Security to respond
shall be deemed to constitute consent or acceptance, then a copy of such notice
or other communication should also be sent to the attention of the General
Counsel and the Head-Financial Guaranty Group at Financial Security Assurance
Inc., 350 Park Avenue, New York, New York 10022 and shall be marked to indicate
"URGENT MATERIAL ENCLOSED". Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.
Section 12.06. 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,
(j) the repurchase of or substitution for any Mortgage Loan, and
(k) any Financial Security Default that has not been cured,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 12.07. Severability of Provisions .
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 12.08. Supplemental Provisions for Resecuritization .
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a new REMIC,
grantor trust or custodial arrangement (a "Restructuring Vehicle") to be held by
the Trustee pursuant to a Supplemental Article. The instrument adopting such
Supplemental Article shall be executed by the Company, the Master Servicer and
the Trustee; provided, that neither the Master Servicer nor the Trustee shall
withhold their consent thereto if their respective interests would not be
materially adversely affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any provisions of this Agreement
as to any of the Certificates initially issued hereunder, the adoption of the
Supplemental Article shall not constitute an "amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust or other entity not subject to taxation
for federal income tax purposes and (ii) the adoption of the Supplemental
Article will not endanger the status of REMIC I or REMIC II as REMICs or
(subject to Section 10.01(f)) result in the imposition of a tax upon REMIC I or
REMIC II (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
<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: Stephen Hynes
Title: Vice President
Attest:
Name: Randy Van Zee
Title: Vice President
RESIDENTIAL
FUNDING CORPORATION
[Seal]
By:
Name: Randy Van Zee
Title:
Director
Attest:
Name: Stephen Hynes
Title: Director
THE FIRST
NATIONAL BANK OF CHICAGO, as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of December, 1998 before me, a notary public in and
for said State, personally appeared Stephen Hynes, 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 30th day of December, 1998 before me, a notary public in and
for said State, personally appeared Randy Van Zee, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 30th day of December, 1998 before me, a notary public in and
for said State, personally appeared _________________, known to me to be an Vice
President of The First National Bank of Chicago, a national banking corporation
that executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS DECEMBER 30, 1998.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY
OF THE PASS-THROUGH RATE.]
A-1
<PAGE>
Certificate No. __ [_____%] [Adjustable][Variable] [Pass-Through
Rate] [Step Rate]
Class A-__ Senior
Date of Pooling and Servicing Percentage Interest: ____%
Agreement and Cut-off Date:
December 1, 1998
First Distribution Date: Aggregate Initial [Certificate Principal Balance]
January 25, 1999 [Notional Amount] of the Class A-__ Certificates:
$------------
Master Servicer: Initial [Certificate Principal
Residential Funding Corporation Balance] [Notional Amount] of this Certificate:
$------------
Assumed Final CUSIP _________
Distribution Date:
December 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-S30
evidencing a percentage interest in the distributions allocable to the
Class A-__ Certificates with respect to a Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Initial [Certificate Principal Balance] [Notional Amount] of this
Certificate by the aggregate Initial [Certificate Principal Balance] [Notional
Amount] of all Class A-___ Certificates, both as specified above) in certain
distributions with respect to the Trust Fund consisting primarily of an interest
in a pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the
A-2
<PAGE>
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and The First National Bank of Chicago as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of [interest
and] [principal], if any, required to be distributed to Holders of Class A-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial [Certificate Principal Balance] [Notional Amount] of this
Certificate is set forth above. The [Certificate Principal Balance] [Notional
Amount] hereof will be reduced to the extent of distributions allocable to
principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
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
A-3
<PAGE>
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
A-4
<PAGE>
or on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the maturity or other liquidation of the
last Mortgage Loan subject thereto or the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii)
the purchase by the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of such Mortgage
Loans, thereby effecting early retirement of the Certificates. The Agreement
permits, but does not require, the Master Servicer or the Company to (i)
purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the Pool Stated
Principal Balance of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: December 30, 1998 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
A-6
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named
above, or , as its agent.
A-7
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES [,] [AND] [CLASS R CERTIFICATES] [,] [AND CLASS M-1 CERTIFICATES]
[,] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED EITHER (A) 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 (B) 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 (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE
COMPANY, (II) 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 (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT SATISFIED THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
<PAGE>
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN)
THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH
TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A
PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE
RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND
OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE
DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL
BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS
DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
[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 DECEMBER 30, 1998. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $______________OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ______% AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $______________-_PER $1,000 OF
INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
B-2
<PAGE>
Certificate No. ___ ____% Pass-Through Rate
Class M- Mezzanine Aggregate Certificate
Principal Balance
of the Class M-__ Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
December 1, 1998 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
January 25, 1999
CUSIP: ____________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
December 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S30
evidencing a percentage interest in any distributions allocable to the
Class M-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class M-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National
B-3
<PAGE>
Bank of Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class M Certificate will be made unless the
Trustee has received either (a) 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 (b) 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 (a "Plan Investor"), or stating that (i) the transferee is
an insurance company, (ii) 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
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied (each entity that satisfies this clause (b), a "Complying Insurance
Company").
B-4
<PAGE>
Notwithstanding the above, with respect to the transfer of this
Certificate to a Depository or any subsequent transfer or any interest in this
Certificate for as long as this Certificate is held by the Depository, (i)
neither an opinion of counsel nor a certification, each as described in the
foregoing paragraph, shall be required, and (ii) the following conditions shall
apply:
1. Any Transferee of this Certificate will be deemed to have
represented by virtue of its purchase or holding of this
Certificate (or interest herein) that either (a) such
Transferee is not a Plan Investor or (b) such Transferee is a
Complying Insurance Company; and
2. If this Certificate (or any interest herein) is acquired or
held in violation of the provisions of the preceding
paragraph, then the last preceding Transferee that either (i)
is not a Plan Investor or (ii) is a Complying Insurance
Company shall be restored, to the extent permitted by law, to
all rights and obligations as Certificate Owner thereof
retroactive to the date of such Transfer of this Certificate.
The Trustee shall be under no liability to any Person for
making any payments due on this Certificate to such preceding
Transferee.
Any purported Certificate Owner whose acquisition or holding of this
Certificate (or interest herein) was effected in violation of the restrictions
in Section 5.02(e) of the Agreement shall indemnify and hold harmless the
Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund
from and against any and all liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.
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
B-5
<PAGE>
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)
B-6
<PAGE>
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-7
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: December 30, 1998 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
B-8
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named
above, or , as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES [,] [AND] [CLASS M CERTIFICATES] [,] [AND]
[CLASS B-1 CERTIFICATES] [AND] [CLASS B-2 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT
THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY
IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
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 DECEMBER 30, 1998. ASSUMING THAT THE
MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE,
THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
<PAGE>
Certificate No. __ ____ % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
December 1, 1998
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
January 25, 1999
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
December 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S30
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as
C-2
<PAGE>
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
C-3
<PAGE>
("ERISA") and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other things, that the transferee's acquisition of a Class B
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance company, the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
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
C-4
<PAGE>
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-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: December 30, 1998 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
C-6
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named
above, or , as its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED
BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH
<PAGE>
PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE
DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
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<PAGE>
Certificate No. ___ ____% Pass-Through Rate
Class [R-I] [R-II] Senior Aggregate Initial Certificate Principal
Balance of the Class [R-I] [R-II]
Certificates: $100.00
Date of Pooling and Servicing Percentage Interest: ______%
Agreement and Cut-off Date:
December 1, 1998
First Distribution Date: Initial Certificate Principal
January 25, 1999 Balance of this Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
December 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1998-S30
evidencing a percentage interest in any distributions allocable to the
Class [R-I] [R-II] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Initial Certificate Principal Balance of this Certificate by the
aggregate Initial Certificate Principal Balance of all Class [R-I] [R-II]
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
D-3
<PAGE>
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]
[R-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.
D-4
<PAGE>
No transfer of this Class [R-I] [R-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 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
D-5
<PAGE>
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.
D-6
<PAGE>
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-7
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: December 30THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R-I] [R-II] Certificates referred to in
the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
D-8
<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 December 1, 1998, by and among THE FIRST
NATIONAL BANK OF CHICAGO, as trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC., as company (together with any successor in interest, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with any successor
in interest or successor under the Pooling Agreement referred to below, the
"Master Servicer"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together
with any successor in interest or any successor appointed hereunder, the
"Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement, dated as of December 1, 1998,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1998- S30 (as in effect on the date
of this agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context herein.
<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to
the Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. Within 45 days of receipt of
the documents required to be delivered pursuant to Section 2.01(c) of the
Pooling Agreement, the Custodian agrees, for the benefit of Certificateholders,
to review, in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each such document, and shall deliver to the Trustee either (i) an
Interim Certification in the form attached hereto as Exhibit Two to the effect
that all such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A attached to such
Interim Certification or (ii) a Final Certification as set forth in subsection
(c) below. The Custodian shall be under no duty or obligation to inspect, review
or examine said documents, instruments, certificates or other papers to
determine that the same are genuine, enforceable, or appropriate for the
represented purpose or that they have actually been recorded or that they are
other than what they purport to be on their face. If in performing the review
required by this Section 2.3 the Custodian finds any document or documents
constituting a part of a Mortgage File to be defective in any material respect,
the Custodian shall promptly so notify the Company, the Master Servicer and the
Trustee. Upon receipt of written notification from the Master Servicer, signed
by a Servicing Officer, that the Master Servicer or a
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Subservicer, as the case may be, has made a deposit into the Certificate Account
in payment for the purchase of the related Mortgage Loan in an amount equal to
the Purchase Price for such Mortgage Loan, the Custodian shall release to the
Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
Upon receipt of written request from the Trustee, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage Loans then contained in the Mortgage Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage Files. Upon
the repurchase or substitution of any Mortgage Loan pursuant to Article II of
the Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of all, or any document constituting part, of the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Required
Insurance Policies. With such certificate, the Master Servicer shall deliver to
the Custodian a trust receipt signed by a Servicing Officer on behalf of the
Master Servicer, and upon receipt of the foregoing, the Custodian shall deliver
the Mortgage File or such document to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein so released to be
returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such
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<PAGE>
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reason of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
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<PAGE>
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
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<PAGE>
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
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<PAGE>
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
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<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S30
By:
Name:
Title:
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as Company
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title:
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title:
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Custodian
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title:
E-8
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF ______________ )
On the _____ day of December, 1998, before me, a notary public in
and for said State, personally appeared _______________________, known to me to
be a ______________ of The First National Bank of Chicago, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of December, 1998, before me, a notary public in
and for said State, personally appeared __________________, known to me to be a
________________ of Norwest Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of December, 1998, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
_______________ of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the _____ day of December, 1998, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
_______________ of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
December 30, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S23
Re: Custodial Agreement, dated as of December 1, 1998, by and among The First
National Bank of Chicago, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates, Series 1998-S30 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 or a lost note affidavit with a copy
of the related 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, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S30
Re: Custodial Agreement dated as of December 1, 1998, by and among The First
National Bank of Chicago, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates, Series 1998-S30 Ladies and
Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S30
Re: Custodial Agreement dated as of December 1, 1998, by and among The First
National Bank of Chicago, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates, Series 1998-S30 Ladies and
Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule containing (I) with respect to each such Mortgage Loan (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee or an
original lost note affidavit from the related Seller or Residential
Funding stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording office
in which such mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has been
recorded;
(iv) With respect to each Mortgage Loan other than a Cooperative
Loan, the original recorded assignment or assignments of the Mortgage
showing an unbroken chain of title from the originator thereof to the
Person assigning it to the Trustee or a copy of such
<PAGE>
assignment or assignments of the Mortgage certified by the public
recording office in which such assignment or assignments have been
recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with respect to
any Destroyed Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed in
blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof, evidencing
the interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
E-4
<PAGE>
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as assignee and
an executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
EXHIBIT A
FORM OF CLASS A CERTIFICATE
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF
APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS DECEMBER 30, 1998.
ASSUMING THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER $1,000 OF INITIAL CERTIFICATE
PRINCIPAL BALANCE, THE YIELD TO MATURITY IS ___% AND THE AMOUNT OF OID
ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $_______ PER $1,000
OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED USING THE APPROXIMATE METHOD.
NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY
OF THE PASS-THROUGH RATE.]
A-1
<PAGE>
Certificate No. __ [_____%] [Adjustable][Variable] [Pass-Through
Rate] [Step Rate]
Class A-__ Senior
Date of Pooling and Servicing Percentage Interest: ____%
Agreement and Cut-off Date:
December 1, 1998
First Distribution Date: Aggregate Initial [Certificate Principal Balance]
January 25, 1999 [Notional Amount] of the Class A-__ Certificates:
$------------
Master Servicer: Initial [Certificate Principal
Residential Funding Corporation Balance] [Notional Amount] of this Certificate:
$------------
Assumed Final CUSIP _________
Distribution Date:
December 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE
SERIES 1998-S30
evidencing a percentage interest in the distributions allocable to the
Class A-__ Certificates with respect to a Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _____________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Initial [Certificate Principal Balance] [Notional Amount] of this
Certificate by the aggregate Initial [Certificate Principal Balance] [Notional
Amount] of all Class A-___ Certificates, both as specified above) in certain
distributions with respect to the Trust Fund consisting primarily of an interest
in a pool of conventional one- to four-family fixed interest rate first mortgage
loans (the "Mortgage Loans"), formed and sold by Residential Funding Mortgage
Securities I, Inc. (hereinafter called the
A-2
<PAGE>
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as specified above (the "Agreement") among the Company, the
Master Servicer and The First National Bank of Chicago as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount of [interest
and] [principal], if any, required to be distributed to Holders of Class A-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial [Certificate Principal Balance] [Notional Amount] of this
Certificate is set forth above. The [Certificate Principal Balance] [Notional
Amount] hereof will be reduced to the extent of distributions allocable to
principal and any Realized Losses allocable hereto.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
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
A-3
<PAGE>
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
A-4
<PAGE>
or on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the maturity or other liquidation of the
last Mortgage Loan subject thereto or the disposition of all property acquired
upon foreclosure or deed in lieu of foreclosure of any Mortgage Loan and (ii)
the purchase by the Master Servicer or the Company from the Trust Fund of all
remaining Mortgage Loans and all property acquired in respect of such Mortgage
Loans, thereby effecting early retirement of the Certificates. The Agreement
permits, but does not require, the Master Servicer or the Company to (i)
purchase at a price determined as provided in the Agreement all remaining
Mortgage Loans and all property acquired in respect of any Mortgage Loan or (ii)
purchase in whole, but not in part, all of the Certificates from the Holders
thereof; provided, that any such option may only be exercised if the Pool Stated
Principal Balance of the Mortgage Loans as of the Distribution Date upon which
the proceeds of any such purchase are distributed is less than ten percent of
the Cut-off Date Principal Balance of the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: December 30, 1998 THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
A-6
<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named
above, or , as its agent.
A-7
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES [,] [AND] [CLASS R CERTIFICATES] [,] [AND CLASS M-1 CERTIFICATES]
[,] [AND CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED
BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CLASS M CERTIFICATE WILL BE MADE UNLESS THE TRUSTEE
HAS RECEIVED EITHER (A) 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 (B) 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 (A "PLAN INVESTOR"), OR STATING THAT (I) THE TRANSFEREE IS AN INSURANCE
COMPANY, (II) 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 (III) THE
CONDITIONS SET FORTH IN SECTIONS I AND III OF PTCE 95-60 HAVE BEEN SATISFIED
(EACH ENTITY THAT SATISFIED THIS CLAUSE (B), A "COMPLYING INSURANCE COMPANY").
NOTWITHSTANDING THE ABOVE, WITH RESPECT TO THE TRANSFER OF THIS
CERTIFICATE TO A DEPOSITORY OR ANY SUBSEQUENT TRANSFER OF ANY INTEREST IN THIS
CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS HELD BY A DEPOSITORY, (I) NEITHER
AN OPINION OF COUNSEL NOR A CERTIFICATION, EACH AS DESCRIBED IN THE FOREGOING
PARAGRAPH, SHALL BE REQUIRED, AND (II) THE FOLLOWING CONDITIONS SHALL APPLY:
<PAGE>
1. ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY
VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN)
THAT EITHER (A) SUCH TRANSFEREE IS NOT A PLAN INVESTOR OR (B) SUCH
TRANSFEREE IS A COMPLYING INSURANCE COMPANY; AND
2. IF THIS CERTIFICATE (OR ANY INTEREST HEREIN) IS ACQUIRED OR HELD
IN VIOLATION OF THE PROVISIONS OF THE PRECEDING PARAGRAPH,
THEN THE LAST PRECEDING TRANSFEREE THAT EITHER (I) IS NOT A
PLAN INVESTOR OR (II) IS A COMPLYING INSURANCE COMPANY SHALL BE
RESTORED, TO THE EXTENT PERMITTED BY LAW, TO ALL RIGHTS AND
OBLIGATIONS AS CERTIFICATE OWNER THEREOF RETROACTIVE TO THE
DATE OF SUCH TRANSFER OF THIS CERTIFICATE. THE TRUSTEE SHALL
BE UNDER NO LIABILITY TO ANY PERSON FOR MAKING ANY PAYMENTS
DUE ON THIS CERTIFICATE TO SUCH PRECEDING TRANSFEREE.
ANY PURPORTED CERTIFICATE OWNER WHOSE ACQUISITION OR HOLDING OF THIS
CERTIFICATE (OR INTEREST HEREIN) WAS EFFECTED IN VIOLATION OF THE RESTRICTIONS
IN SECTION 5.02(E) OF THE POOLING AND SERVICING AGREEMENT SHALL INDEMNIFY AND
HOLD HARMLESS THE COMPANY, THE TRUSTEE, THE MASTER SERVICER, ANY SUBSERVICER,
AND THE TRUST FUND FROM AND AGAINST ANY AND ALL LIABILITIES, CLAIMS, COSTS OR
EXPENSES INCURRED BY SUCH PARTIES AS A RESULT OF SUCH ACQUISITION OR HOLDING.
[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 DECEMBER 30, 1998. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $______________OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, THE YIELD TO MATURITY IS ______% AND THE AMOUNT OF OID ATTRIBUTABLE TO
THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $______________-_PER $1,000 OF
INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO
REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON
THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER RATE.]
B-2
<PAGE>
Certificate No. ___ ____% Pass-Through Rate
Class M- Mezzanine Aggregate Certificate
Principal Balance
of the Class M-__ Certificates:
Date of Pooling and Servicing $_______________
Agreement and Cut-off Date:
December 1, 1998 Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
January 25, 1999
CUSIP: ____________
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
December 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S30
evidencing a percentage interest in any distributions allocable to the
Class M-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Certificate Principal Balance of this Certificate by the aggregate
Certificate Principal Balance of all Class M-__ Certificates, both as specified
above) in certain distributions with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest rate
first mortgage loans (the "Mortgage Loans"), formed and sold by Residential
Funding Mortgage Securities I, Inc. (hereinafter called the "Company," which
term includes any successor entity under the Agreement referred to below). The
Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as
specified above (the "Agreement") among the Company, the Master Servicer and The
First National
B-3
<PAGE>
Bank of Chicago, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class M Certificate will be made unless the
Trustee has received either (a) 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 (b) 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 (a "Plan Investor"), or stating that (i) the transferee is
an insurance company, (ii) 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
(iii) the conditions set forth in Sections I and III of PTCE 95-60 have been
satisfied (each entity that satisfies this clause (b), a "Complying Insurance
Company").
B-4
<PAGE>
Notwithstanding the above, with respect to the transfer of this
Certificate to a Depository or any subsequent transfer or any interest in this
Certificate for as long as this Certificate is held by the Depository, (i)
neither an opinion of counsel nor a certification, each as described in the
foregoing paragraph, shall be required, and (ii) the following conditions shall
apply:
1. Any Transferee of this Certificate will be deemed to have
represented by virtue of its purchase or holding of this
Certificate (or interest herein) that either (a) such
Transferee is not a Plan Investor or (b) such Transferee is a
Complying Insurance Company; and
2. If this Certificate (or any interest herein) is acquired or
held in violation of the provisions of the preceding
paragraph, then the last preceding Transferee that either (i)
is not a Plan Investor or (ii) is a Complying Insurance
Company shall be restored, to the extent permitted by law, to
all rights and obligations as Certificate Owner thereof
retroactive to the date of such Transfer of this Certificate.
The Trustee shall be under no liability to any Person for
making any payments due on this Certificate to such preceding
Transferee.
Any purported Certificate Owner whose acquisition or holding of this
Certificate (or interest herein) was effected in violation of the restrictions
in Section 5.02(e) of the Agreement shall indemnify and hold harmless the
Company, the Trustee, the Master Servicer, any Subservicer, and the Trust Fund
from and against any and all liabilities, claims, costs or expenses incurred by
such parties as a result of such acquisition or holding.
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
B-5
<PAGE>
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)
B-6
<PAGE>
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-7
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: December 30, 1998 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
B-8
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named
above, or , as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES [,] [AND] [CLASS M CERTIFICATES] [,] [AND]
[CLASS B-1 CERTIFICATES] [AND] [CLASS B-2 CERTIFICATES] AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT
THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY
IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
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 DECEMBER 30, 1998. ASSUMING THAT THE
MORTGAGE LOANS PREPAY AT 275% OF THE STANDARD PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $___ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE,
THE YIELD TO MATURITY IS ____% AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL
ACCRUAL PERIOD IS NO MORE THAN $____ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL
BALANCE, COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT
THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT
ASSUMPTION OR AT ANY OTHER RATE.
<PAGE>
Certificate No. __ ____ % Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
Date of Pooling and Servicing the Cut-off Date:
Agreement and Cut-off Date: $_______________
December 1, 1998
Initial Certificate Principal
Balance of this Certificate:
First Distribution Date: $_______________
January 25, 1999
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
December 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S30
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _______________________________ is the
registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as
C-2
<PAGE>
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
C-3
<PAGE>
("ERISA") and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other things, that the transferee's acquisition of a Class B
Certificate will not constitute or result in a non-exempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code or (ii) a representation
letter, in the form as described by the Agreement, either stating that the
transferee is not an employee benefit or other plan subject to the prohibited
transaction provisions of ERISA or Section 4975 of the Code (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan, or stating that the transferee is an
insurance company, the source of funds to be used by it to purchase the
Certificate is an "insurance company general account" (within the meaning of
Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), and
the purchase is being made in reliance upon the availability of the exemptive
relief afforded under PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
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
C-4
<PAGE>
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-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: December 30, 1998 THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO,
as Certificate Registrar
By:
Authorized Signatory
C-6
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Pass-Through Certificate and hereby authorizes the transfer of registration of
such interest to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to for the account of account number , or, if mailed by check,
to Applicable statements should be mailed to .
This information is provided by , the assignee named
above, or , as its agent.
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A
NON-UNITED STATES PERSON OR A DISQUALIFIED ORGANIZATION (AS DEFINED
BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE IS PERMISSIBLE
UNDER APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE
MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN
ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING AGREEMENT (THE
"AGREEMENT").
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE
ONLY IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER
SERVICER AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES,
ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN GOVERNMENT, ANY
INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE
FOREGOING, (B) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION
521 OF THE CODE) WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE
UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE
CODE, (C) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY
SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN
REFERRED TO AS A "DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED
ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR
COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL
CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE.
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH
<PAGE>
PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER,
INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE.
EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE
DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
D-2
<PAGE>
Certificate No. ___ ____% Pass-Through Rate
Class [R-I] [R-II] Senior Aggregate Initial Certificate Principal
Balance of the Class [R-I] [R-II]
Certificates: $100.00
Date of Pooling and Servicing Percentage Interest: ______%
Agreement and Cut-off Date:
December 1, 1998
First Distribution Date: Initial Certificate Principal
January 25, 1999 Balance of this Certificate:
$---------------
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP ____________
December 25, 2028
MORTGAGE PASS-THROUGH CERTIFICATE,
SERIES 1998-S30
evidencing a percentage interest in any distributions allocable to the
Class [R-I] [R-II] Certificates with respect to a Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage or any of their affiliates. Neither this Certificate nor the
underlying Mortgage Loans are guaranteed or insured by any governmental agency
or instrumentality or by Residential Funding Mortgage Securities I, Inc., the
Master Servicer, the Trustee or GMAC Mortgage or any of their affiliates. None
of the Company, the Master Servicer, GMAC Mortgage or any of their affiliates
will have any obligation with respect to any certificate or other obligation
secured by or payable from payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Initial Certificate Principal Balance of this Certificate by the
aggregate Initial Certificate Principal Balance of all Class [R-I] [R-II]
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
D-3
<PAGE>
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]
[R-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.
D-4
<PAGE>
No transfer of this Class [R-I] [R-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 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
D-5
<PAGE>
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.
D-6
<PAGE>
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-7
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated: December 30THE FIRST NATIONAL BANK OF CHICAGO, as
Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [R-I] [R-II] Certificates referred to in
the within-mentioned Agreement.
THE FIRST NATIONAL BANK OF CHICAGO, as
Certificate Registrar
By:
Authorized Signatory
D-8
<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 December 1, 1998, by and among THE FIRST
NATIONAL BANK OF CHICAGO, as trustee (including its successors under the Pooling
Agreement defined below, the "Trustee"), RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC., as company (together with any successor in interest, the "Company"),
RESIDENTIAL FUNDING CORPORATION, as master servicer (together with any successor
in interest or successor under the Pooling Agreement referred to below, the
"Master Servicer"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (together
with any successor in interest or any successor appointed hereunder, the
"Custodian").
W I T N E S S E T H T H A T :
WHEREAS, the Company, the Master Servicer, and the Trustee have
entered into a Pooling and Servicing Agreement, dated as of December 1, 1998,
relating to the issuance of Residential Funding Mortgage Securities I, Inc.,
Mortgage Pass-Through Certificates, Series 1998- S30 (as in effect on the date
of this agreement, the "Original Pooling Agreement," and as amended and
supplemented from time to time, the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee
for the purposes of receiving and holding certain documents and other
instruments delivered by the Company and the Master Servicer under the Pooling
Agreement, all upon the terms and conditions and subject to the limitations
hereinafter set forth;
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the Trustee, the Company, the
Master Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein
shall have the meanings assigned in the Original Pooling Agreement, unless
otherwise required by the context herein.
<PAGE>
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage
Files. The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments. If any Mortgage File
includes one or more assignments to the Trustee of Mortgage Notes and related
Mortgages that have not been recorded, each such assignment shall be delivered
by the Custodian to the Company for the purpose of recording it in the
appropriate public office for real property records, and the Company, at no
expense to the Custodian, shall promptly cause to be recorded in the appropriate
public office for real property records each such assignment and, upon receipt
thereof from such public office, shall return each such assignment to the
Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to
the Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. Within 45 days of receipt of
the documents required to be delivered pursuant to Section 2.01(c) of the
Pooling Agreement, the Custodian agrees, for the benefit of Certificateholders,
to review, in accordance with the provisions of Section 2.02 of the Pooling
Agreement, each such document, and shall deliver to the Trustee either (i) an
Interim Certification in the form attached hereto as Exhibit Two to the effect
that all such documents relate to the Mortgage Loans identified on the Mortgage
Loan Schedule, except for any exceptions listed on Schedule A attached to such
Interim Certification or (ii) a Final Certification as set forth in subsection
(c) below. The Custodian shall be under no duty or obligation to inspect, review
or examine said documents, instruments, certificates or other papers to
determine that the same are genuine, enforceable, or appropriate for the
represented purpose or that they have actually been recorded or that they are
other than what they purport to be on their face. If in performing the review
required by this Section 2.3 the Custodian finds any document or documents
constituting a part of a Mortgage File to be defective in any material respect,
the Custodian shall promptly so notify the Company, the Master Servicer and the
Trustee. Upon receipt of written notification from the Master Servicer, signed
by a Servicing Officer, that the Master Servicer or a
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<PAGE>
Subservicer, as the case may be, has made a deposit into the Certificate Account
in payment for the purchase of the related Mortgage Loan in an amount equal to
the Purchase Price for such Mortgage Loan, the Custodian shall release to the
Master Servicer the related Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
Upon receipt of written request from the Trustee, the Custodian
shall as soon as practicable supply the Trustee with a list of all of the
documents relating to the Mortgage Loans then contained in the Mortgage Files.
Section 2.4. Notification of Breaches of Representations and
Warranties. Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage Files. Upon
the repurchase or substitution of any Mortgage Loan pursuant to Article II of
the Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by
the Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of all, or any document constituting part, of the
Mortgage File be released to the Master Servicer and certifying as to the reason
for such release and that such release will not invalidate any insurance
coverage provided in respect of the Mortgage Loan under any of the Required
Insurance Policies. With such certificate, the Master Servicer shall deliver to
the Custodian a trust receipt signed by a Servicing Officer on behalf of the
Master Servicer, and upon receipt of the foregoing, the Custodian shall deliver
the Mortgage File or such document to the Master Servicer. The Master Servicer
shall cause each Mortgage File or any document therein so released to be
returned to the Custodian when the need therefor by the Master Servicer no
longer exists, unless (i) the Mortgage Loan has been liquidated and the
Liquidation Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such
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<PAGE>
document has been delivered to an attorney, or to a public trustee or other
public official as required by law, for purposes of initiating or pursuing legal
action or other proceedings for the foreclosure of the Mortgaged Property either
judicially or non-judicially, and the Master Servicer has delivered to the
Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account as provided in the Pooling Agreement.
Section 2.6. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee. With
respect to each Mortgage Note, Mortgage and other documents constituting each
Mortgage File which are delivered to the Custodian, the Custodian is exclusively
the bailee and agent of the Trustee and has no instructions to hold any Mortgage
Note or Mortgage for the benefit of any person other than the Trustee, holds
such documents for the benefit of Certificateholders and undertakes to perform
such duties and only such duties as are specifically set forth in this
Agreement. Except upon compliance with the provisions of Section 2.5 of this
Agreement, no Mortgage Note, Mortgage or other document constituting a part of a
Mortgage File shall be delivered by the Custodian to the Company or the Master
Servicer or otherwise released from the possession of the Custodian.
Section 3.2. Indemnification. The Company hereby agrees to indemnify
and hold the Custodian harmless from and against all claims, liabilities,
losses, actions, suits or proceedings at law or in equity, or any other
expenses, fees or charges of any character or nature, which the Custodian may
incur or with which the Custodian may be threatened by reason of its acting as
custodian under this Agreement, including indemnification of the Custodian
against any and all expenses, including attorney's fees if counsel for the
Custodian has been approved by the Company, and the cost of defending any
action, suit or proceedings or resisting any claim. Notwithstanding the
foregoing, it is specifically understood and agreed that in the event any such
claim, liability, loss, action, suit or proceeding or other expense, fee or
charge shall have been caused by reason of any negligent act, negligent failure
to act or willful misconduct on the part of the Custodian, or which shall
constitute a willful breach of its duties hereunder, the indemnification
provisions of this Agreement shall not apply.
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<PAGE>
Section 3.3. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time to
time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a
successor Custodian pursuant to any of the provisions of this Section 3.5 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of Custodian. Any Person into
which the Custodian may be merged or converted or with which it may be
consolidated, or any Person resulting from any merger, conversion or
consolidation to which the Custodian shall be a party, or any Person succeeding
to the business of the Custodian, shall be the successor of the Custodian
hereunder, without the execution or filing of any paper or any further act on
the part of any of the parties hereto, anything herein to the contrary
notwithstanding.
E-5
<PAGE>
Section 3.7. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $15,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices. All notices, requests, consents and demands
and other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.2. Amendments. No modification or amendment of or
supplement to this Agreement shall be valid or effective unless the same is in
writing and signed by all parties hereto, and neither the Company, the Master
Servicer nor the Trustee shall enter into any amendment hereof except as
permitted by the Pooling Agreement. The Trustee shall give prompt notice to the
Custodian of any amendment or supplement to the Pooling Agreement and furnish
the Custodian with written copies thereof.
SECTION 4.3. GOVERNING LAW. THIS AGREEMENT SHALL BE DEEMED A
CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
Section 4.4. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
E-6
<PAGE>
Section 4.5. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
E-7
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: THE FIRST NATIONAL BANK OF
CHICAGO, as Trustee
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S30
By:
Name:
Title:
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC., as Company
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title:
Address: RESIDENTIAL FUNDING
CORPORATION, as Master Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title:
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION, as Custodian
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title:
E-8
<PAGE>
STATE OF ILLINOIS )
) ss.:
COUNTY OF ______________ )
On the _____ day of December, 1998, before me, a notary public in
and for said State, personally appeared _______________________, known to me to
be a ______________ of The First National Bank of Chicago, a national banking
association that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation and acknowledged to me that
such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of December, 1998, before me, a notary public in
and for said State, personally appeared __________________, known to me to be a
________________ of Norwest Bank Minnesota, National Association, a national
banking association that executed the within instrument, and also known to me to
be the person who executed it on behalf of said national banking association,
and acknowledged to me that such national banking association executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[SEAL]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the _____ day of December, 1998, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
_______________ of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss:
COUNTY OF HENNEPIN )
On the _____ day of December, 1998, before me, a notary public in
and for said State, personally appeared ________________, known to me to be a
_______________ of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
December 30, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S23
Re: Custodial Agreement, dated as of December 1, 1998, by and among The First
National Bank of Chicago, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates, Series 1998-S30 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 or a lost note affidavit with a copy
of the related 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, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S30
Re: Custodial Agreement dated as of December 1, 1998, by and among The First
National Bank of Chicago, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates, Series 1998-S30 Ladies and
Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File to the extent required pursuant to Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule, and it has reviewed the Mortgage File and the Mortgage Loan Schedule
and has determined that: all required documents have been executed and received
and that such documents related to the Mortgage Loans identified on the Mortgage
Loan Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
_____________ ___, 1998
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding
Corporation, Series 1998-S30
Re: Custodial Agreement dated as of December 1, 1998, by and among The First
National Bank of Chicago, Residential Funding Mortgage Securities I, Inc.,
Residential Funding Corporation and Norwest Bank Minnesota, National
Association, Mortgage Pass-Through Certificates, Series 1998-S30 Ladies and
Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial
Agreement, the undersigned, as Custodian, hereby certifies that it has received
a Mortgage File with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule containing (I) with respect to each such Mortgage Loan (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee or an
original lost note affidavit from the related Seller or Residential
Funding stating that the original Mortgage Note was lost, misplaced or
destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording office
in which such mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has been
recorded;
(iv) With respect to each Mortgage Loan other than a Cooperative
Loan, the original recorded assignment or assignments of the Mortgage
showing an unbroken chain of title from the originator thereof to the
Person assigning it to the Trustee or a copy of such
<PAGE>
assignment or assignments of the Mortgage certified by the public
recording office in which such assignment or assignments have been
recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a copy
of each modification, assumption agreement or preferred loan agreement
certified by the public recording office in which such document has been
recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with respect to
any Destroyed Mortgage Note, an original lost note affidavit from the related
Seller or Residential Funding stating that the original Mortgage Note was lost,
misplaced or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with intervening
assignments showing an unbroken chain of title from such originator to the
Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative Loan,
together with an undated stock power (or other similar instrument) executed in
blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative Loan as
secured party, each with evidence of recording thereof, evidencing the interest
of the originator under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof, evidencing
the interest of the originator under the Security Agreement and the Assignment
of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of title
from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan; and
E-4
<PAGE>
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as assignee and
an executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing the
interest of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1842078 291,729.54 6.095 0.0623076923 18,176.99
1844631 448,933.81 6.095 0.0623076923 27,972.03
1845076 158,000.00 6.095 0.0623076923 9,844.62
1849377 114,800.00 6.095 0.0623076923 7,152.92
2699020 340,484.35 6.095 0.0623076923 21,214.79
1824899 435,209.56 6.220 0.0430769231 18,747.49
1839783 302,700.00 6.220 0.0430769231 13,039.38
1839938 403,335.05 6.220 0.0430769231 17,374.43
1840449 312,000.00 6.220 0.0430769231 13,440.00
1841581 299,728.79 6.220 0.0430769231 12,911.39
1843749 308,820.57 6.220 0.0430769231 13,303.04
1844300 279,746.88 6.220 0.0430769231 12,050.63
1844335 267,058.36 6.220 0.0430769231 11,504.05
1845574 261,013.82 6.220 0.0430769231 11,243.67
1845728 252,000.00 6.220 0.0430769231 10,855.38
1846775 223,800.00 6.220 0.0430769231 9,640.62
1847455 291,736.03 6.220 0.0430769231 12,567.09
2695639 527,042.77 6.220 0.0430769231 22,703.38
2695652 638,839.72 6.220 0.0430769231 27,519.25
2695660 439,202.31 6.220 0.0430769231 18,919.48
2695738 239,564.90 6.220 0.0430769231 10,319.72
2696005 268,512.33 6.220 0.0430769231 11,566.68
2696010 279,492.39 6.220 0.0430769231 12,039.67
2696014 379,311.08 6.220 0.0430769231 16,339.55
2705393 550,000.00 6.220 0.0430769231 23,692.31
2706469 129,500.00 6.220 0.0430769231 5,578.46
1816877 269,761.78 6.345 0.0238461538 6,432.78
1821046 437,000.00 6.345 0.0238461538 10,420.77
1824868 259,539.95 6.345 0.0238461538 6,189.03
1828999 297,737.08 6.345 0.0238461538 7,099.88
1829428 306,456.78 6.345 0.0238461538 7,307.82
1831656 290,393.56 6.345 0.0238461538 6,924.77
1836356 460,000.00 6.345 0.0238461538 10,969.23
1837933 367,175.76 6.345 0.0238461538 8,755.73
1838556 283,900.00 6.345 0.0238461538 6,769.92
1839959 251,777.67 6.345 0.0238461538 6,003.93
1840859 143,773.04 6.345 0.0238461538 3,428.43
1840866 350,000.00 6.345 0.0238461538 8,346.15
1842043 531,980.37 6.345 0.0238461538 12,685.69
1842082 295,476.25 6.345 0.0238461538 7,045.97
1842088 303,462.08 6.345 0.0238461538 7,236.40
1842396 315,921.02 6.345 0.0238461538 7,533.50
1842533 238,988.96 6.345 0.0238461538 5,698.97
1845421 307,055.72 6.345 0.0238461538 7,322.10
1845707 251,827.62 6.345 0.0238461538 6,005.12
1845924 254,648.60 6.345 0.0238461538 6,072.39
1845927 262,168.49 6.345 0.0238461538 6,251.71
2696001 274,513.40 6.345 0.0238461538 6,546.09
2696016 286,442.27 6.345 0.0238461538 6,830.55
2696018 280,951.99 6.345 0.0238461538 6,699.62
2699038 289,744.13 6.345 0.0238461538 6,909.28
2704592 352,000.00 6.345 0.0238461538 8,393.85
1843616 560,505.27 6.346 0.0237692308 13,322.78
1748453 327,827.21 6.470 0.0046153846 1,513.05
1790882 299,007.72 6.470 0.0046153846 1,380.04
1806767 296,844.21 6.470 0.0046153846 1,370.05
1807126 110,458.92 6.470 0.0046153846 509.81
1807348 256,279.16 6.470 0.0046153846 1,182.83
1809928 499,569.51 6.470 0.0046153846 2,305.71
1818600 479,586.73 6.470 0.0046153846 2,213.48
1820920 99,827.32 6.470 0.0046153846 460.74
1821664 299,741.70 6.470 0.0046153846 1,383.42
1824773 398,960.98 6.470 0.0046153846 1,841.36
1824811 352,390.43 6.470 0.0046153846 1,626.42
1824829 269,533.76 6.470 0.0046153846 1,244.00
1825345 299,481.95 6.470 0.0046153846 1,382.22
1828755 384,668.53 6.470 0.0046153846 1,775.39
1828993 276,261.93 6.470 0.0046153846 1,275.06
1829229 367,283.50 6.470 0.0046153846 1,695.15
1829383 188,124.57 6.470 0.0046153846 868.27
1829416 349,698.65 6.470 0.0046153846 1,613.99
1830067 295,745.15 6.470 0.0046153846 1,364.98
1831608 409,646.99 6.470 0.0046153846 1,890.68
1832118 264,771.84 6.470 0.0046153846 1,222.02
1832134 305,736.54 6.470 0.0046153846 1,411.09
1832139 226,804.56 6.470 0.0046153846 1,046.79
1833984 275,453.90 6.470 0.0046153846 1,271.33
1836494 262,400.00 6.470 0.0046153846 1,211.08
1836644 259,000.00 6.470 0.0046153846 1,195.38
1837504 307,535.00 6.470 0.0046153846 1,419.39
1837740 300,000.00 6.470 0.0046153846 1,384.62
1837755 257,777.86 6.470 0.0046153846 1,189.74
1837797 264,172.36 6.470 0.0046153846 1,219.26
1838847 374,677.13 6.470 0.0046153846 1,729.28
1839317 439,821.00 6.470 0.0046153846 2,029.94
1839372 434,625.47 6.470 0.0046153846 2,005.96
1839605 282,756.35 6.470 0.0046153846 1,305.03
1839623 337,708.99 6.470 0.0046153846 1,558.66
1840351 247,386.82 6.470 0.0046153846 1,141.79
1840583 396,000.00 6.470 0.0046153846 1,827.69
1840598 322,000.00 6.470 0.0046153846 1,486.15
1840608 391,562.58 6.470 0.0046153846 1,807.21
1840681 207,421.26 6.470 0.0046153846 957.33
1840773 269,767.53 6.470 0.0046153846 1,245.08
1841023 299,741.70 6.470 0.0046153846 1,383.42
1841469 274,763.23 6.470 0.0046153846 1,268.14
1841499 299,741.70 6.470 0.0046153846 1,383.42
1841512 312,000.00 6.470 0.0046153846 1,440.00
1841525 261,924.29 6.470 0.0046153846 1,208.88
1841531 599,483.41 6.470 0.0046153846 2,766.85
1841585 505,114.73 6.470 0.0046153846 2,331.30
1841602 359,690.04 6.470 0.0046153846 1,660.11
1841663 489,578.11 6.470 0.0046153846 2,259.59
1841705 299,741.70 6.470 0.0046153846 1,383.42
1841730 349,698.66 6.470 0.0046153846 1,613.99
1841761 299,741.70 6.470 0.0046153846 1,383.42
1841877 302,139.64 6.470 0.0046153846 1,394.49
1841959 424,634.09 6.470 0.0046153846 1,959.85
1841966 299,481.95 6.470 0.0046153846 1,382.22
1842015 574,007.09 6.470 0.0046153846 2,649.26
1842027 359,064.88 6.470 0.0046153846 1,657.22
1842038 253,162.09 6.470 0.0046153846 1,168.44
1842056 307,468.13 6.470 0.0046153846 1,419.08
1842057 274,525.12 6.470 0.0046153846 1,267.04
1842080 303,225.71 6.470 0.0046153846 1,399.50
1842095 496,072.52 6.470 0.0046153846 2,289.57
1842108 264,542.39 6.470 0.0046153846 1,220.96
1842155 420,969.59 6.470 0.0046153846 1,942.94
1842160 409,646.99 6.470 0.0046153846 1,890.68
1842180 263,722.75 6.470 0.0046153846 1,217.18
1842331 360,889.01 6.470 0.0046153846 1,665.64
1842370 396,158.61 6.470 0.0046153846 1,828.42
1842394 265,770.98 6.470 0.0046153846 1,226.64
1842765 273,364.44 6.470 0.0046153846 1,261.68
1842774 319,724.48 6.470 0.0046153846 1,475.65
1842795 256,179.24 6.470 0.0046153846 1,182.37
1842812 319,724.49 6.470 0.0046153846 1,475.65
1842815 247,286.91 6.470 0.0046153846 1,141.32
1842880 284,754.63 6.470 0.0046153846 1,314.25
1842916 232,799.40 6.470 0.0046153846 1,074.46
1843282 81,579.69 6.470 0.0046153846 376.52
1844158 309,733.10 6.470 0.0046153846 1,429.54
1845043 263,772.70 6.470 0.0046153846 1,217.41
1845364 349,698.65 6.470 0.0046153846 1,613.99
1845422 559,517.85 6.470 0.0046153846 2,582.39
1845514 287,752.03 6.470 0.0046153846 1,328.09
1845654 412,844.24 6.470 0.0046153846 1,905.43
1845701 353,295.55 6.470 0.0046153846 1,630.59
1845703 307,734.81 6.470 0.0046153846 1,420.31
1845864 258,000.00 6.470 0.0046153846 1,190.77
1845887 280,000.00 6.470 0.0046153846 1,292.31
1845901 244,000.00 6.470 0.0046153846 1,126.15
1846004 259,776.14 6.470 0.0046153846 1,198.97
1846033 336,124.63 6.470 0.0046153846 1,551.34
1846089 251,783.03 6.470 0.0046153846 1,162.08
1846172 291,698.63 6.470 0.0046153846 1,346.30
1846198 326,118.97 6.470 0.0046153846 1,505.16
1846199 451,610.83 6.470 0.0046153846 2,084.36
1846350 270,282.47 6.470 0.0046153846 1,247.46
1846394 456,000.00 6.470 0.0046153846 2,104.62
1846411 158,350.00 6.470 0.0046153846 730.85
1846649 76,000.00 6.470 0.0046153846 350.77
1846705 362,350.00 6.470 0.0046153846 1,672.38
1848364 335,000.00 6.470 0.0046153846 1,546.15
1848932 310,000.00 6.470 0.0046153846 1,430.77
1849017 478,937.28 6.470 0.0046153846 2,210.48
1849532 315,727.93 6.470 0.0046153846 1,457.21
2695576 306,969.01 6.470 0.0046153846 1,416.78
2695617 486,159.04 6.470 0.0046153846 2,243.81
2695637 499,136.58 6.470 0.0046153846 2,303.71
2695641 628,912.11 6.470 0.0046153846 2,902.67
2695646 259,551.02 6.470 0.0046153846 1,197.93
2695648 309,260.02 6.470 0.0046153846 1,427.35
2695650 305,705.81 6.470 0.0046153846 1,410.95
2695655 329,430.14 6.470 0.0046153846 1,520.45
2695683 302,739.12 6.470 0.0046153846 1,397.26
2695684 287,168.77 6.470 0.0046153846 1,325.39
2695685 251,549.22 6.470 0.0046153846 1,161.00
2695692 349,395.60 6.470 0.0046153846 1,612.60
2695697 430,804.79 6.470 0.0046153846 1,988.33
2695701 499,569.50 6.470 0.0046153846 2,305.71
2695740 297,485.42 6.470 0.0046153846 1,373.01
2695748 346,600.46 6.470 0.0046153846 1,599.69
2695995 323,871.23 6.470 0.0046153846 1,494.79
2696002 499,136.58 6.470 0.0046153846 2,303.71
2696015 249,568.29 6.470 0.0046153846 1,151.85
2699015 281,257.63 6.470 0.0046153846 1,298.11
2699023 237,295.51 6.470 0.0046153846 1,095.21
2699034 191,884.64 6.470 0.0046153846 885.62
2699046 396,258.53 6.470 0.0046153846 1,828.89
2699049 317,800.00 6.470 0.0046153846 1,466.77
2703400 613,250.00 6.470 0.0046153846 2,830.38
2705392 236,000.00 6.470 0.0046153846 1,089.23
2706240 136,000.00 6.470 0.0046153846 627.69
2707048 308,350.00 6.470 0.0046153846 1,423.15
$59,983,414.11 0.0131946895 $791,462.53
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this _________
day of _______, 19____, by and between Residential Funding Corporation, its
successors and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the Guides.
All provisions of the Guides are incorporated by reference into and made a part
of this Contract, and shall be binding upon the parties; provided, however, that
the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for
Residential Funding only if and for so long as it shall have been authorized to
do so by Residential Funding in writing. Specific reference in this Contract to
particular provisions of the Guides and not to other provisions does not mean
that those provisions of the Guides not specifically cited in this Contract are
not applicable. All terms used herein shall have the same meanings as such terms
have in the Guides, unless the context clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
<PAGE>
(1) Each party is duly organized, validly existing, and in good
standing under the laws of its jurisdiction of organization,
is qualified, if necessary, to do business and in good
standing in each jurisdiction in which it is required to be so
qualified, and has the requisite power and authority to enter
into this Contract and all other agreements which are
contemplated by this Contract and to carry out its obligations
hereunder and under the Guides and under such other
agreements.
(2) This Contract has been duly authorized, executed and delivered
by each party and constitutes a valid and legally binding
agreement of each party enforceable in accordance with its
terms.
(3) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either party,
that could affect the validity or prospective validity of this
Contract.
(4) Insofar as its capacity to carry out any obligation under this
Contract is concerned, neither party is in violation of any
charter, articles of incorporation, bylaws, mortgage,
indenture, indebtedness, agreement, instrument, judgment,
decree, order, statute, rule or regulation and none of the
foregoing adversely affects its capacity to fulfill any of its
obligations under this Contract. Its execution of, and
performance pursuant to, this Contract will not result in a
violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by
the Seller/Servicer pursuant to subparagraph (a) of this paragraph
3, the Seller/Servicer makes the representations, warranties and
covenants set forth in the Guides and, upon request, agrees to
deliver to Residential Funding the certified Resolution of Board of
Directors which authorizes the execution and delivery of this
Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or more of those remedies
set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
G-2
<PAGE>
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any state
or federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard or determined in such
state or federal court. Each of the parties irrevocably waives the defense of an
inconvenient forum to the maintenance of any such action or proceeding and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in any such forum. Each of the
G-3
<PAGE>
parties agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on the judgment
or in any other manner provided by law. Each of the parties further agrees not
to institute any legal actions or proceedings against the other party or any
director, officer, employee, attorney, agent or property of the other party,
arising out of or relating to this Contract in any court other than as
hereinabove specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
G-4
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
G-5
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note [ ] Primary
Insurance Policy [ ] Mortgage or Deed of
Trust [ ] Assignment(s) of Mortgage or Deed
of Trust [ ] Title Insurance Policy [ ]
Other:
Name
Title
Date
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he/she is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1998-S30,
Class R-I and Class R-II (the "Class R Certificates") (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/she
makes this affidavit and agreement.
2. That the Owner (i) is not and will not be as of [date of
transfer] a "disqualified organization" within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code") or an "electing
large partnership' within the meaning of Section 775 of the Code, (ii) will
endeavor to remain other than a disqualified organization and an electing large
partnership for so long as it retains its ownership interest in the Class R
Certificates, and (iii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations under the Code,
that applies to all transfers of Class R Certificates after March 31, 1988; (ii)
that such tax would be on the transferor, or, if such transfer is through an
agent (which person includes a broker, nominee or middleman) for a disqualified
organization, on the agent; (iii) that the person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
person an affidavit that the transferee is not a disqualified organization and,
at the time of transfer, such person does not have actual knowledge that the
affidavit is false; and (iv) that the Class R Certificates may be "noneconomic
residual interests" within the meaning of Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
<PAGE>
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.
6. That the Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 5.02(f) of the
Pooling and Servicing Agreement under which the Class R Certificates were issued
(in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is ______________.
9. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any of
the Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
11. That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
12. That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Class R Certificates remain outstanding.
I-1-2
<PAGE>
13. The Owner is a citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations),
or an estate whose income is subject to United States federal income tax
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust, or to the extent prescribed in regulations by the
Secretary of the Treasury, which have not yet been issued, a trust which was in
existence on August 20, 1996 (other than a trust treated as owned by the grantor
under subpart E of part I of subchapter J of chapter 1 of the Code), and which
was treated as a United States person on August 20, 1996.
14. The Owner hereby certifies, represents and warrants to, and
covenants with the Company, the Trustee and the Master Servicer that the
Certificates (i) are not being acquired by, and will not be transferred to, any
employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and bank collective investment funds and insurance company general or separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of
1986 (the "Code") (any of the foregoing, a "Plan"), (ii) are not being acquired
with "plan assets" of a Plan within the meaning of the Department of Labor
("DOL") regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA, and (iii)
will not be transferred to any entity that is deemed to be investing in plan
assets within the meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101 or
otherwise under ERISA.
In addition, the Owner hereby certifies, represents and warrants to, and
covenants with, the Company, the Trustee and the Master Servicer that the Owner
will not transfer such Certificates to any Plan or person unless either such
Plan or person meets the requirements set forth above.
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
I-1-3
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he/she executed the same as his/her free act and deed and the free act and
deed of the Owner.
Subscribed and sworn before me this ____ day of ________________,
199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of
_______________, 19__.
I-1-4
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S30
Re: Mortgage Pass-Through Certificates,
Series 1998-S30, Class R-I and Class R-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-S30, Class R-I and Class R-II (the "Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of December 1, 1998 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"), Residential Funding Corporation,
as master servicer, and The First National Bank of Chicago, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the
Trustee that:
1. No purpose of the Seller relating to the transfer of the
Certificate by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit I-1. The Seller does
not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser
<PAGE>
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 or Class R-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.
4. The Seller has no actual knowledge that the proposed Transferee
is not both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
I-2-2
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1998-S30
Re: Mortgage Pass-Through Certificates,
Series 1998-S30, [Class B- ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S30, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
1. The Purchaser understands that (a) the Certificates have
not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Company is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only if
registered and qualified pursuant to the provisions of the Act or
any state securities law, or if an exemption from such registration
and qualification is available, (d) the Pooling and Servicing
Agreement contains restrictions regarding the transfer of the
Certificates and (e) the Certificates will bear a legend to the
foregoing effect.
<PAGE>
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such matters
related to securities similar to the Certificates, such that it is
capable of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an
investment and (c) an "accredited investor" within the meaning of
Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing Agreement and
[b] [c] such other information concerning the Certificates, the
Mortgage Loans and the Company as has been requested by the
Purchaser from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser has
had any questions arising from such review answered by the Company
or the Seller to the satisfaction of the Purchaser. [If the
Purchaser did not purchase the Certificates from the Seller in
connection with the initial distribution of the Certificates and was
provided with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original Sale") of
the Certificates by the Company, the Purchaser acknowledges that
such Memorandum was provided to it by the Seller, that the
Memorandum was prepared by the Company solely for use in connection
with the Original Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates by the
Purchaser from the Seller, and the Purchaser agrees that it will
look solely to the Seller and not to the Company with respect to any
damage, liability, claim or expense arising out of, resulting from
or in connection with (a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b) any information,
development or event arising after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or
will it authorize any person to (a) offer, pledge, sell, dispose of
or otherwise transfer any Certificate, any interest in any
Certificate or any other similar security to any person in any
manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any interest in
any Certificate or any other similar security from any person in any
manner, (c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner
or (e) take any other action, that (as to any of (a) through (e)
above) would constitute a distribution of any Certificate under the
Act, that would render the disposition of any Certificate a
violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant
J-2
<PAGE>
thereto. The Purchaser will not sell or otherwise transfer any of
the Certificates, except in compliance with the provisions of the
Pooling and Servicing Agreement.
6. The Purchaser hereby certifies, represents and warrants to, and
covenants with the Company, the Trustee and the Master Servicer that
the following statements in (a), (b) or (c) are correct:
(a) The Purchaser is not an employee benefit or other plan
subject to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate
with "plan assets" of any Plan within the meaning of the Department
of Labor ("DOL") regulation at 29 C.F.R.
ss.2510.3-101;
(b) The Purchaser is an insurance company; the source of the
funds being used by the Purchaser to acquire the Certificates is
assets of the Purchaser's "general account"; the conditions set
forth in Prohibited Transaction Class Exemption ("PTCE") 95-60
issued by the DOL have been satisfied and the purchase, holding and
transfer of Certificates by or on behalf of the Purchaser are exempt
under PTCE 95-60; and the amount of reserves and liabilities for
such general account contracts held by or on behalf of any Plan do
not exceed 10% of the total reserves and liabilities of such general
account plus surplus as of the date hereof (for purposes of this
clause, all Plans maintained by the same employer (or affiliate
thereof) or employee organization are deemed to be a single Plan) in
connection with its purchase and holding of such Certificates; or
(c) The Purchaser has provided the Trustee, the Company and
the Master Servicer with an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the
Master Servicer to the effect that the purchase of Certificates is
permissible under applicable law, will not constitute or result in
any non-exempt prohibited transaction under ERISA or Section 4975 of
the Code and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to
those undertaken in the Pooling and Servicing Agreement.
J-3
<PAGE>
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
either such Plan or person meets the requirements set forth in either (a), (b)
or (c) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-4
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1998-S30
Re: Mortgage Pass-Through Certificates,
Series 1998-S23, [Class M-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S30, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
(a) The Purchaser is not an employee benefit or other
plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan
J-2-1
<PAGE>
within the meaning of the Department of Labor ("DOL") regulation at 29
C.F.R. ss.2510.3-101;
(b) The Purchaser is an insurance company; the source
of the funds being used by the Purchaser to acquire the Certificates
is assets of the Purchaser's "general account"; the conditions set
forth in Prohibited Transaction Class Exemption ("PTCE") 95-60
issued by the DOL have been satisfied and the purchase, holding and
transfer of Certificates by or on behalf of the Purchaser are exempt
under PTCE 95-60; and the amount of reserves and liabilities for
such general account contracts held by or on behalf of any Plan do
not exceed 10% of the total reserves and liabilities of such general
account plus surplus as of the date hereof (for purposes of this
clause, all Plans maintained by the same employer (or affiliate
thereof) or employee organization are deemed to be a single Plan) in
connection with its purchase and holding of such Certificates; or
(c) The Purchaser has provided the Trustee, the
Company and the Master Servicer with an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee,
the Company and the Master Servicer to the effect that the purchase
of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code and will not subject the Trustee,
the Company or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in the Pooling and
Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either (a), (b) or (c) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-2-2
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S30
Re: Mortgage Pass-Through Certificates,
Series 1998-S30, [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-S30, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 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
K-1
<PAGE>
set forth in the foregoing sentence with respect to any Certificate. The Seller
has not and will not sell or otherwise transfer any of the Certificates, except
in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
K-2
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
===============================================
===============================================
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of December 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
<PAGE>
144A Securities or any other similar security to, or solicited any offer
to buy or accept a transfer, pledge or other disposition of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A Securities or any
other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the Rule
144A Securities under the 1933 Act or that would render the disposition of
the Rule 144A Securities a violation of Section 5 of the 1933 Act or
require registration pursuant thereto, nor will it act, nor has it
authorized or will it authorize any person to act, in such manner with
respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used by
it to purchase the Certificates is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Section III of
PTCE 95-60.]
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
L-2
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this document
as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
L-3
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar
official or is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
L-4
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
L-5
<PAGE>
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A Yes No Securities only for
the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-6
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements made herein
L-7
<PAGE>
because one or more sales to the Buyer will be in reliance on Rule 144A. In
addition, the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-8
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made
prior to the later of the third Business Day prior to each Distribution Date or
the related Determination Date by the Master Servicer with written notice
thereof to the Trustee. The maximum amount that Residential Funding shall be
required to pay pursuant to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X) minus the sum of (i) all
previous payments made under subsections (a) and (b) hereof and (ii) all draws
under the Limited Guaranty made in lieu
<PAGE>
of such payments as described below in subsection (d) and (Y) the then
outstanding Certificate Principal Balances of the Class B Certificates, or such
lower amount as may be established pursuant to Section 12.02. Residential
Funding's obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute
M-2
<PAGE>
guarantor or obligor, addressed to the Master Servicer and the Trustee, that
such substitute instrument constitutes a legal, valid and binding obligation of
the substitute guarantor or obligor, enforceable in accordance with its terms,
and concerning such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor the Trustee
shall be obligated to substitute for or replace the Limited Guaranty or
Subordinate Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
M-3
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1998-S30
, 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S30
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of December 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-S30 (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
<PAGE>
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.
N-2
<PAGE>
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
N-3
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S30
Re: Mortgage Pass-Through Certificates, Series 1998-S30
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
December 1, 1998 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
the Trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants with, the Master Servicer
and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified
to have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
<PAGE>
Very truly yours,
(Lender)
By:
Name:
Title:
O-2
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULES
1
RUN ON : 12/22/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 08.44.18 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1998-S30 CUTOFF : 12/01/98
POOL : 0004345
:
:
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 #
______________________________________________________________________________
1675105 180/G01 F 136,600.00 ZZ
360 136,396.61 1
LOT 3 UNDERWOOD DR 7.500 955.13 71
7.250 955.13 195,000.00
LAKESHORE FORES GA 30564 1 02/02/98 00
0431103035 05 11/01/98 0
0012208138 O 10/01/28
0
1710473 526/526 F 284,000.00 ZZ
360 281,749.15 1
4135 ALHAMA DRIVE 6.750 1,842.02 75
6.500 1,842.02 380,000.00
WOODLAND HI CA 91364 2 02/24/98 00
306534 05 04/01/98 0
306534 O 03/01/28
0
1713519 891/G01 F 276,000.00 ZZ
353 276,000.00 1
PORTOBAGO TRAIL 7.500 1,940.11 80
7.250 1,940.11 345,000.00
PORT ROYAL VA 22535 4 11/12/98 00
0431106624 05 01/01/99 0
98038288 O 05/01/28
0
1715728 429/549 F 314,000.00 ZZ
360 312,140.87 1
2339 TICONDEROGA DRIVE 7.625 2,222.48 90
7.375 2,222.48 349,000.00
SAN MATEO CA 94402 1 03/13/98 11
63887452 03 05/01/98 25
1
63887452 O 04/01/28
0
1718282 E62/K06 F 465,000.00 ZZ
360 461,791.58 1
4380 OLD WESLEYAN WOODS 7.500 3,251.35 77
7.250 3,251.35 607,000.00
ALPHARETTA GA 30022 2 03/16/98 00
0430803254 03 05/01/98 0
3600003239 O 04/01/28
0
1724366 462/462 F 429,000.00 ZZ
360 425,837.99 1
6380 ROYAL GROVE DRIVE 7.125 2,890.26 76
6.875 2,890.26 568,710.00
HUNTINGTON BEAC CA 92648 1 02/09/98 00
4954707 03 04/01/98 0
4954707 O 03/01/28
0
1724416 462/462 F 303,050.00 ZZ
360 300,974.50 1
205 SOUTH GORDON ROAD 7.500 2,118.97 95
7.250 2,118.97 319,000.00
FT LAUDERDALE FL 33301 1 02/27/98 12
5203005 05 04/01/98 30
5203005 O 03/01/28
0
1724454 462/462 F 229,650.00 ZZ
360 228,038.03 1
6862 NW 111 AVENUE 7.375 1,586.14 80
7.125 1,586.14 287,090.00
MIAMI FL 33178 1 02/27/98 00
5130109 03 04/01/98 0
5130109 O 03/01/28
0
1724503 462/462 F 238,650.00 ZZ
360 236,891.01 1
19 AMBROSIA PLACE 7.125 1,607.83 80
6.875 1,607.83 298,370.00
THE WOODLANDS TX 77381 1 02/10/98 00
4931507 03 04/01/98 0
4931507 O 03/01/28
0
1
1724507 462/462 F 297,500.00 ZZ
360 294,089.26 1
1208 VIA VISALIA 7.125 2,004.32 79
6.875 2,004.32 380,000.00
SAN CLEMENTE CA 92672 2 02/23/98 00
5275706 03 04/01/98 0
5275706 O 03/01/28
0
1724575 462/462 F 487,000.00 ZZ
360 483,497.03 1
6 PACIFIC CREST 7.250 3,322.20 80
7.000 3,322.20 610,000.00
LAGUNA NIGUEL CA 92677 2 02/26/98 00
5274501 03 04/01/98 0
5274501 O 03/01/28
0
1724600 462/462 F 500,000.00 ZZ
360 496,571.48 1
2155 PALMER PLACE 7.500 3,496.08 80
7.250 3,496.08 625,000.00
TUSTIN CA 92782 1 02/11/98 00
5052006 03 04/01/98 0
5052006 O 03/01/28
0
1724650 462/462 F 572,300.00 ZZ
360 568,081.77 1
2543 ALAMO COUNTRY CIRCLE 7.125 3,855.70 80
6.875 3,855.70 715,416.00
ALAMO CA 94507 1 02/19/98 00
4553442 05 04/01/98 0
4553442 O 03/01/28
0
1725306 E22/G01 F 310,000.00 ZZ
360 308,253.53 1
50280 FELLOWS HILL DRIVE 7.875 2,247.72 80
7.625 2,247.72 387,585.00
PLYMOUTH MI 48170 1 03/31/98 00
0410768717 05 05/01/98 0
410768717 O 04/01/28
0
1725351 L38/K06 F 243,300.00 ZZ
360 241,894.71 1
4 REDMOND COURT 7.750 1,743.04 89
7.500 1,743.04 276,154.00
1
BRIDGEWATER NJ 08876 1 03/30/98 04
0430736413 03 05/01/98 25
004070000000590 O 04/01/28
0
1725710 144/144 F 350,000.00 T
360 348,295.57 1
4 ON THE BLUFF 7.125 2,358.01 25
NORTH HAVEN 6.875 2,358.01 1,449,540.00
SOUTHHAMPTON NY 11963 4 05/19/98 00
0000 05 07/01/98 0
0000 O 06/01/28
0
1726810 168/168 F 397,000.00 ZZ
360 394,590.76 1
50 AMBASSADOR DRIVE 7.500 2,775.88 80
7.250 2,775.88 500,000.00
ROCHESTER NY 14610 2 03/13/98 00
189332573 05 05/01/98 0
189332573 O 04/01/28
0
1731977 168/168 F 268,000.00 ZZ
360 266,373.64 1
792 COVERDALE COURT 7.500 1,873.89 80
7.250 1,873.89 335,000.00
VIRGINIA BEACH VA 23452 1 03/31/98 00
0169375340 05 05/01/98 0
0169375340 O 04/01/28
0
1732502 514/K06 F 145,600.00 ZZ
360 144,716.36 1
903 CATALPA COVE 7.500 1,018.06 80
7.250 1,018.06 182,043.00
ROUND ROCK TX 78664 1 03/27/98 00
0430806182 03 05/01/98 0
366598 O 04/01/28
0
1733326 367/367 F 269,370.10 ZZ
327 267,351.08 1
8416 BELLS RIDGE TERRACE 7.625 1,958.44 78
7.375 1,958.44 347,470.00
POTOMAC MD 20854 1 04/17/98 00
264400 07 05/01/98 0
264400 O 07/01/25
0
1
1733690 575/K06 F 124,250.00 ZZ
360 123,495.92 1
1120 WANDA LANE 7.500 868.78 70
7.250 868.78 177,500.00
MECHANICSVILLE MD 20659 1 03/26/98 00
0430765164 05 05/01/98 0
6841548 O 04/01/28
0
1734130 920/G01 F 568,000.00 ZZ
354 568,000.00 1
238 15TH STREET 7.375 3,941.31 80
7.125 3,941.31 710,000.00
SEAL BEACH CA 90740 2 11/20/98 00
0431117779 05 01/01/99 0
T985109 O 06/01/28
0
1734172 638/K06 F 148,450.00 ZZ
360 147,016.36 1
1984 DAVIS DRIVE 7.000 987.64 90
6.750 987.64 165,000.00
LOS BANOS CA 93635 1 04/16/98 10
0430767160 05 06/01/98 25
08721934 O 05/01/28
0
1735656 A19/K06 F 238,000.00 ZZ
360 236,594.36 1
215 BARTHOLOMEW STREET 7.875 1,725.67 79
7.625 1,725.67 305,000.00
PEABODY MA 01960 2 05/20/98 00
0430805689 05 07/01/98 0
7310 O 06/01/28
0
1736263 098/G01 F 280,000.00 ZZ
360 279,572.55 1
18 OSBORN STREET 7.375 1,933.90 66
7.125 1,933.90 425,000.00
STONY POINT NY 10980 2 09/29/98 00
0431105238 05 11/01/98 0
9809042048 O 10/01/28
0
1741301 F28/K06 F 390,000.00 ZZ
360 385,145.44 1
1
835 BAY COLT LANE 7.500 2,726.94 80
7.250 2,726.94 490,000.00
UNION KY 41091 1 07/25/97 00
0430789818 03 09/01/97 0
3325109 O 08/01/27
0
1743782 891/G01 F 138,000.00 ZZ
355 138,000.00 1
VALLEY FIELD LANE 7.500 968.56 80
7.250 968.56 173,500.00
RADFORD VA 24141 2 10/27/98 00
0431106632 05 01/01/99 0
98085335 O 07/01/28
0
1744040 M65/K06 F 160,000.00 ZZ
360 159,442.13 1
1346 EDWARDS AVENUE 7.875 1,160.12 80
7.625 1,160.12 200,000.00
BRONX NY 10461 1 06/30/98 00
0430990895 05 08/01/98 0
0000 O 07/01/28
0
1744720 891/G01 F 163,000.00 ZZ
354 163,000.00 1
LOT 25A DEER MEADOWS ESTATES 7.750 1,172.80 82
7.500 1,172.80 198,800.00
CHURCHVILLE VA 24421 2 11/11/98 12
0431120294 05 01/01/99 12
98110360 O 06/01/28
0
1744808 168/168 F 288,000.00 ZZ
360 285,239.07 1
2260 PECONIC BAY BOULEVARD 7.750 2,063.27 90
7.500 2,063.27 320,000.00
LAUREL NY 11948 1 03/03/98 04
0189336030 05 05/01/98 25
0189336030 O 04/01/28
0
1747478 025/025 F 371,700.00 ZZ
360 368,931.48 1
478 SQUIRE DRIVE 7.625 2,630.87 87
7.375 2,630.87 428,500.00
WELLINGTON FL 33414 4 02/02/98 11
475865 05 03/01/98 25
1
475865 O 02/01/28
0
1747576 686/686 F 100,000.00 ZZ
360 99,362.54 1
85 MESROBIAN DRIVE 7.250 682.18 25
7.000 682.18 400,000.00
LAUREL NY 11948 1 04/15/98 00
818587388 05 05/15/98 0
818587388 O 04/15/28
0
1748284 180/G01 F 264,000.00 ZZ
360 262,636.67 1
2669 THRUSH COURT 7.625 1,868.58 80
7.375 1,868.58 330,000.00
SAN JOSE CA 95125 1 04/03/98 00
0431096890 05 06/01/98 0
12584306 O 05/01/28
0
1749636 638/K06 F 314,500.00 ZZ
360 313,077.52 1
28 MEADOWVIEW LANE 7.500 2,199.03 81
7.250 2,199.03 390,000.00
IPSWICH MA 01938 1 05/22/98 04
0430821090 05 07/01/98 12
8741257 O 06/01/28
0
1749663 561/561 F 152,000.00 ZZ
360 151,259.73 1
1218 REECE RD 7.125 1,024.06 80
6.875 1,024.06 190,000.00
SEVERN MD 21144 1 05/08/98 00
9318064 05 07/01/98 0
9318064 O 06/01/28
0
1758663 E83/G01 F 275,000.00 ZZ
360 273,841.08 1
671 WHITE PLAINS ROAD 7.375 1,899.36 71
7.125 1,899.36 390,000.00
EASTCHESTER NY 10709 1 08/28/98 00
0431125699 05 10/01/98 0
98050033 O 09/01/28
0
1
1760505 E45/G01 F 242,000.00 ZZ
360 240,850.03 1
2095 WALNUT CREEK CROSSING 7.250 1,650.87 80
7.000 1,650.87 302,500.00
ALPHARETTA GA 30005 1 05/18/98 00
0430866137 05 07/01/98 0
39465 O 06/01/28
0
1760596 E45/G01 F 295,200.00 ZZ
360 293,797.28 1
11 WHITE ROAD 7.250 2,013.78 80
7.000 2,013.78 369,000.00
WHITE GA 30184 2 05/12/98 00
0430862433 05 07/01/98 0
34525 O 06/01/28
0
1761052 B75/K06 F 255,000.00 ZZ
360 253,956.14 1
1128 LAS POSAS 8.000 1,871.10 90
7.750 1,871.10 285,000.00
SAN CLEMENTE CA 92673 2 05/18/98 11
0430973495 05 07/01/98 25
7615776 O 06/01/28
0
1761374 180/G01 F 217,000.00 ZZ
360 216,111.71 1
9680 STANGE AVENUE 8.000 1,592.27 73
7.750 1,592.27 300,000.00
LAS VEGAS NV 89129 4 05/13/98 00
0431101351 05 07/01/98 0
4887071 O 06/01/28
0
1763055 F18/G01 F 312,000.00 ZZ
360 311,756.61 1
886 WINDSOR HILLS CIRCLE 7.250 2,128.39 80
7.000 2,128.39 390,000.00
SAN JOSE CA 95123 5 10/13/98 00
0431093475 05 12/01/98 0
00290 O 11/01/28
0
1763744 L47/G01 F 337,000.00 ZZ
360 335,589.17 1
176 ALTA VISTA WAY 7.375 2,327.58 54
7.125 2,327.58 630,000.00
1
DANVILLE CA 94506 2 06/08/98 00
0431014919 05 08/01/98 0
980154 O 07/01/28
0
1763908 952/G01 F 384,350.00 ZZ
360 384,042.64 1
7 DEERHILL DRIVE 7.125 2,589.44 75
6.875 2,589.44 512,500.00
HO HO KUS NJ 07423 1 10/02/98 00
0431061688 05 12/01/98 0
98002399 O 11/01/28
0
1765317 806/G01 F 171,050.00 ZZ
360 170,407.28 1
301 SHADOW TREE DRIVE 7.500 1,196.01 70
7.250 1,196.01 244,420.00
OCEANSIDE CA 92054 1 06/29/98 00
0431093715 03 08/01/98 0
1050003384 O 07/01/28
0
1768017 074/K06 F 80,000.00 ZZ
360 79,699.37 1
18240 MANOR LANE 7.500 559.38 32
7.250 559.38 250,000.00
LIVONIA MI 48152 1 06/08/98 00
0430943282 05 08/01/98 0
1581199168 O 07/01/28
0
1770331 638/K06 F 246,500.00 ZZ
360 245,526.86 1
25521 PALERMO WAY 7.250 1,681.56 87
7.000 1,681.56 285,000.00
YORBA LINDA CA 92887 2 06/01/98 10
0430895177 05 08/01/98 25
8751026 O 07/01/28
0
1773954 830/G01 F 262,150.00 ZZ
360 261,258.73 1
164 COVINIA AVE 8.000 1,923.56 80
7.750 1,923.56 330,000.00
LONG BEACH CA 90803 6 06/23/98 00
0431092394 05 08/01/98 0
1558502 O 07/01/28
0
1
1774023 270/G01 F 475,000.00 ZZ
360 473,909.00 1
4241 CHESTNUT AVENUE 7.375 3,280.71 77
7.125 3,280.71 620,000.00
LONG BEACH CA 90807 2 08/05/98 00
0431087006 05 10/01/98 0
2623304 O 09/01/28
0
1776255 E75/G01 F 258,000.00 ZZ
360 257,813.27 1
62 CEDAR SHORE DRIVE 7.625 1,826.11 73
7.375 1,826.11 358,000.00
MASSAPEQUA NY 11758 1 10/23/98 00
0431114651 05 12/01/98 0
C9801558 O 11/01/28
0
1781923 721/G01 F 143,100.00 ZZ
360 142,902.38 1
104 BRIAN CIRCLE 7.875 1,037.58 90
7.625 1,037.58 159,000.00
COUNCIL BLUFFS IA 51503 1 09/23/98 01
0431094952 05 11/01/98 25
7810070836 O 10/01/28
0
1794138 A26/G01 F 247,500.00 ZZ
360 247,500.00 1
790 ARGYLE ROAD 7.625 1,751.79 90
7.375 1,751.79 275,000.00
BROOKLYN NY 11230 1 11/03/98 01
0431107416 05 01/01/99 25
11807 O 12/01/28
0
1797588 K56/G01 F 98,750.00 ZZ
360 98,505.73 1
228 SW CANYON DRIVE 7.000 656.99 79
6.750 656.99 125,000.00
REDMOND OR 97756 2 08/21/98 00
0430999235 05 10/01/98 0
B11005 O 09/01/28
0
1799393 A26/G01 F 310,000.00 ZZ
360 310,000.00 1
1
495 VINELAND AVENUE 7.750 2,220.88 72
7.500 2,220.88 436,500.00
STATEN ISLAND NY 10312 5 10/28/98 00
0431094390 05 01/01/99 0
11804 O 12/01/28
0
1803927 480/G01 F 707,000.00 ZZ
360 705,947.32 1
9990 OLD CUTLER ROAD 7.500 4,943.45 49
7.250 4,943.45 1,450,000.00
CORAL GABLES FL 33156 2 09/22/98 00
0431078724 05 11/01/98 0
2498871 O 10/01/28
0
1806576 A26/G01 F 515,000.00 ZZ
360 515,000.00 1
189 DOWNES AVENUE 6.625 3,297.61 79
6.375 3,297.61 653,000.00
STATEN ISLAND NY 10312 2 11/12/98 00
0431112440 05 01/01/99 0
11964 O 12/01/28
0
1806772 952/G01 F 259,450.00 ZZ
360 259,226.62 1
124 SPRING HILL CIRCLE 6.750 1,682.79 72
6.500 1,682.79 365,000.00
WAYNE NJ 07470 1 10/08/98 00
0431071356 09 12/01/98 0
98002591 O 11/01/28
0
1807653 356/G01 F 309,000.00 ZZ
360 308,087.81 1
1194 BERKSHIRE DRIVE 7.375 2,134.19 58
7.125 2,134.19 538,000.00
SAN JOSE CA 95125 2 08/14/98 00
0431068394 05 10/01/98 0
2573004 O 09/01/28
0
1807881 L84/G01 F 270,750.00 ZZ
360 270,326.31 1
4754 ROUND TOP DRIVE 7.250 1,846.99 95
7.000 1,846.99 285,000.00
LOS ANGELES CA 90065 1 09/03/98 04
0431054410 05 11/01/98 30
1
L84 O 10/01/28
0
1809696 601/G01 F 321,350.00 ZZ
360 319,399.81 1
58 RIPPLEWOOD DRIVE 7.500 2,246.93 75
7.250 2,246.93 430,000.00
UPPER SADDLE RI NJ 07652 1 03/11/98 00
0431114065 05 05/01/98 0
24849 O 04/01/28
0
1810560 025/025 F 450,000.00 ZZ
341 447,929.24 1
2028 SUNSET HILLS TERRACE 7.125 3,081.14 38
6.875 3,081.14 1,200,000.00
NASHVILLE TN 37215 2 06/15/98 00
130866 05 08/01/98 0
130866 O 12/01/26
0
1810603 025/025 F 547,500.00 ZZ
360 546,178.70 1
1033 BROOKHAVEN LANE 7.125 3,688.61 75
6.875 3,688.61 730,000.00
ATLANTA GA 30319 2 08/12/98 00
187668 03 10/01/98 0
187668 O 09/01/28
0
1810610 069/G01 F 412,500.00 ZZ
360 412,178.21 1
311 NORTH ARDEN BOULEVARD 7.250 2,813.98 75
7.000 2,813.98 550,000.00
LOS ANGELES CA 90004 1 10/22/98 00
0431125194 05 12/01/98 0
229529 O 11/01/28
0
1810620 A06/G01 F 425,000.00 ZZ
360 424,660.13 1
25435 CANTERBURY 7.125 2,863.31 45
6.875 2,863.31 950,000.00
FRANKLIN MI 48025 2 10/07/98 00
0431089093 05 12/01/98 0
9812379 O 11/01/28
0
1
1810622 A06/G01 F 341,250.00 ZZ
360 340,983.79 1
4720 MORRIS LAKE CIRCLE 7.250 2,327.93 75
7.000 2,327.93 455,000.00
WEST BLOOMFIELD MI 48323 5 10/02/98 00
0431090844 05 12/01/98 0
9813036 O 11/01/28
0
1810668 B57/G01 F 400,000.00 ZZ
360 399,309.26 1
11358 ELDERWOOD STREET 6.750 2,594.40 76
6.500 2,594.40 530,000.00
LOS ANGELES CA 90049 1 09/18/98 00
0431048057 05 11/01/98 0
9821187 O 10/01/28
0
1810705 356/G01 F 330,000.00 ZZ
360 329,496.25 1
470 GLASSON CIRCLE 7.375 2,279.23 86
7.125 2,279.23 385,000.00
DANVILLE CA 94526 1 09/01/98 19
0431108273 03 11/01/98 25
2581668 O 10/01/28
0
1810706 685/G01 F 285,450.00 ZZ
360 284,957.09 1
8042 KELOK WAY 6.750 1,851.42 75
6.500 1,851.42 385,450.00
CLAYTON CA 94517 1 09/02/98 00
0431053768 05 11/01/98 0
111773 O 10/01/28
0
1810811 H04/G01 F 143,500.00 ZZ
360 143,390.81 1
1131 MORELLO AVENUE 7.375 991.12 70
7.125 991.12 205,000.00
MARTINEZ CA 94533 1 10/21/98 00
0431097997 05 12/01/98 0
319542 O 11/01/28
0
1810892 637/G01 F 317,250.00 ZZ
360 317,250.00 1
1064 EAST 17TH STREET 7.125 2,137.38 75
6.875 2,137.38 423,000.00
1
BROOKLYN NY 11230 1 11/05/98 00
0431126929 05 01/01/99 0
0013259882 O 12/01/28
0
1811007 A06/G01 F 296,000.00 ZZ
360 295,780.32 1
4150 SOUTHMOOR LANE 7.500 2,069.68 74
7.250 2,069.68 400,000.00
WEST BLOOMFIELD MI 48323 5 10/27/98 00
0431101609 05 12/01/98 0
000000 O 11/01/28
0
1811027 A06/G01 F 352,000.00 ZZ
360 351,704.28 1
2024 N RACINE #O 6.875 2,312.39 80
6.625 2,312.39 440,000.00
CHICAGO IL 60614 1 11/02/98 00
0431112283 05 12/01/98 0
000 O 11/01/28
0
1811131 F03/G01 F 96,600.00 T
360 96,600.00 1
3226 REDSTONE LANE #A8 7.750 692.05 70
7.500 692.05 138,000.00
BOULDER CO 80303 1 11/10/98 00
0431107390 01 01/01/99 0
DEN12782 O 12/01/28
0
1811268 806/G01 F 183,300.00 ZZ
360 183,149.75 1
1562 SAWGRASS DRIVE 7.000 1,219.50 80
6.750 1,219.50 229,185.00
SAN JOSE CA 95116 1 10/01/98 00
0431100825 03 12/01/98 0
1060010479 O 11/01/28
0
1811377 111/111 F 475,000.00 ZZ
360 473,853.68 1
849 PINON AVENUE 7.125 3,200.16 80
6.875 3,200.16 595,000.00
MILLBRAE CA 94030 2 08/20/98 00
762903 05 10/01/98 0
762903 O 09/01/28
0
1
1811398 025/025 F 444,000.00 ZZ
360 442,901.77 1
3710 NEW HIGHWAY 96 WEST 7.000 2,953.95 80
6.750 2,953.95 555,000.00
FRANKLIN TN 37064 1 08/28/98 00
189918 03 10/01/98 0
189918 O 09/01/28
0
1811481 964/G01 F 237,600.00 ZZ
360 237,400.39 1
13625 VIA DEL PALMA 6.875 1,560.86 80
6.625 1,560.86 297,000.00
WHITTIER CA 90602 1 10/23/98 00
0431093251 05 12/01/98 0
42713 O 11/01/28
0
1811749 637/G01 F 356,000.00 ZZ
360 355,202.41 1
184 STEWART DRIVE 7.500 2,489.21 31
7.250 2,489.21 1,150,000.00
TIBURON CA 94920 2 08/26/98 00
0431100619 05 10/01/98 0
13369194 O 09/01/28
0
1811826 637/G01 F 340,000.00 ZZ
360 339,747.67 1
11821 WHISPERWOOD WAY 7.500 2,377.33 63
7.250 2,377.33 540,000.00
NEVADA CITY CA 95959 1 10/13/98 00
0431113547 05 12/01/98 0
0011065620 O 11/01/28
0
1811865 H19/G01 F 320,000.00 ZZ
360 319,737.70 1
2336 EAST AUTUMN RIDGE DRIVE 7.000 2,128.97 59
6.750 2,128.97 550,000.00
SANDY UT 84092 5 10/20/98 00
0431099308 05 12/01/98 0
2088037 O 11/01/28
0
1811876 F59/G01 F 315,000.00 ZZ
360 314,748.10 1
1
157 WASHINGTON STREET 7.125 2,122.21 75
6.875 2,122.21 420,000.00
SHERBORN MA 01770 5 10/26/98 00
0431102128 05 12/01/98 0
0000 O 11/01/28
0
1812051 076/076 F 265,700.00 ZZ
360 265,009.83 1
103 PINE STREET 6.750 1,723.33 73
6.500 1,723.33 365,000.00
MEDFIELD MA 02052 2 09/02/98 00
7259203 05 10/01/98 0
7259203 O 09/01/28
0
1812068 076/076 F 300,000.00 ZZ
360 299,220.74 1
2705 RIDGE AVENUE 6.750 1,945.80 59
6.500 1,945.80 515,000.00
EVANSTON IL 60201 1 08/24/98 00
7293783 05 10/01/98 0
7293783 O 09/01/28
0
1812071 076/076 F 265,000.00 ZZ
360 264,123.46 1
405 ROLLING LANE 7.000 1,763.06 75
6.750 1,763.06 356,900.00
LOUISVILLE KY 40207 1 08/03/98 00
7308660 05 09/01/98 0
7308660 O 08/01/28
0
1812302 883/G01 F 300,000.00 ZZ
360 299,553.31 1
12432 KIRBY SMITH ROAD 7.500 2,097.65 93
7.250 2,097.65 325,000.00
ORLANDO FL 32832 1 09/18/98 14
0431102284 05 11/01/98 30
01000085 O 10/01/28
0
1812350 180/G01 F 280,250.00 BB
360 279,637.63 1
5703 MERIDIAN AVENUE 7.625 1,983.59 95
7.375 1,983.59 295,000.00
SAN JOSE CA 95118 1 08/25/98 04
0431099233 05 10/01/98 30
1
0013160270 O 09/01/28
0
1812373 E76/G01 F 366,750.00 T
360 365,928.34 1
929 NORTHWOOD BOULEVARD #29 7.500 2,564.37 75
7.250 2,564.37 489,000.00
INCLINE VILLAGE NV 89451 1 08/19/98 00
0431102086 01 10/01/98 0
C9808012 O 09/01/28
0
1812615 731/G01 F 226,200.00 ZZ
360 226,005.25 1
4450 CERRITOS AVENUE 6.750 1,467.13 64
6.500 1,467.13 355,000.00
LONG BEACH CA 90807 2 10/13/98 00
0431076827 05 12/01/98 0
1194052 O 11/01/28
0
1813193 K08/G01 F 185,000.00 ZZ
360 184,738.02 1
1425 HEATHER COURT 7.750 1,325.36 90
7.500 1,325.36 206,000.00
MANTECA CA 95336 1 09/23/98 04
0410996045 05 11/01/98 25
410996045 O 10/01/28
0
1813249 M63/G01 F 600,000.00 ZZ
360 599,495.93 1
S40 W22620 SOMMERS HILL DRIVE 6.875 3,941.57 67
6.625 3,941.57 900,000.00
WAUKESHA WI 53189 2 10/20/98 00
0431095843 05 12/01/98 0
9810927 O 11/01/28
0
1813390 588/G01 F 260,000.00 ZZ
360 259,551.02 1
58 JOHN STREET 6.750 1,686.36 72
6.500 1,686.36 363,000.00
WYCKOFF NJ 07481 1 09/09/98 00
0431052398 05 11/01/98 0
980805018 O 10/01/28
0
1
1813400 814/G01 F 196,000.00 ZZ
360 196,000.00 1
6500 SHOUP AVENUE (WEST HILLS 7.250 1,337.07 80
AREA) 7.000 1,337.07 245,000.00
LOS ANGELES CA 91307 2 11/19/98 00
0431126036 05 01/01/99 0
0001074475 O 12/01/28
0
1813446 964/G01 F 265,000.00 ZZ
360 264,542.39 1
1341 23RD AVENUE 6.750 1,718.79 63
6.500 1,718.79 425,000.00
SAN FRANCISCO CA 94122 2 09/16/98 00
0431077031 05 11/01/98 0
41637 O 10/01/28
0
1813467 E33/G01 F 360,000.00 ZZ
360 359,650.00 1
120 RAVINE AVE 6.500 2,275.45 80
6.250 2,275.45 450,000.00
LAKE BLUFF IL 60044 4 09/30/98 00
0431053321 05 12/01/98 0
332446171 O 11/01/28
0
1813677 637/G01 F 270,000.00 ZZ
360 269,149.82 1
2211 215TH AVE EAST 7.250 1,841.88 90
7.000 1,841.88 300,000.00
SUMNER WA 98390 2 07/22/98 14
0431053834 03 09/01/98 25
0010462976 O 08/01/28
0
1813700 637/G01 F 370,000.00 ZZ
360 369,361.07 1
875 MENLO OAKS DRIVE 6.750 2,399.82 40
6.500 2,399.82 925,000.00
MENLO PARK CA 94025 5 09/11/98 00
0431063171 05 11/01/98 0
0010937167 O 10/01/28
0
1814293 637/G01 F 245,000.00 ZZ
360 244,363.61 1
16 ROBINSON DR 6.750 1,589.07 72
6.500 1,589.07 345,000.00
1
BETHPAGE NY 11714 5 08/25/98 00
0431054758 05 10/01/98 0
0013253703 O 09/01/28
0
1814314 B23/G01 F 247,500.00 ZZ
360 247,325.32 1
5903 EAST ARMP CRESCENT 7.750 1,773.12 90
7.500 1,773.12 275,000.00
ANAHEIM CA 92807 1 10/26/98 19
0431104918 05 12/01/98 25
88003076 O 11/01/28
0
1814331 637/G01 F 253,500.00 ZZ
360 253,072.82 1
1231 BAROTT ROAD 6.875 1,665.32 69
6.625 1,665.32 370,000.00
LAFAYETTE CA 94549 2 09/14/98 00
0431062561 05 11/01/98 0
0010131399 O 10/01/28
0
1814427 N20/G01 F 460,000.00 ZZ
360 459,603.95 1
597 NORTH LITTLE TREE CIRCLE 6.750 2,983.55 52
6.500 2,983.55 889,000.00
SALT LAKE CITY UT 84108 2 10/26/98 00
0431101112 05 12/01/98 0
1814427 O 11/01/28
0
1814470 731/G01 F 345,000.00 ZZ
360 344,460.11 1
3620 VIA PALOMINO 7.250 2,353.51 41
7.000 2,353.51 850,000.00
PALOS VERDES ES CA 90274 5 09/22/98 00
0431104645 05 11/01/98 0
1001662 O 10/01/28
0
1814475 H29/G01 F 339,000.00 ZZ
360 339,000.00 1
48 ACADEMY STREET 6.875 2,226.99 78
6.625 2,226.99 440,000.00
ARLINGTON MA 02476 2 10/28/98 00
0431098110 05 01/01/99 0
0319300 O 12/01/28
0
1
1814480 A06/G01 F 560,000.00 ZZ
360 559,573.88 1
5482 PUTNAM 7.375 3,867.79 70
7.125 3,867.79 800,000.00
WEST BLOOMFIELD MI 48322 5 11/02/98 00
0431108208 05 12/01/98 0
001000009812042 O 11/01/28
0
1814596 E26/G01 F 270,400.00 ZZ
360 269,223.81 1
6975 JEREMIAH COURT 6.625 1,731.41 80
6.375 1,731.41 338,000.00
MANASSAS VA 20112 1 07/17/98 00
0431055243 05 09/01/98 0
44800415 O 08/01/28
0
1814765 637/G01 F 310,000.00 ZZ
360 309,526.77 1
805 VINEYARD COURT 7.375 2,141.10 76
7.125 2,141.10 409,500.00
PLEASANT HILL CA 94523 2 09/18/98 00
0431092238 05 11/01/98 0
0013395678 O 10/01/28
0
1814844 D03/G01 F 380,000.00 ZZ
360 380,000.00 1
451 ADOBE PLACE 7.250 2,592.27 60
7.000 2,592.27 640,000.00
PALO ALTO CA 94306 5 11/03/98 00
0431112150 05 01/01/99 0
35593 O 12/01/28
0
1814865 765/G01 F 254,000.00 ZZ
360 253,796.88 1
3650 E GREEN GARDEN LANE 7.125 1,711.25 80
6.875 1,711.25 317,500.00
ORANGE CA 92868 1 10/22/98 00
0431099860 03 12/01/98 0
338573 O 11/01/28
0
1815105 A06/G01 F 637,500.00 ZZ
360 636,977.44 1
1
6735 MAPLE CREEK BLVD 7.000 4,241.31 75
6.750 4,241.31 850,000.00
WEST BLOOMFIELD MI 48322 2 10/23/98 00
0431092204 05 12/01/98 0
001000009814114 O 11/01/28
0
1815172 B75/G01 F 307,000.00 ZZ
360 306,531.37 1
2041 ALAELOA STREET 7.375 2,120.37 75
7.125 2,120.37 412,000.00
HONOLULU HI 96821 2 09/02/98 00
0431104959 03 11/01/98 0
7436397 O 10/01/28
0
1815302 562/562 F 224,925.00 ZZ
360 224,726.55 1
3142 GOMER STREET 6.625 1,440.22 75
6.375 1,440.22 299,900.00
YORKTOWN HEIGHT NY 10598 1 10/02/98 00
574343 05 12/01/98 0
574343 O 11/01/28
0
1815361 637/G01 F 186,400.00 ZZ
360 186,258.16 1
2104 OLYMPIC COVE 7.375 1,287.42 80
7.125 1,287.42 233,000.00
ROUND ROCK TX 78664 1 10/20/98 00
0431109099 03 12/01/98 0
092138350 O 11/01/28
0
1815933 025/025 F 243,292.83 ZZ
335 242,152.19 1
6510 NW 40 COURT 7.250 1,695.26 55
7.000 1,695.26 448,000.00
BOCA RATON FL 33496 2 06/30/98 00
108681 03 08/01/98 0
108681 O 06/01/26
0
1815941 025/025 F 292,300.00 ZZ
360 291,087.96 1
808 HIGHLAND TERRACE 7.000 1,944.68 90
6.750 1,944.68 324,800.00
ATLANTA GA 30306 1 06/29/98 11
389941 05 08/01/98 25
1
389941 O 07/01/28
0
1815986 A50/A50 F 295,650.00 ZZ
360 295,163.90 1
8625 TUTWILER LANE 7.000 1,966.97 90
6.750 1,966.97 328,500.00
MOBILE AL 36619 1 09/15/98 10
115290 05 11/01/98 25
115290 O 10/01/28
0
1816067 025/025 F 331,000.00 ZZ
360 327,588.53 1
1444 E GULF BEACH DRIVE 7.750 2,371.32 68
7.500 2,371.32 490,000.00
ST. GEORGE ISLA FL 32328 5 09/25/97 00
165728 05 11/01/97 0
165728 O 10/01/27
0
1816099 025/025 F 296,100.00 ZZ
351 295,376.24 1
XXXX SHELTERED RIDGE LANE 7.375 2,059.58 90
7.125 2,059.58 329,000.00
TAMPA FL 33647 1 08/25/98 11
446752 03 10/01/98 25
446752 O 12/01/27
0
1816113 025/025 F 225,953.87 ZZ
304 223,645.79 1
8256 WALLINGFORD HILLS LANE 7.500 1,662.32 72
7.250 1,662.32 316,000.00
JACKSONVILLE FL 32256 1 02/24/98 00
623032 05 04/01/98 0
623032 O 07/01/23
0
1816122 025/025 F 300,000.00 ZZ
360 299,257.96 1
5 ORCHARD SPRINGS DR 7.000 1,995.91 79
6.750 1,995.91 380,000.00
ROME GA 30165 1 08/14/98 00
324574 05 10/01/98 0
324574 O 09/01/28
0
1
1816150 637/G01 F 355,000.00 ZZ
360 354,701.75 1
5948 VISTA LOOP 6.875 2,332.10 45
6.625 2,332.10 800,000.00
SAN JOSE CA 95124 2 10/19/98 00
0431107770 05 12/01/98 0
0010942795 O 11/01/28
0
1816159 025/025 F 325,000.00 ZZ
360 324,196.14 1
7095 GREATWOOD TRAIL 7.000 2,162.23 60
6.750 2,162.23 550,000.00
ALPHARETTA GA 30005 1 08/20/98 00
187571 03 10/01/98 0
187571 O 09/01/28
0
1816166 025/025 F 229,175.10 ZZ
313 227,997.37 1
3134 NAUTILUS ROAD 7.625 1,688.79 71
7.375 1,688.79 325,000.00
MIDDLEBURG FL 32068 1 06/17/98 00
623872 05 08/01/98 0
623872 O 08/01/24
0
1816169 025/025 F 281,500.00 ZZ
360 280,768.81 1
100 BRISBANE COURT 6.750 1,825.80 80
6.500 1,825.80 353,000.00
FAYETTEVILLE GA 30215 1 08/17/98 00
526057 03 10/01/98 0
526057 O 09/01/28
0
1816185 025/025 F 213,750.00 ZZ
346 213,196.16 1
8107 MOONLIGHT LANE 7.250 1,474.91 75
7.000 1,474.91 285,000.00
NEW PORT RICHEY FL 34654 2 08/17/98 00
809349 03 10/01/98 0
809349 O 07/01/27
0
1816186 536/536 F 361,000.00 ZZ
360 360,230.82 1
94 204 MAKAWAI PLACE 6.500 2,281.77 80
6.250 2,281.77 451,622.00
1
WAIPAHU HI 96797 1 09/01/98 00
1205830 03 11/01/98 0
1205830 O 10/01/28
0
1816207 K79/G01 F 359,100.00 ZZ
360 359,100.00 1
120 OLD FARM ROAD 7.500 2,510.88 90
7.250 2,510.88 399,000.00
NORTH ANDOVER MA 01845 1 11/17/98 23
0431109115 05 01/01/99 0
109021816207 O 12/01/28
0
1816211 025/025 F 250,000.00 ZZ
350 248,992.60 1
SWEETMEADOW CIRCLE 7.500 1,761.48 77
7.250 1,761.48 326,000.00
SARASOTA FL 34238 1 06/10/98 00
552039 03 08/01/98 0
552039 O 09/01/27
0
1816227 077/077 F 250,000.00 ZZ
360 248,285.63 1
8696 TWILIGHT TEAR LANE 6.875 1,642.33 76
6.625 1,642.33 330,000.00
CINCINNATI OH 45249 1 03/21/98 00
6087 05 05/01/98 0
6087 O 04/01/28
0
1816276 B57/G01 F 250,000.00 ZZ
360 249,795.07 1
233 SOUTH NORTON AVENUE 7.000 1,663.26 34
6.750 1,663.26 736,500.00
LOS ANGELES CA 90004 1 10/01/98 00
0431058338 05 12/01/98 0
9821212 O 11/01/28
0
1816439 E33/G01 F 650,000.00 ZZ
360 649,440.36 1
15 S STONGATE 6.750 4,215.89 36
6.500 4,215.89 1,850,000.00
LAKE FOREST IL 60045 2 10/02/98 00
0431062777 05 12/01/98 0
358387726 O 11/01/28
0
1
1816524 025/025 F 251,330.52 ZZ
326 249,764.97 1
193 ELIZABETH STREET 7.250 1,766.35 78
7.000 1,766.35 325,000.00
ATLANTA GA 30307 1 05/20/98 00
417037 03 07/01/98 0
417037 O 08/01/25
0
1816547 025/025 F 350,000.00 ZZ
240 347,852.93 1
2401 NE OCEAN BOULEVARD 7.375 2,792.89 63
7.125 2,792.89 560,000.00
STUART FL 34996 2 08/05/98 00
741067 03 10/01/98 0
741067 O 09/01/18
0
1816559 025/025 F 344,972.57 ZZ
336 343,748.67 1
8131 LAKE CROWELL CIRCLE 7.500 2,459.20 87
7.250 2,459.20 400,000.00
ORLANDO FL 32836 2 08/07/98 04
462269 05 09/01/98 25
462269 O 08/01/26
0
1816601 025/025 F 360,000.00 ZZ
360 359,131.19 1
907 YEARLING WAY 7.125 2,425.39 80
6.875 2,425.39 450,000.00
NASHVILLE TN 37221 1 08/19/98 00
190051 03 10/01/98 0
190051 O 09/01/28
0
1816709 G32/G01 F 286,000.00 ZZ
360 286,000.00 1
1325 S LINDEN AVENUE 8.000 2,098.57 80
7.750 2,098.57 360,000.00
PARK RIDGE IL 60068 2 11/04/98 00
0431100817 05 01/01/99 0
1004482 O 12/01/28
0
1816753 964/G01 F 366,000.00 ZZ
360 365,714.48 1
1
25616 AMBER LEAF ROAD 7.250 2,496.77 80
7.000 2,496.77 457,500.00
TORRANCE CA 90505 1 10/15/98 00
0431094267 05 12/01/98 0
0 O 11/01/28
0
1816843 H19/G01 F 298,000.00 ZZ
360 298,000.00 1
10328 S LEGACY COVE 7.750 2,134.91 80
7.500 2,134.91 376,000.00
SANDY UT 84095 2 10/27/98 00
0431107234 05 01/01/99 0
0002092856 O 12/01/28
0
1816851 A26/G01 F 134,925.00 ZZ
360 134,925.00 1
1081 EAST 31ST STREET 7.625 955.00 75
7.375 955.00 179,900.00
BROOKLYN NY 11210 1 11/09/98 00
0431101971 05 01/01/99 0
12527 O 12/01/28
0
1816880 638/G01 F 292,400.00 ZZ
360 291,849.33 1
177 WINTERGREEN LANE 6.875 1,920.86 75
6.625 1,920.86 389,926.00
GROTON MA 01450 1 09/24/98 00
0431057678 05 11/01/98 0
8736297 O 10/01/28
0
1817024 025/025 F 276,554.33 ZZ
345 275,175.69 1
405 IRIS STREET 7.625 1,979.91 80
7.375 1,979.91 350,000.00
CELEBRATION FL 34747 2 05/26/98 00
114858 03 07/01/98 0
114858 O 03/01/27
0
1817027 025/025 F 249,900.00 ZZ
360 249,326.02 1
4245 STACKSTONE DRIVE 7.375 1,726.00 95
7.125 1,726.00 263,140.00
CUMMING GA 30041 1 08/28/98 11
388564 03 10/01/98 30
1
388564 O 09/01/28
0
1817031 025/025 F 209,838.13 ZZ
336 209,057.29 1
1799 BROOKS LANE 7.625 1,513.53 70
7.375 1,513.53 300,000.00
OVIEDO FL 32765 2 07/21/98 00
460901 05 09/01/98 0
460901 O 08/01/26
0
1817048 025/025 F 265,998.21 ZZ
290 265,012.48 1
2444 VIA SIENNA 7.500 1,989.02 67
7.250 1,989.02 400,000.00
WINTER PARK FL 32789 2 08/20/98 00
648455 05 10/01/98 0
648455 O 11/01/22
0
1817051 025/025 F 341,200.00 ZZ
360 339,985.84 1
2305 N STAFFORD STREET 6.625 2,184.75 75
6.375 2,184.75 455,000.00
ARLINGTON VA 22207 2 07/06/98 00
571705 05 09/01/98 0
571705 O 08/01/28
0
1817057 025/025 F 251,700.00 ZZ
360 250,681.57 1
4328 TRANQUILLITY DRIVE 7.125 1,695.75 79
6.875 1,695.75 320,000.00
CHARLOTTE NC 28216 1 06/30/98 00
571707 03 08/01/98 0
571707 O 07/01/28
0
1817063 025/025 F 259,200.00 ZZ
360 258,589.71 1
7101 OLDE OAK COURT 7.250 1,768.21 80
7.000 1,768.21 324,000.00
LOUISVILLE KY 40059 1 08/13/98 00
189631 05 10/01/98 0
189631 O 09/01/28
0
1
1817064 025/025 F 291,650.00 ZZ
360 290,946.14 1
9308 NAVAHO DRIVE 7.125 1,964.91 95
6.875 1,964.91 307,000.00
BRENTWOOD TN 37027 1 08/14/98 11
189890 05 10/01/98 30
189890 O 09/01/28
0
1817068 025/025 F 309,550.00 ZZ
360 308,873.58 1
LOT 36 CAIRNSMORE DR 7.625 2,190.98 90
7.375 2,190.98 345,000.00
FINKSBURG MD 21048 1 08/04/98 10
570117 05 10/01/98 30
570117 O 09/01/28
0
1817070 025/025 F 260,000.00 ZZ
360 259,402.82 1
70 OAKVIEW COURT 7.375 1,795.76 80
7.125 1,795.76 325,000.00
BOWLING GREEN KY 42103 1 08/05/98 00
189914 05 10/01/98 0
189914 O 09/01/28
0
1817074 025/025 F 466,199.17 ZZ
360 464,731.21 1
6320 ALLISON ROAD 7.250 3,180.30 60
7.000 3,180.30 780,000.00
MIAMI BEACH FL 33141 2 07/17/98 00
482438 05 09/01/98 0
482438 O 08/01/28
0
1817075 025/025 F 314,750.00 ZZ
360 313,017.66 1
54452 ROYAL TROON DRIVE 7.125 2,120.53 90
6.875 2,120.53 350,000.00
SOUTH LYON MI 48178 1 06/19/98 10
571668 05 08/01/98 25
571668 O 07/01/28
0
1817076 025/025 F 256,500.00 ZZ
360 255,896.07 1
14409 JASONWOOD COURT 7.250 1,749.79 90
7.000 1,749.79 287,000.00
1
BOWIE MD 20721 1 08/31/98 14
571611 05 10/01/98 25
571611 O 09/01/28
0
1817078 025/025 F 216,495.00 ZZ
360 211,345.14 1
42 PRINCEWOOD LANE 7.250 1,476.88 85
7.000 1,476.88 255,000.00
PALM BEACH GARD FL 33410 2 08/17/98 01
475699 03 10/01/98 30
475699 O 09/01/28
0
1817080 025/025 F 234,119.78 ZZ
339 232,440.03 1
1820 MAPLE LEAF DRIVE 7.625 1,684.38 89
7.375 1,684.38 265,000.00
WINDERMERE FL 34786 2 04/10/98 10
461922 05 05/01/98 25
461922 O 07/01/26
0
1817099 025/025 F 217,375.34 ZZ
288 215,661.42 1
25 DOVER CLIFF WAY 7.250 1,594.68 71
7.000 1,594.68 310,000.00
ALPHARETTA GA 30201 2 05/28/98 00
087898 05 07/01/98 0
087898 O 06/01/22
0
1817101 025/025 F 251,000.00 T
360 250,394.26 1
1411 CHATHAM AVENUE 7.125 1,691.03 78
6.875 1,691.03 325,000.00
TYBEE ISLAND GA 31328 2 08/27/98 00
357033 05 10/01/98 0
357033 O 09/01/28
0
1817117 025/025 F 295,602.97 ZZ
340 293,760.31 1
1060 SW 20TH AVE 7.375 2,075.15 66
7.125 2,075.15 451,000.00
BOCA RATON FL 33486 2 04/28/98 00
883849 03 06/01/98 0
883849 O 09/01/26
0
1
1817643 025/025 F 241,420.87 T
309 239,545.38 1
1910 GEORGIA AVENUE 7.375 1,746.76 44
7.125 1,746.76 550,000.00
ENGLEWOOD FL 34224 1 05/01/98 00
906064 03 06/01/98 0
906064 O 02/01/24
0
1817669 H51/G01 F 111,600.00 ZZ
360 111,600.00 1
29331 SOUTHGATE 8.000 818.88 90
7.750 818.88 124,000.00
SOUTHFIELD MI 48076 2 11/16/98 10
0431113919 05 01/01/99 25
981024092 O 12/01/28
0
1818965 638/G01 F 240,350.00 ZZ
360 239,973.87 1
849 ROSE DRIVE 7.250 1,639.61 95
7.000 1,639.61 253,000.00
BENICIA CA 94510 1 09/18/98 11
0431128651 05 11/01/98 30
8791121 O 10/01/28
0
1820321 A06/G01 F 270,100.00 ZZ
360 270,100.00 1
2614 MANCHESTER RD 6.750 1,751.87 41
6.500 1,751.87 662,000.00
TROY MI 48204 2 11/13/98 00
0431120336 05 01/01/99 0
001000009813953 O 12/01/28
0
1820505 638/G01 F 234,650.00 ZZ
360 234,273.59 1
13859 SOUTH MAGIC WAND STREET 7.125 1,580.88 95
6.875 1,580.88 247,000.00
DRAPER UT 84020 1 09/29/98 10
0431076959 05 11/01/98 30
08795368 O 10/01/28
0
1823759 470/G01 F 480,000.00 ZZ
360 479,625.55 1
1
756 APPLETON WAY 7.250 3,274.45 80
7.000 3,274.45 600,000.00
SONOMA CA 95476 1 10/26/98 00
0431125475 05 12/01/98 0
75004308 O 11/01/28
0
1824488 G92/G01 F 92,000.00 ZZ
360 92,000.00 1
1364 CLIFFWOOD DRIVE 8.000 675.06 46
7.750 675.06 202,000.00
SAN JOSE CA 95122 2 11/05/98 00
0431116458 05 01/01/99 0
0000 O 12/01/28
0
1825310 E22/G01 F 244,000.00 ZZ
360 243,789.92 1
43399 GALLEGOS AVENUE 6.750 1,582.58 80
6.500 1,582.58 305,000.00
FREMONT CA 94539 1 10/06/98 00
0411026784 05 12/01/98 0
411026784 O 11/01/28
0
1825450 A06/G01 F 227,150.00 ZZ
360 226,963.80 1
5175 WOODLANDS DR 7.000 1,511.24 67
6.750 1,511.24 340,900.00
BLOOMFIELD HILL MI 48301 1 10/15/98 00
0431107135 01 12/01/98 0
001000009810908 O 11/01/28
0
1825519 623/623 F 295,000.00 ZZ
360 293,891.58 1
4465 FILBERT DRIVE 7.500 2,062.68 73
7.250 2,062.68 406,000.00
BRIGHTON MI 48116 5 06/12/98 00
1048658 05 08/01/98 0
1048658 O 07/01/28
0
1825520 623/623 F 280,000.00 ZZ
360 279,388.17 1
15422 SHARON DRIVE 7.625 1,981.82 77
7.375 1,981.82 365,000.00
LOCKPORT IL 60441 1 08/24/98 00
1065928 05 10/01/98 0
1
1065928 O 09/01/28
0
1825522 623/623 F 268,000.00 ZZ
360 267,320.67 1
1122 GALWAY COURT 6.875 1,760.57 80
6.625 1,760.57 335,000.00
NORTHBROOK IL 60025 1 08/10/98 00
1094340 05 10/01/98 0
1094340 O 09/01/28
0
1825523 623/623 F 400,000.00 ZZ
360 394,608.01 1
360 E RANDOLPH ST 7.375 2,762.70 48
UNIT 3703 7.125 2,762.70 850,000.00
CHICAGO IL 60601 5 08/21/98 00
1097124 01 10/01/98 0
1097124 O 09/01/28
0
1825524 623/623 F 650,000.00 ZZ
360 648,469.59 1
6862 MAPLECREST DRIVE SE 7.250 4,434.15 65
7.000 4,434.15 1,010,000.00
GRAND RAPIDS MI 49546 2 08/19/98 00
1098096 05 10/01/98 0
1098096 O 09/01/28
0
1825525 623/623 F 640,500.00 ZZ
360 639,028.91 1
5480 FOREST BEND DR SE 7.375 4,423.77 77
7.125 4,423.77 840,000.00
ADA MI 49301 2 09/01/98 00
1098254 05 10/01/98 0
1098254 O 09/01/28
0
1825526 623/623 F 543,000.00 ZZ
336 539,155.46 1
13006 PENINSULA DRIVE 7.375 3,825.39 75
7.125 3,825.39 725,000.00
TRAVERSE CITY MI 49686 5 08/24/98 00
1100757 05 10/01/98 0
1100757 O 09/01/26
0
1
1825527 623/623 F 244,000.00 ZZ
360 243,439.56 1
1818 RING NECK DRIVE 7.375 1,685.25 80
7.125 1,685.25 305,000.00
ROCHESTER MI 48307 1 08/28/98 00
1100876 05 10/01/98 0
1100876 O 09/01/28
0
1825528 623/623 F 350,000.00 ZZ
360 349,112.81 1
9781 RIVER RD 6.875 2,299.25 64
6.625 2,299.25 550,000.00
ALGONAC MI 48001 2 08/26/98 00
1100891 05 10/01/98 0
1100891 O 09/01/28
0
1825529 623/623 F 360,000.00 T
360 359,450.46 1
719 SEA WATCH RD 7.375 2,486.43 80
7.125 2,486.43 450,000.00
HOLLAND MI 49424 1 09/09/98 00
1101350 01 11/01/98 0
1101350 O 10/01/28
0
1825530 623/623 F 295,900.00 ZZ
360 295,436.94 1
150 FOUNDERS POINT 7.250 2,018.56 80
7.000 2,018.56 369,900.00
BLOOMINGDALE IL 60108 1 09/15/98 00
1131693 03 11/01/98 0
1131693 O 10/01/28
0
1825532 623/623 F 250,000.00 ZZ
360 249,588.95 1
11018 PENINSULA DRIVE 7.000 1,663.26 68
6.750 1,663.26 370,000.00
TRAVERSE CITY MI 49686 5 09/11/98 00
1132882 05 11/01/98 0
1132882 O 10/01/28
0
1825534 623/623 F 274,500.00 ZZ
360 273,960.24 1
3851 CLEARING WAY DRIVE 7.375 1,895.90 66
7.125 1,895.90 420,000.00
1
GRAND RAPIDS MI 49505 2 09/08/98 00
1170474 01 11/01/98 0
1170474 O 10/01/28
0
1825535 623/623 F 350,000.00 ZZ
360 349,196.12 1
5101 MOUNTAIN RIDGE DRIVE SE 7.375 2,417.36 78
7.125 2,417.36 450,000.00
ADA MI 49301 1 08/24/98 00
1170475 05 10/01/98 0
1170475 O 09/01/28
0
1825536 623/623 F 280,000.00 ZZ
360 279,356.89 1
2401 FOUR MILE ROAD 7.375 1,933.89 76
7.125 1,933.89 372,500.00
GRAND RAPIDS MI 49525 2 09/02/98 00
1171317 05 10/01/98 0
1171317 O 09/01/28
0
1825537 623/623 F 296,000.00 ZZ
360 295,336.87 1
6795 BLYTHFIELD AVE NE 7.500 2,069.67 80
7.250 2,069.67 370,000.00
ROCKFORD MI 49341 1 08/20/98 00
1171319 05 10/01/98 0
1171319 O 09/01/28
0
1825538 623/623 F 284,000.00 ZZ
360 283,566.47 1
4685 SAILVIEW DRIVE 7.375 1,961.52 80
7.125 1,961.52 355,000.00
HOLLAND MI 49423 2 09/21/98 00
1174142 05 11/01/98 0
1174142 O 10/01/28
0
1825539 623/623 F 271,150.00 ZZ
360 270,557.51 1
4630 WELLINGTON DRIVE 7.625 1,919.18 76
7.375 1,919.18 360,000.00
OKEMOS MI 48864 2 08/27/98 00
1174223 05 10/01/98 0
1174223 O 09/01/28
0
1
1825601 F88/G01 F 400,000.00 ZZ
360 399,663.95 1
636 GROVE WAY 6.875 2,627.72 72
6.625 2,627.72 560,000.00
HAYWARD CA 94541 5 10/20/98 00
0431097310 05 12/01/98 0
98100074 O 11/01/28
0
1826105 575/G01 F 149,650.00 ZZ
360 149,314.71 1
1210 MARINERS COVE DRIVE 7.500 1,046.38 70
7.250 1,046.38 213,836.00
PASADENA MD 21122 1 08/28/98 00
0431111657 03 10/01/98 0
0009056672 O 09/01/28
0
1826127 E22/G01 F 612,000.00 ZZ
360 611,498.35 1
ROUTE 1 BOX 8 7.000 4,071.65 80
6.750 4,071.65 765,000.00
CHAPPEL HILL TX 77426 2 10/08/98 00
0411085491 05 12/01/98 0
411085491 O 11/01/28
0
1826143 K08/G01 F 242,000.00 ZZ
360 241,801.64 1
10092 HILL ROAD 7.000 1,610.03 80
6.750 1,610.03 305,000.00
GARDEN GROVE CA 92840 2 10/06/98 00
0411062318 05 12/01/98 0
411062318 O 11/01/28
0
1826210 811/G01 F 250,000.00 ZZ
360 249,789.97 1
2328 VENN AVENUE 6.875 1,642.32 72
6.625 1,642.32 350,000.00
SAN JOSE CA 95124 2 10/09/98 00
0431073907 05 12/01/98 0
FM02206932 O 11/01/28
0
1826213 637/G01 F 262,500.00 ZZ
360 262,089.86 1
1
18362 OAK RIDGE DRIVE 7.258 1,792.14 70
7.008 1,792.14 375,000.00
SANTA ANA CA 92705 5 09/25/98 00
0431092907 05 11/01/98 0
0011197365 O 10/01/28
0
1826215 811/G01 F 450,000.00 ZZ
360 449,640.15 1
1341 NELSON WAY 7.125 3,031.73 62
6.875 3,031.73 737,000.00
SUNNYVALE CA 94087 2 10/12/98 00
0431074475 05 12/01/98 0
FM02206889 O 11/01/28
0
1826233 L49/G01 F 447,350.00 ZZ
360 447,001.02 1
32 PLUMERIA 7.250 3,051.72 80
7.000 3,051.72 559,192.00
IRVINE CA 92620 1 10/16/98 00
0431103027 03 12/01/98 0
10001031 O 11/01/28
0
1826250 637/G01 F 387,000.00 ZZ
360 386,423.78 1
117 HOLLYANN DRIVE 7.500 2,705.96 90
7.250 2,705.96 430,000.00
FOLSOM CA 95630 1 09/29/98 04
0431096163 05 11/01/98 25
0013383344 O 10/01/28
0
1826254 180/G01 F 170,400.00 ZZ
360 169,475.46 1
12815 JOELLE NE 7.375 1,176.91 80
7.125 1,176.91 213,000.00
ALBUQUERQUE NM 87112 1 04/30/98 00
0431104439 05 06/01/98 0
0012494670 O 05/01/28
0
1826296 637/G01 F 257,600.00 ZZ
360 257,403.99 1
6008 TRIBUTARY RIDGE CT 7.375 1,779.18 80
7.125 1,779.18 322,000.00
AUSTIN TX 78759 1 10/29/98 00
0431105857 03 12/01/98 0
1
0012138681 O 11/01/28
0
1826301 623/623 F 300,000.00 ZZ
360 299,160.27 1
3860 FOX GLOVE CT NE 8.000 2,201.29 64
7.750 2,201.29 475,000.00
GRAND RAPIDS MI 49505 1 07/01/98 00
0961103 03 09/01/98 0
0961103 O 08/01/28
0
1826455 601/G01 F 284,000.00 ZZ
360 283,509.58 1
4904 RAFTON DRIVE 6.750 1,842.02 80
6.500 1,842.02 355,000.00
SAN JOSE CA 95124 1 09/28/98 00
0431070812 05 11/01/98 0
3006607 O 10/01/28
0
1826514 480/G01 F 400,000.00 ZZ
360 399,419.16 1
1111 HILLARY LANE 7.625 2,831.17 75
7.375 2,831.17 535,020.00
HIGHLAND PARK IL 60035 1 09/10/98 00
0431077890 05 11/01/98 0
2356574 O 10/01/28
0
1826522 480/G01 F 305,200.00 ZZ
360 304,710.43 1
6333 ORION AVENUE 7.125 2,056.19 80
6.875 2,056.19 381,500.00
LOS ANGELES CA 91411 1 09/17/98 00
0431078518 05 11/01/98 0
2652873 O 10/01/28
0
1826526 480/G01 F 383,250.00 ZZ
360 382,664.97 1
12798 NETHERLEIGH PLACE 7.375 2,647.01 80
7.125 2,647.01 479,079.00
OAK HILL VA 20171 1 09/08/98 00
0431077726 03 11/01/98 0
2468429 O 10/01/28
0
1
1826528 480/G01 F 330,000.00 ZZ
360 329,457.42 1
22914 WRENCREST DRIVE 7.000 2,195.50 80
6.750 2,195.50 412,500.00
CALABASAS CA 91302 1 09/17/98 00
0431078708 05 11/01/98 0
2653764 O 10/01/28
0
1826529 B91/G01 F 462,900.00 ZZ
360 462,900.00 1
39556 FOREST ROAD 7.500 3,236.67 73
7.250 3,236.67 640,000.00
BIG BEAR LAKE CA 92315 2 11/11/98 00
0431112473 05 01/01/99 0
1000015107 O 12/01/28
0
1826530 480/G01 F 300,100.00 ZZ
360 299,594.32 1
11728 OSPREY POINTE BOULEVARD 6.875 1,971.44 70
6.625 1,971.44 433,000.00
CLERMONT FL 34711 5 09/21/98 00
0431077734 03 11/01/98 0
2688547 O 10/01/28
0
1826535 480/G01 F 250,400.00 ZZ
360 250,008.14 1
506 MONTEREY ROAD 7.250 1,708.17 80
7.000 1,708.17 313,000.00
SOUTH PASADENA CA 91030 1 09/23/98 00
0431077916 05 11/01/98 0
2651339 O 10/01/28
0
1826541 480/G01 F 304,000.00 ZZ
300 303,276.50 1
12 DANIEL ROAD 7.250 2,197.33 68
7.000 2,197.33 450,000.00
LADUE MO 63124 2 10/01/98 00
0431078666 03 11/01/98 0
2571453 O 10/01/23
0
1826543 480/G01 F 240,000.00 ZZ
360 239,585.56 1
25847 GUM SPRINGS ROAD 6.750 1,556.64 80
6.500 1,556.64 300,000.00
1
CHANTILLY VA 20152 1 09/28/98 00
0431078500 05 11/01/98 0
2471175 O 10/01/28
0
1826547 480/G01 F 272,000.00 ZZ
360 271,584.78 1
4204 SALTWATER BLVD 7.375 1,878.64 80
7.125 1,878.64 340,000.00
TAMPA FL 33615 2 09/04/98 00
0431078625 05 11/01/98 0
2595429 O 10/01/28
0
1826554 480/G01 F 311,000.00 ZZ
360 310,488.67 1
650 OLD GRADE ROAD 7.000 2,069.09 75
6.750 2,069.09 420,000.00
OAK VIEW AREA CA 93022 2 09/04/98 00
0431077932 05 11/01/98 0
3534617 O 10/01/28
0
1826560 480/G01 F 224,250.00 ZZ
360 223,916.10 1
120 SHORE DRIVE PLACE 7.500 1,567.99 75
7.250 1,567.99 299,000.00
OLDSMAR FL 34677 1 09/16/98 00
0431078575 05 11/01/98 0
2592566 O 10/01/28
0
1826562 480/G01 F 252,400.00 ZZ
360 251,979.72 1
1198 HADLEY CIRCLE 7.375 1,743.26 87
7.125 1,743.26 291,832.00
GURNEE IL 60031 1 09/15/98 10
0431078609 03 11/01/98 25
2472181 O 10/01/28
0
1826571 480/G01 F 300,050.00 ZZ
360 299,568.69 1
714 SKYTOP ROAD 7.125 2,021.49 90
6.875 2,021.49 334,500.00
WEDDINGTON NC 28173 1 09/18/98 14
0431078492 03 11/01/98 25
2520401 O 10/01/28
0
1
1826574 480/G01 F 293,000.00 ZZ
360 292,552.73 1
2908 W. BAY VILLA AVE 7.375 2,023.68 80
7.125 2,023.68 366,300.00
TAMPA FL 33611 1 10/01/98 00
0431077965 05 11/01/98 0
2595973 O 10/01/28
0
1826580 480/G01 F 312,800.00 ZZ
360 312,298.23 1
22721 GAYCREST AVENUE 7.125 2,107.39 80
6.875 2,107.39 391,000.00
TORRANCE CA 90505 1 09/22/98 00
0431078526 05 11/01/98 0
2653335 O 10/01/28
0
1826587 480/G01 F 340,800.00 ZZ
360 340,266.67 1
843 VALENTINE VIEW DRIVE 7.250 2,324.86 80
7.000 2,324.86 426,000.00
CROWNSVILLE MD 21032 1 09/18/98 00
0431078559 05 11/01/98 0
2673663 O 10/01/28
0
1826594 480/G01 F 290,000.00 ZZ
360 289,534.82 1
4061 SOUTH DEXTER STREET 7.125 1,953.78 74
6.875 1,953.78 395,000.00
ENGLEWOOD CO 80110 1 09/23/98 00
0431078567 05 11/01/98 0
2621019 O 10/01/28
0
1826596 480/G01 F 421,600.00 ZZ
360 420,655.45 1
2163 QUAETHEM DR 7.500 2,947.89 80
7.250 2,947.89 527,000.00
WILDWOOD MO 63005 1 08/31/98 00
0431078633 03 10/01/98 0
2567311 O 09/01/28
0
1826598 638/G01 F 252,000.00 ZZ
360 251,788.29 1
1
1163 MONTEREY PLACE 6.875 1,655.46 80
6.625 1,655.46 315,000.00
ENCINITAS CA 92024 1 10/05/98 00
0431076991 01 12/01/98 0
08796175 O 11/01/28
0
1826599 480/G01 F 291,000.00 ZZ
360 290,544.62 1
4650 ELLENITA AVENUE 7.250 1,985.13 68
7.000 1,985.13 430,000.00
LOS ANGELES CA 91356 2 09/01/98 00
0431077882 05 11/01/98 0
2652535 O 10/01/28
0
1826603 480/G01 F 360,000.00 ZZ
360 359,436.64 1
2416 PROSPECT AVENUE 7.250 2,455.83 90
7.000 2,455.83 400,000.00
EVANSTON IL 60201 1 09/29/98 12
0431078591 05 11/01/98 25
2604940 O 10/01/28
0
1826608 480/G01 F 337,200.00 ZZ
360 336,672.31 1
1312 RED HAWK CIRCLE 7.250 2,300.30 80
7.000 2,300.30 421,518.00
RESTON VA 20194 1 09/15/98 00
0431078682 03 11/01/98 0
2467512 O 10/01/28
0
1826611 480/G01 F 257,600.00 ZZ
360 257,155.17 1
8010 LIONS CREST WAY 6.750 1,670.79 80
6.500 1,670.79 322,000.00
GAITHERSBURG MD 20879 1 09/25/98 00
0431078658 05 11/01/98 0
2673853 O 10/01/28
0
1826709 638/G01 F 237,861.00 ZZ
360 237,666.02 1
5608 NW RYDAN COURT 7.000 1,582.50 92
6.750 1,582.50 260,000.00
BREMERTON WA 98312 2 10/05/98 19
0431094556 05 12/01/98 25
1
08789308 O 11/01/28
0
1826740 811/G01 F 424,000.00 ZZ
360 423,643.79 1
7099 ROYAL RIDGE DRIVE 6.875 2,785.38 43
6.625 2,785.38 1,000,000.00
SAN JOSE CA 95120 5 10/12/98 00
0431077817 05 12/01/98 0
086441954 O 11/01/28
0
1826752 757/G01 F 265,000.00 ZZ
360 264,788.08 1
2708 CHIPLEY HIGHWAY 7.125 1,785.36 75
6.875 1,785.36 355,000.00
WARM SPRINGS GA 31830 2 10/16/98 00
0431103720 05 12/01/98 0
3592151 O 11/01/28
0
1826810 962/G01 F 117,000.00 ZZ
360 116,919.47 1
2410 PARKVIEW LANE 7.875 848.34 65
7.625 848.34 180,000.00
FARGO ND 58104 1 11/02/98 00
0431092915 05 12/01/98 0
1826810 O 11/01/28
0
1826921 637/G01 F 249,700.00 ZZ
360 249,279.22 1
115 CANNES COURT 6.875 1,640.36 90
6.625 1,640.36 277,500.00
FAIRFIELD CA 94533 1 09/24/98 11
0431096320 03 11/01/98 25
10137511 O 10/01/28
0
1826928 144/144 F 356,000.00 ZZ
360 356,000.00 1
28 KINNICUTT ROAD EAST 6.750 2,309.01 75
6.500 2,309.01 475,000.00
POUND RIDGE NY 10576 5 11/19/98 00
160410779 05 01/01/99 0
160410779 O 12/01/28
0
1
1826933 J40/G01 F 146,200.00 ZZ
360 145,998.12 1
1040 KIMBROUGH DRIVE 7.875 1,060.05 55
7.625 1,060.05 268,000.00
WHITE PLAINS GA 30678 2 09/17/98 00
0431072206 05 11/01/98 0
7599348 O 10/01/28
0
1826969 637/G01 F 317,500.00 ZZ
360 316,964.99 1
900 JEWELL AVENUE 6.875 2,085.75 64
6.625 2,085.75 500,000.00
SEBASTOPOL CA 95472 2 09/23/98 00
0431095405 05 11/01/98 0
0013816475 O 10/01/28
0
1826979 K79/G01 F 280,000.00 ZZ
360 279,776.09 1
915 CURVE STREET 7.125 1,886.41 52
6.875 1,886.41 539,000.00
CARLISLE MA 01741 2 11/02/98 00
0431097047 05 12/01/98 0
109591826979 O 11/01/28
0
1827003 593/593 F 262,000.00 ZZ
360 261,351.93 1
678 SOUTH VISTA DRIVE 7.000 1,743.10 73
6.750 1,743.10 363,000.00
FRUIT HEIGHTS UT 84037 2 08/24/98 00
6419972 05 10/01/98 0
6419972 O 09/01/28
0
1827080 026/G01 F 300,000.00 ZZ
360 299,728.79 1
1166 EAST ROCK SPRINGS RD 6.500 1,896.21 74
6.250 1,896.21 410,000.00
ATLANTA GA 30306 5 10/16/98 00
0431080498 05 12/01/98 0
0200258257 O 11/01/28
0
1827232 637/G01 F 204,800.00 ZZ
360 204,627.94 1
4129 MICHAEL AVENUE 6.875 1,345.39 80
6.625 1,345.39 256,000.00
1
FREMONT CA 94538 1 10/06/98 00
0431095439 05 12/01/98 0
0010937597 O 11/01/28
0
1827236 637/G01 F 252,000.00 ZZ
360 251,615.30 1
1360 PEGGY AVENUE 7.375 1,740.51 75
7.125 1,740.51 340,000.00
CAMPBELL CA 95008 5 09/25/98 00
0431099647 05 11/01/98 0
0010940765 O 10/01/28
0
1827281 637/G01 F 322,500.00 ZZ
360 322,235.65 1
3080 COOMBSVILLE ROAD 7.000 2,145.60 65
6.750 2,145.60 497,500.00
NAPA CA 94558 1 10/05/98 00
0431083153 05 12/01/98 0
0013423371 O 11/01/28
0
1827305 B75/G01 F 450,000.00 ZZ
360 449,621.95 1
84 KAILUANA PLACE 6.875 2,956.18 68
6.625 2,956.18 665,000.00
KAILUA HI 96734 1 10/09/98 00
0431091040 05 12/01/98 0
6115497 O 11/01/28
0
1827410 F63/G01 F 300,000.00 ZZ
360 299,771.72 1
1392 RELEIZ VALLEY ROAD 7.375 2,072.03 47
7.125 2,072.03 650,000.00
LAFAYETTE CA 94549 2 10/15/98 00
0431093145 05 12/01/98 0
23652 O 11/01/28
0
1827486 637/G01 F 303,900.00 ZZ
360 303,644.68 1
3305 RUBY AVENUE 6.875 1,996.41 80
6.625 1,996.41 379,900.00
SAN JOSE CA 95135 1 10/02/98 00
0431102169 05 12/01/98 0
0010939965 O 11/01/28
0
1
1827552 637/G01 F 124,000.00 ZZ
360 123,801.09 1
4509 LAKEPOINTE AVENUE 7.125 835.41 80
6.875 835.41 155,000.00
ROWLETT TX 75088 1 09/22/98 00
0431102391 05 11/01/98 0
0011764941 O 10/01/28
0
1827570 811/G01 F 290,600.00 ZZ
360 290,367.61 1
208 BALDWIN DRIVE 7.125 1,957.83 77
6.875 1,957.83 378,000.00
APTOS CA 95003 2 10/15/98 00
0431102888 05 12/01/98 0
FM02207386 O 11/01/28
0
1827576 E22/G01 F 311,000.00 ZZ
360 310,738.72 1
422 BRIGHTON DAM ROAD 6.875 2,043.05 75
6.625 2,043.05 420,000.00
BROOKEVILLE MD 20833 2 10/05/98 00
0411085236 05 12/01/98 0
411085236 O 11/01/28
0
1827689 637/G01 F 403,500.00 ZZ
360 403,185.22 1
970 LA VISTA COURT 7.250 2,752.59 71
7.000 2,752.59 575,000.00
MORGAN HILL CA 95037 2 10/07/98 00
0431098821 05 12/01/98 0
0010143139 O 11/01/28
0
1827839 E22/G01 F 460,000.00 ZZ
360 459,658.61 1
27550 ALTA KNOLL DRIVE 7.500 3,216.39 60
7.250 3,216.39 775,000.00
SANTA CLARITA CA 91350 5 10/07/98 00
0411058332 03 12/01/98 0
411058332 O 11/01/28
0
1827843 E22/G01 F 167,700.00 ZZ
360 167,569.18 1
1
20051 BUSHARD STREET 7.250 1,144.01 65
7.000 1,144.01 258,000.00
HUNTINGTON BEAC CA 92646 5 10/08/98 00
0411063969 05 12/01/98 0
411063969 O 11/01/28
0
1827874 E22/G01 F 269,500.00 ZZ
360 269,289.76 1
1107 TRUMAN STREET 7.250 1,838.47 65
7.000 1,838.47 415,000.00
REDWOOD CITY CA 94061 2 10/08/98 00
0410761308 05 12/01/98 0
410761308 O 11/01/28
0
1827880 E22/G01 F 199,450.00 ZZ
360 199,294.41 1
25221 ARCADIAN AVENUE 7.250 1,360.60 70
7.000 1,360.60 285,000.00
MISSION VIEJO CA 92691 1 10/08/98 00
0411064389 05 12/01/98 0
411064389 O 11/01/28
0
1827881 E22/G01 F 302,400.00 ZZ
360 302,164.10 1
580 SOUTH SCOUT TRAIL 7.250 2,062.90 80
7.000 2,062.90 378,000.00
ANAHEIM CA 92807 1 10/13/98 00
0411077837 03 12/01/98 0
411077837 O 11/01/28
0
1827894 K08/G01 F 215,200.00 G
360 215,014.72 1
5889 MANICHETTI COURT 6.750 1,395.78 80
6.500 1,395.78 269,000.00
SAN JOSE CA 95123 1 10/15/98 00
0411085459 05 12/01/98 0
411085459 O 11/01/28
0
1827898 E22/G01 F 305,000.00 ZZ
360 304,756.10 1
2209 SEMERIA AVENUE 7.125 2,054.84 66
6.875 2,054.84 465,000.00
BELMONT CA 94002 5 10/08/98 00
0411083694 05 12/01/98 0
1
411083694 O 11/01/28
0
1827941 E22/G01 F 175,000.00 ZZ
360 174,866.84 1
17306 ARROWHEAD TRACE 7.375 1,208.68 75
7.125 1,208.68 236,000.00
OAK FOREST IL 60452 2 10/06/98 00
0411007404 05 12/01/98 0
411007404 O 11/01/28
0
1827944 K08/G01 F 137,800.00 ZZ
360 137,561.65 1
1718 ANDOVER LANE 7.000 916.79 80
6.750 916.79 172,300.00
CORINTH TX 76205 1 09/30/98 00
0411077704 03 11/01/98 0
411077704 O 10/01/28
0
1827980 637/G01 F 356,000.00 ZZ
360 355,729.11 1
1987 OCASO CAMINO 7.375 2,458.81 62
7.125 2,458.81 575,000.00
FREMONT CA 94539 2 10/08/98 00
0431091768 03 12/01/98 0
0013411681 O 11/01/28
0
1828003 637/G01 F 239,200.00 ZZ
360 239,008.71 1
425 MULQUEENEY STREET 7.125 1,611.54 80
6.875 1,611.54 299,000.00
LIVERMORE CA 94550 1 10/06/98 00
0431092188 03 12/01/98 0
0010134179 O 11/01/28
0
1828086 F59/G01 F 615,000.00 ZZ
360 615,000.00 1
271 JERUSALEM RD 7.000 4,091.61 65
6.750 4,091.61 950,000.00
COHASSET MA 02025 2 11/11/98 00
0431118546 05 01/01/99 0
0000 O 12/01/28
0
1
1828181 638/G01 F 260,000.00 ZZ
360 259,776.14 1
697 MYSTIC WAY 6.750 1,686.36 31
6.500 1,686.36 850,000.00
LAGUNA BEACH CA 92651 1 10/05/98 00
0431082106 05 12/01/98 0
08801213 O 11/01/28
0
1828198 K08/G01 F 139,750.00 ZZ
360 139,541.93 1
17590 CLYDESDALE ROAD 7.500 977.15 65
7.250 977.15 215,000.00
COLORADO SPRING CO 80908 1 09/29/98 00
0411061708 05 11/01/98 0
411061708 O 10/01/28
0
1828220 637/G01 F 410,000.00 ZZ
360 409,655.55 1
935 AQUARIUS WAY 6.875 2,693.41 67
6.625 2,693.41 615,000.00
OAKLAND CA 94611 5 10/06/98 00
0431106079 05 12/01/98 0
0010142610 O 11/01/28
0
1828222 K59/G01 F 247,000.00 ZZ
360 246,792.49 1
295 NORTH CREEK DRIVE 6.875 1,622.61 65
6.625 1,622.61 384,000.00
SAN JOSE CA 95139 5 10/29/98 00
0431094481 05 12/01/98 0
10980330 O 11/01/28
0
1828236 E22/G01 F 238,100.00 ZZ
360 237,923.30 1
6238 NW 23 STREET 7.500 1,664.83 75
7.250 1,664.83 317,500.00
BOCA RATON FL 33434 1 10/16/98 00
0411067663 03 12/01/98 0
411067663 O 11/01/28
0
1828252 964/G01 F 265,600.00 ZZ
360 265,371.32 1
5386 BRYANT AVE 6.750 1,722.68 80
6.500 1,722.68 332,000.00
1
OAKLAND CA 94618 1 10/12/98 00
0431078112 05 12/01/98 0
42607 O 11/01/28
0
1828274 638/G01 F 290,000.00 ZZ
360 289,750.32 1
65 BRIDLE PATH 6.750 1,880.93 69
6.500 1,880.93 425,000.00
TEWKSBURY MA 01876 1 10/20/98 00
0431081173 05 12/01/98 0
08739842 O 11/01/28
0
1828282 E22/G01 F 274,700.00 ZZ
360 274,463.49 1
42290 GREEN MEADOW LANE 6.750 1,781.70 80
6.500 1,781.70 343,400.00
LEESBURG VA 20176 1 10/14/98 00
0410743280 03 12/01/98 0
410743280 O 11/01/28
0
1828283 638/G01 F 148,000.00 ZZ
360 147,875.67 1
26491 SILVER SPRING 6.875 972.25 69
6.625 972.25 216,500.00
LAKE FOREST CA 92630 2 10/01/98 00
0431082403 03 12/01/98 0
8793176 O 11/01/28
0
1828302 638/G01 F 262,400.00 ZZ
360 262,179.55 1
1665 BRADLEY STREET 6.875 1,723.78 80
6.625 1,723.78 328,000.00
RIVERSIDE CA 92506 5 10/07/98 00
0431082213 05 12/01/98 0
08795009 O 11/01/28
0
1828368 637/G01 F 315,000.00 ZZ
360 314,754.27 1
301 LIVORNA HEIGHTS ROAD 7.250 2,148.86 67
7.000 2,148.86 475,000.00
ALAMO CA 94507 2 10/07/98 00
0431095454 05 12/01/98 0
0010140770 O 11/01/28
0
1
1828440 H51/G01 F 107,500.00 ZZ
360 107,500.00 1
156 SHELLY 7.875 779.45 80
7.625 779.45 136,000.00
MILFORD MI 48381 2 11/10/98 00
0431125053 05 01/01/99 0
981025909 O 12/01/28
0
1828452 B65/G01 F 470,400.00 ZZ
360 470,014.41 1
2060 SANDOVER COURT 7.000 3,129.59 80
6.750 3,129.59 588,000.00
COLUMBUS OH 43220 2 10/22/98 00
0431083278 05 12/01/98 0
0000 O 11/01/28
0
1828911 K13/G01 F 309,750.00 ZZ
360 309,750.00 1
3 WHIPPORWILL ROAD 7.125 2,086.85 90
6.875 2,086.85 344,215.00
TRABUCO CANYON CA 92679 1 11/19/98 10
0431120856 03 01/01/99 25
1828911 O 12/01/28
0
1828926 731/G01 F 252,000.00 ZZ
360 252,000.00 1
848 LEITH AVENUE 7.625 1,783.64 80
7.375 1,783.64 315,000.00
SANTA CLARA CA 95054 2 11/16/98 00
0431125855 05 01/01/99 0
114257215 O 12/01/28
0
1829193 K08/G01 F 112,500.00 ZZ
360 112,412.24 1
6555 SUWANEE ROAD 7.250 767.45 90
7.000 767.45 125,000.00
PENSACOLA FL 32526 2 10/16/98 04
0411010986 05 12/01/98 25
411010986 O 11/01/28
0
1829364 E22/G01 F 190,550.00 ZZ
360 190,381.88 1
1
6325 SUMMER MOON LANE 6.625 1,220.11 80
6.375 1,220.11 238,200.00
ALEXANDRIA VA 22312 1 10/21/98 00
0411070840 09 12/01/98 0
411070840 O 11/01/28
0
1829723 637/G01 F 363,000.00 ZZ
360 362,702.45 1
649 BOISE COURT 7.000 2,415.05 75
6.750 2,415.05 485,000.00
SUNNYVALE CA 94087 2 10/12/98 00
0431126846 05 12/01/98 0
0010144830 O 11/01/28
0
1829727 637/G01 F 610,000.00 ZZ
360 609,524.14 1
4221 CRESTHAVEN DRIVE 7.250 4,161.28 70
7.000 4,161.28 875,000.00
WEST LAKE VILLA CA 91362 5 10/07/98 00
0431126879 09 12/01/98 0
001337869 O 11/01/28
0
1830058 E22/G01 F 220,000.00 ZZ
360 219,815.18 1
22689 CANYON TERRACE DRIVE 6.875 1,445.24 80
6.625 1,445.24 275,000.00
CASTRO VALLEY CA 94552 2 10/16/98 00
0411069925 01 12/01/98 0
411069925 O 11/01/28
0
1830072 E22/G01 F 378,000.00 ZZ
360 377,674.55 1
11318 CHAMPAGNE PLACE 6.750 2,451.70 80
6.500 2,451.70 472,500.00
DUBLIN CA 94568 1 10/19/98 00
0411002512 03 12/01/98 0
411002512 O 11/01/28
0
1830076 E22/G01 F 650,000.00 ZZ
360 649,453.92 1
221 SOUTH PALM DRIVE 6.875 4,270.04 57
6.625 4,270.04 1,160,000.00
BEVERLY HILLS CA 90212 1 10/13/98 00
0411065832 05 12/01/98 0
1
411065832 O 11/01/28
0
1830081 E22/G01 F 204,000.00 ZZ
360 203,844.77 1
6021 KIFISIA WAY 7.375 1,408.98 80
7.125 1,408.98 255,000.00
FAIR OAKS CA 95628 1 10/22/98 00
0411061062 05 12/01/98 0
411061062 O 11/01/28
0
1830083 E22/G01 F 412,800.00 ZZ
360 412,461.63 1
3261 INDIAN CREEK 7.000 2,746.37 80
6.750 2,746.37 516,000.00
SIMI VALLEY CA 93063 2 10/22/98 00
0411076029 03 12/01/98 0
411076029 O 11/01/28
0
1830084 E22/G01 F 233,900.00 ZZ
360 233,712.95 1
19345 VALERIO STREET 7.125 1,575.83 90
(RESEDA AREA) 6.875 1,575.83 259,900.00
LOS ANGELES CA 91335 1 10/22/98 10
0411069222 05 12/01/98 30
411069222 O 11/01/28
0
1830100 369/G01 F 310,750.00 ZZ
360 309,792.82 1
28015 N 37TH AVE 7.375 2,146.28 90
7.125 2,146.28 345,293.00
PHOENIX AZ 85027 1 09/10/98 21
0431091990 05 10/01/98 25
0060798824 O 09/01/28
0
1830248 369/G01 F 268,800.00 ZZ
360 268,358.03 1
1319 ARENA DRIVE 7.000 1,788.34 80
6.750 1,788.34 336,000.00
DAVIS CA 95616 1 09/18/98 00
0431090885 03 11/01/98 0
0070674429 O 10/01/28
0
1
1830281 369/G01 F 558,800.00 ZZ
360 557,946.97 1
108 RICHELIEU DRIVE 7.375 3,859.50 80
7.125 3,859.50 698,500.00
CARY NC 27511 1 09/28/98 00
0431090539 03 11/01/98 0
0061689063 O 10/01/28
0
1830286 369/G01 F 264,000.00 ZZ
360 263,596.99 1
4911 LAKE AVENUE 7.375 1,823.39 73
7.125 1,823.39 364,000.00
WHITE BEAR LAKE MN 55110 1 09/25/98 00
0431090513 05 11/01/98 0
0061674537 O 10/01/28
0
1830290 369/G01 F 349,150.00 ZZ
360 348,559.35 1
13841 LEXINGTON GLEN CI 7.250 2,381.82 90
7.000 2,381.82 387,945.00
GRANGER IN 46530 1 09/11/98 14
0431092055 05 11/01/98 25
0061725149 O 10/01/28
0
1830291 664/G01 F 236,000.00 ZZ
360 235,820.42 1
3316 TANGLEY STREET 7.375 1,630.00 70
7.125 1,630.00 341,700.00
HOUSTON TX 77005 2 10/09/98 00
0431085919 03 12/01/98 0
2761898 O 11/01/28
0
1830296 369/G01 F 283,950.00 ZZ
360 283,505.64 1
10702 FLAGLER DRIVE 7.250 1,937.04 95
7.000 1,937.04 298,900.00
PARKER CO 80134 1 09/10/98 12
0431091339 03 11/01/98 30
60862265 O 10/01/28
0
1830305 369/G01 F 268,000.00 ZZ
360 267,559.34 1
14706 CARROLTON ROAD 7.000 1,783.02 80
6.750 1,783.02 335,000.00
1
ROCKVILLE MD 20853 1 09/16/98 00
0431090588 05 11/01/98 0
0060261898 O 10/01/28
0
1830313 369/G01 F 445,000.00 ZZ
360 444,228.71 1
1260 PAR VIEW DRIVE 7.000 2,960.60 56
6.750 2,960.60 800,000.00
SANIBEL FL 33957 5 09/11/98 00
0431090620 05 11/01/98 0
0062110788 O 10/01/28
0
1830314 369/G01 F 310,200.00 ZZ
360 309,749.54 1
11106 WILLOW BOTTOM ROAD 7.625 2,195.58 85
7.375 2,195.58 365,000.00
COLUMBIA MD 21044 2 09/11/98 10
0431091974 05 11/01/98 12
0070681499 O 10/01/28
0
1830337 369/G01 F 300,000.00 ZZ
360 299,494.48 1
333 OAK TREE DRIVE 6.875 1,970.79 74
6.625 1,970.79 406,500.00
GLENDORA CA 91741 1 08/28/98 00
0431090927 05 11/01/98 0
61918231 O 10/01/28
0
1830342 369/G01 F 251,500.00 ZZ
360 251,278.10 1
833 RIDGEVIEW DRIVE 6.625 1,610.39 90
6.375 1,610.39 280,000.00
WOODLAND CA 95695 2 10/06/98 12
0431091560 05 12/01/98 25
0070729710 O 11/01/28
0
1830343 601/G01 F 276,000.00 ZZ
360 275,578.69 1
7125 KINGSBURY BLVD 7.375 1,906.26 80
7.125 1,906.26 345,000.00
ST LOUIS MO 63130 2 09/01/98 00
0431093848 05 11/01/98 0
12592986 O 10/01/28
0
1
1830346 369/G01 F 352,758.00 ZZ
360 351,947.78 1
4009 TRAILVIEW MESA DRIVE 7.375 2,436.41 60
7.125 2,436.41 597,000.00
AUSTIN TX 78746 2 08/28/98 00
0431090653 03 10/01/98 0
0062022801 O 09/01/28
0
1830350 369/G01 F 380,000.00 ZZ
360 379,359.67 1
1704 BRAEBURN ROAD 6.875 2,496.33 80
6.625 2,496.33 475,000.00
ALTADENA AREA CA 91001 1 09/11/98 00
0431090638 05 11/01/98 0
60622651 O 10/01/28
0
1830351 601/G01 F 475,000.00 ZZ
360 474,179.75 1
30 LOWER TUCKAHOE ROAD WEST 6.750 3,080.85 80
6.500 3,080.85 595,000.00
RICHMOND VA 23233 1 09/28/98 00
0431093749 05 11/01/98 0
12600565 O 10/01/28
0
1830355 369/G01 F 241,000.00 ZZ
360 240,612.23 1
1321 ARMISTEAD BRIDGE ROAD 7.125 1,623.67 63
6.875 1,623.67 385,000.00
NORFOLK VA 23507 2 09/25/98 00
0431091289 05 11/01/98 0
0061916169 O 10/01/28
0
1830359 601/G01 F 422,200.00 ZZ
360 421,555.51 1
27 BELLERIVE COUNTRY CLUB 7.375 2,916.03 80
7.125 2,916.03 530,000.00
ST. LOUIS MO 63141 2 09/28/98 00
0431093236 03 11/01/98 0
1257835 O 10/01/28
0
1830360 369/G01 F 448,000.00 ZZ
360 447,298.93 1
1
5949 BRIDGEVIEW DRIVE 7.250 3,056.15 78
7.000 3,056.15 575,000.00
VENTURA CA 93003 2 09/24/98 00
0431089390 05 11/01/98 0
0060762085 O 10/01/28
0
1830363 369/G01 F 259,350.00 ZZ
360 259,142.60 1
947 CHIPPENDALE AVENUE 7.125 1,747.29 95
6.875 1,747.29 273,000.00
GLENDORA CA 91740 1 10/05/98 14
0431091362 05 12/01/98 30
0061918850 O 11/01/28
0
1830365 601/G01 F 319,500.00 ZZ
360 319,012.27 1
916 SOUTHERN HILLS COURT 7.375 2,206.71 89
7.125 2,206.71 360,000.00
EUREKA MO 63025 1 10/02/98 10
0431093103 03 11/01/98 25
12337184 O 10/01/28
0
1830366 369/G01 F 279,685.00 ZZ
360 279,268.56 1
405 BEACON HILL DRIVE 7.500 1,955.60 95
7.250 1,955.60 294,406.00
COPPELL TX 75019 1 09/30/98 10
0431092030 03 11/01/98 30
0062179965 O 10/01/28
0
1830369 369/G01 F 297,300.00 ZZ
360 296,682.17 1
1125 FIVE POINT ROAD 7.875 2,155.63 76
7.625 2,155.63 395,000.00
VIRGINIA BEACH VA 23464 1 09/02/98 00
0431090943 05 10/01/98 0
0070655865 O 09/01/28
0
1830371 601/G01 F 267,000.00 ZZ
360 266,796.84 1
1487 SALOMON LANE 7.375 1,844.10 80
7.125 1,844.10 333,750.00
WAYNE PA 19087 1 10/05/98 00
0431093194 03 12/01/98 0
1
12706024 O 11/01/28
0
1830374 369/G01 F 266,000.00 ZZ
360 265,583.73 1
2505 RANCHO BEL AIR DRIVE 7.250 1,814.59 40
7.000 1,814.59 670,000.00
LAS VEGAS NV 89107 2 09/22/98 00
0431090919 03 11/01/98 0
0062180904 O 10/01/28
0
1830375 B60/G01 F 448,000.00 ZZ
360 447,650.52 1
5255 FIRENZE COURT 7.250 3,056.15 67
7.000 3,056.15 676,000.00
SAN JOSE CA 95138 2 10/01/98 00
0431096775 03 12/01/98 0
256901 O 11/01/28
0
1830377 637/G01 F 397,000.00 ZZ
360 396,674.58 1
6470 PFEIFFER RANCH COURT 7.000 2,641.25 41
6.750 2,641.25 975,000.00
SAN JOSE CA 95120 2 10/21/98 00
0431106418 05 12/01/98 0
0013427190 O 11/01/28
0
1830378 601/G01 F 408,000.00 ZZ
360 407,062.91 1
2303 CLIFTON FORGE COURT 7.375 2,817.95 80
7.125 2,817.95 510,000.00
ST LOUIS MO 63131 1 08/28/98 00
0431093087 05 10/01/98 0
12630604 O 09/01/28
0
1830380 369/G01 F 265,500.00 ZZ
360 264,948.24 1
108 PACKANACK LAKE ROAD 7.875 1,925.06 90
7.625 1,925.06 295,000.00
WAYNE NJ 07470 1 08/12/98 12
0431091479 05 10/01/98 25
0061897263 O 09/01/28
0
1
1830382 369/G01 F 270,750.00 ZZ
360 270,336.70 1
9510 HILLVIEW DRIVE 7.375 1,870.00 95
7.125 1,870.00 285,000.00
DALLAS TX 75231 1 09/24/98 11
0431092022 05 11/01/98 30
0062025630 O 10/01/28
0
1830384 369/G01 F 245,000.00 ZZ
360 244,597.19 1
500 BROWER AVENUE 7.000 1,629.99 78
6.750 1,629.99 315,000.00
PLACENTIA CA 92870 2 09/25/98 00
0431090547 05 11/01/98 0
0061918686 O 10/01/28
0
1830410 601/G01 F 429,000.00 ZZ
360 428,648.35 1
18 CYGNET COURT 7.000 2,854.15 77
6.750 2,854.15 560,000.00
HILTON HEAD ISL SC 29926 2 10/08/98 00
0431092964 03 12/01/98 0
12720736 O 11/01/28
0
1830415 601/G01 F 250,000.00 ZZ
360 249,411.39 1
1217 KOTENBERG AVENUE 7.250 1,705.44 68
7.000 1,705.44 370,000.00
SAN JOSE CA 95125 5 08/17/98 00
0431095611 05 10/01/98 0
1265618 O 09/01/28
0
1830416 B60/G01 F 400,000.00 ZZ
360 399,703.14 1
1800 SPYGLASS HILL COURT 7.500 2,796.86 90
7.250 2,796.86 445,000.00
LA HABRA CA 90631 2 10/15/98 01
0431096551 03 12/01/98 25
256210 O 11/01/28
0
1830424 601/G01 F 450,000.00 ZZ
360 449,674.31 1
79 BORDEN PLACE 7.625 3,185.07 52
7.375 3,185.07 870,000.00
1
LITTLE SILVER NJ 07739 2 10/12/98 00
0431093046 05 12/01/98 0
12703161 O 11/01/28
0
1830431 A50/A50 F 269,600.00 ZZ
360 269,367.88 1
1807 NORTH DECATUR ROAD N.E. 6.750 1,748.62 80
6.500 1,748.62 337,000.00
ATLANTA GA 30307 1 10/14/98 00
116734 05 12/01/98 0
116734 O 11/01/28
0
1830433 889/G01 F 256,000.00 ZZ
360 255,790.16 1
1980 HEIDELBERG DRIVE 7.000 1,703.17 80
6.750 1,703.17 320,000.00
LIVERMORE CA 94550 1 10/20/98 00
0431085786 05 12/01/98 0
51601769 O 11/01/28
0
1830436 601/G01 F 284,000.00 ZZ
360 283,363.73 1
643 VANESSA DRIVE 7.500 1,985.77 80
7.250 1,985.77 355,000.00
SAN MATEO CA 94402 1 08/14/98 00
0431093038 05 10/01/98 0
1264661 O 09/01/28
0
1830450 K08/G01 F 352,000.00 ZZ
360 351,711.47 1
1003 RUBY STREET 7.000 2,341.86 80
6.750 2,341.86 440,000.00
REDWOOD CITY CA 94061 1 10/20/98 00
0411050859 05 12/01/98 0
411050859 O 11/01/28
0
1830459 E82/G01 F 905,000.00 ZZ
360 904,258.18 1
10 WILLOWMERE CIRCLE 7.000 6,020.99 70
6.750 6,020.99 1,300,000.00
RIVERSIDE CT 06878 2 10/26/98 00
0400159067 05 12/01/98 0
1724970 O 11/01/28
0
1
1830461 H04/G01 F 223,825.00 ZZ
360 223,825.00 1
37 ELMWOOD DRIVE 7.250 1,526.88 70
7.000 1,526.88 319,750.00
SAN RAMON CA 94583 1 11/13/98 00
0431122225 03 01/01/99 0
320911 O 12/01/28
0
1830463 B60/G01 F 410,000.00 ZZ
360 409,672.13 1
2007 POWER STREET 7.125 2,762.25 71
6.875 2,762.25 585,000.00
HERMOSA BEACH CA 90254 5 10/01/98 00
0431085869 05 12/01/98 0
256188 O 11/01/28
0
1830534 B59/G01 F 245,000.00 ZZ
360 244,813.58 1
4362 BOAT CLUB DRIVE 7.375 1,692.15 75
7.125 1,692.15 326,717.00
JACKSONVILLE FL 32277 4 10/27/98 00
0431096049 05 12/01/98 0
704062101 O 11/01/28
0
1830540 637/G01 F 269,600.00 ZZ
360 269,198.57 1
6183 9TH AVENUE CIRCLE N.E. 7.500 1,885.09 77
7.250 1,885.09 351,000.00
BRADENTON FL 34202 4 10/08/98 00
0431125228 03 11/01/98 0
8044737 O 10/01/28
0
1830573 E82/G01 F 280,800.00 ZZ
360 280,569.83 1
27280 NORTH 160TH STREET 7.000 1,868.17 80
6.750 1,868.17 351,000.00
SCOTTSDALE AZ 85255 2 10/21/98 00
0400156170 05 12/01/98 0
0400156170 O 11/01/28
0
1830624 K08/G01 F 119,500.00 ZZ
360 119,411.32 1
1
2039 SOUTH OSCEOLA WAY 7.500 835.56 88
7.250 835.56 136,000.00
DENVER CO 80219 1 10/28/98 04
0411070196 05 12/01/98 25
411070196 O 11/01/28
0
1830663 811/G01 F 252,000.00 ZZ
360 251,817.61 1
1341 LYONSVILLE LANE 7.625 1,783.64 80
7.375 1,783.64 315,000.00
SAN JOSE CA 95118 1 10/22/98 00
0431089499 05 12/01/98 0
FM02207588 O 11/01/28
0
1830678 811/G01 F 396,000.00 ZZ
360 395,667.31 1
1535 TOURAINE DRIVE 6.875 2,601.44 80
6.625 2,601.44 496,000.00
SAN JOSE CA 95118 1 10/23/98 00
0431092162 05 12/01/98 0
FM02206998 O 11/01/28
0
1830685 K08/G01 F 211,200.00 ZZ
360 211,013.66 1
126 RIDGEWOOD DRIVE 6.625 1,352.34 80
6.375 1,352.34 264,000.00
COPPELL TX 75019 1 10/22/98 00
0411105141 03 12/01/98 0
411105141 O 11/01/28
0
1830693 K08/G01 F 119,000.00 ZZ
360 118,907.17 1
11299 SPENCER MILLS ROAD 7.250 811.79 85
7.000 811.79 140,000.00
SPENCER OH 44275 2 10/21/98 04
0411075518 05 12/01/98 12
411075518 O 11/01/28
0
1830695 E22/G01 F 195,300.00 ZZ
360 195,143.82 1
12508 SHIRE LANE 7.125 1,315.77 70
6.875 1,315.77 279,000.00
OKLAHOMA CITY OK 73170 1 10/29/98 00
0411101959 03 12/01/98 0
1
411101959 O 11/01/28
0
1830700 K08/G01 F 384,000.00 ZZ
360 383,722.07 1
10060 SW 145TH TERRACE 7.625 2,717.93 80
7.375 2,717.93 480,000.00
MIAMI FL 33176 1 10/28/98 00
0411108269 05 12/01/98 0
411108269 O 11/01/28
0
1830716 K08/G01 F 279,900.00 ZZ
360 279,702.45 1
508 DOWNEY MEADE DRIVE 7.750 2,005.24 80
7.500 2,005.24 349,900.00
FRANKLIN TN 37064 1 10/23/98 00
0411078405 05 12/01/98 0
411078405 O 11/01/28
0
1830730 637/G01 F 380,000.00 ZZ
360 379,680.75 1
1932 SOMERSET COURT 6.875 2,496.33 59
6.625 2,496.33 655,000.00
LOS ALTOS CA 94024 2 10/20/98 00
0431096460 05 12/01/98 0
0013429469 O 11/01/28
0
1830736 G41/G01 F 191,500.00 ZZ
360 191,357.88 1
22 SCHOONER LANDING ROAD 7.500 1,339.00 50
7.250 1,339.00 390,000.00
LEEDS POINT NJ 08220 2 10/20/98 00
0431096056 05 12/01/98 0
60002418 O 11/01/28
0
1830783 811/G01 F 223,300.00 ZZ
360 223,116.96 1
26 ALIDA COURT 7.000 1,485.62 70
6.750 1,485.62 319,000.00
OAKLAND CA 94602 1 10/16/98 00
0431089689 05 12/01/98 0
FM02103874 O 11/01/28
0
1
1830786 369/G01 F 250,000.00 ZZ
240 249,490.23 1
494 SARA DRIVE 6.500 1,863.94 47
6.250 1,863.94 540,000.00
ANNAPOLIS MD 21401 1 10/14/98 00
0431090554 03 12/01/98 0
0060848561 O 11/01/18
0
1830802 E76/G01 F 427,120.00 ZZ
360 426,769.89 1
5705 WALDEN DRIVE 7.000 2,841.64 80
6.750 2,841.64 533,900.00
PLANO TX 75093 1 10/29/98 00
0431096536 03 12/01/98 0
9808150 O 11/01/28
0
1830810 J51/G01 F 383,200.00 ZZ
360 382,908.41 1
653 4TH STREET UNIT #2 7.375 2,646.67 80
7.125 2,646.67 479,000.00
HERMOSA BEACH CA 90254 1 10/15/98 00
0431092311 05 12/01/98 0
98123098 O 11/01/28
0
1830850 B57/G01 F 330,650.00 ZZ
360 330,385.57 1
9855 ALDEA AVENUE 7.125 2,227.66 85
NORTHRIDGE AREA 6.875 2,227.66 390,000.00
LOS ANGELES CA 91325 1 10/28/98 11
0431095637 05 12/01/98 17
9813622 O 11/01/28
0
1830861 601/G01 F 262,000.00 ZZ
360 261,063.40 1
362 HIGH STREET 7.750 1,877.00 80
7.500 1,877.00 329,900.00
NEWBURYPORT MA 01950 1 06/26/98 00
0431094184 05 08/01/98 0
12744702 O 07/01/28
0
1830865 601/G01 F 367,500.00 ZZ
360 367,227.27 1
12 TYSON LANE 7.500 2,569.61 70
7.250 2,569.61 525,000.00
1
RUMSON NJ 07760 5 10/15/98 00
0431094093 05 12/01/98 0
12801148 O 11/01/28
0
1830870 601/G01 F 500,000.00 ZZ
360 499,579.94 1
125 MRACK ROAD 6.875 3,284.64 79
6.625 3,284.64 640,000.00
DANVILLE CA 94506 1 10/02/98 00
0431093913 05 12/01/98 0
12606014 O 11/01/28
0
1830878 601/G01 F 268,000.00 ZZ
360 267,559.36 1
1820 OCTAVIA STREET 7.000 1,783.01 79
6.750 1,783.01 340,000.00
NEW ORLEANS LA 70118 2 10/02/98 00
0431094275 05 11/01/98 0
12814869 O 10/01/28
0
1830885 601/G01 F 245,600.00 ZZ
360 245,206.01 1
405 BLUFF MEADOW DRIVE 7.125 1,654.66 80
6.875 1,654.66 307,000.00
ELLISVILLE MO 63021 2 09/30/98 00
0431093863 03 11/01/98 0
12726642 O 10/01/28
0
1830891 601/G01 F 282,550.00 ZZ
360 282,073.90 1
1633 STERLING RD 6.875 1,856.15 66
6.625 1,856.15 432,500.00
CHARLOTTE NC 28209 1 09/23/98 00
0431094010 05 11/01/98 0
12760161 O 10/01/28
0
1830896 601/G01 F 250,000.00 ZZ
360 249,578.72 1
6 ELIZA COURT 6.875 1,642.33 80
6.625 1,642.33 315,000.00
CHARLESTON SC 29407 1 09/30/98 00
0431094051 05 11/01/98 0
31276740 O 10/01/28
0
1
1830897 664/G01 F 292,400.00 ZZ
360 292,154.35 1
1505 WILDER STREET 6.875 1,920.86 70
6.625 1,920.86 420,000.00
THOUSAND OAKS CA 91362 5 10/15/98 00
0431094895 05 12/01/98 0
2741577 O 11/01/28
0
1830901 601/G01 F 244,800.00 ZZ
360 244,613.72 1
28 SUMAC LANE 7.375 1,690.78 90
7.125 1,690.78 272,000.00
DURHAM NH 03824 1 10/15/98 14
0431094135 03 12/01/98 25
12801270 O 11/01/28
0
1830905 664/G01 F 450,000.00 ZZ
360 449,640.14 1
1086 W LK SAMMAMISH PKWY NE 7.125 3,031.74 72
6.875 3,031.74 628,000.00
BELLEVUE WA 98008 2 10/19/98 00
0431086750 03 12/01/98 0
2676443 O 11/01/28
0
1830906 601/G01 F 278,800.00 ZZ
360 278,571.47 1
2066 SWANSON MEADOWS ROAD 7.000 1,854.86 80
6.750 1,854.86 348,500.00
BONNER MT 59823 4 10/08/98 00
0431094374 05 12/01/98 0
12713707 O 11/01/28
0
1830908 601/G01 F 362,950.00 ZZ
360 362,409.59 1
1742 FIFESHIRE COURT 7.500 2,537.80 85
7.250 2,537.80 427,000.00
LONGWOOD FL 32779 1 09/30/98 10
0431095603 03 11/01/98 12
1282157 O 10/01/28
0
1830913 601/G01 F 290,000.00 ZZ
360 289,762.29 1
1
6614 COVINGTON COVE 7.000 1,929.38 79
6.750 1,929.38 367,450.00
CANFIELD OH 44406 1 10/05/98 00
0431094036 05 12/01/98 0
12795159 O 11/01/28
0
1830921 731/G01 F 272,000.00 ZZ
360 271,782.49 1
32962 DANA PINE 7.125 1,832.51 80
6.875 1,832.51 340,000.00
DANA POINT CA 92629 1 10/20/98 00
0431090851 05 12/01/98 0
712613760 O 11/01/28
0
1830940 E85/G01 F 326,250.00 ZZ
360 325,975.91 1
309 TAMALPAIS DRIVE 6.875 2,143.23 75
6.625 2,143.23 435,000.00
CORTE MADERA CA 94925 1 10/19/98 00
0431096478 05 12/01/98 0
9603841 O 11/01/28
0
1830953 637/G01 F 281,500.00 ZZ
360 281,269.25 1
1182 LENOR WAY 7.000 1,872.83 67
6.750 1,872.83 425,000.00
SAN JOSE CA 95128 5 10/14/98 00
0431097856 05 12/01/98 0
0013428610 O 11/01/28
0
1830960 637/G01 F 351,900.00 ZZ
360 351,611.55 1
145 BUTANO AVENUE 7.000 2,341.20 79
6.750 2,341.20 450,000.00
SUNNYVALE CA 94086 2 10/20/98 00
0431093632 05 12/01/98 0
0013428552 O 11/01/28
0
1830966 637/G01 F 348,000.00 ZZ
360 347,707.63 1
44459 VIEWPOINT CIRCLE 6.875 2,286.12 47
6.625 2,286.12 750,000.00
FREMONT CA 95035 2 10/16/98 00
0431107044 05 12/01/98 0
1
0013428321 O 11/01/28
0
1830978 637/G01 F 253,000.00 ZZ
360 252,797.68 1
5839 GOLD CREEK DRIVE 7.125 1,704.51 60
6.875 1,704.51 425,000.00
CASTRO VALLEY CA 94552 2 10/16/98 00
0431106293 05 12/01/98 0
0013428966 O 11/01/28
0
1830992 637/G01 F 412,750.00 ZZ
360 412,403.23 1
1780 WENRICK COURT 6.875 2,711.48 66
6.625 2,711.48 627,000.00
LOS ALTOS CA 94024 2 10/20/98 00
0431101658 05 12/01/98 0
0010943439 O 11/01/28
0
1831000 637/G01 F 373,000.00 ZZ
360 372,694.25 1
6531 EXETER DRIVE 7.000 2,481.58 75
6.750 2,481.58 500,000.00
OAKLAND CA 94611 2 10/20/98 00
0431106319 05 12/01/98 0
0013430699 O 11/01/28
0
1831003 N24/G01 F 400,000.00 ZZ
360 400,000.00 1
1473 TOMICHI DRIVE 7.125 2,694.87 78
6.875 2,694.87 515,000.00
FRANKTOWN CO 80116 2 11/12/98 00
0431113331 05 01/01/99 0
0000 O 12/01/28
0
1831012 637/G01 F 404,000.00 ZZ
360 403,668.84 1
20842 MAUREEN WAY 7.000 2,687.83 54
6.750 2,687.83 755,000.00
SARATOGA CA 95070 2 10/16/98 00
0431097971 05 12/01/98 0
0013428131 O 11/01/28
0
1
1831025 637/G01 F 600,000.00 ZZ
360 599,508.18 1
551 TORWOOD LANE 7.000 3,991.82 64
6.750 3,991.82 950,000.00
LOS ALTOS CA 94022 2 10/20/98 00
0431098144 05 12/01/98 0
0013430236 O 11/01/28
0
1831030 637/G01 F 380,000.00 ZZ
360 379,688.52 1
10120 PENINSULA AVENUE 7.000 2,528.15 67
6.750 2,528.15 575,000.00
CUPERTINO CA 95014 2 10/20/98 00
0431093665 05 12/01/98 0
0013429063 O 11/01/28
0
1831045 M46/G01 F 310,000.00 T
360 309,752.10 1
618 ALPINE DRIVE 7.125 2,088.53 58
6.875 2,088.53 539,000.00
SOUTH LAKE TAHO CA 96150 5 10/08/98 00
0431102870 03 12/01/98 0
4920137 O 11/01/28
0
1831150 A78/G01 F 357,000.00 ZZ
360 356,735.05 1
3603 EAGLE LANE 7.500 2,496.20 70
7.250 2,496.20 510,000.00
FORT COLLINS CO 80528 2 10/22/98 00
0431094614 03 12/01/98 0
010054208 O 11/01/28
0
1831291 M07/G01 F 171,000.00 ZZ
360 170,873.09 1
22720 RAVEN WAY 7.500 1,195.66 95
7.250 1,195.66 180,000.00
GRAND TERRACE CA 92313 2 10/13/98 10
0431108828 03 12/01/98 30
HH0097 O 11/01/28
0
1831295 882/G01 F 405,000.00 ZZ
360 404,684.07 1
3220 AH WE WA PLACE 7.250 2,762.81 75
7.000 2,762.81 545,000.00
1
MIAMI FL 33133 2 10/27/98 00
0431090331 05 12/01/98 0
0000 O 11/01/28
0
1831351 K08/G01 F 123,000.00 ZZ
360 122,906.41 1
2401 ALDEN COURT 7.375 849.53 75
7.125 849.53 164,000.00
WOODBRIDGE VA 22192 2 10/22/98 00
0411110307 03 12/01/98 0
411110307 O 11/01/28
0
1831355 K08/G01 F 136,300.00 ZZ
360 136,191.00 1
1307 CANYON ROAD 7.125 918.28 78
6.875 918.28 176,000.00
SILVER SPRING MD 20904 2 10/23/98 00
0411108079 05 12/01/98 0
411108079 O 11/01/28
0
1831378 K08/G01 F 170,000.00 ZZ
360 169,860.66 1
6341 HIGHLAND FARMS CIRCLE 7.000 1,131.01 50
6.750 1,131.01 340,700.00
FORT COLLINS CO 80525 1 10/30/98 00
0410828651 05 12/01/98 0
410828651 O 11/01/28
0
1831382 K08/G01 F 75,000.00 ZZ
360 74,936.99 1
57 WINCHESTER DRIVE 6.875 492.70 88
6.625 492.70 86,000.00
KINGSTON GA 30247 2 10/20/98 10
0411084486 05 12/01/98 25
411084486 O 11/01/28
0
1831462 637/G01 F 650,000.00 ZZ
360 649,467.20 1
2865 CHURCHILL DRIVE 7.000 4,324.47 47
6.750 4,324.47 1,400,000.00
HILLSBOROUGH CA 94010 2 10/21/98 00
0431093566 05 12/01/98 0
13430152 O 11/01/28
0
1
1832039 K08/G01 F 57,350.00 ZZ
360 57,302.99 1
2835 OLD DUTCH COURT 7.000 381.55 85
UNIT # 3 6.750 381.55 67,500.00
MOBILE AL 36695 2 10/19/98 10
0411089113 05 12/01/98 12
411089113 O 11/01/28
0
1832124 637/G01 F 297,600.00 ZZ
360 297,349.98 1
2037 OLIVIA COURT 6.875 1,955.02 80
6.625 1,955.02 372,000.00
PLEASANTON CA 94588 2 10/20/98 00
0431118009 05 12/01/98 0
10143931 O 11/01/28
0
1832129 637/G01 F 484,000.00 ZZ
360 483,593.38 1
132 REGENT PLACE 6.875 3,179.54 64
6.625 3,179.54 760,000.00
ALAMO CA 94507 2 10/17/98 00
0431115781 05 12/01/98 0
10144756 O 11/01/28
0
1832235 M82/G01 F 278,500.00 ZZ
360 278,277.28 1
1070 ANCHORE BAY COURT 7.125 1,876.31 65
6.875 1,876.31 430,000.00
GREENSBORO GA 30642 2 10/30/98 00
0431125434 05 12/01/98 0
10246 O 11/01/28
0
1832303 811/G01 F 316,000.00 ZZ
360 315,747.30 1
709 UNIVERSITY AVENUE 7.125 2,128.95 80
6.875 2,128.95 395,000.00
LOS GATOS CA 95032 1 10/23/98 00
0431091214 01 12/01/98 0
FM02207308 O 11/01/28
0
1832320 637/G01 F 582,000.00 ZZ
360 581,534.58 1
1
1922 FALLEN LEAF LANE 7.125 3,921.05 80
6.875 3,921.05 730,000.00
LOS ALTOS CA 94024 2 10/20/98 00
0431101682 05 12/01/98 0
10943082 O 11/01/28
0
1832327 637/G01 F 275,300.00 ZZ
360 275,074.34 1
2063 ARROWOOD LANE 7.000 1,831.58 71
6.750 1,831.58 393,000.00
SAN JOSE CA 95130 2 10/07/98 00
0431106129 05 12/01/98 0
0013427455 O 11/01/28
0
1832328 562/562 F 400,000.00 ZZ
360 399,724.72 1
23 MC GUINESS LANE 7.875 2,900.28 75
7.625 2,900.28 536,935.00
WHITE PLAINS NY 10605 1 10/30/98 00
563353 03 12/01/98 0
563353 O 11/01/28
0
1832334 757/G01 F 319,500.00 ZZ
360 319,250.75 1
5425 BROOKE FARM DRIVE 7.250 2,179.56 90
7.000 2,179.56 355,000.00
DUNWOODY GA 30338 1 10/30/98 11
0431095801 03 12/01/98 25
3705480 O 11/01/28
0
1832337 637/G01 F 419,000.00 ZZ
360 418,673.14 1
1294 HILLCREST DRIVE 7.250 2,858.32 64
7.000 2,858.32 660,000.00
SAN JOSE CA 95120 2 10/14/98 00
0431107176 05 12/01/98 0
10942019 O 11/01/28
0
1832345 637/G01 F 277,500.00 ZZ
360 277,288.84 1
6308 FELDER DRIVE 7.375 1,916.63 75
7.125 1,916.63 370,000.00
SAN JOSE CA 95123 5 10/16/98 00
0431128990 05 12/01/98 0
1
13427281 O 11/01/28
0
1832350 757/G01 F 238,000.00 ZZ
360 237,814.34 1
7091 MONTICELLO DRIVE 7.250 1,623.58 80
7.000 1,623.58 297,500.00
VILLA RICA GA 30180 4 10/29/98 00
0431090471 03 12/01/98 0
3592672 O 11/01/28
0
1832352 637/G01 F 275,000.00 ZZ
360 274,780.08 1
185 QUAIL RUN ROAD 7.125 1,852.73 57
6.875 1,852.73 490,000.00
APTOS CA 95003 5 10/13/98 00
0431102185 05 12/01/98 0
0010942803 O 11/01/28
0
1832357 637/G01 F 398,500.00 ZZ
360 398,181.32 1
5884 COUNTRY CLUB PARKWAY 7.125 2,684.77 43
6.875 2,684.77 945,000.00
SAN JOSE CA 95138 2 10/12/98 00
0431102094 03 12/01/98 0
0010943520 O 11/01/28
0
1832358 637/G01 F 315,000.00 ZZ
360 314,741.79 1
5675 178TH AVENUE S.E. 7.000 2,095.71 65
6.750 2,095.71 488,050.00
BELLEVUE WA 98006 1 10/09/98 00
0431103845 03 12/01/98 0
0010478022 O 11/01/28
0
1832368 637/G01 F 487,000.00 ZZ
360 486,600.80 1
1245 LOS TRANCOS ROAD 7.000 3,240.03 60
6.750 3,240.03 825,000.00
PORTOLA VALLEY CA 94028 2 10/14/98 00
0431102078 05 12/01/98 0
0013427240 O 11/01/28
0
1
1832373 637/G01 F 353,000.00 ZZ
360 352,710.65 1
7477 STANFORD PLACE 7.000 2,348.52 67
6.750 2,348.52 530,000.00
CUPERTINO CA 95014 2 10/16/98 00
0431109792 05 12/01/98 0
0013439740 O 11/01/28
0
1832375 638/G01 F 253,600.00 ZZ
240 253,127.78 1
162 OAKWOOD DRIVE 7.250 2,004.39 90
7.000 2,004.39 282,000.00
YARMOUTH ME 04096 2 10/02/98 14
0431090968 05 12/01/98 25
08792046 O 11/01/18
0
1832376 637/G01 F 338,000.00 ZZ
360 337,722.94 1
450 AMBER WAY 7.000 2,248.73 65
6.750 2,248.73 520,000.00
PETALUMA CA 94952 2 10/21/98 00
0431111665 05 12/01/98 0
0013818067 O 11/01/28
0
1832379 638/G01 F 356,500.00 ZZ
240 355,836.16 1
22211 AMBER ROSE 7.250 2,817.69 72
7.000 2,817.69 500,000.00
MISSION VIEJO CA 92692 2 10/08/98 00
0431090950 03 12/01/98 0
08799298 O 11/01/18
0
1832383 637/G01 F 295,000.00 ZZ
360 294,769.87 1
366 60TH STREET 7.250 2,012.42 63
7.000 2,012.42 470,000.00
OAKLAND CA 94618 5 10/15/98 00
0431101708 05 12/01/98 0
0010144772 O 11/01/28
0
1832387 637/G01 F 360,000.00 ZZ
360 359,712.11 1
362 BLUE OAK LANE 7.125 2,425.39 80
6.875 2,425.39 450,000.00
1
CLAYTON CA 94517 2 10/15/98 00
0431101716 05 12/01/98 0
0013149257 O 11/01/28
0
1832392 637/G01 F 316,000.00 ZZ
360 315,753.49 1
146 BRIAR PLACE 7.250 2,155.68 61
7.000 2,155.68 520,000.00
DANVILLE CA 94526 2 10/20/98 00
0431106152 03 12/01/98 0
0013430608 O 11/01/28
0
1832393 637/G01 F 301,000.00 ZZ
360 300,759.29 1
44 WANDEL DRIVE 7.125 2,027.90 57
6.875 2,027.90 531,500.00
MORAGA CA 94556 2 10/15/98 00
0431106467 05 12/01/98 0
0010144681 O 11/01/28
0
1832398 637/G01 F 500,000.00 ZZ
360 499,609.94 1
33 DOLORES WAY 7.250 3,410.89 77
7.000 3,410.89 650,000.00
ORINDA CA 94563 2 10/20/98 00
0431096270 05 12/01/98 0
13430335 O 11/01/28
0
1832404 637/G01 F 316,000.00 ZZ
360 315,753.49 1
4044 VALENTE COURT 7.250 2,155.68 72
7.000 2,155.68 440,000.00
LAFAYETTE CA 94549 2 10/20/98 00
0431096262 05 12/01/98 0
13430483 O 11/01/28
0
1832405 637/G01 F 356,000.00 ZZ
360 355,708.19 1
1112 LITTLEJOHN WAY 7.000 2,368.48 75
6.750 2,368.48 475,000.00
SAN JOSE CA 95129 5 10/12/98 00
0431101674 05 12/01/98 0
0013438122 O 11/01/28
0
1
1832412 637/G01 F 282,000.00 ZZ
360 281,780.01 1
3484 SHAFER DRIVE 7.250 1,923.74 63
7.000 1,923.74 450,000.00
SANTA CLARA CA 95051 2 10/20/98 00
0431096635 05 12/01/98 0
13430640 O 11/01/28
0
1832421 637/G01 F 550,000.00 ZZ
360 549,570.95 1
191 FOREST LANE 7.250 3,751.97 76
7.000 3,751.97 725,000.00
MENLO PARK CA 94025 2 10/20/98 00
0431109735 09 12/01/98 0
13430293 O 11/01/28
0
1832428 637/G01 F 276,000.00 ZZ
360 275,784.69 1
1200 RAVENSCOURT AVENUE 7.250 1,882.81 80
7.000 1,882.81 345,000.00
SAN JOSE CA 95128 2 10/20/98 00
0431106236 05 12/01/98 0
13428776 O 11/01/28
0
1832433 637/G01 F 255,000.00 ZZ
360 254,801.08 1
2658 COREY PLACE 7.250 1,739.55 70
7.000 1,739.55 365,000.00
SAN RAMON CA 94583 2 10/20/98 00
0431096627 05 12/01/98 0
0013430418 O 11/01/28
0
1832440 637/G01 F 259,200.00 ZZ
360 258,982.24 1
16345 LOS GATOS BLVD #25 6.875 1,702.76 80
6.625 1,702.76 324,000.00
LOS GATOS CA 95032 1 10/22/98 00
0431107077 09 12/01/98 0
0010143550 O 11/01/28
0
1832445 637/G01 F 369,700.00 ZZ
360 369,404.35 1
1
19744 SOLANA DRIVE 7.125 2,490.74 60
6.875 2,490.74 625,000.00
SARATOGA CA 95070 2 10/20/98 00
0431107028 05 12/01/98 0
13427596 O 11/01/28
0
1832448 637/G01 F 366,000.00 ZZ
360 365,707.32 1
5991 CROSSMONT CIRCLE 7.125 2,465.81 45
6.875 2,465.81 830,000.00
SAN JOSE CA 95120 2 10/20/98 00
0431107085 05 12/01/98 0
10943595 O 11/01/28
0
1832456 637/G01 F 588,750.00 ZZ
360 588,267.40 1
44244 REVERE PLACE 7.000 3,916.97 75
6.750 3,916.97 785,000.00
FREMONT CA 94539 1 10/16/98 00
0431106145 05 12/01/98 0
0010944072 O 11/01/28
0
1832487 637/G01 F 418,000.00 ZZ
360 417,465.73 1
6263 HIGH MEADOW COURT 7.125 2,816.15 70
6.875 2,816.15 600,000.00
SAN JOSE CA 95135 2 10/16/98 00
0431123926 05 12/01/98 0
0013429691 O 11/01/28
0
1832489 637/G01 F 238,000.00 ZZ
360 237,814.34 1
8800 RANCHO HILLS DRIVE 7.250 1,623.58 73
7.000 1,623.58 328,000.00
GILROY CA 95020 2 10/20/98 00
0431107051 05 12/01/98 0
0013429030 O 11/01/28
0
1832497 637/G01 F 284,500.00 ZZ
360 284,272.49 1
1134 ARLINGTON LANE 7.125 1,916.73 55
6.875 1,916.73 525,000.00
SAN JOSE CA 95129 2 10/15/98 00
0431106053 05 12/01/98 0
1
0013428099 O 11/01/28
0
1832503 E26/G01 F 198,700.00 ZZ
360 198,533.07 1
4815 N WASHINGTON BOULEVARD 6.875 1,305.32 70
6.625 1,305.32 283,900.00
ARLINGTON VA 22205 1 10/27/98 00
0431091404 05 12/01/98 0
44800520 O 11/01/28
0
1832504 637/G01 F 369,200.00 ZZ
360 368,911.98 1
44584 MESQUITE COURT 7.250 2,518.60 51
7.000 2,518.60 730,000.00
FREMONT CA 94539 2 10/20/98 00
0431095322 05 12/01/98 0
0013430897 O 11/01/28
0
1832507 637/G01 F 244,000.00 ZZ
360 243,799.99 1
2732 LARAMIE GATE CIRCLE 7.000 1,623.34 68
6.750 1,623.34 360,000.00
PLEASANTON CA 94566 2 10/18/98 00
0431100155 05 12/01/98 0
0010148575 O 11/01/28
0
1832516 637/G01 F 325,000.00 ZZ
360 324,740.10 1
837 CASCADE DRIVE 7.125 2,189.59 61
6.875 2,189.59 535,000.00
SUNNYVALE CA 94087 2 10/14/98 00
0431109743 05 12/01/98 0
0010944601 O 11/01/28
0
1832522 637/G01 F 327,000.00 ZZ
360 326,731.96 1
5380 S. GENEVA STREET 7.000 2,175.54 61
6.750 2,175.54 539,000.00
ENGLEWOOD CO 80111 2 10/08/98 00
0431097013 03 12/01/98 0
0013393293 O 11/01/28
0
1
1832524 637/G01 F 284,000.00 ZZ
360 283,778.45 1
818 PIPER AVENUE 7.250 1,937.38 53
7.000 1,937.38 541,000.00
SUNNYVALE CA 94087 2 10/16/98 00
0431106343 05 12/01/98 0
0010145290 O 11/01/28
0
1832533 637/G01 F 293,000.00 ZZ
360 292,765.69 1
11709 OLIVE SPRING COURT 7.125 1,974.00 42
6.875 1,974.00 700,000.00
CUPERTINO CA 95014 2 10/09/98 00
0431101666 03 12/01/98 0
10943207 O 11/01/28
0
1832534 601/G01 F 310,000.00 ZZ
360 309,733.09 1
16547 SW WHITETAIL LANE 6.750 2,010.66 76
6.500 2,010.66 410,000.00
BEAVERTON OR 97007 1 10/19/98 00
0431088228 05 12/01/98 0
2020275 O 11/01/28
0
1832535 637/G01 F 371,350.00 ZZ
360 371,060.30 1
43622 EUCLID DRIVE 7.250 2,533.27 63
7.000 2,533.27 590,000.00
FREMONT CA 94539 2 10/16/98 00
0431106277 05 12/01/98 0
13429402 O 11/01/28
0
1832539 601/G01 F 304,000.00 ZZ
360 303,750.81 1
445 ELM AVENUE 7.000 2,022.52 80
6.750 2,022.52 380,000.00
ELMHURST IL 60123 1 10/16/98 00
0431094986 05 12/01/98 0
2101370 O 11/01/28
0
1832546 601/G01 F 299,200.00 ZZ
360 298,948.63 1
10304 BRECONSHIRE ROAD 6.875 1,965.54 80
6.625 1,965.54 374,000.00
1
ELLICOTT CITY MD 21042 1 10/15/98 00
0431088178 05 12/01/98 0
12892469 O 11/01/28
0
1832551 601/G01 F 389,600.00 ZZ
360 389,247.79 1
34740 181 AVENUE SE 6.500 2,462.54 80
6.250 2,462.54 487,000.00
AUBURN WA 98092 1 10/19/98 00
0431088186 05 12/01/98 0
20201141 O 11/01/28
0
1832572 601/G01 F 292,000.00 ZZ
360 291,777.80 1
1694 ALMOND BLOSSOM LANE 7.375 2,016.78 80
7.125 2,016.78 365,000.00
SAN JOSE CA 95124 1 10/05/98 00
0431095108 05 12/01/98 0
1299062 O 11/01/28
0
1832584 601/G01 F 275,000.00 ZZ
360 274,780.08 1
17623 168 PLACE NE 7.125 1,852.73 68
6.875 1,852.73 410,000.00
WOODINVILLE WA 98072 5 10/16/98 00
0431094978 05 12/01/98 0
20201646 O 11/01/28
0
1832585 665/G01 F 353,000.00 ZZ
360 352,703.44 1
5801 SCARBOROUGH DRIVE 6.875 2,318.96 65
6.625 2,318.96 545,000.00
OAKLAND CA 94611 2 10/16/98 00
0431091586 05 12/01/98 0
9801225597 O 11/01/28
0
1832596 665/G01 F 276,000.00 ZZ
360 275,768.13 1
60 CALIFORNIA AVENUE 6.875 1,813.12 75
6.625 1,813.12 370,000.00
MILL VALLEY CA 94941 2 10/15/98 00
0431091545 05 12/01/98 0
9801225161 O 11/01/28
0
1
1832597 664/G01 F 257,400.00 ZZ
360 257,189.01 1
3100 WEST SIERRA DRIVE 7.000 1,712.49 80
6.750 1,712.49 321,750.00
WESTLAKE VILLAG CA 91362 1 10/22/98 00
0431090802 05 12/01/98 0
2777738 O 11/01/28
0
1832598 601/G01 F 300,000.00 ZZ
360 299,765.97 1
23907 LANCASTER COURT 7.250 2,046.53 80
7.000 2,046.53 375,000.00
DEER PARKH IL 60010 1 10/15/98 00
0431088202 03 12/01/98 0
21016258 O 11/01/28
0
1832599 813/813 F 368,000.00 ZZ
360 366,207.88 1
46-156 NAHIKU STREET 7.125 2,479.28 80
6.875 2,479.28 460,000.00
KANEOHE HI 96744 2 05/13/98 00
0000 05 07/01/98 0
0000 O 06/01/28
0
1832609 601/G01 F 280,000.00 ZZ
360 279,776.08 1
3311 RESTON CT NE 7.125 1,886.42 80
6.875 1,886.42 350,000.00
CEDAR RAPIDS IA 52402 2 10/20/98 00
0431088210 05 12/01/98 0
20118899 O 11/01/28
0
1832613 665/G01 F 292,500.00 ZZ
360 292,266.09 1
3573 WOODLEY DRIVE 7.125 1,970.63 75
6.875 1,970.63 392,000.00
SAN JOSE CA 95148 5 10/13/98 00
0431091396 05 12/01/98 0
9801225473 O 11/01/28
0
1832641 920/G01 F 378,000.00 ZZ
350 377,713.39 1
1
2041 PARK DRIVE 7.750 2,727.86 79
7.500 2,727.86 480,000.00
LOS ANGELES CA 90026 2 10/28/98 00
0431102052 05 12/01/98 0
975025 O 01/01/28
0
1832670 A06/G01 F 242,250.00 ZZ
360 242,083.28 1
2478 DEVON LANE 7.875 1,756.49 95
7.625 1,756.49 255,000.00
BIRMINGHAM MI 48009 1 10/14/98 12
0431089432 05 12/01/98 30
001000009813932 O 11/01/28
0
1832698 E82/G01 F 227,000.00 ZZ
360 226,804.56 1
375 DANTE ROBLES ROAD 6.750 1,472.32 38
6.500 1,472.32 600,000.00
AROMAS CA 95004 2 10/26/98 00
0400155099 05 12/01/98 0
1565961 O 11/01/28
0
1832713 B54/G01 F 556,500.00 ZZ
360 556,043.84 1
734 W HUTCHINSON 7.000 3,702.41 70
6.750 3,702.41 795,000.00
CHICAGO IL 60613 5 10/09/98 00
0431101955 05 12/01/98 0
166121 O 11/01/28
0
1832730 B60/G01 F 339,050.00 ZZ
360 338,778.87 1
403 22ND STREET 7.125 2,284.24 72
6.875 2,284.24 475,000.00
HUNTINGTON BEAC CA 92648 2 10/15/98 00
0431096882 05 12/01/98 0
256715 O 11/01/28
0
1832732 B60/G01 F 465,914.00 ZZ
360 465,559.48 1
12 NORTH PORTOLA ROAD 7.375 3,217.95 52
7.125 3,217.95 900,000.00
LAGUNA BEACH CA 92677 2 10/19/98 00
0431090893 03 12/01/98 0
1
259139 O 11/01/28
0
1832822 637/G01 F 442,000.00 ZZ
360 441,646.54 1
1694 JAMESTOWN DRIVE 7.125 2,977.84 59
6.875 2,977.84 755,000.00
CUPERTINO CA 95014 2 10/20/98 00
0431106517 05 12/01/98 0
0013427810 O 11/01/28
0
1832829 E82/G01 F 247,000.00 ZZ
360 246,792.49 1
2009 GLENCOE AVENUE 6.875 1,622.61 79
6.625 1,622.61 315,000.00
VENICE CA 90291 2 11/02/98 00
0400158812 05 12/01/98 0
0400158812 O 11/01/28
0
1832830 E82/G01 F 322,500.00 ZZ
360 322,235.65 1
1239 ROYCOTT WAY 7.000 2,145.60 75
6.750 2,145.60 430,000.00
SAN JOSE CA 95125 5 11/02/98 00
0400156675 05 12/01/98 0
0400156675 O 11/01/28
0
1832836 E82/G01 F 96,700.00 ZZ
360 96,630.01 1
8150 SANDY CREEK DRIVE 7.625 684.44 80
7.375 684.44 120,900.00
LAS VEGAS NV 89123 1 11/04/98 00
0400160735 03 12/01/98 0
0400160735 O 11/01/28
0
1832858 K08/G01 F 148,400.00 ZZ
360 148,284.23 1
3811 OLD BRIDGE WAY 7.250 1,012.35 90
7.000 1,012.35 164,900.00
DULUTH GA 30096 1 10/28/98 10
0411107030 05 12/01/98 25
411107030 O 11/01/28
0
1
1832862 K08/G01 F 108,000.00 ZZ
360 107,929.35 1
1466 INDIAN LAKE RD 8.125 801.90 80
7.875 801.90 135,000.00
LAKE ORION MI 48362 2 10/21/98 00
0411093081 05 12/01/98 0
411093081 O 11/01/28
0
1832896 A35/A35 F 240,000.00 ZZ
360 239,817.38 1
14 YATES LANE 7.375 1,657.62 68
7.125 1,657.62 355,000.00
JERICHO NY 11753 5 10/20/98 00
000 05 12/01/98 0
000 O 11/01/28
0
1832898 A35/A35 F 300,000.00 ZZ
360 299,771.72 1
14-69 165TH STREET 7.375 2,072.03 60
7.125 2,072.03 500,000.00
BEECHHURST NY 11369 1 10/21/98 00
000 05 12/01/98 0
000 O 11/01/28
0
1832904 992/G01 F 309,000.00 ZZ
360 308,764.87 1
5 WEATHERVANE WAY 7.375 2,134.19 77
7.125 2,134.19 405,000.00
DIX HILLS NY 11746 5 10/16/98 00
0431099027 05 12/01/98 0
351338 O 11/01/28
0
1832906 026/G01 F 268,600.00 ZZ
360 268,379.82 1
330 PILGRIMAGE POINT 7.000 1,787.01 76
6.750 1,787.01 358,000.00
ALPHARETTA GA 30022 2 10/26/98 00
0431092345 03 12/01/98 0
0310380 O 11/01/28
0
1832907 731/G01 F 261,000.00 ZZ
360 260,796.40 1
213 SANTA ANAAVENUE 7.250 1,780.48 86
7.000 1,780.48 306,000.00
1
LONG BEACH CA 90803 1 10/16/98 12
0431094358 05 12/01/98 25
916082325 O 11/01/28
0
1832920 731/G01 F 129,500.00 ZZ
360 129,380.06 1
11632 SOUTHEAST 163RD STREET 6.375 807.91 70
6.125 807.91 185,000.00
RENTON WA 98058 2 10/19/98 00
0431097393 05 12/01/98 0
230236266 O 11/01/28
0
1832950 624/G01 F 115,000.00 ZZ
360 114,914.65 1
96 COLLEGE ROAD 7.500 804.10 49
7.250 804.10 239,000.00
WATSONVILLE CA 95076 1 10/23/98 00
0431095173 05 12/01/98 0
88611080723 O 11/01/28
0
1832961 F96/G01 F 442,350.00 ZZ
360 442,004.92 1
58 VALLEY VIEW AVENUE 7.250 3,017.61 69
7.000 3,017.61 650,000.00
CITY OF SUMMIT NJ 07901 5 10/21/98 00
0431112945 05 12/01/98 0
2838 O 11/01/28
0
1832963 637/G01 F 498,500.00 ZZ
360 498,101.35 1
44274 HUNTER PLACE 7.125 3,358.49 49
6.875 3,358.49 1,025,000.00
FREMONT CA 94539 2 10/19/98 00
0431106749 05 12/01/98 0
13425079 O 11/01/28
0
1832967 F42/G01 F 285,000.00 ZZ
360 284,788.49 2
99-02 ASCAN AVENUE 7.500 1,992.76 95
7.250 1,992.76 300,000.00
FOREST HILLS NY 11375 1 10/22/98 01
0431095306 05 12/01/98 30
NY0623981 O 11/01/28
0
1
1832969 637/G01 F 393,000.00 ZZ
360 392,685.72 1
503 LOWER VINTERS CIRCLE 7.125 2,647.72 48
6.875 2,647.72 833,000.00
FREMONT CA 94539 2 10/08/98 00
0431100478 05 12/01/98 0
10943025 O 11/01/28
0
1832971 731/G01 F 303,650.00 ZZ
360 303,650.00 1
12385 PATHOS LANE 7.750 2,175.39 80
7.500 2,175.39 379,600.00
SAN DIEGO CA 92129 1 11/12/98 00
0431111871 05 01/01/99 0
613713438 O 12/01/28
0
1832997 992/G01 F 520,000.00 ZZ
360 518,805.62 1
31 LONDON TERRACE 7.375 3,591.52 80
7.125 3,591.52 650,000.00
NEW ROCHELLE NY 10804 1 08/17/98 00
0431093921 05 10/01/98 0
352413 O 09/01/28
0
1833001 638/G01 F 264,000.00 ZZ
360 263,772.70 1
2607 BUNKER HILL 6.750 1,712.30 80
6.500 1,712.30 330,000.00
MCKINNEY TX 75070 1 10/15/98 00
0431092329 05 12/01/98 0
8800107 O 11/01/28
0
1833005 637/G01 F 548,500.00 ZZ
360 548,039.19 1
7 MANN DRIVE 6.875 3,603.26 46
6.625 3,603.26 1,200,000.00
KENTFIELD CA 94904 2 10/20/98 00
0431100445 05 12/01/98 0
10144848 O 11/01/28
0
1833006 638/G01 F 360,000.00 ZZ
360 359,732.83 1
1
4457 HILLVIEW DRIVE 7.500 2,517.17 80
7.250 2,517.17 450,000.00
LA MESA CA 91941 2 10/16/98 00
0431093681 05 12/01/98 0
08800463 O 11/01/28
0
1833015 638/G01 F 290,300.00 ZZ
360 290,079.11 1
2219 PETTIGREW DRIVE 7.375 2,005.03 80
7.125 2,005.03 363,000.00
SAN JOSE CA 95148 1 09/30/98 00
0431093723 03 12/01/98 0
08793058 O 11/01/28
0
1833019 638/G01 F 265,000.00 ZZ
360 264,564.30 1
8242 CALIFORNIA AVENUE 7.000 1,763.05 80
6.750 1,763.05 335,000.00
WHITTIER CA 90602 5 09/22/98 00
0431092410 05 11/01/98 0
8785172 O 10/01/28
0
1833021 992/G01 F 510,000.00 ZZ
360 509,075.40 1
8 JUNIPER COURT 6.500 3,223.55 80
6.250 3,223.55 637,500.00
ARMONK NY 10504 1 09/30/98 00
0431093129 03 11/01/98 0
350986 O 10/01/28
0
1833030 K08/G01 F 146,400.00 G
360 146,288.60 1
21545 GAYLA DRIVE 7.375 1,011.15 80
7.125 1,011.15 183,000.00
PINE GROVE CA 95665 1 10/26/98 00
0411097504 05 12/01/98 0
411097504 O 11/01/28
0
1833031 638/G01 F 450,000.00 ZZ
360 449,631.14 1
2805 GREEN MOUNTAIN LANE 7.000 2,993.86 79
6.750 2,993.86 575,000.00
ESCONDIDO CA 95025 5 10/20/98 00
0431092246 05 12/01/98 0
1
8803652 O 11/01/28
0
1833034 K08/G01 F 389,000.00 ZZ
360 388,681.14 1
1640 HASLAM TERRACE 7.000 2,588.03 56
(WEST HOLLYWOOD) 6.750 2,588.03 695,000.00
LOS ANGELES CA 90069 2 10/29/98 00
0411092463 05 12/01/98 0
411092463 O 11/01/28
0
1833037 964/G01 F 322,500.00 ZZ
360 322,254.60 1
17 WATERSIDE CIRCLE 7.375 2,227.43 75
7.125 2,227.43 430,000.00
SAN RAFAEL CA 94903 1 10/26/98 00
0431093467 03 12/01/98 0
44640 O 11/01/28
0
1833041 K08/G01 F 171,700.00 ZZ
360 171,572.58 2
957 TORRANCE BLVD 7.500 1,200.55 85
7.250 1,200.55 202,000.00
TORRANCE CA 90502 2 10/26/98 11
0411073257 05 12/01/98 12
411073257 O 11/01/28
0
1833042 K08/G01 F 85,600.00 ZZ
360 85,600.00 1
430 NORTHWEST HIGH STREET 7.250 583.94 80
7.000 583.94 107,000.00
NEWPORT OR 97365 1 10/26/98 00
0411104920 05 01/01/99 0
411104920 O 12/01/28
0
1833068 964/G01 F 288,000.00 ZZ
360 287,775.33 1
5006 KEANE DRIVE 7.250 1,964.67 80
7.000 1,964.67 360,000.00
CARMICHAEL CA 95608 1 10/27/98 00
0431094580 05 12/01/98 0
35897 O 11/01/28
0
1
1833075 964/G01 F 110,000.00 ZZ
360 109,912.04 1
4 B PARK CREST COURT 7.125 741.09 57
6.875 741.09 195,000.00
NOVATO CA 94947 1 10/21/98 00
0431092840 01 12/01/98 0
44332 O 11/01/28
0
1833079 638/G01 F 410,500.00 ZZ
360 410,171.73 1
25 HAWKINS PLACE 7.125 2,765.61 74
6.875 2,765.61 562,000.00
DUXBURY MA 02332 2 10/09/98 00
0431093764 05 12/01/98 0
08803337 O 11/01/28
0
1833081 964/G01 F 320,000.00 ZZ
360 319,737.70 1
94 HALF MOON ROAD 7.000 2,128.97 80
6.750 2,128.97 400,000.00
NOVATO CA 94947 1 10/19/98 00
0431094630 05 12/01/98 0
44039 O 11/01/28
0
1833084 638/G01 F 288,000.00 ZZ
360 287,769.69 1
2409 LAWNDALE 7.125 1,940.31 80
6.875 1,940.31 360,000.00
EVANSTON IL 60201 2 10/16/98 00
0431091750 05 12/01/98 0
8793425 O 11/01/28
0
1833085 964/G01 F 255,200.00 ZZ
360 255,005.82 1
7434 LOCKE ROAD 7.375 1,762.60 80
7.125 1,762.60 319,000.00
VACAVILLE CA 95688 1 10/22/98 00
0431093731 05 12/01/98 0
42533 O 11/01/28
0
1833086 638/G01 F 240,000.00 ZZ
360 239,808.08 1
1401 MISS ELLE WAY 7.125 1,616.92 78
6.875 1,616.92 310,000.00
1
ALPINE CA 91901 2 10/16/98 00
0431091529 05 12/01/98 0
8793308 O 11/01/28
0
1833090 637/G01 F 323,000.00 ZZ
360 322,754.22 1
2770 THOMAS GRADE AVENUE 7.375 2,230.88 76
7.125 2,230.88 430,000.00
MORGAN HILL CA 95037 2 10/20/98 00
0431111392 05 12/01/98 0
0012775516 O 11/01/28
0
1833097 638/G01 F 300,000.00 ZZ
360 299,771.72 1
1001 PANSY WAY 7.375 2,072.03 67
7.125 2,072.03 450,000.00
EL CAJON CA 92019 2 10/20/98 00
0431092634 05 12/01/98 0
08801712 O 11/01/28
0
1833103 637/G01 F 350,000.00 ZZ
360 349,698.65 1
127 CAFETO COURT 6.750 2,270.10 78
6.500 2,270.10 450,000.00
WALNUT CREEK CA 94598 2 10/15/98 00
0431105394 05 12/01/98 0
0010144780 O 11/01/28
0
1833109 637/G01 F 258,000.00 ZZ
360 257,803.67 1
2678 MINTON COURT 7.375 1,781.95 70
7.125 1,781.95 370,000.00
PLEASANTON CA 94566 2 10/15/98 00
0431101427 03 12/01/98 0
12779492 O 11/01/28
0
1833111 637/G01 F 510,560.00 ZZ
360 510,151.71 1
12580 RADOYKA DRIVE 7.125 3,439.74 64
6.875 3,439.74 800,000.00
SARATOGA CA 95070 5 10/15/98 00
0431108133 05 12/01/98 0
0010943553 O 11/01/28
0
1
1833117 638/G01 F 450,000.00 ZZ
360 449,631.14 1
96 BLUEBERRY LANE 7.000 2,993.86 65
6.750 2,993.86 700,000.00
CONCORD MA 01742 5 10/15/98 00
0431092337 05 12/01/98 0
08796643 O 11/01/28
0
1833139 637/G01 F 302,000.00 ZZ
360 301,781.42 1
15 OAK WAY 7.625 2,137.54 42
7.375 2,137.54 730,000.00
ROSS CA 94957 2 10/15/98 00
0431108091 05 12/01/98 0
0013377288 O 11/01/28
0
1833140 637/G01 F 300,000.00 ZZ
360 299,771.72 1
207 THOMAS DRIVE 7.375 2,072.03 75
7.125 2,072.03 405,000.00
LOS GATOS CA 95032 2 10/21/98 00
0431104140 05 12/01/98 0
13427547 O 11/01/28
0
1833141 637/G01 F 370,000.00 ZZ
360 369,696.71 1
186 SANTA RITA COURT 7.000 2,461.62 51
6.750 2,461.62 735,000.00
LOS ALTOS CA 94022 2 10/14/98 00
0431100197 05 12/01/98 0
13439708 O 11/01/28
0
1833143 637/G01 F 244,950.00 ZZ
360 244,758.92 1
1927 CAPE HORN DRIVE 7.250 1,670.99 69
7.000 1,670.99 355,000.00
SAN JOSE CA 95133 5 10/19/98 00
0431109644 05 12/01/98 0
13429113 O 11/01/28
0
1833144 637/G01 F 590,000.00 ZZ
360 589,551.05 1
1
111 ALTA TIERRA COURT 7.375 4,074.99 35
7.125 4,074.99 1,700,000.00
LOS GATOS CA 95032 5 10/16/98 00
0431106731 05 12/01/98 0
12775219 O 11/01/28
0
1833150 637/G01 F 257,000.00 ZZ
360 256,794.48 1
1608 TIFFANY WAY 7.125 1,731.46 60
6.875 1,731.46 430,000.00
SAN JOSE CA 95125 5 10/20/98 00
0431097914 05 12/01/98 0
13427364 O 11/01/28
0
1833151 637/G01 F 465,000.00 ZZ
360 464,599.64 1
2180 WYNFAIR RIDGE WAY 6.750 3,015.99 52
6.500 3,015.99 900,000.00
SAN JOSE CA 95138 5 10/15/98 00
0431111855 03 12/01/98 0
12777553 O 11/01/28
0
1833155 637/G01 F 256,000.00 ZZ
360 255,790.15 1
51 LLEWELYN 7.000 1,703.18 72
6.750 1,703.18 360,000.00
CAMPBELL CA 95008 5 10/19/98 00
0431104074 05 12/01/98 0
13428677 O 11/01/28
0
1833160 637/G01 F 350,000.00 ZZ
360 349,740.25 1
1344 TANAKA DRIVE 7.500 2,447.25 75
7.250 2,447.25 470,000.00
SAN JOSE CA 95131 5 10/16/98 00
0431103977 05 12/01/98 0
13388442 O 11/01/28
0
1833162 637/G01 F 500,000.00 ZZ
360 499,590.15 1
8139 HYANNISPORT DRIVE 7.000 3,326.52 67
6.750 3,326.52 750,000.00
CUPERTINO CA 95014 5 10/17/98 00
0431102193 05 12/01/98 0
1
13440086 O 11/01/28
0
1833170 637/G01 F 584,000.00 ZZ
360 583,532.98 1
15865 LONGWOOD DRIVE 7.125 3,934.52 70
6.875 3,934.52 835,000.00
LOS GATOS CA 95032 2 10/15/98 00
0431100205 05 12/01/98 0
13429600 O 11/01/28
0
1833174 637/G01 F 413,000.00 ZZ
360 412,669.73 1
524 COLUMBIA CREEK DRIVE 7.125 2,782.46 78
6.875 2,782.46 530,000.00
SAN RAMON CA 94583 2 10/13/98 00
0431100221 05 12/01/98 0
13430178 O 11/01/28
0
1833176 637/G01 F 295,000.00 ZZ
360 294,769.87 1
6302 CAMINO DEL LAGO 7.250 2,012.42 63
7.000 2,012.42 470,000.00
PLEASANTON CA 94566 2 10/15/98 00
0431102268 05 12/01/98 0
13422621 O 11/01/28
0
1833182 637/G01 F 245,000.00 ZZ
360 244,451.09 1
1510 MIMOSA STREET 7.500 1,713.08 70
7.250 1,713.08 350,000.00
LIVERMORE CA 94550 2 07/30/98 00
0431111384 05 10/01/98 0
11212735 O 09/01/28
0
1833187 637/G01 F 236,000.00 ZZ
360 235,806.55 1
18070 BROADWAY TERRACE 7.000 1,570.12 32
6.750 1,570.12 750,000.00
OAKLAND CA 94611 2 10/06/98 00
0431106780 05 12/01/98 0
10939940 O 11/01/28
0
1
1833194 637/G01 F 333,000.00 ZZ
360 332,720.23 1
7 SILVIA COURT 6.875 2,187.58 64
6.625 2,187.58 527,000.00
MORAGA CA 94556 5 10/09/98 00
0431100213 05 12/01/98 0
13432901 O 11/01/28
0
1833200 637/G01 F 141,000.00 ZZ
360 140,881.54 1
2066 HERCULES COURT 6.875 926.27 75
6.625 926.27 188,000.00
SIMI VALLEY CA 93065 1 10/14/98 00
0431113703 05 12/01/98 0
13451232 O 11/01/28
0
1833202 637/G01 F 332,000.00 ZZ
360 331,734.50 1
1123 SMYRNA COURT 7.125 2,236.75 64
6.875 2,236.75 520,000.00
SUNNYVALE CA 94087 2 10/19/98 00
0431110196 05 12/01/98 0
13428578 O 11/01/28
0
1833205 992/G01 F 306,375.00 ZZ
360 305,895.55 1
257 WESTMINSTER ROAD 7.250 2,090.02 95
7.000 2,090.02 322,500.00
BROOKLYN NY 11218 1 09/17/98 01
0431094531 05 11/01/98 30
355207 O 10/01/28
0
1833212 992/G01 F 351,000.00 ZZ
360 350,408.53 1
11 LAUREL ROAD 6.875 2,305.83 75
6.625 2,305.83 468,000.00
POUND RIDGE NY 10576 5 09/16/98 00
0431092642 05 11/01/98 0
357197 O 10/01/28
0
1833213 637/G01 F 315,000.00 ZZ
360 314,760.31 1
5157 GENOVESIO DRIVE 7.375 2,175.63 75
7.125 2,175.63 425,000.00
1
PLEASANTON CA 94588 5 10/08/98 00
0431116888 03 12/01/98 0
13430533 O 11/01/28
0
1833215 992/G01 F 268,000.00 ZZ
360 267,548.41 1
58-36 212TH STREET 6.875 1,760.57 80
6.625 1,760.57 335,000.00
BAYSIDE NY 11364 1 10/01/98 00
0431092667 05 11/01/98 0
351489 O 10/01/28
0
1833222 992/G01 F 243,500.00 ZZ
360 243,285.16 1
401 PROSPECT AVENUE 6.625 1,559.16 75
6.375 1,559.16 325,000.00
ORADELL NJ 07649 2 10/19/98 00
0431117761 05 12/01/98 0
355600 O 11/01/28
0
1833232 992/G01 F 352,700.00 ZZ
360 352,161.59 1
11 BARNES TERRACE 7.375 2,436.02 90
7.125 2,436.02 391,900.00
CHAPPAQUA NY 10514 1 09/11/98 04
0431092766 05 11/01/98 25
351118 O 10/01/28
0
1833241 637/G01 F 328,000.00 ZZ
360 327,737.70 1
18985 TUGGLE AVENUE 7.125 2,209.80 66
6.875 2,209.80 500,000.00
CUPERTINO CA 95014 2 10/08/98 00
0431107168 05 12/01/98 0
0013429071 O 11/01/28
0
1833247 637/G01 F 327,500.00 ZZ
360 327,238.10 1
12176 SARATOGA VILLA PLACE 7.125 2,206.43 42
6.875 2,206.43 798,000.00
SARATOGA CA 95070 2 10/08/98 00
0431103837 05 12/01/98 0
0013428644 O 11/01/28
0
1
1833250 637/G01 F 231,000.00 ZZ
360 230,819.80 1
2932 KIPERASH DRIVE 7.250 1,575.83 76
7.000 1,575.83 305,000.00
SAN JOSE CA 95133 2 10/14/98 00
0431100163 05 12/01/98 0
0013427497 O 11/01/28
0
1833251 992/G01 F 362,000.00 ZZ
360 361,461.00 1
138 SWEET BRIAR ROAD 7.500 2,531.16 62
7.250 2,531.16 587,000.00
STAMFORD CT 06905 2 09/23/98 00
0431093541 05 11/01/98 0
350135 O 10/01/28
0
1833259 637/G01 F 385,500.00 ZZ
360 385,199.27 1
216 VIKING PLACE 7.250 2,629.79 48
7.000 2,629.79 820,000.00
ALAMO CA 94507 2 10/13/98 00
0431103852 03 12/01/98 0
0010144012 O 11/01/28
0
1833261 992/G01 F 296,000.00 ZZ
360 295,536.77 1
129 WEST OAK STREET 7.250 2,019.25 68
7.000 2,019.25 440,000.00
RAMSEY NJ 07446 2 09/08/98 00
0431099548 05 11/01/98 0
355290 O 10/01/28
0
1833268 637/G01 F 373,700.00 ZZ
360 373,386.04 1
2850 FRESNO DRIVE 6.875 2,454.95 70
6.625 2,454.95 534,000.00
SANTA CRUZ CA 95060 1 10/16/98 00
0431111590 05 12/01/98 0
0010941961 O 11/01/28
0
1833272 637/G01 F 407,000.00 ZZ
360 406,666.38 1
1
20087 KNOLLWOOD DRIVE 7.000 2,707.79 55
6.750 2,707.79 750,000.00
SARATOGA CA 95070 2 10/13/98 00
0431100189 05 12/01/98 0
0013428759 O 11/01/28
0
1833283 822/G01 F 249,250.00 ZZ
360 249,050.67 1
103 CRITTENDEN DRIVE 7.125 1,679.25 80
6.875 1,679.25 311,576.00
NEWTOWN PA 18940 1 10/23/98 00
0431093012 03 12/01/98 0
0176287240 O 11/01/28
0
1833286 637/G01 F 465,500.00 ZZ
360 465,118.43 1
10202 MANN DRIVE 7.000 3,096.99 69
6.750 3,096.99 675,000.00
CUPERTINO CA 95014 2 10/19/98 00
0431107150 05 12/01/98 0
0010943249 O 11/01/28
0
1833291 822/G01 F 255,500.00 ZZ
360 255,290.57 1
225 TREGO LANE 7.000 1,699.85 80
6.750 1,699.85 319,500.00
GLENMOORE PA 19343 1 10/27/98 00
0431094259 05 12/01/98 0
3626013039 O 11/01/28
0
1833298 992/G01 F 250,000.00 ZZ
360 249,627.76 1
3 APPLLEWOOD LANE 7.500 1,748.04 62
7.250 1,748.04 409,000.00
RANDOLPH TOWNSH NJ 07869 1 09/14/98 00
0431093079 05 11/01/98 0
342836 O 10/01/28
0
1833301 992/G01 F 400,000.00 ZZ
360 399,274.82 1
80 LAKE SHORE DRIVE 6.500 2,528.28 62
6.250 2,528.28 650,000.00
EASTCHESTER NY 10709 1 09/29/98 00
0431093947 05 11/01/98 0
1
357509 O 10/01/28
0
1833313 420/G01 F 156,800.00 ZZ
360 156,674.60 1
551 LORI DRIVE 7.125 1,056.40 70
6.875 1,056.40 224,000.00
BENICIA CA 94510 1 10/22/98 00
0431090307 05 12/01/98 0
381749 O 11/01/28
0
1833329 757/G01 F 250,000.00 ZZ
360 249,784.75 1
9916 BONSAL CROSSING ROAD 6.750 1,621.50 73
6.500 1,621.50 347,000.00
NEW HILL NC 27562 2 10/26/98 00
0431093830 05 12/01/98 0
3598679 O 11/01/28
0
1833330 822/G01 F 270,000.00 ZZ
360 269,778.68 1
124 SOMERS DRIVE 7.000 1,796.32 80
6.750 1,796.32 340,000.00
DOWNINGTOWN PA 19335 1 10/22/98 00
0431092741 05 12/01/98 0
3626012713 O 11/01/28
0
1833332 637/G01 F 380,000.00 ZZ
360 379,703.56 1
565 JACARANDA DRIVE 7.250 2,592.27 64
7.000 2,592.27 600,000.00
FREMONT CA 94539 2 10/20/98 00
0431107184 05 12/01/98 0
0013427711 O 11/01/28
0
1833339 637/G01 F 305,000.00 ZZ
360 304,762.07 1
7291 SOUTH OSAGE RD 7.250 2,080.64 70
7.000 2,080.64 438,000.00
LARKSPUR CO 80118 2 10/16/98 00
0431096973 05 12/01/98 0
8586711 O 11/01/28
0
1
1833346 637/G01 F 352,000.00 ZZ
360 351,711.46 1
9 ARROYO VIEW CIRCLE 7.000 2,341.87 73
6.750 2,341.87 487,000.00
BELMONT CA 94002 1 10/17/98 00
0431106996 03 12/01/98 0
0010939502 O 11/01/28
0
1833350 637/G01 F 300,000.00 ZZ
360 299,747.96 1
18 TREASURE HILL 6.875 1,970.79 69
6.625 1,970.79 435,000.00
OAKLAND CA 94618 5 10/15/98 00
0431100171 09 12/01/98 0
0013423389 O 11/01/28
0
1833359 822/G01 F 295,000.00 ZZ
240 294,459.01 1
3220 GRANDE OAK PLACE 7.375 2,354.01 79
7.125 2,354.01 377,000.00
LANCASTER PA 17601 2 10/26/98 00
0431092584 05 12/01/98 0
12060011892 O 11/01/18
0
1833362 637/G01 F 338,000.00 ZZ
360 337,742.80 1
3943 APPIAN STREET 7.375 2,334.49 80
7.125 2,334.49 425,000.00
PLEASANTON CA 94588 2 10/14/98 00
0431107002 03 12/01/98 0
0013430616 O 11/01/28
0
1833365 637/G01 F 467,000.00 ZZ
360 466,626.54 1
1578 SUMMERFIELD DRIVE 7.125 3,146.27 71
6.875 3,146.27 660,000.00
CAMPBELL CA 95008 2 10/09/98 00
0431102219 05 12/01/98 0
0213429735 O 11/01/28
0
1833367 992/G01 F 312,000.00 ZZ
360 311,301.00 1
1255 EAST 93RD STREET 7.500 2,181.55 80
7.250 2,181.55 390,000.00
1
BROOKLYN NY 11236 2 08/24/98 00
0431094887 05 10/01/98 0
307876 O 09/01/28
0
1833377 E82/G01 F 277,500.00 ZZ
360 277,500.00 1
19890 CHARTWELL HILL 6.875 1,822.98 74
6.625 1,822.98 380,000.00
SHOREWOOD MN 55331 2 11/02/98 00
0400155768 05 01/01/99 0
0400155768 O 12/01/28
0
1833388 536/536 F 456,000.00 ZZ
360 455,607.39 1
5312 KAHALAKUA STREET 6.750 2,957.61 63
6.500 2,957.61 730,000.00
HONOLULU HI 96821 2 10/09/98 00
1209444 03 12/01/98 0
1209444 O 11/01/28
0
1833403 811/G01 F 280,800.00 ZZ
360 280,564.09 1
1342 ELEANOR WAY 6.875 1,844.66 80
6.625 1,844.66 351,000.00
SUNNYVALE CA 94087 1 10/16/98 00
0431099092 05 12/01/98 0
FM02206328 O 11/01/28
0
1833430 180/G01 F 352,700.00 ZZ
360 352,403.69 1
3136 CORTONA DRIVE 6.875 2,316.99 80
6.625 2,316.99 440,900.00
SAN JOSE CA 95135 1 10/13/98 00
0431104629 05 12/01/98 0
0013409719 O 11/01/28
0
1833511 253/253 F 421,500.00 ZZ
360 421,154.49 1
7425 BOCAGE BLVD 7.000 2,804.26 68
6.750 2,804.26 620,000.00
BATON ROUGE LA 70809 2 10/21/98 00
922069 05 12/01/98 0
922069 O 11/01/28
0
1
1833528 601/G01 F 245,000.00 ZZ
360 244,422.47 1
4974 WILMA WAY 7.250 1,671.34 80
7.000 1,671.34 310,000.00
SAN JOSE CA 95124 2 08/10/98 00
0431093111 05 10/01/98 0
3005545 O 09/01/28
0
1833541 882/G01 F 304,000.00 ZZ
240 303,451.00 1
627 CAMILO AVENUE 7.500 2,449.00 80
7.250 2,449.00 380,000.00
CORAL GABLES FL 33134 2 10/30/98 00
0431097070 05 12/01/98 0
0000 O 11/01/18
0
1833542 B91/G01 F 320,000.00 ZZ
360 319,768.38 1
145 CORINTHIAN WALK 7.625 2,264.95 80
7.375 2,264.95 400,000.00
LONG BEACH CA 90803 1 10/30/98 00
0431099886 05 12/01/98 0
1000015287 O 11/01/28
0
1833564 E44/G01 F 346,000.00 ZZ
360 345,730.09 1
119 SOUTH VIEWCREST DRIVE 7.250 2,360.33 80
7.000 2,360.33 432,500.00
BOUNTIFUL UT 84010 2 10/30/98 00
0431097583 05 12/01/98 0
20119051 O 11/01/28
0
1833568 601/G01 F 552,000.00 ZZ
360 551,157.36 1
1061 WOODRUFF PLANTATION PKY 7.375 3,812.53 80
7.125 3,812.53 690,000.00
MARIETTA GA 30067 1 10/01/98 00
0431094325 05 11/01/98 0
1281258 O 10/01/28
0
1833569 992/G01 F 475,000.00 ZZ
360 473,881.62 1
1
1009 CUMBERMEADE RD 7.250 3,240.34 64
7.000 3,240.34 745,000.00
FORT LEE NJ 07024 5 08/24/98 00
0431094564 05 10/01/98 0
352814 O 09/01/28
0
1833570 637/G01 F 342,000.00 ZZ
360 341,719.66 1
112 RASSANI DRIVE 7.000 2,275.34 70
6.750 2,275.34 490,000.00
DANVILLE CA 94506 2 10/20/98 00
0431105410 03 12/01/98 0
0010143964 O 11/01/28
0
1833571 601/G01 F 540,000.00 ZZ
360 539,557.36 1
12820 SYCAMORE AVENUE 7.000 3,592.64 70
6.750 3,592.64 775,000.00
SAN MARTIN CA 95046 5 10/05/98 00
0431096940 05 12/01/98 0
3006670 O 11/01/28
0
1833572 026/G01 F 350,000.00 ZZ
360 349,705.95 1
7200 NC HWY 751 6.875 2,299.26 74
6.625 2,299.26 475,000.00
DURHAM NC 27713 5 10/27/98 00
0431093244 05 12/01/98 0
0200243934 O 11/01/28
0
1833573 601/G01 F 237,500.00 ZZ
360 236,425.75 1
2266 BOULDER ROAD 7.500 1,660.64 95
7.250 1,660.64 250,000.00
CHANHASSEN MN 55317 1 05/21/98 10
0431093020 05 07/01/98 30
1800331569 O 06/01/28
0
1833575 637/G01 F 261,000.00 ZZ
360 260,796.40 1
1941 DESPERATION DRIVE 7.250 1,780.48 80
7.000 1,780.48 330,000.00
SHINGLE SPRINGS CA 95682 2 10/14/98 00
0431109511 05 12/01/98 0
1
0011064540 O 11/01/28
0
1833577 637/G01 F 536,000.00 ZZ
360 535,571.36 1
6140 ROCKHURST WAY 7.125 3,611.14 80
6.875 3,611.14 670,000.00
GRANITE BAY CA 95746 2 10/23/98 00
0431107556 05 12/01/98 0
13452388 O 11/01/28
0
1833579 637/G01 F 285,000.00 ZZ
360 284,754.62 1
55 BONNIE BRAE DRIVE 6.750 1,848.51 62
6.500 1,848.51 460,000.00
NOVATO CA 94949 2 10/19/98 00
0431100486 05 12/01/98 0
0010146249 O 11/01/28
0
1833580 601/G01 F 275,000.00 ZZ
360 274,774.59 1
2310 RIDGE ROAD 7.000 1,829.58 70
6.750 1,829.58 395,000.00
LINCOLN NE 68512 1 10/02/98 00
0431093061 05 12/01/98 0
12768479 O 11/01/28
0
1833583 637/G01 F 288,000.00 ZZ
360 287,786.26 1
319 SUSQUEHANNA AVENUE 7.500 2,013.74 80
7.250 2,013.74 360,000.00
PLACENTIA CA 92870 2 10/06/98 00
0431099431 05 12/01/98 0
13425152 O 11/01/28
0
1833584 992/G01 F 319,500.00 ZZ
360 319,238.10 1
123 ARLINGTON AVENUE 7.000 2,125.65 90
6.750 2,125.65 355,000.00
PORT JEFFERSON NY 11777 1 10/14/98 01
0431092725 05 12/01/98 25
351297 O 11/01/28
0
1
1833587 637/G01 F 371,250.00 ZZ
360 370,654.47 1
911 CEDAR STREET 7.125 2,501.18 75
6.875 2,501.18 495,000.00
EL SEGUNDO CA 90245 5 09/30/98 00
0431111996 05 11/01/98 0
10678662 O 10/01/28
0
1833591 144/144 F 136,875.00 ZZ
360 136,757.15 1
528 SWARTEKILL ROAD 6.750 887.77 75
6.500 887.77 182,500.00
ESOPUS NY 12429 1 10/30/98 00
UNKNOWN 05 12/01/98 0
UNKNOWN O 11/01/28
0
1833592 637/G01 F 285,400.00 ZZ
360 285,177.35 1
6963 BRET HARTE DRIVE 7.250 1,946.94 53
7.000 1,946.94 545,000.00
SAN JOSE CA 95120 2 10/14/98 00
0431124064 03 12/01/98 0
10943546 O 11/01/28
0
1833605 685/G01 F 261,600.00 ZZ
360 261,390.80 1
23410 INGOMAR STREET 7.125 1,762.45 80
6.875 1,762.45 327,000.00
LOS ANGELES CA 91304 2 10/29/98 00
0431096643 05 12/01/98 0
115955 O 11/01/28
0
1833611 685/G01 F 454,500.00 ZZ
360 454,500.00 1
17534 PALORA STREET 7.750 3,256.09 75
7.500 3,256.09 606,000.00
LOS ANGELES CA 91316 1 11/01/98 00
0431094770 05 01/01/99 0
116152 O 12/01/28
0
1833649 944/G01 F 280,000.00 ZZ
360 279,770.48 1
2665 MISSION GREENS DRIVE 7.000 1,862.85 80
6.750 1,862.85 350,000.00
1
SAN JOSE CA 95148 1 10/28/98 00
0431095512 05 12/01/98 0
16582 O 11/01/28
0
1833653 944/G01 F 240,000.00 ZZ
360 239,821.89 1
234 SOUTH 16TH STREET 7.500 1,678.11 80
7.250 1,678.11 300,000.00
SAN JOSE CA 95112 1 10/27/98 00
0431095520 05 12/01/98 0
16686 O 11/01/28
0
1833695 201/G01 F 285,000.00 ZZ
360 284,808.77 1
1724 JAMESTOWN COURT 8.000 2,091.23 94
7.750 2,091.23 304,892.00
SMYRNA GA 30080 1 10/30/98 04
0431111285 05 12/01/98 30
406838 O 11/01/28
0
1833696 K08/G01 F 275,000.00 ZZ
360 274,810.75 1
130 KILLARNEY DRIVE 7.875 1,993.94 53
7.625 1,993.94 520,000.00
FAYETTEVILLE GA 30214 5 10/26/98 00
0411085293 03 12/01/98 0
411085293 O 11/01/28
0
1833744 J49/G01 F 98,000.00 ZZ
360 98,000.00 1
3154 E PALM UNIT 53 7.125 660.24 70
6.875 660.24 140,000.00
FULLERTON CA 92831 2 11/19/98 00
0431118686 03 01/01/99 0
98100060 O 12/01/28
0
1833746 964/G01 F 207,500.00 ZZ
360 207,338.13 1
38345 RIVER DRIVE 7.250 1,415.52 71
7.000 1,415.52 295,000.00
LEBANON OR 97355 2 10/22/98 00
0431095298 05 12/01/98 0
98091 O 11/01/28
0
1
1833758 964/G01 F 262,800.00 ZZ
360 262,594.99 1
412 SAINT FRANCIS BLVD 7.250 1,792.76 80
7.000 1,792.76 328,500.00
DALY CITY CA 94015 1 10/23/98 00
0431095009 05 12/01/98 0
42089 O 11/01/28
0
1833777 E82/G01 F 268,000.00 ZZ
360 267,780.32 1
15811 FETLOCK LANE 7.000 1,783.01 70
6.750 1,783.01 385,000.00
CHINO HILLS CA 91709 5 11/02/98 00
0400154167 05 12/01/98 0
0400154167 O 11/01/28
0
1833781 L13/G01 F 265,000.00 ZZ
360 265,000.00 1
3936 NORTH FOOTHILL DRIVE 7.250 1,807.77 77
7.000 1,807.77 345,000.00
PROVO UT 84604 2 11/16/98 00
0431113596 05 01/01/99 0
1833781 O 12/01/28
0
1833797 944/G01 F 271,200.00 ZZ
360 270,993.64 1
3374 MANDA DRIVE 7.375 1,873.11 80
7.125 1,873.11 339,000.00
SAN JOSE CA 95124 1 10/27/98 00
0431098532 05 12/01/98 0
1221 O 11/01/28
0
1833798 696/G01 F 255,900.00 ZZ
360 255,690.24 1
8507 WESTOWN WAY 7.000 1,702.51 80
6.750 1,702.51 319,900.00
VIENNA VA 22182 1 10/30/98 00
0431092436 09 12/01/98 0
2378271 O 11/01/28
0
1833805 K08/G01 F 260,000.00 ZZ
360 259,797.17 1
1
25002 WILKES PLACE 7.250 1,773.66 80
7.000 1,773.66 327,000.00
LAGUNA HILLS CA 92653 2 10/29/98 00
0411080708 05 12/01/98 0
411080708 O 11/01/28
0
1833808 K08/G01 F 240,000.00 ZZ
360 239,812.78 1
21091 ASHLEY LANE 7.250 1,637.22 65
7.000 1,637.22 372,000.00
LAKE FOREST CA 92630 2 10/29/98 00
0411074339 03 12/01/98 0
411074339 O 11/01/28
0
1833815 K08/G01 F 315,000.00 ZZ
360 315,000.00 1
20512 WAYNE AVENUE 7.250 2,148.86 75
7.000 2,148.86 420,000.00
TORRANCE CA 90503 5 10/29/98 00
0411098486 05 01/01/99 0
411098486 O 12/01/28
0
1833817 K08/G01 F 123,300.00 ZZ
360 123,194.94 1
29635 EAST WOODARD ROAD 7.250 841.12 67
7.000 841.12 185,000.00
TROUTDALE OR 97060 2 10/23/98 00
0411103427 05 12/01/98 0
411103427 O 11/01/28
0
1833820 633/G01 F 283,650.00 ZZ
360 283,423.17 1
1142 RISA PLACE 7.125 1,911.00 71
6.875 1,911.00 405,000.00
SANTA ANA AREA CA 92705 2 10/21/98 00
0431100692 05 12/01/98 0
743139 O 11/01/28
0
1833829 559/G01 F 305,000.00 ZZ
360 304,784.73 1
37850 PACIFIC VIEW DRIVE 7.750 2,185.06 72
7.500 2,185.06 425,000.00
GUALALA CA 95445 5 10/28/98 00
0431095504 05 12/01/98 0
1
5565049 O 11/01/28
0
1833837 559/G01 F 260,000.00 ZZ
360 259,821.06 1
1837 JOHNSTON AVENUE 7.875 1,885.19 80
7.625 1,885.19 325,000.00
SAN JOSE CA 95125 1 10/21/98 00
0431096296 05 12/01/98 0
5496088 O 11/01/28
0
1833852 665/G01 F 309,500.00 ZZ
360 309,258.56 1
800 HILLDALE AVE 7.250 2,111.34 78
7.000 2,111.34 400,000.00
BERKELEY CA 94708 2 10/27/98 00
0431095025 05 12/01/98 0
9801225231 O 11/01/28
0
1833853 003/G01 F 136,000.00 ZZ
360 135,893.91 1
7380 GENTRY WAY 7.250 927.76 64
7.000 927.76 215,000.00
CUMMING GA 30041 2 10/30/98 00
0431094747 05 12/01/98 0
0010133700 O 11/01/28
0
1833868 665/G01 F 318,000.00 ZZ
360 317,739.34 1
738 WEST CRESCENT DRIVE 7.000 2,115.66 53
6.750 2,115.66 610,000.00
MONROVIA CA 91016 2 10/27/98 00
0431095157 05 12/01/98 0
9801225482 O 11/01/28
0
1833927 E82/G01 F 288,000.00 ZZ
360 287,763.93 1
651 WEST FOREST DRIVE 7.000 1,916.07 74
6.750 1,916.07 390,000.00
HOUSTON TX 77079 2 10/29/98 00
0400154449 03 12/01/98 0
0400154449 O 11/01/28
0
1
1833956 180/G01 F 393,600.00 ZZ
360 393,013.95 1
1809 CABO COURT 7.500 2,752.11 80
7.250 2,752.11 492,000.00
APTOS CA 95003 1 09/28/98 00
0431110865 03 11/01/98 0
13165139 O 10/01/28
0
1834016 H47/G01 F 241,950.00 ZZ
360 241,950.00 1
5718 WHITE WILLOW DRIVE 7.250 1,650.53 80
7.000 1,650.53 302,443.00
FORT COLLINS CO 80525 1 11/04/98 00
0431095041 03 01/01/99 0
0000 O 12/01/28
0
1836369 K08/G01 F 193,600.00 ZZ
360 193,466.77 1
97 PELICAN LANE 7.875 1,403.73 80
7.625 1,403.73 242,000.00
REDWOOD CITY CA 94065 1 10/29/98 00
0411108343 01 12/01/98 0
411108343 O 11/01/28
0
1836414 685/G01 F 223,200.00 ZZ
360 223,030.16 1
32114 SAIL VIEW LANE 7.375 1,541.59 80
7.125 1,541.59 279,000.00
WESTLAKE VILLAG CA 91361 1 10/29/98 00
0431097005 09 12/01/98 0
115931 O 11/01/28
0
1836441 E82/G01 F 93,600.00 ZZ
360 93,600.00 1
9321 FRESH SPRINGS DRIVE 7.750 670.56 80
7.500 670.56 117,000.00
LAS VEGAS NV 89134 1 11/06/98 00
0400160636 09 01/01/99 0
0400160636 O 12/01/28
0
1836704 830/G01 F 121,000.00 ZZ
360 121,000.00 1
14635 SUNDEW LANE 7.625 856.43 61
7.375 856.43 201,000.00
1
STERLING HEIGHT MI 48312 2 11/04/98 00
0431121714 05 01/01/99 0
540314 O 12/01/28
0
1836842 M01/G01 F 400,800.00 ZZ
360 400,463.27 1
4955 SANDESTIN DRIVE 6.875 2,632.98 78
6.625 2,632.98 520,000.00
DALLAS TX 75287 2 10/28/98 00
0431114735 05 12/01/98 0
0000 O 11/01/28
0
1836845 M51/G01 F 332,500.00 ZZ
360 332,500.00 1
1430 N. LASALLE #A2 7.375 2,296.50 70
7.125 2,296.50 475,000.00
CHICAGO IL 60610 1 11/24/98 00
0431121912 08 01/01/99 0
319369 O 12/01/28
0
1836921 956/G01 F 202,400.00 ZZ
360 201,935.12 1
1923 SAN RAFAEL STREET 7.375 1,397.93 80
7.125 1,397.93 253,000.00
SAN LEANDRO CA 94577 1 08/01/98 00
0431095900 05 10/01/98 0
208070623 O 09/01/28
0
1837011 K08/G01 F 220,000.00 ZZ
360 220,000.00 1
330 GRANELLI AVENUE 7.625 1,557.15 55
7.375 1,557.15 400,000.00
HALF MOON BAY CA 94019 1 11/03/98 00
0411121064 05 01/01/99 0
411121064 O 12/01/28
0
1837074 700/G01 F 294,000.00 ZZ
360 294,000.00 1
2491 IVORY WAY 7.500 2,055.69 85
7.250 2,055.69 347,000.00
OXNARD CA 93033 2 11/01/98 10
0431121748 05 01/01/99 25
51136293 O 12/01/28
0
1
1837733 637/G01 F 446,500.00 ZZ
360 446,134.00 1
21101 MANITA COURT 7.000 2,970.58 56
6.750 2,970.58 800,000.00
CUPERTINO CA 95014 2 10/21/98 00
0431113554 05 12/01/98 0
10146637 O 11/01/28
0
1837747 637/G01 F 393,500.00 ZZ
360 392,700.58 1
3925 WEST SIDE ROAD 7.375 2,717.81 53
7.125 2,717.81 756,500.00
HEALDSBURG CA 95448 2 10/22/98 00
0431113638 05 12/01/98 0
0013818455 O 11/01/28
0
1837879 637/G01 F 298,000.00 ZZ
360 297,761.69 1
1350 ELWOOD DRIVE 7.125 2,007.69 63
6.875 2,007.69 475,000.00
CAMPBELL CA 95008 2 10/13/98 00
0431113463 05 12/01/98 0
0013428032 O 11/01/28
0
1837945 637/G01 F 305,000.00 ZZ
360 304,762.07 1
401 FULL MOON WAY 7.250 2,080.64 53
7.000 2,080.64 585,000.00
DANVILLE CA 94506 5 10/22/98 00
0431114743 03 12/01/98 0
0010141828 O 11/01/28
0
1838553 637/G01 F 303,000.00 ZZ
360 302,751.63 1
20759 KREISLER COURT 7.000 2,015.87 44
6.750 2,015.87 695,000.00
SARATOGA CA 95070 2 10/21/98 00
0431107606 05 12/01/98 0
13438486 O 11/01/28
0
1838569 637/G01 F 232,000.00 ZZ
360 231,823.46 1
1
2024 LOCH NESS WAY 7.375 1,602.37 80
7.125 1,602.37 290,000.00
SAN JOSE CA 95121 1 10/23/98 00
0431111905 05 12/01/98 0
12775730 O 11/01/28
0
1838577 637/G01 F 443,000.00 ZZ
360 442,654.41 1
20539 SEVILLA LANE 7.250 3,022.05 47
7.000 3,022.05 950,000.00
SARATOGA CA 95070 2 10/24/98 00
0431111988 05 12/01/98 0
10945160 O 11/01/28
0
1838581 664/G01 F 234,000.00 ZZ
360 233,821.94 1
915 WOODHURST DRIVE 7.375 1,616.18 89
7.125 1,616.18 265,000.00
MONROE NC 28110 2 10/07/98 12
0431099969 05 12/01/98 25
2768356 O 11/01/28
0
1838586 637/G01 F 343,950.00 ZZ
360 343,681.68 1
8711 E CLOUDVIEW WAY 7.250 2,346.35 80
7.000 2,346.35 429,990.00
ANAHEIM CA 92808 1 10/28/98 00
0431103639 03 12/01/98 0
10684686 O 11/01/28
0
1838589 637/G01 F 306,000.00 ZZ
360 305,749.17 1
1490 IRIS COURT 7.000 2,035.83 62
6.750 2,035.83 495,000.00
SAN JOSE CA 95125 2 10/20/98 00
0431109453 05 12/01/98 0
13429774 O 11/01/28
0
1838591 637/G01 F 292,000.00 ZZ
240 291,447.91 1
2084 WEST SPRUCE AVENUE 7.125 2,285.84 79
6.875 2,285.84 370,000.00
FRESNO CA 93711 2 10/22/98 00
0431100858 05 12/01/98 0
1
13436639 O 11/01/18
0
1838607 964/G01 F 300,000.00 ZZ
360 299,765.97 1
24169 SUMMIT WOODS DRIVE 7.250 2,046.53 47
7.000 2,046.53 650,000.00
LOS GATOS CA 95030 2 10/27/98 00
0431099274 05 12/01/98 0
43330 O 11/01/28
0
1838609 964/G01 F 400,000.00 ZZ
360 399,724.72 1
28821 WINNEPEG DRIVE 7.875 2,900.28 72
7.625 2,900.28 562,500.00
LAKE ARROWHEAD CA 92352 1 10/28/98 00
0431099191 05 12/01/98 0
44577 O 11/01/28
0
1838615 964/G01 F 365,000.00 ZZ
360 364,748.81 1
9 HILL STREET 7.875 2,646.50 67
7.625 2,646.50 550,000.00
MILL VALLEY CA 94941 2 10/16/98 00
0431101369 05 12/01/98 0
42865 O 11/01/28
0
1838629 964/G01 F 240,000.00 ZZ
360 240,000.00 1
26266 EVA STREET 7.750 1,719.39 80
7.500 1,719.39 300,000.00
LAGUNA HILLS CA 92656 1 11/02/98 00
0431099316 03 01/01/99 0
44267 O 12/01/28
0
1838632 964/G01 F 388,000.00 ZZ
360 388,000.00 1
46 SILVEROAK 7.250 2,646.84 80
7.000 2,646.84 485,000.00
IRVINE CA 92620 1 11/02/98 00
0431101401 03 01/01/99 0
44317 O 12/01/28
0
1
1838655 811/G01 F 384,000.00 G
360 384,000.00 1
10533 CEDAR TREE COURT 7.375 2,652.19 60
7.125 2,652.19 639,950.00
CUPERTINO CA 95014 1 11/03/98 00
0431104447 05 01/01/99 0
FM02206633 O 12/01/28
0
1838671 961/G01 F 309,600.00 ZZ
360 309,358.48 1
4558 ATOLL AVENUE 7.250 2,112.02 80
7.000 2,112.02 387,000.00
SHERMAN OAKS AR CA 91423 1 10/27/98 00
0431109602 05 12/01/98 0
09111831 O 11/01/28
0
1838690 637/G01 F 388,000.00 ZZ
360 387,681.95 1
3206 MONTELENA DRIVE 7.000 2,581.38 77
6.750 2,581.38 508,000.00
SAN JOSE CA 95135 2 10/23/98 00
0431111509 05 12/01/98 0
10944478 O 11/01/28
0
1838695 637/G01 F 356,250.00 ZZ
360 355,943.28 1
8285 SKYLINE BOULEVARD 6.750 2,310.63 75
6.500 2,310.63 475,000.00
OAKLAND CA 94611 1 10/20/98 00
0431109545 05 12/01/98 0
11060555 O 11/01/28
0
1838708 637/G01 F 300,000.00 ZZ
360 299,777.35 1
6404 LEDGE MOUNTAIN DRIVE 7.500 2,097.65 60
7.250 2,097.65 500,000.00
AUSTIN TX 78731 1 10/23/98 00
0431105881 05 12/01/98 0
12138780 O 11/01/28
0
1838710 637/G01 F 258,000.00 ZZ
360 257,803.67 1
2020 WALNUT SHADOWS COURT 7.375 1,781.95 69
7.125 1,781.95 375,000.00
1
CONCORD CA 94518 2 10/26/98 00
0431113489 05 12/01/98 0
10144020 O 11/01/28
0
1838711 944/G01 F 238,500.00 ZZ
360 238,323.00 1
581 WEST RINCON AVENUE 7.500 1,667.63 80
7.250 1,667.63 298,200.00
CAMPBELL CA 95008 1 10/29/98 00
0431105261 09 12/01/98 0
16770 O 11/01/28
0
1838712 811/G01 F 292,500.00 ZZ
360 292,500.00 1
4172 PIERSON DRIVE 7.875 2,120.83 75
7.625 2,120.83 390,000.00
HUNTINGTON BEAC CA 92649 1 11/04/98 00
0431104637 05 01/01/99 0
FM02104064 O 12/01/28
0
1838714 637/G01 F 83,550.00 ZZ
360 83,476.29 1
1913 ASCOT LANE 6.625 534.98 80
6.375 534.98 104,453.00
CEDAR PARK TX 78613 1 10/28/98 00
0431108844 05 12/01/98 0
10041408 O 11/01/28
0
1838715 624/G01 F 258,300.00 ZZ
360 258,113.05 1
1364 IRONBARK STREET 7.625 1,828.23 90
7.375 1,828.23 287,000.00
SAN LUIS OBISPO CA 93401 1 10/30/98 01
0431101617 03 12/01/98 25
29500281666 O 11/01/28
0
1838722 637/G01 F 300,000.00 ZZ
360 299,741.70 1
3695 DE SOTO AVENUE 6.750 1,945.80 75
6.500 1,945.80 400,000.00
SANTA CLARA CA 95051 5 10/20/98 00
0431113612 05 12/01/98 0
10944296 O 11/01/28
0
1
1838727 637/G01 F 441,000.00 ZZ
360 440,664.43 1
943 CLARA DRIVE 7.375 3,045.88 63
7.125 3,045.88 700,000.00
PALO ALTO CA 94303 2 10/22/98 00
0431113414 05 12/01/98 0
13429493 O 11/01/28
0
1838730 637/G01 F 368,000.00 ZZ
360 367,705.71 1
6167 BUENA VISTA AVENUE 7.125 2,479.29 43
6.875 2,479.29 865,000.00
OAKLAND CA 94618 2 10/05/98 00
0431118637 05 12/01/98 0
13406657 O 11/01/28
0
1838732 637/G01 F 267,000.00 ZZ
360 266,786.48 1
424 RIVER ROCK COURT 7.125 1,798.83 69
6.875 1,798.83 390,000.00
SAN JOSE CA 95136 2 10/26/98 00
0431111749 03 12/01/98 0
10944841 O 11/01/28
0
1838735 637/G01 F 295,000.00 ZZ
360 294,764.09 1
1195 BRYANT AVENUE 7.125 1,987.47 47
6.875 1,987.47 640,000.00
MOUNTAIN VIEW CA 94040 2 10/20/98 00
0431113422 05 12/01/98 0
10944718 O 11/01/28
0
1838743 E22/G01 F 240,000.00 ZZ
360 239,651.50 1
11 SPRING MEADOW DRIVE 7.625 1,698.70 80
7.375 1,698.70 300,000.00
EAST BRANDYWINE PA 19335 2 09/24/98 00
0411046527 05 11/01/98 0
411046527 O 10/01/28
0
1838744 765/G01 F 239,000.00 ZZ
360 238,818.13 1
1
9282 CAPE COD DRIVE 7.375 1,650.72 89
7.125 1,650.72 269,000.00
HUNTINGTON BEAC CA 92646 1 10/20/98 14
0431099845 05 12/01/98 25
143285 O 11/01/28
0
1838746 K08/G01 F 154,000.00 ZZ
360 153,879.87 1
527 NORTH STONINGTON ROAD 7.250 1,050.55 66
7.000 1,050.55 234,000.00
STONINGTON CT 06378 2 10/26/98 00
0411098429 05 12/01/98 0
411098429 O 11/01/28
0
1838750 637/G01 F 246,000.00 ZZ
360 245,788.19 1
164 HIGHLAND OAKS DRIVE 6.750 1,595.56 62
6.500 1,595.56 400,000.00
LOS GATOS CA 95032 2 10/23/98 00
0431113398 05 12/01/98 0
10944288 O 11/01/28
0
1838753 A46/G01 F 40,800.00 ZZ
360 40,772.62 1
7575 CAMBRIDGE #2705 8.000 299.38 80
7.750 299.38 51,000.00
HOUSTON TX 77054 1 10/26/98 00
0431103233 01 12/01/98 0
0133016 O 11/01/28
0
1838759 765/G01 F 73,500.00 ZZ
360 73,441.22 1
2536 REED ROAD 7.125 495.19 56
6.875 495.19 132,000.00
EDCONDIDO CA 92027 2 10/27/98 00
0431099852 05 12/01/98 0
144075 O 11/01/28
0
1838760 K08/G01 F 100,750.00 ZZ
360 100,677.08 1
2110 SIMMS CASCADE ROAD 7.625 713.10 65
7.375 713.10 155,000.00
CASCADE MT 59421 4 10/30/98 00
0410949143 05 12/01/98 0
1
410949143 O 11/01/28
0
1838770 637/G01 F 440,000.00 ZZ
360 439,656.75 1
45 LOS ALAMOS COURT 7.250 3,001.58 74
7.000 3,001.58 598,000.00
ALAMO CA 94507 2 10/20/98 00
0431109529 05 12/01/98 0
13418116 O 11/01/28
0
1838777 765/G01 F 385,000.00 ZZ
360 384,684.41 1
352 LA MESA AVENUE 7.000 2,561.42 77
6.750 2,561.42 500,000.00
ENCINITAS CA 92024 2 10/23/98 00
0431099894 05 12/01/98 0
143750 O 11/01/28
0
1838788 K08/G01 F 106,850.00 ZZ
360 106,850.00 1
5216 YAMPA TRAIL 7.125 719.87 80
6.875 719.87 133,595.00
FORT WORTH TX 76137 1 11/05/98 00
0411122054 05 01/01/99 0
411122054 O 12/01/28
0
1838797 637/G01 F 353,000.00 ZZ
360 352,703.44 1
422 SNOWDON PLACE 6.875 2,318.96 57
6.625 2,318.96 630,000.00
DANVILLE CA 94506 2 10/28/98 00
0431113257 03 12/01/98 0
0010146538 O 11/01/28
0
1838811 637/G01 F 333,400.00 ZZ
360 333,126.71 1
335 BRITTANY PLACE 7.000 2,218.12 70
6.750 2,218.12 480,000.00
LIVERMORE CA 94550 2 10/20/98 00
0431113497 05 12/01/98 0
13442843 O 11/01/28
0
1
1838819 637/G01 F 300,000.00 ZZ
360 299,754.09 1
1017 LANCER DR 7.000 1,995.91 66
6.750 1,995.91 457,000.00
SAN JOSE CA 95129 2 10/24/98 00
0431113406 05 12/01/98 0
13440169 O 11/01/28
0
1838827 K08/G01 F 110,900.00 ZZ
360 110,319.74 1
9429 HARKNESS AVENUE SOUTH 7.625 784.94 70
7.375 784.94 158,500.00
COTTAGE GROVE MN 55016 1 11/02/98 00
0411103203 05 12/01/98 0
411103203 O 11/01/28
0
1838838 K08/G01 F 270,000.00 ZZ
360 270,000.00 1
3507 PLEASANT ROW COURT 7.500 1,887.88 74
7.250 1,887.88 365,000.00
SAN JOSE CA 95148 2 11/02/98 00
0411089659 05 01/01/99 0
411089659 O 12/01/28
0
1838849 356/G01 F 508,500.00 ZZ
360 508,500.00 1
131 ALAMO HILLS CT 7.250 3,468.87 51
7.000 3,468.87 1,000,000.00
ALAMO CA 94507 2 10/28/98 00
0431103092 05 01/01/99 0
2637445 O 12/01/28
0
1838856 637/G01 F 354,300.00 ZZ
360 354,009.58 1
1185 LITTLE OAK DRIVE 7.000 2,357.17 67
6.750 2,357.17 535,000.00
SAN JOSE CA 95129 2 10/24/98 00
0431113695 05 12/01/98 0
13442223 O 11/01/28
0
1838864 356/G01 F 322,500.00 ZZ
360 322,248.42 1
6403 BELLHURST COURT 7.250 2,200.02 76
7.000 2,200.02 425,000.00
1
CASTRO VALLEY CA 94552 2 10/21/98 00
0431107291 03 12/01/98 0
2554285 O 11/01/28
0
1838871 637/G01 F 450,000.00 ZZ
360 449,631.13 1
5935 SCENIC MEADOW LANE 7.000 2,993.87 68
6.750 2,993.87 670,000.00
SAN JOSE CA 95135 2 10/25/98 00
0431109818 05 12/01/98 0
0010944973 O 11/01/28
0
1838876 356/G01 F 350,000.00 ZZ
360 349,740.24 1
11095 LA PALOMA DR 7.500 2,447.26 56
7.250 2,447.26 627,500.00
CUPERTINO CA 95014 1 10/15/98 00
0431102862 05 12/01/98 0
2617082 O 11/01/28
0
1838882 637/G01 F 333,000.00 ZZ
360 332,733.70 1
423 LOS RIOS COURT 7.125 2,243.49 59
6.875 2,243.49 565,000.00
PLEASANTON CA 94566 2 10/27/98 00
0431113315 03 12/01/98 0
0013441605 O 11/01/28
0
1838885 356/G01 F 260,000.00 ZZ
360 260,000.00 1
5094 GLENTREE DRIVE 7.375 1,795.76 52
7.125 1,795.76 500,000.00
SAN JOSE CA 95129 5 10/22/98 00
0431102912 05 01/01/99 0
2578243 O 12/01/28
0
1838899 637/G01 F 440,000.00 ZZ
360 439,639.33 1
3071 CRESTABLANCA DRIVE 7.000 2,927.34 66
6.750 2,927.34 675,000.00
PLEASANTON CA 94566 2 10/27/98 00
0431112291 05 12/01/98 0
13442306 O 11/01/28
0
1
1838909 637/G01 F 274,500.00 ZZ
360 274,263.65 1
7221 S CHAPPARAL CIR WEST 6.750 1,780.41 55
6.500 1,780.41 505,000.00
AURORA CO 80016 5 10/26/98 00
0431105907 03 12/01/98 0
14768097 O 11/01/28
0
1838916 637/G01 F 309,000.00 ZZ
360 308,740.40 1
805 PORTSWOOD CIRCLE 6.875 2,029.91 74
6.625 2,029.91 421,000.00
SAN JOSE CA 95120 2 10/28/98 00
0431111756 05 12/01/98 0
10151462 O 11/01/28
0
1838918 830/G01 F 160,500.00 ZZ
360 160,374.80 1
330 N CRANBROOK CROSS DRIVE 7.250 1,094.89 39
7.000 1,094.89 416,000.00
BLOOMFIELD TOWN MI 48301 2 10/30/98 00
0431112366 05 12/01/98 0
QUIGLEY540278 O 11/01/28
0
1838928 637/G01 F 425,000.00 ZZ
360 424,668.46 1
2283 MERLOT LANE 7.250 2,899.25 68
7.000 2,899.25 625,000.00
LIVERMORE CA 94550 2 10/28/98 00
0431111517 05 12/01/98 0
13440805 O 11/01/28
0
1839010 A50/A50 F 356,000.00 ZZ
360 355,715.31 1
3408 SHAMLEY DRIVE 7.125 2,398.44 80
6.875 2,398.44 445,000.00
TUSCALOOSA AL 35406 2 10/19/98 00
115830 05 12/01/98 0
115830 O 11/01/28
0
1839028 F88/G01 F 525,000.00 ZZ
360 524,558.93 1
1
3461 ASHTON COURT 6.875 3,448.88 62
6.625 3,448.88 851,000.00
PLEASANTON CA 94588 2 10/14/98 00
0431103167 03 12/01/98 0
98100120 O 11/01/28
0
1839043 070/070 F 280,500.00 ZZ
360 280,071.82 1
15105 33RD AVENUE SOUTHEAST 7.375 1,937.34 74
7.125 1,937.34 380,000.00
MILL CREEK WA 98012 2 09/14/98 00
1375579 05 11/01/98 0
1375579 O 10/01/28
0
1839048 070/070 F 250,000.00 ZZ
360 249,618.37 1
3007 BERNARD AVE 7.375 1,726.69 75
7.125 1,726.69 335,000.00
SAN RAMON CA 94583 2 09/22/98 00
1526089 05 11/01/98 0
1526089 O 10/01/28
0
1839058 070/070 F 280,000.00 ZZ
360 279,572.55 1
53 LITTLEFIELD ROAD 7.375 1,933.90 45
7.125 1,933.90 630,000.00
NEWTON MA 02459 2 09/23/98 00
4217284 05 11/01/98 0
4217284 O 10/01/28
0
1839064 070/070 F 243,000.00 ZZ
360 242,638.17 1
17 FOXFORD COURT 7.500 1,699.10 80
7.250 1,699.10 305,000.00
GIBSONIA PA 15044 2 09/10/98 00
4356439 05 11/01/98 0
4356439 O 10/01/28
0
1839065 F53/G01 F 100,000.00 ZZ
360 99,923.90 1
1340 EAST 53RD STREET 7.375 690.68 63
7.125 690.68 160,000.00
LONG BEACH CA 90805 1 10/29/98 00
0431103712 05 12/01/98 0
1
ASA2327WU O 11/01/28
0
1839076 196/G01 F 268,000.00 ZZ
360 267,769.25 1
916 JESSICA DRIVE 6.750 1,738.25 69
6.500 1,738.25 390,000.00
LIVERMORE CA 94550 2 10/22/98 00
0431108612 05 12/01/98 0
1210460 O 11/01/28
0
1839084 196/G01 F 188,000.00 ZZ
360 187,860.47 1
1541 COUNTRY CLUB LANE 7.500 1,314.53 80
7.250 1,314.53 235,000.00
ESCONDIDO CA 92026 1 10/27/98 00
0431107937 05 12/01/98 0
1218052 O 11/01/28
0
1839093 637/G01 F 244,000.00 ZZ
360 243,804.87 1
11487 ALDER DRIVE 7.125 1,643.88 59
6.875 1,643.88 420,000.00
TRUCKEE CA 96161 2 10/22/98 00
0431109461 05 12/01/98 0
0012557377 O 11/01/28
0
1839098 637/G01 F 433,000.00 ZZ
360 432,645.07 1
5157 INDEPENDENCE DRIVE 7.000 2,880.76 69
6.750 2,880.76 630,000.00
PLEASANTON CA 94566 2 10/28/98 00
0431118892 05 12/01/98 0
0010945426 O 11/01/28
0
1839104 685/G01 F 271,050.00 ZZ
360 271,050.00 1
994 SOUTH CANYON HEIGHTS DRIVE 7.125 1,826.12 80
6.875 1,826.12 338,990.00
ANAHEIM CA 92808 1 11/09/98 00
0431101559 03 01/01/99 0
113094 O 12/01/28
0
1
1839108 975/G01 F 294,400.00 ZZ
360 294,400.00 1
2103 BALERIA DRIVE 7.375 2,033.35 80
SAN PEDRO AREA 7.125 2,033.35 368,000.00
LOS ANGELES CA 90732 1 11/04/98 00
0431101179 05 01/01/99 0
983667 O 12/01/28
0
1839109 356/G01 F 236,100.00 ZZ
360 236,100.00 1
369 VIA NAVONA 7.625 1,671.11 53
7.375 1,671.11 450,000.00
MORGAN HILL CA 95037 2 10/27/98 00
0431103480 05 01/01/99 0
2560787 O 12/01/28
0
1839145 685/G01 F 240,000.00 ZZ
360 240,000.00 1
6004 WEST PARK 7.125 1,616.92 80
6.875 1,616.92 300,000.00
CHINO HILLS CA 91709 2 11/04/98 00
0431106814 05 01/01/99 0
115827 O 12/01/28
0
1839155 637/G01 F 600,000.00 ZZ
360 599,508.18 1
1 TOLAN WAY 7.000 3,991.82 79
6.750 3,991.82 768,000.00
LAFAYETTE CA 94549 2 10/30/98 00
0431111541 05 12/01/98 0
0010149557 O 11/01/28
0
1839158 637/G01 F 275,000.00 ZZ
360 274,780.08 1
10659 NATHANSON AVENUE 7.125 1,852.73 42
6.875 1,852.73 660,000.00
CUPERTINO CA 95014 2 10/21/98 00
0431109339 05 12/01/98 0
0013443171 O 11/01/28
0
1839162 637/G01 F 556,000.00 ZZ
360 555,544.24 1
18600 GRAYSTONE LANE 7.000 3,699.09 73
6.750 3,699.09 765,000.00
1
SAN JOSE CA 95120 2 10/26/98 00
0431106699 05 12/01/98 0
0013441563 O 11/01/28
0
1839166 637/G01 F 497,000.00 ZZ
360 496,592.61 1
20363 CLARIDGE COURT 7.000 3,306.56 59
6.750 3,306.56 850,000.00
SARATOGA CA 95070 2 10/27/98 00
0431113364 05 12/01/98 0
0010945020 O 11/01/28
0
1839180 637/G01 F 245,000.00 ZZ
360 244,813.57 1
5828 RECIFE WAY 7.375 1,692.16 60
7.125 1,692.16 410,000.00
SAN JOSE CA 95120 2 10/23/98 00
0431102524 05 12/01/98 0
0013404025 O 11/01/28
0
1839222 196/G01 F 360,000.00 ZZ
360 359,719.16 1
117 NORTH GALE DRIVE #4 7.250 2,455.84 79
7.000 2,455.84 460,000.00
BEVERLY HILLS CA 90211 2 10/09/98 00
0431108687 01 12/01/98 0
1193803 O 11/01/28
0
1839229 811/G01 F 364,000.00 ZZ
360 364,000.00 1
1196 RIDGEMONT DRIVE 7.250 2,483.12 80
7.000 2,483.12 455,000.00
MILPITAS CA 95035 1 11/03/98 00
0431107309 05 01/01/99 0
FM02207596 O 12/01/28
0
1839232 685/G01 F 247,000.00 ZZ
360 247,000.00 1
9662 CAITHNESS DRIVE 6.750 1,602.04 62
6.500 1,602.04 400,000.00
HUNTINGTON BEAC CA 92646 5 11/04/98 00
0431106798 05 01/01/99 0
116093 O 12/01/28
0
1
1839252 G52/G01 F 264,000.00 ZZ
360 263,778.21 1
1913 E MOUNTAIN SKY AVENUE 6.875 1,734.29 80
6.625 1,734.29 330,000.00
PHOENIX AZ 85048 1 10/19/98 00
0431105600 03 12/01/98 0
98502494 O 11/01/28
0
1839259 944/G01 F 320,000.00 ZZ
360 319,717.67 1
1574 TOBIAS DRIVE 6.625 2,049.00 80
6.375 2,049.00 400,000.00
SAN JOSE CA 95118 5 10/07/98 00
0431120997 05 12/01/98 0
16545 O 11/01/28
0
1839264 944/G01 F 272,000.00 ZZ
360 271,584.78 1
2172 WILLESTER AVENUE 7.375 1,878.64 80
7.125 1,878.64 340,000.00
SAN JOSE CA 95124 1 09/28/98 00
0431116755 05 11/01/98 0
16560 O 10/01/28
0
1839280 070/070 F 303,200.00 ZZ
360 302,748.55 1
2745 SW SCENIC DRIVE 7.500 2,120.02 80
7.250 2,120.02 379,000.00
PORTLAND OR 97225 1 09/14/98 00
4472180 05 11/01/98 0
4472180 O 10/01/28
0
1839291 B57/G01 F 318,200.00 T
360 318,200.00 1
8009 HOLLYWOOD BOULEVARD 7.750 2,279.63 65
7.500 2,279.63 489,550.00
LOS ANGELES CA 90046 1 11/03/98 00
0431114941 05 01/01/99 0
9814058 O 12/01/28
0
1839293 944/G01 F 240,000.00 ZZ
360 239,821.89 1
1
17231 CROTHERS ROAD 7.500 1,678.11 56
7.250 1,678.11 435,000.00
SAN JOSE CA 95127 2 10/05/98 00
0431109370 05 12/01/98 0
1186 O 11/01/28
0
1839297 J95/J95 F 296,000.00 ZZ
360 295,757.37 1
917 26TH STREET SOUTH 7.000 1,969.30 80
6.750 1,969.30 370,000.00
ARLINGTON VA 22202 5 10/09/98 00
9522640 05 12/01/98 0
9522640 O 11/01/28
0
1839298 944/G01 F 438,500.00 ZZ
360 438,140.57 1
20 ROBBINS PLACE 7.000 2,917.35 77
6.750 2,917.35 573,000.00
ALAMO CA 94507 2 10/22/98 00
0431108471 05 12/01/98 0
98103172378 O 11/01/28
0
1839310 K08/G01 F 215,000.00 ZZ
360 215,000.00 1
2903 EAST DENNY WAY 6.875 1,412.40 67
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SEATTLE WA 98122 1 11/03/98 00
0411093610 05 01/01/99 0
411093610 O 12/01/28
0
1839312 K08/G01 F 183,600.00 ZZ
360 183,600.00 1
537 EAST SUNRISE DRIVE 7.250 1,252.48 80
7.000 1,252.48 229,500.00
VISTA CA 92083 1 11/06/98 00
0411124688 05 01/01/99 0
411124688 O 12/01/28
0
1839313 765/G01 F 350,000.00 ZZ
360 350,000.00 1
111 COMSTOCK ROAD 7.500 2,447.26 29
7.250 2,447.26 1,215,000.00
WOODSIDE CA 94062 5 11/03/98 00
0431103464 05 01/01/99 0
1
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0
1839316 E82/G01 F 277,000.00 ZZ
360 277,000.00 1
9950 SPRINGSTONE ROAD 7.250 1,889.63 80
7.000 1,889.63 350,000.00
MCCORDSVILLE IN 46055 2 11/11/98 00
0400161568 03 01/01/99 0
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0
1839318 B57/G01 F 550,400.00 ZZ
360 550,400.00 1
2065 DAVIES WAY 7.250 3,754.70 80
7.000 3,754.70 688,000.00
LOS ANGELES CA 90046 1 11/04/98 00
0431104058 05 01/01/99 0
9813309 O 12/01/28
0
1839337 196/G01 F 420,000.00 ZZ
360 419,680.41 1
1663 GAYWOOD DRIVE 7.375 2,900.84 80
7.125 2,900.84 525,000.00
ALTADENA CA 91001 1 10/15/98 00
0431108737 05 12/01/98 0
1183286 O 11/01/28
0
1839352 196/G01 F 400,000.00 ZZ
360 399,703.14 1
2501 DEVRI COURT 7.500 2,796.86 90
7.250 2,796.86 445,000.00
MOUNTAIN VIEW CA 94043 1 10/20/98 04
0431108562 05 12/01/98 25
1212720 O 11/01/28
0
1839368 731/G01 F 190,000.00 ZZ
360 190,000.00 1
4205 PEACHTREE DUNWOODY ROAD 7.750 1,361.18 57
7.500 1,361.18 335,000.00
ATLANTA GA 30342 2 11/03/98 00
0431104827 05 01/01/99 0
3140869226 O 12/01/28
0
1
1839382 K08/G01 F 109,200.00 ZZ
360 109,200.00 1
16154E 112TH STREET 7.125 735.70 94
6.875 735.70 116,500.00
OWASSO OK 74055 2 11/03/98 10
0411100100 05 01/01/99 30
411100100 O 12/01/28
0
1839385 K08/G01 F 337,500.00 ZZ
360 337,236.72 1
140 PONDEROSA DRIVE 7.250 2,302.34 75
7.000 2,302.34 450,000.00
RIDGEWAY CO 81432 1 10/16/98 00
0411074388 05 12/01/98 0
411074388 O 11/01/28
0
1839386 K08/G01 F 117,800.00 ZZ
360 117,712.58 1
479 NORTH BIRCH STREET 7.500 823.67 95
7.250 823.67 124,000.00
GARDNER KS 66030 2 10/29/98 10
0411108152 05 12/01/98 30
411108152 O 11/01/28
0
1839389 K08/G01 F 78,400.00 ZZ
360 78,341.82 1
905 W. UTICA STREET UNIT #1 7.500 548.18 77
7.250 548.18 102,000.00
BROKEN ARROW OK 74011 2 10/27/98 00
0411081144 05 12/01/98 0
411081144 O 11/01/28
0
1839392 196/G01 F 246,400.00 ZZ
360 246,202.95 1
675 BOWCREEK DRIVE 7.125 1,660.05 80
6.875 1,660.05 308,000.00
DIAMOND BAR CA 91765 1 10/23/98 00
0431108760 05 12/01/98 0
1211041 O 11/01/28
0
1839408 196/G01 F 326,000.00 ZZ
360 325,751.93 1
1650 FORD STREET 7.375 2,251.61 80
7.125 2,251.61 407,500.00
1
REDLANDS CA 92373 1 10/26/98 00
0431108117 05 12/01/98 0
1215034 O 11/01/28
0
1839437 196/G01 F 268,200.00 ZZ
360 268,000.95 1
4418 EMERALD STREET NO 50 7.500 1,875.30 90
7.250 1,875.30 298,000.00
TORRANCE CA 90503 1 10/20/98 10
0431108414 01 12/01/98 25
1214941 O 11/01/28
0
1839459 K08/G01 F 44,650.00 ZZ
360 44,620.80 1
1601 MARSH LANE, #205 8.125 331.52 95
7.875 331.52 47,000.00
CARROLLTON TX 75006 1 11/03/98 10
0411127384 01 12/01/98 30
411127384 O 11/01/28
0
1839468 K08/G01 F 336,800.00 ZZ
360 336,543.73 1
272 EAST ALLENDALE AVENUE 7.375 2,326.19 80
7.125 2,326.19 421,000.00
ALLENDALE NJ 07401 1 11/03/98 00
0411077282 05 12/01/98 0
411077282 O 11/01/28
0
1839481 633/G01 F 280,000.00 ZZ
360 279,770.48 1
11312 ARROYO AVENUE 7.000 1,862.85 80
6.750 1,862.85 350,000.00
SANTA ANA AREA CA 92705 2 10/08/98 00
0431116151 05 12/01/98 0
743155 O 11/01/28
0
1839485 E82/G01 F 356,000.00 ZZ
360 356,000.00 1
880 BONITA DRIVE #A 6.875 2,338.67 52
6.625 2,338.67 689,000.00
ASPEN CO 81611 2 11/09/98 00
0400157970 01 01/01/99 0
400157970 O 12/01/28
0
1
1839492 B57/G01 F 349,000.00 ZZ
360 349,000.00 1
4620 WORTSER AVENUE 6.875 2,292.69 80
SHERMAN OAKS AREA 6.625 2,292.69 437,000.00
LOS ANGELES CA 91423 2 11/04/98 00
0431114958 05 01/01/99 0
9814042 O 12/01/28
0
1839494 K08/G01 F 153,000.00 ZZ
360 152,883.58 1
22809 MARBELLA CIRCLE 7.375 1,056.73 75
7.125 1,056.73 205,000.00
BOCA RATON FL 33433 2 10/30/98 00
0411112105 03 12/01/98 0
411112105 O 11/01/28
0
1839508 K08/G01 F 146,250.00 ZZ
360 146,146.78 1
27 OVERLOOK AVENUE 7.750 1,047.75 65
7.500 1,047.75 225,000.00
WEST ORANGE NJ 07052 5 10/29/98 00
0410967269 05 12/01/98 0
410967269 O 11/01/28
0
1839517 K08/G01 F 330,000.00 ZZ
360 330,000.00 1
LOT 32,BLOCK 1,KENT 3RD 7.000 2,195.50 75
ADDITION 6.750 2,195.50 440,000.00
KELLY WY 83011 5 11/02/98 00
0411086242 05 01/01/99 0
411086242 O 12/01/28
0
1839519 B60/G01 F 250,900.00 ZZ
360 250,694.34 1
1922 TONOPAH AVENUE 7.000 1,669.24 90
6.750 1,669.24 278,825.00
WEST COVINA CA 91790 1 10/29/98 01
0431106673 03 12/01/98 25
26003 O 11/01/28
0
1839567 070/070 F 325,000.00 ZZ
360 324,503.90 1
1
120 OLD CONNECTICUT PATH 7.375 2,244.69 70
7.125 2,244.69 466,000.00
WAYLAND MA 01778 2 09/11/98 00
4484191 05 11/01/98 0
4484191 O 10/01/28
0
1839581 070/070 F 402,604.00 ZZ
360 401,989.41 1
7519 OLD SANTA FE TRAIL 7.375 2,780.69 58
7.125 2,780.69 705,000.00
SANTA FE NM 87505 2 09/03/98 00
4570854 05 11/01/98 0
4570854 O 10/01/28
0
1839590 070/070 F 238,900.00 ZZ
360 238,535.32 1
4950 REDFIELD ROAD 7.375 1,650.02 80
7.125 1,650.02 298,643.00
DOYLESTOWN PA 18901 1 09/23/98 00
7446325 05 11/01/98 0
7446325 O 10/01/28
0
1839593 638/G01 F 260,000.00 ZZ
360 259,792.08 1
21302 TARRACO 7.125 1,751.67 80
6.875 1,751.67 325,000.00
MISSION VIEJO CA 92692 5 10/29/98 00
0431103225 03 12/01/98 0
8816432 O 11/01/28
0
1839595 070/070 F 296,401.00 ZZ
360 295,720.22 1
15 COLT CIRCLE 7.375 2,047.17 54
7.125 2,047.17 550,000.00
PRINCETON JUNCT NJ 08550 2 08/19/98 00
7622722 05 10/01/98 0
7622722 O 09/01/28
0
1839596 638/G01 F 273,000.00 ZZ
360 272,781.69 1
1 SKYGATE 7.125 1,839.25 64
6.875 1,839.25 428,000.00
ALISO VIEJO CA 92656 2 10/28/98 00
0431103274 03 12/01/98 0
1
8806054 O 11/01/28
0
1839601 070/070 F 333,000.00 ZZ
360 332,491.56 1
12362 EVENIGSIDE DRIVE 7.375 2,299.95 76
7.125 2,299.95 440,000.00
SANTA ANA CA 92705 1 09/08/98 00
7900234 05 11/01/98 0
7900234 O 10/01/28
0
1839602 638/G01 F 320,000.00 ZZ
360 319,737.70 1
4020 VIA PAVION 7.000 2,128.97 45
6.750 2,128.97 726,000.00
PALOS VERDES ES CA 90274 5 10/28/98 00
0431103365 05 12/01/98 0
8806026 O 11/01/28
0
1839631 638/G01 F 450,000.00 ZZ
360 449,640.15 1
3 OAKWOOD PLACE 7.125 3,031.73 90
6.875 3,031.73 500,000.00
VOORHEES TOWNSH NJ 08043 2 10/30/98 10
0431108059 05 12/01/98 25
8808623 O 11/01/28
0
1839653 638/G01 F 220,000.00 ZZ
360 219,832.59 1
7893 CAMINITO EL ROSARIO 7.375 1,519.49 61
7.125 1,519.49 361,725.00
LA JOLLA CA 92037 1 10/30/98 00
0431103019 01 12/01/98 0
8797843 O 11/01/28
0
1839756 637/G01 F 333,500.00 ZZ
360 333,219.82 1
21751 LOMITA AVENUE 6.875 2,190.86 55
6.625 2,190.86 607,000.00
CUPERTINO CA 95014 5 10/23/98 00
0431118793 05 12/01/98 0
0013438684 O 11/01/28
0
1
1839781 685/G01 F 247,200.00 ZZ
360 247,200.00 1
144 NIETO AVENUE 7.750 1,770.97 80
7.500 1,770.97 309,000.00
LONG BEACH CA 90803 1 11/09/98 00
0431103563 05 01/01/99 0
116315 O 12/01/28
0
1839785 J33/G01 F 340,950.00 ZZ
360 340,677.34 1
995 GUNTER COURT 7.125 2,297.05 80
6.875 2,297.05 426,230.00
ALPHARETTA GA 30022 1 10/30/98 00
0431114727 03 12/01/98 0
9805350397 O 11/01/28
0
1839795 E82/G01 F 243,500.00 ZZ
360 243,500.00 1
87 SOUTH 17TH STREET 7.000 1,620.01 77
6.750 1,620.01 320,000.00
SAN JOSE CA 95112 2 11/12/98 00
0400148466 05 01/01/99 0
400148466 O 12/01/28
0
1839832 J95/J95 F 292,000.00 ZZ
360 291,748.59 1
8160 PHAETON DRIVE 6.750 1,893.91 80
6.500 1,893.91 365,000.00
OAKLAND CA 94605 2 10/05/98 00
0013161278 05 12/01/98 0
0013161278 O 11/01/28
0
1839840 J95/J95 F 283,050.00 ZZ
360 282,794.12 1
5 BRANDYRIDGE 6.500 1,789.07 83
6.250 1,789.07 345,000.00
WEST CHESTER PA 19382 1 10/19/98 12
9377425 05 12/01/98 12
9377425 O 11/01/28
0
1839868 J95/J95 F 286,700.00 ZZ
360 286,453.11 1
1312 BROOKHAVEN GARDEN LANE 6.750 1,859.58 80
6.500 1,859.58 358,430.00
1
ATLANTA GA 30319 1 10/20/98 00
0013494349 03 12/01/98 0
0013494349 O 11/01/28
0
1839929 J95/J95 F 270,000.00 ZZ
360 269,566.89 1
2303 192ND AVENUE SE 7.125 1,819.04 79
6.875 1,819.04 342,000.00
ISSAQUAH WA 98029 2 09/22/98 00
0013169990 05 11/01/98 0
0013169990 O 10/01/28
0
1839949 J95/J95 F 139,200.00 ZZ
360 139,088.68 1
14412 NORTH 5TH STREET 7.125 937.82 80
6.875 937.82 174,000.00
PHOENIX AZ 85022 2 10/14/98 00
0016303455 05 12/01/98 0
0016303455 O 11/01/28
0
1839972 J95/J95 F 185,600.00 ZZ
360 185,323.66 1
2355 AVENIDA DE GUADALUPE 7.500 1,297.74 80
7.250 1,297.74 232,000.00
SANTA CLARA CA 95054 1 09/28/98 00
0013406822 09 11/01/98 0
0013406822 O 10/01/28
0
1839981 J95/J95 F 306,000.00 ZZ
360 305,772.90 1
5476 SOUTH LAREDO STREET 7.500 2,139.60 77
7.250 2,139.60 398,000.00
AURORA CO 80015 2 10/08/98 00
0013418124 03 12/01/98 0
0013418124 O 11/01/28
0
1839990 J95/J95 F 222,500.00 ZZ
360 222,115.76 1
14612 OUTPOST COURT 6.750 1,443.14 72
6.500 1,443.14 309,000.00
CENTREVILLE VA 20121 1 09/30/98 00
0009474834 03 11/01/98 0
0009474834 O 10/01/28
0
1
1840000 J95/J95 F 351,000.00 ZZ
360 350,705.11 1
14300 SW HAZELHILL DRIVE 6.875 2,305.83 90
6.625 2,305.83 390,000.00
TIGARD OR 97224 1 10/05/98 10
0016172934 05 12/01/98 25
0016172934 O 11/01/28
0
1840012 J95/J95 F 434,550.00 ZZ
360 433,835.53 1
6241 WEST DEER VALLEY ROAD 7.000 2,891.07 80
6.750 2,891.07 543,210.00
GLENDALE AZ 85308 1 09/25/98 00
0013300199 03 11/01/98 0
0013300199 O 10/01/28
0
1840014 822/G01 F 330,000.00 ZZ
360 329,736.10 1
107 MERION HILL LANE 7.125 2,223.28 75
6.875 2,223.28 440,000.00
WEST CONSHOHOCK PA 19428 1 10/30/98 00
0431113877 03 12/01/98 0
3636008856 O 11/01/28
0
1840024 J95/J95 F 334,400.00 ZZ
360 334,132.58 1
7808 ENGLISH WAY 7.125 2,252.92 80
6.875 2,252.92 418,000.00
BETHESDA MD 20817 5 10/08/98 00
0016280802 05 12/01/98 0
0016280802 O 11/01/28
0
1840030 J95/J95 F 362,547.00 ZZ
360 362,249.82 1
95 FALCON HILLS DRIVE 7.000 2,412.04 69
6.750 2,412.04 530,000.00
LITTLETON CO 80126 2 10/07/98 00
0016251456 03 12/01/98 0
0016251456 O 11/01/28
0
1840037 J95/J95 F 257,600.00 ZZ
360 257,383.58 1
1
2801 HORNBY LANE 6.875 1,692.25 80
6.625 1,692.25 322,272.00
FLOWER MOUND TX 75028 1 10/16/98 00
12107702 03 12/01/98 0
12107702 O 11/01/28
0
1840045 196/G01 F 278,500.00 ZZ
240 277,475.41 1
1847 EAGLE PEAK AVENUE 7.375 2,222.34 77
7.125 2,222.34 366,000.00
CLAYTON CA 94517 5 09/24/98 00
0431109628 05 11/01/98 0
1190819 O 10/01/18
0
1840046 J95/J95 F 310,000.00 ZZ
360 309,745.89 1
3268 TILTON VALLEY DRIVE 7.000 2,062.44 75
6.750 2,062.44 417,000.00
FAIRFAX VA 22033 5 10/16/98 00
000956691 05 12/01/98 0
000956691 O 11/01/28
0
1840058 J95/J95 F 281,600.00 ZZ
360 281,125.49 1
1729 PINE RIDGE DR 6.875 1,849.91 80
6.625 1,849.91 352,000.00
ATLANTA GA 30324 5 09/25/98 00
13492301 05 11/01/98 0
13492301 O 10/01/28
0
1840064 196/G01 F 234,650.00 ZZ
360 234,452.86 1
859 EATON DRIVE 6.875 1,541.49 95
6.625 1,541.49 247,000.00
PASADENA CA 91107 1 10/07/98 10
0431111004 05 12/01/98 30
1209581 O 11/01/28
0
1840154 J95/J95 F 344,000.00 ZZ
360 343,731.64 1
40 BEACH DRIVE 7.250 2,346.69 80
7.000 2,346.69 430,000.00
MANZANITA OR 97130 2 10/01/98 00
16193328 05 12/01/98 0
1
16193328 O 11/01/28
0
1840215 196/G01 F 242,000.00 ZZ
360 241,801.63 1
1924 WESTERN AVENUE 7.000 1,610.04 80
6.750 1,610.04 302,500.00
NORTHBROOK IL 60062 1 10/14/98 00
0431110493 05 12/01/98 0
1191559 O 11/01/28
0
1840248 196/G01 F 332,000.00 ZZ
360 331,734.50 1
5676 WALNUT RIDGE DRIVE 7.125 2,236.75 80
6.875 2,236.75 415,000.00
AGOURA HILLS CA 91301 5 10/05/98 00
0431110394 03 12/01/98 0
1191160 O 11/01/28
0
1840265 196/G01 F 650,000.00 ZZ
360 649,492.93 1
16661 BOLERO LANE 7.250 4,434.15 68
7.000 4,434.15 965,000.00
HUNTINGTON BEAC CA 92649 1 10/13/98 00
0431110576 05 12/01/98 0
1195289 O 11/01/28
0
1840273 196/G01 F 224,000.00 ZZ
360 223,816.39 1
211 FILLMORE AVENUE 7.000 1,490.28 80
6.750 1,490.28 280,000.00
NEW ORLEANS LA 70124 1 10/16/98 00
0431110386 05 12/01/98 0
1193457 O 11/01/28
0
1840275 E82/G01 F 397,000.00 ZZ
360 397,000.00 1
1518 CALLE ORINDA 7.250 2,708.24 89
7.000 2,708.24 450,000.00
CAMARILLO CA 93010 2 11/13/98 04
0400162327 05 01/01/99 25
1588943 O 12/01/28
0
1
1840276 196/G01 F 400,000.00 ZZ
360 399,663.95 1
7 ALPINE STREET 6.875 2,627.72 80
6.625 2,627.72 500,000.00
BELLAIRE TX 77401 1 10/07/98 00
0431109503 05 12/01/98 0
1208660 O 11/01/28
0
1840343 F62/G01 F 196,500.00 ZZ
360 196,354.13 1
5900 SW 56 TERRACE 7.500 1,374.00 95
7.250 1,374.00 209,000.00
SOUTH MIAMI FL 33143 1 10/07/98 04
0431126515 05 12/01/98 30
0000 O 11/01/28
0
1840347 196/G01 F 252,000.00 ZZ
360 251,803.41 1
1525 CROWN STREET 7.250 1,719.09 80
7.000 1,719.09 315,000.00
REDLANDS CA 92373 1 10/21/98 00
0431104843 05 12/01/98 0
1214624 O 11/01/28
0
1840358 196/G01 F 243,000.00 ZZ
360 242,800.81 1
5190 WINONA COURT 7.000 1,616.69 89
6.750 1,616.69 275,000.00
OCEANSIDE CA 92057 2 10/05/98 12
0431116383 05 12/01/98 25
1190753 O 11/01/28
0
1840366 196/G01 F 497,000.00 ZZ
360 496,631.15 1
39860 TANDIKA TRAIL 7.500 3,475.10 70
7.250 3,475.10 710,000.00
PALM DESERT CA 92211 2 10/19/98 00
0431104769 03 12/01/98 0
1210771 O 11/01/28
0
1840370 196/G01 F 279,000.00 ZZ
360 278,765.60 1
10716 BRYANT COURT 6.875 1,832.84 90
6.625 1,832.84 310,000.00
1
WESTMINSTER CO 80234 2 10/16/98 10
0431105071 03 12/01/98 25
1195557 O 11/01/28
0
1840372 196/G01 F 274,550.00 ZZ
360 274,319.34 1
1025 NORTH SREENLAND DRIVE 6.875 1,803.60 95
6.625 1,803.60 289,000.00
BURBANK CA 91505 1 10/08/98 10
0431105055 05 12/01/98 30
1193203 O 11/01/28
0
1840374 196/G01 F 500,000.00 ZZ
360 499,628.92 1
27979 BAKER LANE 7.500 3,496.08 53
7.250 3,496.08 950,000.00
LOS ALTOS HILLS CA 94022 5 10/05/98 00
0431104793 05 12/01/98 0
1188607 O 11/01/28
0
1840376 196/G01 F 322,800.00 ZZ
360 322,535.40 1
26112 CALLE CRESTA 7.000 2,147.60 80
6.750 2,147.60 403,500.00
MISSION VIEJO CA 92692 1 10/20/98 00
0431104835 03 12/01/98 0
1165975 O 11/01/28
0
1840392 196/G01 F 256,000.00 ZZ
360 255,814.71 1
3849 EL MORENO STREET 7.625 1,811.96 80
7.375 1,811.96 320,000.00
GLENDALE CA 91214 1 10/28/98 00
0431104819 05 12/01/98 0
1216958 O 11/01/28
0
1840444 J95/J95 F 207,950.00 ZZ
360 207,787.77 1
3631 PINON CANYON COURT 7.250 1,418.59 80
7.000 1,418.59 259,950.00
CASTRO VALLEY CA 94552 1 10/23/98 00
0016279242 01 12/01/98 0
0016279242 O 11/01/28
0
1
1840475 811/G01 F 323,250.00 ZZ
360 323,250.00 1
3339 CARLYLE TERRACE 7.375 2,232.61 90
7.125 2,232.61 359,200.00
LAFAYETTE CA 94549 1 11/09/98 19
0431114412 05 01/01/99 25
FM02104324 O 12/01/28
0
1840576 K08/G01 F 129,600.00 ZZ
360 129,600.00 1
8326 BARDWELL AVENUE 8.000 950.96 80
7.750 950.96 162,000.00
PANORAMA CITY A CA 91402 2 11/05/98 00
0411128341 05 01/01/99 0
411128341 O 12/01/28
0
1840586 637/G01 F 409,000.00 ZZ
360 408,664.74 1
6391 VICANNA DRIVE 7.000 2,721.09 63
6.750 2,721.09 650,000.00
SAN JOSE CA 95129 2 10/27/98 00
0431119114 05 12/01/98 0
0013442959 O 11/01/28
0
1840599 637/G01 F 284,150.00 ZZ
360 283,917.08 1
370 OXFORD AVENUE 7.000 1,890.46 56
6.750 1,890.46 515,000.00
PALO ALTO CA 94306 2 10/26/98 00
0431122233 05 12/01/98 0
0010944809 O 11/01/28
0
1840613 638/G01 F 264,500.00 ZZ
360 264,288.48 1
1994 PALMETTO TERRACE 7.125 1,781.99 80
6.875 1,781.99 334,000.00
FULLERTON CA 92831 2 10/28/98 00
0431105501 09 12/01/98 0
08816641 O 11/01/28
0
1840615 638/G01 F 375,500.00 ZZ
360 375,192.21 1
1
321 TWIN POND DRIVE 7.000 2,498.21 80
6.750 2,498.21 469,454.00
WEST CHESTER PA 19382 1 10/26/98 00
0431109123 03 12/01/98 0
8799197 O 11/01/28
0
1840630 638/G01 F 280,000.00 ZZ
360 279,764.77 1
58 WESTPORT ROAD 6.875 1,839.40 80
6.625 1,839.40 350,000.00
WILTON CT 06897 5 10/21/98 00
0431109180 05 12/01/98 0
8801513 O 11/01/28
0
1840656 638/G01 F 300,000.00 ZZ
360 299,760.09 1
23 HOWARD STREET 7.125 2,021.16 64
6.875 2,021.16 475,000.00
READING MA 01867 1 10/15/98 00
0431105956 05 12/01/98 0
8788456 O 11/01/28
0
1840757 003/G01 F 227,150.00 ZZ
360 227,150.00 1
5180 BEACH FOREST DRIVE 7.250 1,549.57 80
7.000 1,549.57 285,000.00
LILBURN GA 30047 1 11/13/98 00
0431125798 05 01/01/99 0
0010148534 O 12/01/28
0
1840789 562/G01 F 108,000.00 ZZ
360 108,000.00 1
3095 MORGAN DRIVE 7.750 773.73 53
7.500 773.73 205,000.00
WANTAGH NY 11793 5 11/10/98 00
0431114677 05 01/01/99 0
579003 O 12/01/28
0
1840810 196/G01 F 400,000.00 ZZ
360 399,695.62 1
1514 RIDGEWAY DRIVE 7.375 2,762.71 80
7.125 2,762.71 500,000.00
GLENDALE CA 91202 1 10/23/98 00
0431110634 05 12/01/98 0
1
1215250 O 11/01/28
0
1840818 196/G01 F 294,000.00 ZZ
360 293,770.65 1
3983 PHARR STREET 7.250 2,005.60 80
7.000 2,005.60 367,500.00
METAIRIE LA 70002 1 10/19/98 00
0431110113 05 12/01/98 0
1189805 O 11/01/28
0
1840825 196/G01 F 242,400.00 ZZ
360 242,191.29 1
5960 SOUTH LAKE GULCH ROAD 6.750 1,572.21 80
6.500 1,572.21 303,000.00
CASTLE ROCK CO 80104 1 10/30/98 00
0431110923 05 12/01/98 0
1195002 O 11/01/28
0
1840833 196/G01 F 280,800.00 ZZ
360 280,558.23 1
1475 BERYL STREET 6.750 1,821.27 80
6.500 1,821.27 351,000.00
SAN DIEGO CA 92109 1 10/06/98 00
0431110733 05 12/01/98 0
1208601 O 11/01/28
0
1840851 196/G01 F 280,000.00 ZZ
360 279,776.08 1
14 COWHILL ROAD/16 DARLEY LANE 7.125 1,886.42 75
6.875 1,886.42 375,000.00
WAINSCOTT NY 11975 1 09/30/98 00
0431110329 05 12/01/98 0
1190197 O 11/01/28
0
1840858 196/G01 F 256,500.00 ZZ
360 256,304.82 1
13976 CRESENTA WAY 7.375 1,771.59 95
7.125 1,771.59 270,000.00
RANCHO CUCAMONG CA 91739 2 10/26/98 12
0431109107 05 12/01/98 30
121602 O 11/01/28
0
1
1840870 196/G01 F 290,700.00 ZZ
360 290,484.26 1
4030 WEST 7TH STREET 7.500 2,032.62 90
7.250 2,032.62 323,000.00
LOS ANGELES CA 90005 1 10/09/98 10
0431107515 05 12/01/98 25
1212259 O 11/01/28
0
1840884 196/G01 F 510,000.00 ZZ
360 509,621.50 1
1308 BROOKSIDE DRIVE 7.500 3,566.00 77
7.250 3,566.00 670,000.00
NORMAN OK 73072 2 10/19/98 00
0431114966 03 12/01/98 0
1185694 O 11/01/28
0
1840886 196/G01 F 248,500.00 ZZ
360 248,301.27 1
1706 CALLE CERRO 7.125 1,674.20 70
6.875 1,674.20 355,000.00
SANTA BARBARA CA 93101 5 10/05/98 00
0431108919 05 12/01/98 0
1195341 O 11/01/28
0
1840894 196/G01 F 238,500.00 ZZ
360 238,294.65 1
17431 JESSICA LANE 6.750 1,546.91 90
6.500 1,546.91 265,000.00
CHINO HILLS CA 91709 2 10/29/98 10
0431107531 05 12/01/98 25
1192082 O 11/01/28
0
1840933 196/G01 F 258,750.00 ZZ
360 258,543.08 1
955 SUNNYHILL PLACE 7.125 1,743.25 75
6.875 1,743.25 345,000.00
DIAMOND BAR CA 91765 1 10/21/98 00
0431106889 05 12/01/98 0
1213823 O 11/01/28
0
1840945 196/G01 F 66,800.00 ZZ
360 66,743.88 1
5101 GREENHEART DRIVE 6.875 438.83 80
6.625 438.83 83,500.00
1
AUSTIN TX 78745 1 10/16/98 00
0431106822 05 12/01/98 0
1187324 O 11/01/28
0
1841003 J95/J95 F 360,000.00 ZZ
360 359,436.64 1
1232 WEEPING OAKS COURT 7.250 2,455.83 56
7.000 2,455.83 651,000.00
SAN JOSE CA 95120 5 09/30/98 00
0013407770 05 11/01/98 0
0013407770 O 10/01/28
0
1841008 J95/J95 F 300,000.00 ZZ
360 299,747.96 1
18 STONEHILL ROAD 6.875 1,970.79 59
6.625 1,970.79 510,000.00
WAYNE NJ 07470 1 10/19/98 00
000947221 05 12/01/98 0
000947221 O 11/01/28
0
1841009 J95/J95 F 333,000.00 ZZ
360 332,740.23 1
177 ALPINE AVENUE 7.250 2,271.65 80
7.000 2,271.65 420,000.00
GOLDEN CO 80401 2 10/06/98 00
0013350012 05 12/01/98 0
0013350012 O 11/01/28
0
1841010 225/225 F 340,000.00 ZZ
360 339,741.28 1
726 AVALON COURT 7.375 2,348.30 76
7.125 2,348.30 450,000.00
SAN DIEGO CA 92109 2 10/01/98 00
7046855 05 12/01/98 0
7046855 O 11/01/28
0
1841017 J95/J95 F 252,000.00 ZZ
360 251,822.14 1
211 KING GEORGE STREET 7.750 1,805.36 80
UNIT-B 7.500 1,805.36 315,000.00
ANNAPOLIS MD 21401 1 10/15/98 00
0009574088 01 12/01/98 0
0009574088 O 11/01/28
0
1
1841020 J95/J95 F 350,000.00 ZZ
360 349,705.95 1
5302 EAST PALOMINO ROAD 6.875 2,299.26 75
6.625 2,299.26 470,000.00
PHOENIX AZ 85018 5 10/19/98 00
0016272668 05 12/01/98 0
0016272668 O 11/01/28
0
1841027 J95/J95 F 290,000.00 ZZ
360 287,436.17 1
951 MT. VERNON 7.125 1,953.79 27
6.875 1,953.79 1,100,000.00
LAKE FOREST IL 60045 2 09/25/98 00
0016201527 05 11/01/98 0
0016201527 O 10/01/28
0
1841028 225/225 F 285,000.00 ZZ
360 284,742.35 1
1447 NORMAN DRIVE 6.500 1,801.40 64
6.250 1,801.40 452,000.00
SAN JOSE CA 94087 2 10/01/98 00
7061013 05 12/01/98 0
7061013 O 11/01/28
0
1841031 J95/J95 F 315,000.00 ZZ
360 313,845.48 1
15020 VALLEY VISTA BOULEVARD 7.625 2,229.55 90
7.375 2,229.55 350,000.00
SHERMAN OAKS AR CA 91403 1 06/23/98 04
0012801486 05 08/01/98 25
0012801486 O 07/01/28
0
1841048 J95/J95 F 193,600.00 ZZ
360 193,445.18 1
7355 BEDFORD WAY 7.125 1,304.32 80
6.875 1,304.32 242,000.00
DUBLIN CA 94568 1 10/01/98 00
0013408976 05 12/01/98 0
0013408976 O 11/01/28
0
1841055 J95/J95 F 400,000.00 ZZ
360 399,687.96 1
1
33683 MELLO WAY 7.250 2,728.71 80
7.000 2,728.71 505,000.00
FREMONT CA 94555 2 10/16/98 00
0013464136 05 12/01/98 0
0013464136 O 11/01/28
0
1841070 J95/J95 F 249,500.00 ZZ
360 249,290.39 1
1960 SHERLOCK HOLMES STREET 6.875 1,639.04 80
6.625 1,639.04 312,000.00
ELDERSBURG MD 21784 2 10/08/98 00
000950612 05 12/01/98 0
000950612 O 11/01/28
0
1841072 J95/J95 F 280,000.00 ZZ
360 279,770.48 1
10215 CROSSCUT WAY 7.000 1,862.85 80
6.750 1,862.85 350,000.00
DAMASCUS MD 20872 2 10/13/98 00
000951301 03 12/01/98 0
000951301 O 11/01/28
0
1841094 E82/G01 F 293,700.00 ZZ
360 293,700.00 1
1146 BROADMOOR DRIVE 7.000 1,953.99 80
6.750 1,953.99 370,000.00
NAPA CA 94558 2 11/13/98 00
0431104884 05 01/01/99 0
0400156824 O 12/01/28
0
1841160 A52/G01 F 136,000.00 ZZ
360 136,000.00 1
374 HIGHTOWER ROAD 7.625 962.60 74
7.375 962.60 186,000.00
HIRAM GA 30141 2 11/13/98 00
0431111012 05 01/01/99 0
6928 O 12/01/28
0
1841174 253/253 F 220,000.00 ZZ
360 220,000.00 1
4549 HITCHING POST LANE 7.000 1,463.67 80
6.750 1,463.67 275,000.00
PLANO TX 75024 1 11/06/98 00
928308 03 01/01/99 0
1
928308 O 12/01/28
0
1841210 964/G01 F 463,200.00 ZZ
360 463,200.00 1
729 LOS PALOS DRIVE 7.250 3,159.84 80
7.000 3,159.84 579,000.00
LAFAYETTE CA 94549 1 11/06/98 00
0431105824 05 01/01/99 0
44124 O 12/01/28
0
1841216 A50/G01 F 233,600.00 ZZ
360 233,422.25 1
3750 RIVER OAKS LANE 7.375 1,613.42 80
7.125 1,613.42 292,000.00
BIRMINGHAM AL 35223 2 10/26/98 00
0431124395 05 12/01/98 0
117640 O 11/01/28
0
1841222 964/G01 F 168,000.00 ZZ
360 168,000.00 1
9101 AERO DRIVE 7.750 1,203.57 79
7.500 1,203.57 215,000.00
PICO RIVERA CA 90660 2 11/03/98 00
0431105899 05 01/01/99 0
42704 O 12/01/28
0
1841227 E48/G01 F 242,000.00 ZZ
360 239,521.55 1
9404 COXBORO DRIVE 7.250 1,650.87 79
7.000 1,650.87 310,000.00
BRENTWOOD TN 37027 2 02/20/98 00
0431111202 03 04/01/98 0
209598M O 03/01/28
0
1841234 K88/G01 F 478,500.00 ZZ
300 478,500.00 1
3 HEMLOCK LANE 7.125 3,420.19 54
6.875 3,420.19 900,000.00
HOLMDEL NJ 07733 2 11/13/98 00
0431111418 05 01/01/99 0
8931 O 12/01/23
0
1
1841235 637/G01 F 348,750.00 ZZ
360 348,449.73 1
414 LEDA LANE 6.750 2,261.99 75
6.500 2,261.99 465,000.00
ARCADIA CA 91006 5 10/27/98 00
0431106061 05 12/01/98 0
4305132 O 11/01/28
0
1841241 573/G01 F 260,000.00 ZZ
360 260,000.00 1
4304 RUEDA DRIVE 7.000 1,729.79 80
6.750 1,729.79 325,000.00
SAN DIEGO CA 92124 1 11/06/98 00
0431107564 05 01/01/99 0
139898 O 12/01/28
0
1841251 K08/G01 F 61,200.00 ZZ
360 61,148.59 1
1108 CAROLINE AVENUE 6.875 402.04 75
6.625 402.04 82,000.00
DAPHNE AL 36526 2 10/29/98 00
0411105695 05 12/01/98 0
411105695 O 11/01/28
0
1841252 685/G01 F 428,650.00 ZZ
360 428,650.00 1
277 SYCAMORE GROVE STREET 7.750 3,070.90 80
7.500 3,070.90 535,843.00
SIMI VALLEY CA 93065 1 11/06/98 00
0431106590 03 01/01/99 0
115527 O 12/01/28
0
1841254 889/G01 F 416,000.00 ZZ
360 416,000.00 1
206 BASINSIDE WAY 7.375 2,873.21 80
7.125 2,873.21 520,000.00
ALAMEDA CA 94502 1 11/05/98 00
0431111186 03 01/01/99 0
51601787 O 12/01/28
0
1841256 K08/G01 F 276,800.00 ZZ
360 276,800.00 1
28 HICKORY DRIVE 7.500 1,935.43 80
7.250 1,935.43 346,000.00
1
NORTH CALDWELL NJ 07006 1 11/04/98 00
0411080260 05 01/01/99 0
411080260 O 12/01/28
0
1841263 685/G01 F 300,000.00 ZZ
360 300,000.00 1
5585 MULBERRY WAY 7.875 2,175.21 75
7.625 2,175.21 400,000.00
YORBA LINDA CA 92887 2 11/09/98 00
0431109636 03 01/01/99 0
116127 O 12/01/28
0
1841264 K08/G01 F 235,900.00 ZZ
360 235,715.98 1
873 NORTH HARRISON STREET 7.250 1,609.25 70
7.000 1,609.25 337,000.00
ARLINGTON VA 22205 1 11/03/98 00
0411119977 05 12/01/98 0
411119977 O 11/01/28
0
1841270 685/G01 F 67,000.00 ZZ
360 67,000.00 1
325 EAST JACKSON AVENUE 7.750 480.00 37
7.500 480.00 182,000.00
ORANGE CA 92867 2 11/05/98 00
0431110741 05 01/01/99 0
116185 O 12/01/28
0
1841304 637/G01 F 245,900.00 ZZ
360 245,900.00 1
2345 PINARD STREET 7.125 1,656.68 64
6.875 1,656.68 385,000.00
MILPITAS CA 95035 2 11/02/98 00
0431110584 03 01/01/99 0
0010943256 O 12/01/28
0
1841331 E87/G01 F 268,000.00 ZZ
360 268,000.00 1
33680 CATTLE CREEK ROAD 7.250 1,828.23 80
7.000 1,828.23 335,000.00
ACTON CA 93510 1 11/06/98 00
0431105246 05 01/01/99 0
70001797 O 12/01/28
0
1
1841332 562/G01 F 232,400.00 ZZ
360 232,400.00 1
131 FLORES LANE 7.375 1,605.13 75
7.125 1,605.13 309,900.00
STONY POINT NY 10980 1 11/16/98 00
0431111533 05 01/01/99 0
575985 O 12/01/28
0
1841336 562/562 F 109,000.00 ZZ
240 109,000.00 1
1550 CROTON LAKE ROAD 7.125 853.28 51
6.875 853.28 215,000.00
YORKTOWN NY 10598 5 11/06/98 00
578740 05 01/01/99 0
578740 O 12/01/18
0
1841431 624/G01 F 303,500.00 ZZ
360 303,500.00 1
181 SHAKE TREE LANE 7.750 2,174.31 64
7.500 2,174.31 475,000.00
SCOTTS VALLEY CA 95066 2 10/05/98 00
0431108240 05 01/01/99 0
46000680916 O 12/01/28
0
1841444 765/G01 F 281,700.00 ZZ
360 281,474.72 1
24161 KATHY AVENUE 7.125 1,897.87 90
6.875 1,897.87 313,000.00
LAKE FOREST CA 92630 1 10/19/98 11
0431108281 03 12/01/98 25
107726 O 11/01/28
0
1841466 976/976 F 260,000.00 ZZ
360 259,792.08 1
22121 KOBS ROAD 7.125 1,751.67 90
6.875 1,751.67 290,000.00
TOMBALL TX 77375 1 10/29/98 04
5147845 05 12/01/98 25
5147845 O 11/01/28
0
1841468 976/976 F 350,000.00 ZZ
360 348,210.23 1
1
2 ROCKLAND VUE COURT 6.875 2,299.26 78
6.625 2,299.26 450,000.00
RUXTON MD 21204 1 05/15/98 00
5170241 03 07/01/98 0
5170241 O 06/01/28
0
1841470 976/976 F 510,000.00 ZZ
360 507,859.24 1
178 BROOKVILLE ROAD 7.875 3,697.86 61
7.625 3,697.86 845,000.00
MUTTONTOWN NY 11545 2 05/01/98 00
5193665 05 07/01/98 0
5193665 O 06/01/28
0
1841471 976/976 F 695,000.00 ZZ
360 690,240.04 1
300 C.P.W APT 4G 7.500 4,859.55 34
7.250 4,859.55 2,100,000.00
NEW YORK NY 10024 2 03/02/98 00
5194413 11 04/01/98 0
5194413 O 03/01/28
0
1841472 976/976 F 290,000.00 ZZ
360 290,000.00 1
19087 RED HAWK WAY 6.875 1,905.10 73
6.625 1,905.10 398,990.00
SALINAS CA 93908 1 11/02/98 00
5204328 03 01/01/99 0
5204328 O 12/01/28
0
1841473 976/976 F 433,500.00 ZZ
360 433,153.33 1
45500 CYPRESS DRIVE 7.125 2,920.58 74
6.875 2,920.58 590,000.00
MENDOCINO CA 95460 2 10/21/98 00
5243852 05 12/01/98 0
5243852 O 11/01/28
0
1841475 976/976 F 164,750.00 ZZ
360 164,750.00 1
25503 FITZGERALD AVENUE 7.250 1,123.89 80
7.000 1,123.89 205,990.00
STEVENSON RANCH CA 91381 1 11/02/98 00
5256509 01 01/01/99 0
1
5256509 O 12/01/28
0
1841476 976/976 F 245,150.00 ZZ
360 244,953.95 1
9 TIMBERLINE DRIVE 7.125 1,651.63 76
6.875 1,651.63 326,000.00
SPARTA NJ 07871 2 10/29/98 00
5268086 05 12/01/98 0
5268086 O 11/01/28
0
1841477 976/976 F 285,000.00 ZZ
360 284,793.72 1
147 MOUMTAIN AVENUE 7.625 2,017.22 73
7.375 2,017.22 392,500.00
SUMMIT NJ 07901 5 10/29/98 00
5268187 05 12/01/98 0
5268187 O 11/01/28
0
1841478 976/976 F 269,100.00 ZZ
360 268,890.07 1
2651 OCEAN FRONT WALK 7.250 1,835.74 63
7.000 1,835.74 430,000.00
SAN DIEGO CA 92109 2 10/22/98 00
5269687 01 12/01/98 0
5269687 O 11/01/28
0
1841480 976/976 F 273,150.00 ZZ
360 273,150.00 1
1884 PORT RENWICK 7.000 1,817.28 90
6.750 1,817.28 303,500.00
CHULA VISTA CA 91913 1 11/02/98 11
5269817 03 01/01/99 25
5269817 O 12/01/28
0
1841481 893/G01 F 281,600.00 ZZ
360 281,600.00 1
204 ALMADEN WAY 7.750 2,017.42 80
7.500 2,017.42 352,000.00
SAN MATEO CA 94403 1 11/06/98 00
0431107325 05 01/01/99 0
19807796 O 12/01/28
0
1
1841483 976/976 F 370,400.00 ZZ
360 370,400.00 1
2108 NORTH SUMMER WOOD DRIVE 7.000 2,464.29 80
6.750 2,464.29 463,000.00
FARMINGTON UT 84025 1 11/04/98 00
5291513 05 01/01/99 0
5291513 O 12/01/28
0
1841485 976/976 F 738,100.00 ZZ
360 737,524.20 1
972 SOUTH WELLESLEY AVENUE 7.250 5,035.15 55
7.000 5,035.15 1,350,000.00
LOS ANGELES CA 90049 2 10/23/98 00
5311100 05 12/01/98 0
5311100 O 11/01/28
0
1841488 976/976 F 116,000.00 ZZ
360 115,818.46 1
2913 CRESCENT COURT 7.250 791.33 80
7.000 791.33 145,000.00
SACRAMENTO CA 95825 1 09/21/98 00
5327784 05 11/01/98 0
5327784 O 10/01/28
0
1841492 976/976 F 231,000.00 ZZ
360 230,810.65 1
6 CARRIAGE LANE 7.000 1,536.85 70
6.750 1,536.85 330,000.00
NANUET NY 10954 1 10/23/98 00
5332151 05 12/01/98 0
5332151 O 11/01/28
0
1841493 976/976 F 240,000.00 ZZ
360 239,808.07 1
99 BELMONT CIRCLE 7.125 1,616.93 78
6.875 1,616.93 310,000.00
SYOSSET NY 11791 2 10/16/98 00
5332165 05 12/01/98 0
5332165 O 11/01/28
0
1841494 976/976 F 179,500.00 ZZ
360 179,232.72 1
8124 EAST VIA SONRISA 7.500 1,255.10 80
7.250 1,255.10 224,500.00
1
SCOTTSDALE AZ 85258 1 09/22/98 00
5332689 03 11/01/98 0
5332689 O 10/01/28
0
1841495 976/976 F 96,500.00 ZZ
360 96,356.31 1
11780 CHESAPEAKE DR 7.500 674.75 73
7.250 674.75 133,200.00
RENO NV 89506 2 09/25/98 00
5332959 05 11/01/98 0
5332959 O 10/01/28
0
1841500 976/976 F 190,600.00 ZZ
360 190,435.30 1
610 GRIMES BRIDGE LANDING 6.875 1,252.11 50
6.625 1,252.11 387,000.00
ROSWELL GA 30075 2 10/08/98 00
5337308 05 12/01/98 0
5337308 O 11/01/28
0
1841501 976/976 F 152,700.00 ZZ
360 152,466.88 1
26024 PRIESTERS POND DRIVE 7.375 1,054.67 80
7.125 1,054.67 191,000.00
SOUTH RIDING VA 20152 1 09/25/98 00
5338813 09 11/01/98 0
5338813 O 10/01/28
0
1841502 976/976 F 183,550.00 ZZ
360 183,413.78 1
13665 KINGSBRIDGE STREET 7.500 1,283.41 80
7.250 1,283.41 229,478.00
WESTMINSTER CA 92683 1 10/28/98 00
5351187 03 12/01/98 0
5351187 O 11/01/28
0
1841504 976/976 F 350,000.00 ZZ
360 350,000.00 2
294 6TH AVENUE 7.125 2,358.02 64
6.875 2,358.02 550,000.00
BROOKLYN NY 11215 1 11/06/98 00
5352784 05 01/01/99 0
5352784 O 12/01/28
0
1
1841506 976/976 F 245,000.00 ZZ
360 242,660.71 1
138 NORTH NEW HAMPSHIRE STRE 7.375 1,692.16 52
7.125 1,692.16 480,000.00
COVINGTON LA 70433 2 10/26/98 00
5360403 05 12/01/98 0
5360403 O 11/01/28
0
1841508 976/976 F 300,000.00 ZZ
360 299,777.35 1
2126 SHOSHONE CIRCLE 7.500 2,097.65 95
7.250 2,097.65 316,500.00
DANVILLE CA 94526 1 09/25/98 11
5360410 09 11/01/98 30
5360410 O 10/01/28
0
1841510 976/976 F 146,400.00 ZZ
360 146,165.16 1
1074 OAK VALLEY DRIVE 7.125 986.32 80
6.875 986.32 183,000.00
KELLER TX 76148 1 09/16/98 00
5363867 05 11/01/98 0
5363867 O 10/01/28
0
1841511 976/976 F 356,000.00 ZZ
360 356,000.00 1
5500 SMALLWOOD CT 7.375 2,458.81 75
7.125 2,458.81 475,000.00
CLARKSVILLE MD 21029 2 11/06/98 00
5364470 05 01/01/99 0
5364470 O 12/01/28
0
1841516 976/976 F 253,600.00 ZZ
360 253,392.12 1
4118 EAST MAPLE TREE DRIVE 7.000 1,687.21 80
6.750 1,687.21 317,000.00
ANAHEIM CA 92807 1 10/02/98 00
5370034 05 12/01/98 0
5370034 O 11/01/28
0
1841517 976/976 F 327,418.00 ZZ
360 327,156.16 1
1
755 MICHAELS CREEK 7.125 2,205.88 57
6.875 2,205.88 580,000.00
EVANS GA 30809 2 10/27/98 00
5372540 05 12/01/98 0
5372540 O 11/01/28
0
1841519 976/976 F 285,600.00 ZZ
360 285,398.42 1
505 HIDDEN VALLEY ROAD 7.750 2,046.08 80
7.500 2,046.08 357,000.00
WATSONVILLE CA 95076 1 10/26/98 00
5378663 05 12/01/98 0
5378663 O 11/01/28
0
1841522 976/976 F 470,400.00 ZZ
360 470,042.06 1
564 SHORE ACRES DRIVE 7.375 3,248.94 78
7.125 3,248.94 610,000.00
MAMARONECK NY 10543 2 11/05/98 00
5381507 05 12/01/98 0
5381507 O 11/01/28
0
1841526 976/976 F 264,000.00 ZZ
360 263,799.11 1
3834 2ND AVENUE 7.375 1,823.39 80
7.125 1,823.39 330,000.00
GLENDALE CA 91214 1 10/22/98 00
5384099 05 12/01/98 0
5384099 O 11/01/28
0
1841527 976/976 F 191,600.00 ZZ
360 191,446.78 1
8 OAK STREET 7.125 1,290.85 80
6.875 1,290.85 239,500.00
MEDWAY MA 02053 1 10/30/98 00
5384717 05 12/01/98 0
5384717 O 11/01/28
0
1841530 976/976 F 389,000.00 ZZ
360 388,665.08 1
1907 CURTIS AVENUE 6.750 2,523.05 79
6.500 2,523.05 495,000.00
REDONDO BEACH CA 90278 2 10/21/98 00
5386622 05 12/01/98 0
1
5386622 O 11/01/28
0
1841536 976/976 F 150,000.00 ZZ
360 149,776.64 1
25 FORTUNE LANE 7.500 1,048.83 59
7.250 1,048.83 255,000.00
DUXBURY MA 02331 1 09/25/98 00
5392323 05 11/01/98 0
5392323 O 10/01/28
0
1841537 976/976 F 295,200.00 ZZ
360 294,975.37 1
49 FULLER AVENUE 7.375 2,038.88 90
7.125 2,038.88 328,000.00
SWAMPSCOTT MA 01907 2 10/30/98 21
5392475 05 12/01/98 25
5392475 O 11/01/28
0
1841538 976/976 F 389,000.00 ZZ
360 388,688.92 1
604 WALNUT STREET 7.125 2,620.77 52
6.875 2,620.77 762,000.00
NEWTON MA 02165 5 10/29/98 00
5392519 05 12/01/98 0
5392519 O 11/01/28
0
1841540 976/976 F 350,000.00 ZZ
360 349,726.96 1
79 BAXTER ROAD 7.250 2,387.62 42
7.000 2,387.62 840,000.00
BROOKLINE MA 02445 5 10/29/98 00
5392563 05 12/01/98 0
5392563 O 11/01/28
0
1841541 976/976 F 424,500.00 ZZ
360 424,500.00 1
5 MAINSTONE ROAD 7.250 2,895.84 75
7.000 2,895.84 566,000.00
NATICK MA 01760 5 11/03/98 00
5392813 05 01/01/99 0
5392813 O 12/01/28
0
1
1841542 976/976 F 244,000.00 ZZ
360 243,799.99 1
17220 ORANGEWOOD LANE 7.000 1,623.34 80
6.750 1,623.34 305,000.00
YORBA LINDA CA 92686 1 10/02/98 00
5396438 05 12/01/98 0
5396438 O 11/01/28
0
1841544 976/976 F 87,750.00 ZZ
360 87,125.54 1
727 GRACELAND DRIVE 7.875 636.25 63
7.625 636.25 140,000.00
ASHEBORO NC 27203 2 09/28/98 00
5402236 05 11/01/98 0
5402236 O 10/01/28
0
1841545 976/976 F 270,600.00 ZZ
360 270,409.00 1
206 CLARK ROAD 7.750 1,938.62 40
7.500 1,938.62 692,000.00
BROOKLINE MA 02146 2 10/29/98 00
5402435 05 12/01/98 0
5402435 O 11/01/28
0
1841547 976/976 F 78,500.00 ZZ
240 78,362.53 1
13 THIRD AVENUE NORTHWEST 7.750 644.45 73
7.500 644.45 108,000.00
GLENWOOD MN 56334 2 10/02/98 00
5404573 05 12/01/98 0
5404573 O 11/01/18
0
1841549 976/976 F 171,600.00 ZZ
360 171,344.48 1
2742 HILLVIEW DRIVE #30 7.500 1,199.86 56
7.250 1,199.86 310,000.00
NEWPORT BEACH CA 92660 5 09/28/98 00
5410096 01 11/01/98 0
5410096 O 10/01/28
0
1841550 976/976 F 633,750.00 ZZ
360 633,217.57 1
25 LAKEWOOD CIRCLE 6.875 4,163.29 75
6.625 4,163.29 845,000.00
1
SAN MATEO CA 94402 5 10/22/98 00
5413858 05 12/01/98 0
5413858 O 11/01/28
0
1841552 976/976 F 285,000.00 ZZ
360 284,788.48 1
1110 AUTUMNSONG WAY 7.500 1,992.77 75
7.250 1,992.77 380,000.00
SAN JOSE CA 95131 2 10/21/98 00
5416657 05 12/01/98 0
5416657 O 11/01/28
0
1841553 976/976 F 290,000.00 ZZ
360 289,779.33 1
421 WOODBINE LANE 7.375 2,002.96 70
7.125 2,002.96 420,000.00
DANVILLE CA 94526 2 10/30/98 00
5416686 03 12/01/98 0
5416686 O 11/01/28
0
1841554 976/976 F 255,000.00 ZZ
360 254,805.96 1
440 TILLER LANE 7.375 1,761.23 59
7.125 1,761.23 439,000.00
REDWOOD CITY CA 94065 2 10/20/98 00
5416898 05 12/01/98 0
5416898 O 11/01/28
0
1841555 976/976 F 292,000.00 ZZ
360 292,000.00 1
29292 RIVER ROAD 7.250 1,991.96 80
7.000 1,991.96 365,000.00
CLOVERDALE CA 95425 1 11/09/98 00
5416956 05 01/01/99 0
5416956 O 12/01/28
0
1841556 976/976 F 259,350.00 ZZ
360 259,350.00 1
3273 HOOVER STREET 7.125 1,747.29 95
6.875 1,747.29 273,000.00
REDWOOD CITY CA 94063 1 11/03/98 21
5416970 05 01/01/99 30
5416970 O 12/01/28
0
1
1841558 976/976 F 300,000.00 ZZ
360 299,760.09 1
2 HAROLD AVENUE 7.125 2,021.16 69
6.875 2,021.16 435,000.00
SAN FRANCISCO CA 94112 1 10/29/98 00
5417128 05 12/01/98 0
5417128 O 11/01/28
0
1841559 976/976 F 790,500.00 ZZ
360 789,883.33 1
335 ST. FRANCIS BOULEVARD 7.250 5,392.61 57
7.000 5,392.61 1,400,000.00
SAN FRANCISCO CA 94127 2 10/27/98 00
5417359 05 12/01/98 0
5417359 O 11/01/28
0
1841560 976/976 F 507,000.00 ZZ
360 506,584.41 1
316 EAGLE TRACE DRIVE 7.000 3,373.09 80
6.750 3,373.09 635,000.00
HALF MOON BAY CA 94019 2 10/22/98 00
5417371 03 12/01/98 0
5417371 O 11/01/28
0
1841561 976/976 F 274,000.00 ZZ
360 273,786.25 1
3261 CAPRIANA CIRCLE 7.250 1,869.17 79
7.000 1,869.17 348,000.00
SAN JOSE CA 95135 2 10/27/98 00
5417603 05 12/01/98 0
5417603 O 11/01/28
0
1841563 976/976 F 494,950.00 ZZ
300 493,840.51 1
130 SKIDOO LANE 7.625 3,697.98 25
7.375 3,697.98 2,000,000.00
POLSON MT 59860 2 09/29/98 00
5424074 05 11/01/98 0
5424074 O 10/01/23
0
1841565 976/976 F 353,400.00 ZZ
360 353,400.00 1
1
3030 ORION DRIVE 7.250 2,410.82 68
7.000 2,410.82 525,000.00
COLORADO SPRING CO 80906 5 11/02/98 00
5424530 05 01/01/99 0
5424530 O 12/01/28
0
1841566 976/976 F 239,000.00 ZZ
360 238,822.62 1
406 UNION AVENUE #F 7.500 1,671.13 78
7.250 1,671.13 310,000.00
CAMPBELL CA 95008 2 10/30/98 00
5424799 09 12/01/98 0
5424799 O 11/01/28
0
1841567 976/976 F 373,500.00 ZZ
360 373,215.79 1
3540 LARIAT LANE 7.375 2,579.68 56
7.125 2,579.68 678,000.00
ROLLING HILLS E CA 90274 2 10/02/98 00
5428018 05 12/01/98 0
5428018 O 11/01/28
0
1841568 976/976 F 232,750.00 ZZ
360 232,412.00 1
370 ORIZABA AVENUE 7.625 1,647.39 95
7.375 1,647.39 245,000.00
LONG BEACH CA 90814 1 09/23/98 11
5428299 05 11/01/98 30
5428299 O 10/01/28
0
1841571 976/976 F 314,000.00 ZZ
360 313,652.62 1
1027 AVENUE B 7.375 2,168.73 80
7.125 2,168.73 392,500.00
REDONDO BEACH CA 90277 1 10/27/98 00
5428525 05 12/01/98 0
5428525 O 11/01/28
0
1841574 976/976 F 386,000.00 ZZ
360 385,683.60 1
112 18TH STREET 7.000 2,568.07 65
6.750 2,568.07 600,000.00
HUNTINGTON BEAC CA 92648 2 10/30/98 00
5428598 05 12/01/98 0
1
5428598 O 11/01/28
0
1841575 976/976 F 154,050.00 ZZ
360 153,923.72 1
6815 VIVIAN AVENUE 7.000 1,024.90 80
6.750 1,024.90 192,610.00
DALLAS TX 75211 1 10/21/98 00
5429510 05 12/01/98 0
5429510 O 11/01/28
0
1841578 976/976 F 266,300.00 ZZ
360 266,097.37 1
300 MELROSE DRIVE 7.375 1,839.27 77
7.125 1,839.27 350,000.00
OXNARD AREA CA 93035 2 10/16/98 00
5430858 05 12/01/98 0
5430858 O 11/01/28
0
1841582 976/976 F 334,500.00 ZZ
360 334,218.98 1
15612 BRITENBUSH COURT 6.875 2,197.43 75
6.625 2,197.43 450,000.00
WATERFORD VA 20197 2 11/02/98 00
5432851 03 12/01/98 0
5432851 O 11/01/28
0
1841584 976/976 F 300,000.00 ZZ
360 299,771.72 1
3005 BARKLEY GATE LANE 7.375 2,072.03 80
7.125 2,072.03 378,000.00
FAIRFAX VA 22031 2 11/05/98 00
5432906 03 12/01/98 0
5432906 O 11/01/28
0
1841587 976/976 F 307,500.00 ZZ
360 307,247.94 1
2316 S. ARLINGTON RIDGE ROAD 7.000 2,045.81 75
6.750 2,045.81 410,000.00
ARLINGTON VA 22202 5 11/02/98 00
5432959 05 12/01/98 0
5432959 O 11/01/28
0
1
1841589 976/976 F 244,100.00 ZZ
360 243,698.65 1
5728 DELBROOK LANE 7.000 1,624.01 95
6.750 1,624.01 256,955.00
CARMICHAEL CA 95608 1 09/28/98 21
5433371 03 11/01/98 30
5433371 O 10/01/28
0
1841590 976/976 F 133,000.00 ZZ
360 132,786.64 1
275 EAST O STREET 7.125 896.05 65
6.875 896.05 205,000.00
BENICIA CA 94510 2 09/21/98 00
5433425 05 11/01/98 0
5433425 O 10/01/28
0
1841591 976/976 F 258,500.00 ZZ
360 258,085.32 1
5127 KENNETH AVENUE 7.125 1,741.57 79
6.875 1,741.57 330,000.00
FAIR OAKS CA 95628 2 09/18/98 00
5433477 05 11/01/98 0
5433477 O 10/01/28
0
1841592 976/976 F 160,000.00 ZZ
360 159,749.60 1
665 BERKSHIRE DRIVE 7.250 1,091.49 95
7.000 1,091.49 169,000.00
DIXON CA 95620 2 09/25/98 11
5433496 05 11/01/98 30
5433496 O 10/01/28
0
1841596 976/976 F 338,000.00 ZZ
360 337,555.08 1
35956 ACADIA LANE 7.250 2,305.76 80
7.000 2,305.76 425,000.00
DAVIS CA 95616 2 10/22/98 00
5433860 05 12/01/98 0
5433860 O 11/01/28
0
1841597 976/976 F 396,000.00 ZZ
360 395,691.08 1
10 HIGH BLUFF 7.250 2,701.42 68
7.000 2,701.42 589,000.00
1
LAGUNA NIGUEL CA 92677 2 10/24/98 00
5433899 03 12/01/98 0
5433899 O 11/01/28
0
1841606 976/976 F 271,000.00 ZZ
360 270,788.59 1
3110 DEER VALLEY ROAD 7.250 1,848.70 78
7.000 1,848.70 350,000.00
RESCUE CA 95672 2 10/22/98 00
5433968 05 12/01/98 0
5433968 O 11/01/28
0
1841608 976/976 F 400,000.00 ZZ
360 399,389.37 1
4165 WEST ESTES AVENUE 7.375 2,762.71 52
7.125 2,762.71 780,000.00
LINCOLNWOOD IL 60646 5 09/23/98 00
5434122 05 11/01/98 0
5434122 O 10/01/28
0
1841609 976/976 F 375,000.00 ZZ
360 374,707.46 1
LOT 27 MEADOWLARK DRIVE 7.250 2,558.17 60
7.000 2,558.17 635,000.00
KILDEER IL 60047 1 10/27/98 00
5434940 05 12/01/98 0
5434940 O 11/01/28
0
1841610 976/976 F 516,000.00 ZZ
360 515,566.49 1
4140 DOVER ROAD 6.875 3,389.76 65
6.625 3,389.76 800,000.00
LA CANADA-FLINT CA 91011 2 10/22/98 00
5435029 05 12/01/98 0
5435029 O 11/01/28
0
1841613 976/976 F 284,000.00 ZZ
360 283,583.90 1
5803 MANCHESTER PLACE, N.W. 7.375 1,961.52 80
7.125 1,961.52 355,000.00
WASHINGTON DC 20011 2 10/15/98 00
5440201 05 12/01/98 0
5440201 O 11/01/28
0
1
1841616 976/976 F 292,500.00 ZZ
360 292,282.92 1
7110 ENTERPRISE AVENUE 7.500 2,045.21 75
7.250 2,045.21 390,000.00
MCLEAN VA 22101 2 10/27/98 00
5440357 05 12/01/98 0
5440357 O 11/01/28
0
1841620 976/976 F 236,000.00 ZZ
360 236,000.00 1
9 ELDRIDGE ROAD 7.250 1,609.94 80
7.000 1,609.94 295,000.00
HARVARD MA 01451 2 11/02/98 00
5442539 05 01/01/99 0
5442539 O 12/01/28
0
1841621 976/976 F 319,250.00 ZZ
360 318,988.31 1
10 SAUCITO 7.000 2,123.98 68
6.750 2,123.98 470,000.00
FOOTHILL RANCH CA 92610 2 10/29/98 00
5446142 03 12/01/98 0
5446142 O 11/01/28
0
1841622 976/976 F 256,000.00 ZZ
360 256,000.00 1
656 CAPELL STREET 7.000 1,703.18 75
6.750 1,703.18 343,000.00
OAKLAND CA 94602 2 11/02/98 00
5446978 05 01/01/99 0
5446978 O 12/01/28
0
1841625 976/976 F 433,000.00 ZZ
360 432,653.73 1
725 LISA CIRLE 7.125 2,917.21 78
6.875 2,917.21 556,000.00
HUNTINGDON VALL PA 19006 2 10/30/98 00
5448360 05 12/01/98 0
5448360 O 11/01/28
0
1841626 976/976 F 602,000.00 ZZ
360 602,000.00 1
1
6001 EASTOVER DRIVE 6.500 3,805.05 63
6.250 3,805.05 970,000.00
NEW ORLEANS LA 70128 2 11/06/98 00
5450209 05 01/01/99 0
5450209 O 12/01/28
0
1841630 976/976 F 260,000.00 ZZ
360 259,792.08 1
47 FARM VALLEY RD 7.125 1,751.67 43
6.875 1,751.67 610,000.00
OSTERVILLE MA 02655 2 10/26/98 00
5451043 05 12/01/98 0
5451043 O 11/01/28
0
1841631 976/976 F 253,250.00 ZZ
360 253,057.29 1
1341 ARNOLD AVENUE 7.375 1,749.14 90
7.125 1,749.14 281,400.00
ATLANTA GA 30324 1 11/02/98 11
5451663 05 12/01/98 25
5451663 O 11/01/28
0
1841633 976/976 F 253,750.00 ZZ
360 253,561.68 1
2153 ROOSEVELT AVENUE 7.500 1,774.26 73
7.250 1,774.26 350,000.00
ALTADENA CA 91001 2 10/28/98 00
5453074 05 12/01/98 0
5453074 O 11/01/28
0
1841637 976/976 F 275,000.00 ZZ
360 275,000.00 1
23511 53RD AVENUE SOUTHEAST 6.875 1,806.56 75
6.625 1,806.56 370,000.00
BOTHELL WA 98021 5 11/03/98 00
5456300 05 01/01/99 0
5456300 O 12/01/28
0
1841642 976/976 F 163,000.00 ZZ
240 162,465.06 1
6608 WHITE OAK COURT 7.250 1,288.32 95
7.000 1,288.32 172,000.00
SANDSTON VA 23150 2 10/28/98 04
5458556 05 12/01/98 30
1
5458556 O 11/01/18
0
1841644 976/976 F 294,500.00 ZZ
360 294,258.60 1
7811 VALLEYFIELD DRIVE 7.000 1,959.32 78
6.750 1,959.32 380,000.00
SPRINGFIELD VA 22153 2 10/27/98 00
5458719 03 12/01/98 0
5458719 O 11/01/28
0
1841645 976/976 F 310,000.00 ZZ
360 309,752.10 1
7329 BANNOCKBURN RIDGE COURT 7.125 2,088.53 65
6.875 2,088.53 477,500.00
BETHESDA MD 20817 1 10/30/98 00
5458757 09 12/01/98 0
5458757 O 11/01/28
0
1841647 J95/J95 F 259,200.00 ZZ
360 257,289.56 1
3330 SHEILA COURT 7.125 1,746.28 80
6.875 1,746.28 324,000.00
SANTA CRUZ CA 95062 1 02/20/98 00
0012470456 05 04/01/98 0
0012470456 O 03/01/28
0
1841648 976/976 F 227,150.00 ZZ
360 227,150.00 1
8111 MAPLEGATE PLACE 6.875 1,492.22 80
6.625 1,492.22 285,000.00
GLENN DALE MD 20769 2 11/02/98 00
5458825 05 01/01/99 0
5458825 O 12/01/28
0
1841651 976/976 F 209,200.00 ZZ
360 209,040.81 1
4109 HOLBROOK ROAD 7.375 1,444.90 80
7.125 1,444.90 261,500.00
RANDALLSTOWN MD 21133 1 10/30/98 00
5458998 05 12/01/98 0
5458998 O 11/01/28
0
1
1841652 976/976 F 251,500.00 ZZ
360 251,500.00 1
4401 SAUL ROAD 7.000 1,673.24 74
6.750 1,673.24 340,000.00
KENSINGTON MD 20895 2 11/05/98 00
5459037 05 01/01/99 0
5459037 O 12/01/28
0
1841655 976/976 F 383,100.00 ZZ
360 382,808.49 1
1402 MASON DRIVE 7.375 2,645.98 76
7.125 2,645.98 505,000.00
LA GRANGE IL 60525 2 10/26/98 00
5460359 05 12/01/98 0
5460359 O 11/01/28
0
1841656 976/976 F 500,000.00 ZZ
360 499,590.15 1
1509 ROYAL OAK ROAD 7.000 3,326.52 80
6.750 3,326.52 630,000.00
DARIEN IL 60561 2 10/29/98 00
5460771 05 12/01/98 0
5460771 O 11/01/28
0
1841657 976/976 F 291,600.00 ZZ
360 291,600.00 1
5590 CARMELLO COURT 6.875 1,915.61 90
6.625 1,915.61 324,050.00
RANCHO CUCAMONG CA 91739 1 11/02/98 11
5461663 05 01/01/99 25
5461663 O 12/01/28
0
1841658 976/976 F 290,000.00 ZZ
360 289,773.76 1
4466 PINE TREE TRAIL 7.250 1,978.32 80
7.000 1,978.32 363,000.00
BLOOMFIELD HILL MI 48302 1 10/30/98 00
5462240 05 12/01/98 0
5462240 O 11/01/28
0
1841659 976/976 F 286,125.00 ZZ
360 285,878.64 1
22525 RED FOX DRIVE 6.750 1,855.81 75
6.500 1,855.81 381,500.00
1
LAKEVILLE MN 55044 2 10/27/98 00
5467660 05 12/01/98 0
5467660 O 11/01/28
0
1841660 976/976 F 310,000.00 ZZ
360 309,752.10 1
11542 CHESTNUT RIDGE STREET 7.125 2,088.53 72
6.875 2,088.53 435,000.00
MOORPARK CA 93021 2 10/22/98 00
5468333 03 12/01/98 0
5468333 O 11/01/28
0
1841664 976/976 F 190,000.00 ZZ
360 189,855.42 2
1619-1621 FREEMAN STREET 7.375 1,312.29 95
7.125 1,312.29 200,000.00
SANTA ANA CA 92706 1 10/29/98 04
5473218 05 12/01/98 30
5473218 O 11/01/28
0
1841665 976/976 F 322,400.00 ZZ
360 322,148.49 1
18372 OAK RIDGE DRIVE 7.250 2,199.34 80
7.000 2,199.34 403,000.00
SANTA ANA CA 92705 2 10/22/98 00
5473304 05 12/01/98 0
5473304 O 11/01/28
0
1841666 976/976 F 526,000.00 ZZ
360 525,655.92 1
7335 VISTA DEL MAR LANE 8.125 3,905.54 48
7.875 3,905.54 1,100,000.00
PLAYA DEL REY A CA 90293 2 10/30/98 00
5473466 05 12/01/98 0
5473466 O 11/01/28
0
1841667 976/976 F 267,000.00 ZZ
360 267,000.00 1
36 ELM STREET 7.625 1,889.81 78
7.375 1,889.81 345,000.00
MEDFIELD MA 02052 2 11/05/98 00
5475783 05 01/01/99 0
5475783 O 12/01/28
0
1
1841668 976/976 F 575,000.00 ZZ
360 574,573.26 1
N 2343 GENEVA OAKS TRAIL 7.500 4,020.49 58
7.250 4,020.49 1,000,000.00
LAKE GENEVA WI 53147 5 10/29/98 00
5476760 05 12/01/98 0
5476760 O 11/01/28
0
1841669 976/976 F 400,000.00 ZZ
360 400,000.00 1
8258 CAMINITO MARITIMO 7.000 2,661.22 63
6.750 2,661.22 640,000.00
LA JOLLA CA 92037 1 11/04/98 00
5477118 01 01/01/99 0
5477118 O 12/01/28
0
1841672 976/976 F 260,000.00 ZZ
360 259,586.88 1
25 PARKERVILLE ROAD 7.000 1,729.79 74
6.750 1,729.79 352,000.00
SOUTHBOROUGH MA 01772 2 10/26/98 00
5478090 05 12/01/98 0
5478090 O 11/01/28
0
1841674 976/976 F 269,000.00 ZZ
300 268,674.44 1
62 HENDERSON STREET 7.125 1,922.75 63
6.875 1,922.75 430,000.00
NEEDHAM MA 02492 2 10/30/98 00
5478313 05 12/01/98 0
5478313 O 11/01/23
0
1841679 976/976 F 340,800.00 ZZ
360 340,800.00 1
7138 OROZCO DRIVE 7.375 2,353.83 80
7.125 2,353.83 426,000.00
RIVERSIDE CA 92506 1 11/02/98 00
5479198 05 01/01/99 0
5479198 O 12/01/28
0
1841681 976/976 F 540,000.00 ZZ
360 539,618.87 1
1
15 FOREST LANE 7.750 3,868.63 80
7.500 3,868.63 675,000.00
SAN CARLOS CA 94070 1 10/19/98 00
5480052 05 12/01/98 0
5480052 O 11/01/28
0
1841682 J95/J95 F 352,000.00 ZZ
360 351,421.26 1
12905 AVENIDA LA VALENCIA 7.000 2,341.86 80
6.750 2,341.86 440,000.00
POWAY CA 92064 1 09/23/98 00
0016222622 05 11/01/98 0
0016222622 O 10/01/28
0
1841685 976/976 F 304,500.00 ZZ
360 304,262.46 1
20911 SPARKMAN LANE 7.250 2,077.23 77
7.000 2,077.23 400,000.00
HUNTINGTON BEAC CA 92646 2 10/15/98 00
5480073 05 12/01/98 0
5480073 O 11/01/28
0
1841687 976/976 F 260,000.00 ZZ
360 259,797.17 1
6890 PARK PLACE 7.250 1,773.66 89
7.000 1,773.66 295,000.00
GRANITE BAY CA 95746 2 10/27/98 11
5480132 05 12/01/98 25
5480132 O 11/01/28
0
1841688 976/976 F 363,450.00 ZZ
360 363,159.34 1
39679 LUPINE COURT 7.125 2,448.64 80
6.875 2,448.64 460,000.00
DAVIS CA 95616 2 10/24/98 00
5480134 05 12/01/98 0
5480134 O 11/01/28
0
1841689 976/976 F 448,000.00 ZZ
240 447,165.78 1
18205 CRYSTAL DRIVE 7.250 3,540.89 77
7.000 3,540.89 585,000.00
MORGAN HILL CA 95037 2 10/23/98 00
5480151 05 12/01/98 0
1
5480151 O 11/01/18
0
1841690 976/976 F 285,000.00 ZZ
360 284,772.09 1
8 PEACOCK LANE 7.125 1,920.10 53
6.875 1,920.10 540,000.00
SAN RAFAEL CA 94901 2 10/23/98 00
5480152 05 12/01/98 0
5480152 O 11/01/28
0
1841692 976/976 F 288,000.00 ZZ
360 287,780.85 1
860 CHATSWORTH LANE 7.375 1,989.15 56
7.125 1,989.15 517,000.00
REDWOOD CITY CA 94061 2 10/27/98 00
5480338 03 12/01/98 0
5480338 O 11/01/28
0
1841694 976/976 F 445,700.00 ZZ
360 445,700.00 1
1532 RIALTO LANE 7.250 3,040.46 75
7.000 3,040.46 595,000.00
DAVIS CA 95616 2 11/03/98 00
5480605 05 01/01/99 0
5480605 O 12/01/28
0
1841695 976/976 F 350,000.00 ZZ
360 350,000.00 1
3704 ALAMEDA DE LAS PULGAS 7.875 2,537.75 80
7.625 2,537.75 437,500.00
SAN MATEO CA 94403 1 11/06/98 00
5481275 05 01/01/99 0
5481275 O 12/01/28
0
1841696 976/976 F 392,000.00 ZZ
360 392,000.00 1
7124 GLENVIEW DRIVE 7.875 2,842.28 58
7.625 2,842.28 682,900.00
SAN JOSE CA 95120 1 11/02/98 00
5481834 05 01/01/99 0
5481834 O 12/01/28
0
1
1841697 976/976 F 279,500.00 ZZ
360 279,265.18 1
4103 KERWOOD COURT 6.875 1,836.12 74
6.625 1,836.12 380,000.00
SAN DIEGO CA 92130 2 10/29/98 00
5484426 03 12/01/98 0
5484426 O 11/01/28
0
1841698 976/976 F 320,400.00 ZZ
360 320,162.21 1
104 SANTE FE TRAIL 7.500 2,240.29 90
7.250 2,240.29 356,042.00
APEX NC 27502 1 10/30/98 21
5485768 03 12/01/98 25
5485768 O 11/01/28
0
1841701 976/976 F 446,000.00 ZZ
360 445,652.07 1
1550 NORTH GENESEE AVENUE 7.250 3,042.51 80
7.000 3,042.51 560,000.00
LOS ANGELES CA 90046 2 10/26/98 00
5489201 05 12/01/98 0
5489201 O 11/01/28
0
1841703 976/976 F 284,400.00 ZZ
360 284,400.00 1
19251 BALLINGER STREET 6.750 1,844.62 90
6.500 1,844.62 316,000.00
NORTHRIDGE AREA CA 91324 1 11/10/98 11
5489636 05 01/01/99 25
5489636 O 12/01/28
0
1841706 976/976 F 275,000.00 T
360 274,800.96 1
NORTH POINT ROAD 7.625 1,946.44 80
7.375 1,946.44 345,000.00
HATTERAS NC 27943 2 11/04/98 00
5492930 05 12/01/98 0
5492930 O 11/01/28
0
1841708 976/976 F 215,300.00 ZZ
360 214,971.33 1
21 MAHOGANY LANE 7.375 1,487.03 80
7.125 1,487.03 269,204.00
1
SIMI VALLEY CA 93065 1 09/01/98 00
5495891 01 11/01/98 0
5495891 O 10/01/28
0
1841710 976/976 F 236,200.00 ZZ
360 235,839.43 1
74 77TH ST. 7.375 1,631.38 70
7.125 1,631.38 337,500.00
BROOKLYN NY 11209 1 09/28/98 00
5497772 03 11/01/98 0
5497772 O 10/01/28
0
1841712 976/976 F 350,000.00 ZZ
360 349,705.95 1
8 WILDFLOWER COURT 6.875 2,299.26 68
6.625 2,299.26 517,886.00
CORTE MADERA CA 94925 1 10/16/98 00
5499797 05 12/01/98 0
5499797 O 11/01/28
0
1841713 976/976 F 260,900.00 ZZ
360 260,680.81 1
10688 EAST TOPAZ DRIVE 6.875 1,713.93 78
6.625 1,713.93 338,000.00
SCOTTSDALE AZ 85258 2 10/22/98 00
5500522 03 12/01/98 0
5500522 O 11/01/28
0
1841715 976/976 F 257,600.00 ZZ
360 257,600.00 1
5 WAYNE COURT 7.250 1,757.29 80
7.000 1,757.29 322,000.00
MERRICK NY 11566 1 11/09/98 00
5504214 05 01/01/99 0
5504214 O 12/01/28
0
1841716 976/976 F 500,000.00 ZZ
360 499,600.15 1
521 S. BARRINGTON AVE. 7.125 3,368.60 56
6.875 3,368.60 900,000.00
LOS ANGELES CA 90049 2 10/19/98 00
5507543 05 12/01/98 0
5507543 O 11/01/28
0
1
1841719 976/976 F 324,800.00 ZZ
360 324,527.12 1
96 WARREN STREET #W-3 6.875 2,133.71 80
6.625 2,133.71 406,000.00
CHARLESTOWN MA 02129 1 11/03/98 00
5511727 01 12/01/98 0
5511727 O 11/01/28
0
1841721 976/976 F 135,200.00 ZZ
360 134,988.41 1
162 ENDICOTT STREET UNIT 2 7.250 922.31 80
7.000 922.31 169,000.00
BOSTON MA 02113 1 10/02/98 00
5511971 01 11/01/98 0
5511971 O 10/01/28
0
1841722 976/976 F 238,500.00 ZZ
360 238,323.00 1
10801 SOUTH LONG AVENUE 7.500 1,667.63 90
7.250 1,667.63 265,000.00
OAK LAWN IL 60453 2 10/26/98 21
5521557 05 12/01/98 25
5521557 O 11/01/28
0
1841725 976/976 F 227,200.00 ZZ
360 227,031.38 1
2305 LOOKOUT ROAD 7.500 1,588.62 78
7.250 1,588.62 293,000.00
HAYMARKET VA 20169 2 10/29/98 00
5530060 03 12/01/98 0
5530060 O 11/01/28
0
1841728 976/976 F 256,500.00 ZZ
360 256,500.00 1
128 E STREET, S.E. 8.125 1,904.51 95
7.875 1,904.51 270,000.00
WASHINGTON DC 20003 1 11/06/98 11
5530729 05 01/01/99 30
5530729 O 12/01/28
0
1841731 976/976 F 378,000.00 ZZ
360 377,697.72 1
1
3032 SOUTH TRENTON AVE. 7.125 2,546.66 70
6.875 2,546.66 540,000.00
TULSA OK 74114 1 10/20/98 00
7989402 05 12/01/98 0
7989402 O 11/01/28
0
1841732 976/976 F 300,000.00 ZZ
360 299,754.09 1
306 COOKS POINT 7.000 1,995.91 75
6.750 1,995.91 400,000.00
BOYCE LA 71409 2 10/15/98 00
7990838 05 12/01/98 0
7990838 O 11/01/28
0
1841733 976/976 F 413,750.00 ZZ
360 413,450.54 1
2637 ARCOLA LANE 7.625 2,928.50 74
7.375 2,928.50 565,000.00
MINNETONKA BEAC MN 55391 2 10/22/98 00
7991242 05 12/01/98 0
7991242 O 11/01/28
0
1841734 976/976 F 350,100.00 ZZ
360 349,538.40 1
4728 SAN GABRIEL DRIVE 7.125 2,358.69 59
6.875 2,358.69 600,000.00
DALLAS TX 75229 2 09/23/98 00
7992081 05 11/01/98 0
7992081 O 10/01/28
0
1841735 976/976 F 312,750.00 ZZ
360 312,506.02 1
77 BAKER LANE 7.250 2,133.51 79
7.000 2,133.51 400,000.00
ERIE CO 80156 2 10/29/98 00
7992162 05 12/01/98 0
7992162 O 11/01/28
0
1841737 976/976 F 250,400.00 ZZ
360 250,400.00 1
7209 SPRING CREEK CIRCLE 7.250 1,708.17 34
7.000 1,708.17 750,000.00
NIWOT CO 80503 2 10/29/98 00
7992686 03 01/01/99 0
1
7992686 O 12/01/28
0
1841738 976/976 F 308,500.00 ZZ
360 308,247.12 1
1 JONATHAN WAY 7.000 2,052.46 63
6.750 2,052.46 496,500.00
SCOTTS VALLEY CA 95066 1 10/23/98 00
7992704 05 12/01/98 0
7992704 O 11/01/28
0
1841742 976/976 F 239,200.00 ZZ
360 238,994.05 1
13 DRIVER LANE 6.750 1,551.45 63
6.500 1,551.45 385,000.00
LITTLETON CO 80123 2 10/26/98 00
7993360 05 12/01/98 0
7993360 O 11/01/28
0
1841746 976/976 F 289,000.00 ZZ
360 288,558.84 1
246 ZINFANDEL RD. 7.375 1,996.05 75
7.125 1,996.05 390,000.00
HEALDSBURG CA 95448 2 09/01/98 00
7993396 05 11/01/98 0
7993396 O 10/01/28
0
1841750 976/976 F 373,100.00 ZZ
360 372,530.46 1
3319 LOIRE COURT 7.375 2,576.91 80
7.125 2,576.91 466,433.00
SAN JOSE CA 95135 1 09/04/98 00
7993434 05 11/01/98 0
7993434 O 10/01/28
0
1841751 976/976 F 238,450.00 ZZ
360 237,370.18 1
1428 NORTH FAIRVIEW ST 7.375 1,646.91 95
7.125 1,646.91 251,000.00
BURBANK CA 91505 1 07/14/98 10
7993447 05 09/01/98 30
7993447 O 08/01/28
0
1
1841755 976/976 F 332,000.00 ZZ
360 331,493.20 1
575 OXFORD ST. 7.375 2,293.04 84
7.125 2,293.04 396,000.00
SAN FRANCISCO CA 94134 2 09/03/98 12
7993507 05 11/01/98 25
7993507 O 10/01/28
0
1841756 976/976 F 251,000.00 ZZ
360 250,616.85 1
940 KIRKCREST ROAD 7.375 1,733.59 53
7.125 1,733.59 475,000.00
ALAMO CA 94507 2 09/15/98 00
7993559 05 11/01/98 0
7993559 O 10/01/28
0
1841758 976/976 F 277,750.00 ZZ
360 277,464.41 1
229 MCKENNA CREEK DRIVE 6.875 1,824.62 74
6.625 1,824.62 380,000.00
GAHANNA OH 43230 2 10/22/98 00
7993949 05 12/01/98 0
7993949 O 11/01/28
0
1841767 976/976 F 409,250.00 ZZ
360 408,897.64 1
2120 KINSMON DRIVE 6.750 2,654.39 90
6.500 2,654.39 454,766.00
MARIETTA GA 30062 1 10/28/98 01
7997672 05 12/01/98 25
7997672 O 11/01/28
0
1841784 964/G01 F 316,000.00 ZZ
360 315,727.93 1
46 DEER PARK AVENUE 6.750 2,049.57 80
6.500 2,049.57 395,000.00
SAN RAFAEL CA 94901 1 10/07/98 00
0431114198 05 12/01/98 0
43499 O 11/01/28
0
1841787 964/G01 F 251,000.00 ZZ
360 251,000.00 1
1465 CAMBRIDGE STREET 7.000 1,669.91 80
6.750 1,669.91 314,160.00
1
NOVATO CA 94947 1 11/05/98 00
0431107143 05 01/01/99 0
38275 O 12/01/28
0
1841789 J95/J95 F 316,800.00 ZZ
360 316,266.16 1
11507 TRILLIUM STREET 6.875 2,081.16 90
6.625 2,081.16 352,000.00
MITCHELLVILLE MD 20716 2 09/22/98 04
0016122483 03 11/01/98 25
0016122483 O 10/01/28
0
1841790 375/G01 F 520,000.00 ZZ
360 518,441.71 1
8901 ATLANTIC AVENUE 7.500 3,635.92 80
7.250 3,635.92 650,000.00
MARGATE NJ 08042 1 07/15/98 00
0431112903 05 09/01/98 0
739494 O 08/01/28
0
1841792 964/G01 F 293,000.00 ZZ
360 292,753.85 1
14 TENAYA LANE 6.875 1,924.80 31
6.625 1,924.80 950,000.00
NOVATO CA 94947 2 10/14/98 00
0431106921 05 12/01/98 0
42822 O 11/01/28
0
1841795 J95/J95 F 350,000.00 T
360 349,726.96 1
2445 WEST GULF DRIVE #23 7.250 2,387.62 80
7.000 2,387.62 439,000.00
SANIBEL FL 33957 1 10/16/98 00
0009528902 01 12/01/98 0
0009528902 O 11/01/28
0
1841801 J95/J95 F 314,000.00 ZZ
360 313,736.20 1
10670 CANTERBERRY ROAD 6.875 2,062.76 77
6.625 2,062.76 411,000.00
FAIRFAX STATION VA 22039 5 10/13/98 00
0009530924 03 12/01/98 0
0009530924 O 11/01/28
0
1
1841805 J95/J95 F 261,150.00 ZZ
360 260,951.28 1
3863 ARUBA CIRCLE 7.375 1,803.70 51
7.125 1,803.70 515,000.00
HUNTINGTON BEAC CA 92649 2 10/07/98 00
13436191 03 12/01/98 0
13436191 O 11/01/28
0
1841829 J95/J95 F 268,000.00 ZZ
360 267,780.31 1
6142 ROSO STREET 7.000 1,783.02 80
6.750 1,783.02 335,000.00
SPRINGFIELD VA 22150 1 10/22/98 00
9396862 03 12/01/98 0
9396862 O 11/01/28
0
1841834 J95/J95 F 279,200.00 ZZ
360 277,905.55 1
474 ARCHCOVE COURT 7.375 1,928.37 80
7.125 1,928.37 349,000.00
SAN JOSE CA 95111 1 05/21/98 00
7972433 05 07/01/98 0
7972433 O 06/01/28
0
1841858 J95/J95 F 348,000.00 ZZ
360 347,714.74 1
63 SPRING HILL ROAD 7.000 2,315.26 80
6.750 2,315.26 435,000.00
ANNANDALE NJ 08801 1 10/14/98 00
9515867 05 12/01/98 0
9515867 O 11/01/28
0
1841867 J95/J95 F 281,800.00 ZZ
360 281,569.00 1
6043 EAST YUCCA STREET 7.000 1,874.83 63
6.750 1,874.83 450,000.00
SCOTTSDALE AZ 85254 2 10/05/98 00
16197501 03 12/01/98 0
16197501 O 11/01/28
0
1841871 J95/J95 F 324,000.00 ZZ
360 323,747.24 1
1
16 WARD LANE 7.250 2,210.26 90
7.000 2,210.26 360,000.00
DARIEN CT 06820 1 10/20/98 10
16269631 01 12/01/98 25
16269631 O 11/01/28
0
1841874 J95/J95 F 326,400.00 ZZ
360 326,132.45 1
963 KINGS CROWN DRIVE 7.000 2,171.55 80
6.750 2,171.55 408,000.00
SANIBEL ISLAND FL 33957 1 10/20/98 00
0009552373 05 12/01/98 0
0009552373 O 11/01/28
0
1841881 J95/J95 F 262,000.00 ZZ
360 261,569.21 1
4081 ST PETERSBURG STREET 7.000 1,743.10 78
6.750 1,743.10 337,000.00
BOULDER CO 80301 2 09/30/98 00
16234213 03 11/01/98 0
16234213 O 10/01/28
0
1841882 J95/J95 F 181,450.00 ZZ
360 181,158.92 1
10021 CAIRN MOUNTAIN WAY 7.125 1,222.47 80
6.875 1,222.47 226,825.00
BRISTOW VA 20136 1 09/24/98 00
16064438 03 11/01/98 0
16064438 O 10/01/28
0
1841902 196/G01 F 272,250.00 ZZ
360 272,042.83 1
5250 DUNKIRK LANE 7.375 1,880.37 75
7.125 1,880.37 363,000.00
PLYMOUTH MN 55446 5 10/30/98 00
0431110162 05 12/01/98 0
1188116 O 11/01/28
0
1841904 196/G01 F 261,500.00 ZZ
360 261,285.65 1
3932 SAN MATEO AVENUE 7.000 1,739.77 80
6.750 1,739.77 327,000.00
LOS ALAMITOS CA 90720 2 10/06/98 00
0431110212 05 12/01/98 0
1
1189491 O 11/01/28
0
1841905 196/G01 F 300,000.00 ZZ
360 299,754.09 1
3502 DUPONT STREET 7.000 1,995.91 43
6.750 1,995.91 710,000.00
SAN DIEGO CA 92106 1 10/26/98 00
0431111160 05 12/01/98 0
1216294 O 11/01/28
0
1841907 196/G01 F 253,500.00 ZZ
360 253,307.10 1
3825 VIA DEL RANCHO 7.375 1,750.87 80
7.125 1,750.87 316,900.00
OCEANSIDE CA 92056 1 10/15/98 00
0431110428 03 12/01/98 0
1196426 O 11/01/28
0
1841909 196/G01 F 255,200.00 ZZ
360 255,200.00 1
9017 STATE ROUTE 162 7.625 1,806.29 80
7.375 1,806.29 319,000.00
TROY IL 62294 1 11/02/98 00
0431110352 05 01/01/99 0
1192167 O 12/01/28
0
1841942 J95/J95 F 337,500.00 ZZ
360 337,216.45 1
16 HAMPTON AVENUE 6.875 2,217.14 73
6.625 2,217.14 465,000.00
SAN ANSELMO CA 94960 2 10/05/98 00
16177172 05 12/01/98 0
16177172 O 11/01/28
0
1841948 J95/J95 F 252,900.00 ZZ
360 252,532.76 1
13821 NE 93RD COURT 7.625 1,790.01 80
7.375 1,790.01 316,179.00
REDMOND WA 98052 1 10/02/98 00
13352315 05 11/01/98 0
13352315 O 10/01/28
0
1
1841951 J95/J95 F 292,000.00 ZZ
360 291,754.68 1
4066 SPRING KNOLL DRIVE 6.875 1,918.24 57
6.625 1,918.24 515,000.00
EUGENE OR 97405 5 10/14/98 00
16252645 05 12/01/98 0
16252645 O 11/01/28
0
1841956 J95/J95 F 570,000.00 ZZ
360 569,521.13 1
204 SARATOGA VEIN COURT 6.875 3,744.50 68
6.625 3,744.50 850,000.00
CASTLE ROCK CO 80104 2 10/12/98 00
16269912 03 12/01/98 0
16269912 O 11/01/28
0
1841964 J95/J95 F 284,000.00 ZZ
360 283,783.90 1
2202 MANOR GATE TERRACE 7.375 1,961.52 78
7.125 1,961.52 367,000.00
UPPER MARLBORO MD 20772 2 10/21/98 00
9540949 05 12/01/98 0
9540949 O 11/01/28
0
1841969 J95/J95 F 268,850.00 ZZ
360 268,635.00 1
13856 NW FALCONRIDGE LANE 7.125 1,811.30 80
6.875 1,811.30 336,105.00
PORTLAND OR 97229 1 10/15/98 00
16262339 03 12/01/98 0
16262339 O 11/01/28
0
1841970 J95/J95 F 270,000.00 ZZ
360 269,587.82 1
7 TOLFORD HILL ROAD 7.375 1,864.83 53
7.125 1,864.83 512,000.00
BEDFORD NH 03110 1 09/30/98 00
001621758 05 11/01/98 0
001621758 O 10/01/28
0
1841972 J95/J95 F 240,200.00 ZZ
360 239,833.34 1
269 WINDING CREEK DRIVE 7.375 1,659.00 79
7.125 1,659.00 305,000.00
1
NAPERVILLE IL 60565 2 09/29/98 00
13182704 05 11/01/98 0
13182704 O 10/01/28
0
1841974 J95/J95 F 333,000.00 ZZ
360 332,727.04 1
4639 EAST MOUNTAIN VIEW COURT 7.000 2,215.46 90
6.750 2,215.46 370,000.00
PHOENIX AZ 85028 1 10/05/98 10
001625053 03 12/01/98 25
001625053 O 11/01/28
0
1842005 M29/G01 F 291,000.00 ZZ
360 291,000.00 1
210 MESA DRIVE 7.250 1,985.14 75
7.000 1,985.14 388,000.00
EAGLE CO 81631 2 11/13/98 00
0431112630 03 01/01/99 0
0000 O 12/01/28
0
1842011 076/076 F 380,000.00 ZZ
360 379,710.85 1
1974 GARMISH COURT 7.375 2,624.57 79
7.125 2,624.57 485,000.00
SOUTH LAKE TAHO CA 96150 1 10/13/98 00
0092130 03 12/01/98 0
0092130 O 11/01/28
0
1842012 076/076 F 326,000.00 ZZ
360 325,193.65 1
7685 SAINT MARLO COUNTRY CLUB 7.000 2,168.89 78
6.750 2,168.89 422,000.00
DULUTH GA 30097 1 09/08/98 00
92261 03 10/01/98 0
92261 O 09/01/28
0
1842014 076/076 F 550,000.00 ZZ
360 549,095.69 1
1 WINDEMERE LANE 7.000 3,659.17 62
6.750 3,659.17 890,000.00
WELLESLEY MA 02482 1 09/29/98 00
1352153 05 11/01/98 0
1352153 O 10/01/28
0
1
1842017 076/076 F 245,000.00 ZZ
360 244,635.20 1
9 LORING DRIVE 7.500 1,713.08 34
7.250 1,713.08 725,000.00
NORWELL MA 02061 2 09/16/98 00
1369353 05 11/01/98 0
1369353 O 10/01/28
0
1842018 076/076 F 400,000.00 ZZ
360 399,389.37 1
73 SOWAMS ROAD 7.375 2,762.71 80
7.125 2,762.71 500,000.00
BARRINGTON RI 02806 1 09/14/98 00
1377403 05 11/01/98 0
1377403 O 10/01/28
0
1842021 076/076 F 256,400.00 ZZ
360 256,189.83 1
1713 PEMBROKE LANE 7.000 1,705.84 78
6.750 1,705.84 330,000.00
MCKINNEY TX 75070 1 10/06/98 00
7221370 03 12/01/98 0
7221370 O 11/01/28
0
1842022 076/076 F 240,000.00 ZZ
360 238,636.40 1
5 TANGLEWOOD LANE 7.500 1,678.12 64
7.250 1,678.12 380,000.00
NORWALK CT 06851 5 09/21/98 00
7230402 05 11/01/98 0
7230402 O 10/01/28
0
1842023 076/076 F 289,000.00 ZZ
360 288,558.82 1
18 WEST HAMILTON PLACE 7.375 1,996.06 88
7.125 1,996.06 329,000.00
JERSEY CITY NJ 07302 1 09/29/98 12
7243385 05 11/01/98 25
7243385 O 10/01/28
0
1842025 076/076 F 284,000.00 ZZ
360 283,394.75 1
1
1470 OLIVER AVENUE 7.750 2,034.62 80
7.500 2,034.62 355,000.00
SAN DIEGO CA 92109 2 08/06/98 00
7247042 05 10/01/98 0
7247042 O 09/01/28
0
1842029 076/076 F 298,750.00 T
360 298,293.96 1
27425 NORTH MONTANA DRIVE 7.375 2,063.39 80
7.125 2,063.39 375,000.00
RIO VERDE AZ 85263 2 09/29/98 00
7252801 03 11/01/98 0
7252801 O 10/01/28
0
1842030 076/076 F 240,000.00 ZZ
360 239,434.94 1
728 W JACKSON BLVD 7.250 1,637.22 74
#1106 7.000 1,637.22 325,000.00
CHICAGO IL 60661 2 08/21/98 00
7252979 01 10/01/98 0
7252979 O 09/01/28
0
1842032 076/076 F 270,000.00 ZZ
360 269,587.82 1
16386 SHANNON ROAD 7.375 1,864.83 45
7.125 1,864.83 600,000.00
LOS GATOS CA 95032 5 09/17/98 00
7253486 05 11/01/98 0
7253486 O 10/01/28
0
1842033 076/076 F 254,250.00 ZZ
360 253,589.59 1
108 HIGH COACH WAY 6.750 1,649.06 73
6.500 1,649.06 350,000.00
MADISON AL 35758 1 08/19/98 00
7254332 03 10/01/98 0
7254332 O 09/01/28
0
1842034 076/076 F 268,000.00 ZZ
360 267,054.82 1
962 OLD YORK ROAD 6.625 1,716.03 80
6.375 1,716.03 335,000.00
NESHANIC STATIO NJ 08853 1 08/31/98 00
7255449 05 10/01/98 0
1
7255449 O 09/01/28
0
1842035 076/076 F 282,400.00 ZZ
360 282,009.72 1
1540 BALSAM WAY DR 7.875 2,047.60 80
7.625 2,047.60 353,000.00
MILFORD MI 48381 2 09/24/98 00
7255869 01 11/01/98 0
7255869 O 10/01/28
0
1842036 076/076 F 336,950.00 ZZ
360 336,382.22 1
5007 KRISTINA COURT 6.875 2,213.52 80
6.625 2,213.52 426,000.00
FAIRFAX VA 22030 1 09/15/98 00
7256138 03 11/01/98 0
7256138 O 10/01/28
0
1842044 076/076 F 261,600.00 ZZ
360 260,920.50 1
4009 HEATHGATE LANE 6.750 1,696.73 80
6.500 1,696.73 327,000.00
RALEIGH NC 27613 1 08/28/98 00
7260407 05 10/01/98 0
7260407 O 09/01/28
0
1842046 076/076 F 256,000.00 ZZ
360 255,351.08 1
1445 DEWBERRY COURT 6.875 1,681.74 80
6.625 1,681.74 320,000.00
MCLEAN VA 22101 1 08/28/98 00
7260994 05 10/01/98 0
7260994 O 09/01/28
0
1842047 076/076 F 243,000.00 ZZ
360 242,307.36 1
5325 GERINE BLOSSOM DRIVE 7.625 1,719.94 79
7.375 1,719.94 310,000.00
SAN JOSE CA 95123 2 08/24/98 00
7261227 05 10/01/98 0
7261227 O 09/01/28
0
1
1842049 076/076 F 275,600.00 ZZ
360 275,379.61 1
13232 BEDFORD AVENUE 7.125 1,856.77 80
6.875 1,856.77 345,000.00
OMAHA NE 68164 1 10/09/98 00
7261910 05 12/01/98 0
7261910 O 11/01/28
0
1842050 076/076 F 233,600.00 ZZ
360 233,243.40 1
119 WINDSONG DRIVE 7.375 1,613.42 95
7.125 1,613.42 245,900.00
STOCKBRIDGE GA 30281 1 09/18/98 12
7262746 03 11/01/98 30
7262746 O 10/01/28
0
1842051 076/076 F 245,000.00 ZZ
360 244,576.93 1
1809 TOLWORTH DRIVE 6.750 1,589.07 72
6.500 1,589.07 345,000.00
VIRGINIA BEACH VA 23454 1 09/28/98 00
7263637 05 11/01/98 0
7263637 O 10/01/28
0
1842055 076/076 F 300,000.00 ZZ
360 299,564.36 1
1044 N GLENHURST 7.625 2,123.38 49
7.375 2,123.38 620,000.00
BIRMINGHAM MI 48009 5 09/22/98 00
7265613 05 11/01/98 0
7265613 O 10/01/28
0
1842058 076/076 F 492,000.00 ZZ
360 491,061.23 1
333 ST MARTIN DRIVE 7.250 3,356.31 80
7.000 3,356.31 615,000.00
REDWOOD CITY CA 94065 1 09/22/98 00
7266688 03 11/01/98 0
7266688 O 10/01/28
0
1842060 076/076 F 840,000.00 ZZ
360 838,840.03 1
32 BENT TREE LANE 7.875 6,090.59 65
7.625 6,090.59 1,300,000.00
1
HILTON HEAD ISL SC 29926 2 09/21/98 00
7267607 03 11/01/98 0
7267607 O 10/01/28
0
1842061 076/076 F 360,000.00 ZZ
360 359,436.62 1
1836 HOMEWOOD DRIVE 7.250 2,455.84 80
7.000 2,455.84 450,000.00
ALTADENA CA 91001 1 09/04/98 00
7268654 05 11/01/98 0
7268654 O 10/01/28
0
1842062 076/076 F 325,950.00 ZZ
360 325,201.34 1
16748 NORTH 108TH STREET 7.375 2,251.26 78
7.125 2,251.26 420,000.00
SCOTTSDALE AZ 85259 1 08/17/98 10
7269044 03 10/01/98 12
7269044 O 09/01/28
0
1842063 076/076 F 244,400.00 ZZ
360 243,988.16 1
7607 GEORGIAN DRIVE 6.875 1,605.54 87
6.625 1,605.54 282,500.00
UPPER MARLBORO MD 20772 2 09/30/98 12
7269082 05 11/01/98 25
7269082 O 10/01/28
0
1842064 076/076 F 488,750.00 ZZ
360 488,413.64 1
376 SHERIDAN ROAD 7.875 3,543.78 85
7.625 3,543.78 575,000.00
HIGHLAND PARK IL 60035 2 10/13/98 12
7269362 05 12/01/98 12
7269362 O 11/01/28
0
1842068 076/076 F 244,500.00 ZZ
360 244,135.96 1
1 BARRINGTON 7.500 1,709.58 79
7.250 1,709.58 311,000.00
ALISO VIEJO CA 92656 2 09/16/98 00
7269974 03 11/01/98 0
7269974 O 10/01/28
0
1
1842070 076/076 F 237,750.00 ZZ
360 237,396.01 1
2925 THORNHILL ROAD SOUTHEAST 7.500 1,662.38 75
7.250 1,662.38 317,000.00
PUYALLUP WA 98374 5 09/23/98 00
7270168 03 11/01/98 0
7270168 O 10/01/28
0
1842071 076/076 F 248,800.00 ZZ
360 248,456.42 1
5 MAHOGANYLANE 7.875 1,803.98 94
7.625 1,803.98 267,000.00
SIMI VALLEY CA 93065 1 09/11/98 12
7270425 03 11/01/98 30
7270425 O 10/01/28
0
1842072 076/076 F 337,500.00 ZZ
360 336,917.20 1
14546 166TH AVE NORTHEAST 6.750 2,189.02 75
6.500 2,189.02 450,000.00
WOODINVILLE WA 98072 5 09/29/98 00
7270638 05 11/01/98 0
7270638 O 10/01/28
0
1842073 076/076 F 275,250.00 ZZ
360 274,738.76 1
190 TREADWICK DRIVE 6.375 1,717.21 68
6.125 1,717.21 405,000.00
ATLANTA GA 30350 2 09/24/98 00
7271020 03 11/01/98 0
7271020 O 10/01/28
0
1842074 076/076 F 340,000.00 ZZ
240 339,306.72 1
53 COLLEGE AVENUE 6.500 2,534.95 79
6.250 2,534.95 435,000.00
ANNAPOLIS MD 21401 2 10/09/98 00
7271847 05 12/01/98 0
7271847 O 11/01/18
0
1842077 076/076 F 300,000.00 ZZ
360 299,741.71 1
1
468 MARLBRIDGE ROAD 6.750 1,945.79 78
6.500 1,945.79 389,000.00
BRYN MAWR PA 19010 1 10/15/98 00
7273406 05 12/01/98 0
7273406 O 11/01/28
0
1842079 076/076 F 233,600.00 ZZ
360 233,206.36 1
820 CENTRAL STREET 6.875 1,534.59 79
6.625 1,534.59 298,000.00
HOLLISTON MA 01746 1 09/18/98 00
7273661 05 11/01/98 0
7273661 O 10/01/28
0
1842085 076/076 F 266,250.00 ZZ
360 265,790.51 1
6205 NORHAM 7.125 1,793.78 75
6.875 1,793.78 355,000.00
BLOOMFIELD HILL MI 48301 2 09/29/98 00
7275466 05 11/01/98 0
7275466 O 10/01/28
0
1842086 076/076 F 336,000.00 ZZ
360 335,419.79 1
5701 EDGEWOOD 6.750 2,179.29 79
6.500 2,179.29 430,000.00
LITTLE ROCK AR 72207 1 09/30/98 00
7275502 05 11/01/98 0
7275502 O 10/01/28
0
1842091 076/076 F 303,750.00 ZZ
360 303,468.66 1
17200 QUAIL CREEK CIRCLE 6.375 1,895.01 75
6.125 1,895.01 405,000.00
HAMILTON VA 20158 2 10/09/98 00
7277963 03 12/01/98 0
7277963 O 11/01/28
0
1842092 076/076 F 291,000.00 ZZ
360 290,749.45 1
3131 HUNTING TWEEN DRIVE 6.750 1,887.43 77
6.500 1,887.43 380,000.00
OWINGS MILLS MD 21117 2 10/21/98 00
7278754 05 12/01/98 0
1
7278754 O 11/01/28
0
1842093 076/076 F 423,350.00 ZZ
360 423,027.86 1
5018 RADBROOK PLACE 7.375 2,923.98 72
7.125 2,923.98 595,000.00
DALLAS TX 75220 2 10/01/98 00
7278780 05 12/01/98 0
7278780 O 11/01/28
0
1842097 076/076 F 274,100.00 ZZ
360 273,691.88 1
2325 TALON DRIVE 7.500 1,916.55 79
7.250 1,916.55 350,000.00
LATROBE CA 95682 1 09/11/98 00
7279281 03 11/01/98 0
7279281 O 10/01/28
0
1842098 076/076 F 235,100.00 ZZ
360 234,897.58 1
6520 CHERBOURG CIRCLE 6.750 1,524.86 80
6.500 1,524.86 293,906.00
INDIANAPOLIS IN 46220 1 10/15/98 00
7279304 03 12/01/98 0
7279304 O 11/01/28
0
1842099 076/076 F 453,250.00 ZZ
360 452,540.70 1
9191 LATIGO CANYON 7.250 3,091.97 75
7.000 3,091.97 604,500.00
SILVERADO CA 92676 1 09/21/98 00
7279317 03 11/01/98 0
7279317 O 10/01/28
0
1842101 076/076 F 650,000.00 ZZ
360 648,877.57 1
1821 ELGIN DRIVE 6.750 4,215.89 80
6.500 4,215.89 822,000.00
VIENNA VA 22182 1 09/18/98 00
7279525 03 11/01/98 0
7279525 O 10/01/28
0
1
1842102 076/076 F 611,900.00 ZZ
360 610,893.93 1
921 PARKVIEW LANE 7.000 4,070.99 80
6.750 4,070.99 770,000.00
SOUTHLAKE TX 76092 2 09/25/98 00
7279641 03 11/01/98 0
7279641 O 10/01/28
0
1842104 076/076 F 348,000.00 ZZ
360 347,441.75 1
29401 CLIPPER WAY 7.125 2,344.55 80
6.875 2,344.55 435,000.00
LAGUNA NIGUEL CA 92677 1 09/30/98 00
7280023 03 11/01/98 0
7280023 O 10/01/28
0
1842107 076/076 F 367,500.00 ZZ
360 366,880.73 1
327 CLARK ROAD 6.875 2,414.22 75
6.625 2,414.22 490,000.00
BROOKLINE MA 02445 5 09/08/98 00
7282257 05 11/01/98 0
7282257 O 10/01/28
0
1842110 076/076 F 399,000.00 ZZ
360 398,680.92 1
235 MYSTIC VALLEY PARKWAY 7.125 2,688.14 77
6.875 2,688.14 524,000.00
WINCHESTER MA 01890 2 10/06/98 00
7282547 05 12/01/98 0
7282547 O 11/01/28
0
1842113 076/076 F 386,750.00 ZZ
348 386,093.03 1
358 WEST TAM-O-SHANTER 7.250 2,664.11 85
7.000 2,664.11 455,000.00
PHOENIX AZ 85023 2 10/01/98 01
7293382 03 11/01/98 12
7293382 O 10/01/27
0
1842114 076/076 F 504,000.00 ZZ
360 503,171.33 1
12505 SHIRE LANE 7.000 3,353.13 80
6.750 3,353.13 630,000.00
1
OKLAHOMA CITY OK 73170 2 09/28/98 00
7297171 03 11/01/98 0
7297171 O 10/01/28
0
1842116 076/076 F 399,500.00 ZZ
360 398,332.32 1
1320 NORTH COUNTY ROAD 31 7.625 2,827.64 85
7.375 2,827.64 470,000.00
BERTHOUD CO 80513 2 07/24/98 14
7302905 05 09/01/98 12
7302905 O 08/01/28
0
1842120 076/076 F 295,000.00 ZZ
360 294,490.59 1
19365 BUCKINGHAM PLACE 6.750 1,913.37 66
6.500 1,913.37 449,000.00
BROOKFIELD WI 53045 5 10/01/98 00
7308260 05 11/01/98 0
7308260 O 10/01/28
0
1842121 076/076 F 374,000.00 ZZ
360 373,429.07 1
1453 EAST GOODRICH LANE 7.375 2,583.13 54
7.125 2,583.13 693,000.00
FOX POINT WI 53217 2 09/28/98 00
7308275 05 11/01/98 0
7308275 O 10/01/28
0
1842122 076/076 F 265,500.00 ZZ
360 265,094.70 1
119 HAMILTON ROAD 7.375 1,833.75 90
7.125 1,833.75 295,000.00
LANDENBERG PA 19350 1 09/21/98 11
7312035 03 11/01/98 25
7312035 O 10/01/28
0
1842123 076/076 F 406,500.00 ZZ
360 405,570.43 1
460 STRATHAVEN DR 6.625 2,602.87 79
6.375 2,602.87 515,000.00
FINDLAY OH 45840 2 09/22/98 00
7313919 05 11/01/98 0
7313919 O 10/01/28
0
1
1842124 076/076 F 640,000.00 ZZ
360 638,337.59 1
13517 WESTON PARK 6.750 4,151.03 80
6.500 4,151.03 800,000.00
TOWN AND COUNTR MO 63131 1 08/07/98 00
7315490 05 10/01/98 0
7315490 O 09/01/28
0
1842127 076/076 F 251,500.00 ZZ
360 251,116.08 1
629 WILKERSON ROAD 7.375 1,737.05 55
7.125 1,737.05 465,000.00
FAIRBORN OH 45324 2 09/23/98 00
7317835 05 11/01/98 0
7317835 O 10/01/28
0
1842131 076/076 F 276,700.00 ZZ
348 276,195.40 1
15968 LONGMEADOW LN 6.875 1,836.84 83
6.625 1,836.84 335,000.00
COLORADO SPRING CO 80921 1 09/16/98 01
7321799 03 11/01/98 25
7321799 O 10/01/27
0
1842135 076/076 F 481,150.00 ZZ
360 480,415.51 1
9183 E MOUNTAIN SPRINGS ROAD 7.375 3,323.19 80
7.125 3,323.19 605,000.00
SCOTTSDALE AZ 85255 1 09/04/98 00
7324000 03 11/01/98 0
7324000 O 10/01/28
0
1842136 076/076 F 250,000.00 ZZ
360 249,804.97 1
12529 E SILVER SPUR STREET 7.250 1,705.45 53
7.000 1,705.45 475,000.00
SCOTTSDALE AZ 85259 2 10/06/98 00
7325161 05 12/01/98 0
7325161 O 11/01/28
0
1842137 076/076 F 333,000.00 ZZ
360 332,401.52 1
1
625 13TH AVENUE PLACE NW 7.125 2,243.49 90
6.875 2,243.49 370,000.00
HICKORY NC 28601 2 09/08/98 11
7325246 05 11/01/98 25
7325246 O 10/01/28
0
1842139 076/076 F 260,450.00 ZZ
360 260,021.76 1
7623 EAST WING SHADOW ROAD 7.000 1,732.79 90
6.750 1,732.79 290,000.00
SCOTTSDALE AZ 85255 1 09/16/98 14
7325737 03 11/01/98 30
7325737 O 10/01/28
0
1842143 076/076 F 297,000.00 ZZ
360 296,017.64 1
11359 HOYDALE ROW 7.000 1,975.95 90
6.750 1,975.95 332,000.00
SAN DIEGO CA 92128 1 07/22/98 14
7332484 03 09/01/98 25
7332484 O 08/01/28
0
1842144 076/076 F 233,000.00 ZZ
360 232,464.82 1
11009 BUCKEYE TRACE 7.375 1,609.28 88
7.125 1,609.28 265,000.00
GOSHEN KY 40026 1 09/02/98 14
7333171 05 10/01/98 25
7333171 O 09/01/28
0
1842146 076/076 F 232,750.00 ZZ
360 232,420.40 1
286 RUE PIPER 7.750 1,667.45 94
7.500 1,667.45 250,000.00
SLIDELL LA 70461 1 09/25/98 11
7335999 05 11/01/98 30
7335999 O 10/01/28
0
1842153 076/076 F 342,000.00 ZZ
360 341,739.76 1
4523 RIVERS EDGE DRIVE 7.375 2,362.11 76
7.125 2,362.11 450,000.00
TROY MI 48098 2 10/01/98 00
7347149 05 12/01/98 0
1
7347149 O 11/01/28
0
1842158 076/076 F 271,900.00 T
360 271,693.10 1
39 WASHAMAN AVENUE 7.375 1,877.95 80
7.125 1,877.95 340,000.00
NANTUCKET MA 02554 2 10/13/98 00
7354912 05 12/01/98 0
7354912 O 11/01/28
0
1842159 076/076 F 316,000.00 T
360 315,529.49 1
2445 W GULF DRIVE 7.500 2,209.52 77
#D35 7.250 2,209.52 415,000.00
SANIBEL FL 33957 1 09/24/98 00
7355715 01 11/01/98 0
7355715 O 10/01/28
0
1842161 076/076 F 240,500.00 ZZ
360 240,302.86 1
26 ESCANYO DRIVE 7.000 1,600.06 72
6.750 1,600.06 335,000.00
S SAN FRAN CA 94080 2 10/05/98 00
7357181 05 12/01/98 0
7357181 O 11/01/28
0
1842166 076/076 F 276,000.00 ZZ
360 275,556.72 1
14284 MARIANAPOLIS WAY 7.125 1,859.47 75
6.875 1,859.47 368,000.00
SAN DIEGO CA 92129 5 09/29/98 00
7403178 05 11/01/98 0
7403178 O 10/01/28
0
1842167 076/076 F 260,000.00 ZZ
360 259,786.88 1
4463 SOUTH ABINADI ROAD 7.000 1,729.79 77
6.750 1,729.79 340,000.00
SALT LAKE CITY UT 84124 1 10/08/98 00
7403469 05 12/01/98 0
7403469 O 11/01/28
0
1
1842171 076/076 F 258,490.00 ZZ
360 258,054.42 1
3161 HOOP PINE PLACE 6.875 1,698.10 73
6.625 1,698.10 358,500.00
SIMI VALLEY CA 93065 1 09/22/98 00
7404540 03 11/01/98 0
7404540 O 10/01/28
0
1842172 076/076 F 297,000.00 ZZ
360 296,535.24 1
1826 SOUTH 45 WEST 7.250 2,026.06 90
7.000 2,026.06 330,000.00
OREM UT 84058 2 09/29/98 10
7404972 05 11/01/98 25
7404972 O 10/01/28
0
1842177 076/076 F 310,000.00 ZZ
360 309,745.89 1
56 NORFOLK 7.000 2,062.44 55
6.750 2,062.44 570,000.00
CLARENDON HILLS IL 60514 2 10/07/98 00
7410030 05 12/01/98 0
7410030 O 11/01/28
0
1842181 076/076 F 335,000.00 ZZ
360 333,756.72 1
6945 N KEDVALE AVENUE 7.250 2,285.30 67
7.000 2,285.30 500,000.00
LINCOLNWOOD IL 60646 2 09/30/98 00
7810597 05 11/01/98 0
7810597 O 10/01/28
0
1842182 076/076 F 237,600.00 ZZ
360 236,246.01 1
4508 EDGEFIELD ROAD 7.125 1,600.76 80
6.875 1,600.76 297,000.00
KENSINGTON MD 20895 1 04/22/98 00
9599472 05 06/01/98 0
9599472 O 05/01/28
0
1842207 196/G01 F 258,000.00 ZZ
360 257,788.51 1
16890 EAST 116TH COURT 7.000 1,716.49 68
6.750 1,716.49 380,000.00
1
COMMERCE CITY CO 80022 2 10/26/98 00
0431105667 05 12/01/98 0
1212963 O 11/01/28
0
1842208 638/G01 F 240,000.00 ZZ
360 239,826.30 1
242 WIANNO AVENUE 7.625 1,698.70 40
7.375 1,698.70 615,000.00
BARNSTABLE MA 02655 2 10/22/98 00
0431105931 05 12/01/98 0
08802659 O 11/01/28
0
1842210 638/G01 F 199,200.00 ZZ
360 199,200.00 1
4592 NEWPORT AVENUE 7.875 1,444.34 80
7.625 1,444.34 249,000.00
SAN DIEGO CA 92107 1 11/05/98 00
0431105949 05 01/01/99 0
08812639 O 12/01/28
0
1842211 196/G01 F 232,400.00 ZZ
360 232,227.52 1
8153 PEACHTREE AVENUE 7.500 1,624.98 80
7.250 1,624.98 290,500.00
NEWARK CA 94560 1 10/21/98 00
0431105717 05 12/01/98 0
1214447 O 11/01/28
0
1842213 638/G01 F 261,250.00 ZZ
360 261,074.71 1
2070 DRISCOLL DRIVE 8.000 1,916.96 95
7.750 1,916.96 275,000.00
RENO NV 89509 1 10/28/98 10
0431112531 05 12/01/98 30
08808768 O 11/01/28
0
1842220 638/G01 F 460,000.00 ZZ
360 460,000.00 1
4456 YERBA SANTA DRIVE 7.750 3,295.50 80
7.500 3,295.50 575,000.00
SAN DIEGO CA 92115 1 11/05/98 00
0431105980 05 01/01/99 0
08818184 O 12/01/28
0
1
1842223 196/G01 F 310,000.00 ZZ
360 309,752.10 1
14 SUNSET PARK COVE 7.125 2,088.53 68
6.875 2,088.53 459,500.00
AUSTIN TX 78734 1 10/14/98 00
0431106038 03 12/01/98 0
1192397 O 11/01/28
0
1842249 638/G01 F 547,500.00 ZZ
360 547,062.17 1
5801 SONNY DRIVE 7.125 3,688.61 75
6.875 3,688.61 730,000.00
LOTHIAN MD 20711 5 10/23/98 00
0431111376 05 12/01/98 0
08800398 O 11/01/28
0
1842253 638/G01 F 143,500.00 ZZ
360 143,500.00 1
7142 ASTORIA STREET 7.500 1,003.37 70
7.250 1,003.37 205,000.00
SAN DIEGO CA 92111 2 11/04/98 00
0431111350 05 01/01/99 0
08809812 O 12/01/28
0
1842254 K08/G01 F 465,000.00 ZZ
360 465,000.00 1
12508 WOODSIDE CT. 6.875 3,054.72 79
6.625 3,054.72 590,000.00
SARATOGA CA 95070 2 11/05/98 00
0411118136 05 01/01/99 0
411118136 O 12/01/28
0
1842257 638/G01 F 476,000.00 T
360 476,000.00 1
949 LIGHTHOUSE DRIVE 7.375 3,287.61 80
7.125 3,287.61 595,000.00
COROLLA NC 27927 1 11/05/98 00
0431109388 05 01/01/99 0
08813826 O 12/01/28
0
1842261 638/G01 F 108,000.00 ZZ
360 107,915.75 1
1
155 ELIOT STREET 7.250 736.75 80
7.000 736.75 135,000.00
ASHLAND MA 01721 1 10/30/98 00
0431109354 05 12/01/98 0
08813508 O 11/01/28
0
1842262 638/G01 F 308,000.00 ZZ
360 308,000.00 1
1220 CARTER ROAD 7.250 2,101.10 80
7.000 2,101.10 385,000.00
SACRAMENTO CA 95864 5 11/02/98 00
0431109255 05 01/01/99 0
08812643 O 12/01/28
0
1842263 638/G01 F 352,000.00 ZZ
360 352,000.00 1
1441 CREST DRIVE 7.125 2,371.49 74
6.875 2,371.49 480,000.00
ENCINITAS CA 92024 2 11/04/98 00
0431109271 05 01/01/99 0
08808287 O 12/01/28
0
1842267 638/G01 F 77,600.00 ZZ
360 77,600.00 1
1438 LAGUNA CIRCLE 7.250 529.37 78
7.000 529.37 100,000.00
STOCKTON CA 95206 2 10/30/98 00
0431111301 05 01/01/99 0
08806557 O 12/01/28
0
1842269 K08/G01 F 245,800.00 ZZ
360 245,800.00 1
1343 NORTH JACKSON AVENUE 7.250 1,676.79 55
7.000 1,676.79 455,000.00
RIVER FOREST IL 60305 2 11/10/98 00
0411109341 05 01/01/99 0
411109341 O 12/01/28
0
1842279 638/G01 F 237,200.00 ZZ
360 237,200.00 1
5200 BROCKTON COURT 7.625 1,678.89 95
7.375 1,678.89 250,989.00
GLEN ALLEN VA 23060 1 11/13/98 19
0431108364 03 01/01/99 30
1
3174354 O 12/01/28
0
1842286 637/G01 F 390,000.00 ZZ
360 389,688.12 1
2725 HAWK VIEW 7.125 2,627.51 80
6.875 2,627.51 487,500.00
ARROYO GRANDE CA 93420 1 10/29/98 00
0431120955 03 12/01/98 0
0010148369 O 11/01/28
0
1842293 637/G01 F 519,000.00 ZZ
360 518,584.96 1
583 GELN ALTO DRIVE 7.125 3,496.60 70
6.875 3,496.60 745,000.00
LOS ALTOS CA 94024 2 10/26/98 00
0431111269 05 12/01/98 0
0010944932 O 11/01/28
0
1842296 637/G01 F 244,500.00 ZZ
360 244,313.96 1
14011 WESTVIEW FOREST DR 7.375 1,688.70 95
7.125 1,688.70 257,400.00
BOWIE MD 20720 1 10/26/98 14
0431110303 03 12/01/98 30
0011244274 O 11/01/28
0
1842300 637/G01 F 498,000.00 ZZ
360 497,591.79 1
1365 SUNRISE COURT 7.000 3,313.21 57
6.750 3,313.21 880,000.00
LOS ALTOS CA 94024 2 10/28/98 00
0431120989 05 12/01/98 0
0012779989 O 11/01/28
0
1842302 637/G01 F 267,000.00 ZZ
360 266,786.48 1
1811 KIRKLYN DRIVE 7.125 1,798.83 49
6.875 1,798.83 545,000.00
SAN JOSE CA 95124 2 10/14/98 00
0431106111 05 12/01/98 0
13431358 O 11/01/28
0
1
1842304 637/G01 F 334,000.00 ZZ
360 333,732.91 1
3212 CAMARILLO COURT 7.125 2,250.22 60
6.875 2,250.22 560,000.00
SAN JOSE CA 95135 2 10/26/98 00
0431111400 05 12/01/98 0
0010945467 O 11/01/28
0
1842305 G34/G01 F 241,870.00 ZZ
360 241,870.00 1
2604 PRESTONWOOD DRIVE 7.875 1,753.73 80
7.625 1,753.73 302,338.00
PLANO TX 75093 1 11/06/98 00
0431108075 05 01/01/99 0
81085378 O 12/01/28
0
1842307 637/G01 F 272,000.00 ZZ
360 271,777.04 1
15830 LOMA VISTA AVENUE 7.000 1,809.63 80
6.750 1,809.63 340,000.00
LOS GATOS CA 95030 1 10/23/98 00
0431109024 05 12/01/98 0
0010942332 O 11/01/28
0
1842313 637/G01 F 245,000.00 ZZ
360 244,703.65 1
5122 KELLER RIDGE DRIVE 6.875 1,609.48 69
6.625 1,609.48 360,000.00
CLAYTON CA 94517 2 10/16/98 00
0431122613 05 12/01/98 0
0010942043 O 11/01/28
0
1842320 685/G01 F 201,600.00 ZZ
360 201,600.00 1
4391 VALE STREET 7.250 1,375.27 80
7.000 1,375.27 252,000.00
IRVINE CA 92604 1 11/11/98 00
0431109172 03 01/01/99 0
117130 O 12/01/28
0
1842334 201/G01 F 286,300.00 ZZ
360 286,300.00 1
165 STONEY RIDGE DRIVE 7.000 1,904.77 75
6.750 1,904.77 385,000.00
1
ALPHARETTA GA 30022 2 11/12/98 00
0431110469 05 01/01/99 0
505291 O 12/01/28
0
1842343 201/G01 F 465,000.00 ZZ
360 464,569.31 1
6290 HOLLAND DRIVE 6.375 2,901.00 65
6.125 2,901.00 716,000.00
CUMMING GA 30041 4 10/30/98 00
0431110642 05 12/01/98 0
601936 O 11/01/28
0
1842356 201/G01 F 336,000.00 ZZ
360 335,717.71 1
75 TURTLE CREEK CIRCLE 6.875 2,207.29 80
6.625 2,207.29 420,000.00
OLDSMAR FL 34677 1 10/29/98 00
0431110782 03 12/01/98 0
5309108438 O 11/01/28
0
1842359 637/G01 F 300,000.00 ZZ
360 300,000.00 1
7222 CUTTING BLVD 6.625 1,920.94 80
6.375 1,920.94 375,000.00
EL CERRITO CA 94530 1 11/02/98 00
0431122720 05 01/01/99 0
0010147908 O 12/01/28
0
1842363 201/G01 F 256,000.00 ZZ
360 255,774.13 1
920 BURREN DRIVE 6.625 1,639.20 80
6.375 1,639.20 320,000.00
ALPHARETTA GA 30004 1 10/30/98 00
0431110808 03 12/01/98 0
407065 O 11/01/28
0
1842397 637/G01 F 36,000.00 ZZ
360 35,972.61 1
724 WELCH 10 7.375 248.64 80
7.125 248.64 45,000.00
DENTON TX 76201 1 10/28/98 00
0431114792 01 12/01/98 0
0011774874 O 11/01/28
0
1
1842403 637/G01 F 244,000.00 ZZ
360 243,795.01 1
421 VASSAR AVENUE 6.875 1,602.91 45
6.625 1,602.91 552,000.00
BERKELEY CA 94708 2 10/28/98 00
0431127588 05 12/01/98 0
0010146462 O 11/01/28
0
1842405 664/G01 F 298,000.00 ZZ
360 297,773.24 1
16898 CRANBROOK AVENUE 7.375 2,058.22 78
7.125 2,058.22 385,000.00
TORRANCE CA 90504 2 10/14/98 00
0431112622 05 12/01/98 0
2770501 O 11/01/28
0
1842412 E33/G01 F 500,000.00 ZZ
360 500,000.00 1
190 AHWAHNEE ROAD 7.250 3,410.89 33
7.000 3,410.89 1,550,000.00
LAKE FOREST IL 60045 2 11/13/98 00
0431111194 05 01/01/99 0
206284442 O 12/01/28
0
1842418 637/G01 F 281,000.00 ZZ
360 280,780.79 1
34313 XANADU TERRACE 7.250 1,916.92 80
7.000 1,916.92 353,000.00
FREMONT CA 94555 2 10/23/98 00
0431119189 03 12/01/98 0
0010945012 O 11/01/28
0
1842443 K08/G01 F 494,550.00 ZZ
360 494,164.21 1
9458 DERAMUS FARM COURT 7.250 3,373.70 73
7.000 3,373.70 685,000.00
VIENNA VA 22182 2 10/30/98 00
0411093404 03 12/01/98 0
411093404 O 11/01/28
0
1842450 225/225 F 150,000.00 ZZ
360 149,888.67 1
1
2562 VILLAMONTE COURT 7.500 1,048.83 67
7.250 1,048.83 225,445.00
CAMARILLO CA 93010 1 10/07/98 00
7061589 01 12/01/98 0
7061589 O 11/01/28
0
1842462 225/225 F 338,000.00 ZZ
360 337,736.32 1
12391 RANCHVIEW DRIVE 7.250 2,305.76 65
7.000 2,305.76 525,000.00
SANTA ANA AREA CA 92705 2 10/09/98 00
7064561 05 12/01/98 0
7064561 O 11/01/28
0
1842487 J95/J95 F 278,500.00 ZZ
360 278,254.28 1
113 NORTH FORESTVIEW LANE 6.625 1,783.27 84
6.375 1,783.27 333,000.00
AURORA IL 60504 2 10/22/98 10
0016308991 03 12/01/98 12
0016308991 O 11/01/28
0
1842496 J95/J95 F 251,100.00 ZZ
360 250,889.04 1
232 BELMONT AVENUE EAST 6.875 1,649.55 90
#406 6.625 1,649.55 279,000.00
SEATTLE WA 98102 1 10/01/98 04
13171186 08 12/01/98 25
13171186 O 11/01/28
0
1842506 J95/J95 F 431,000.00 ZZ
360 430,358.28 1
1880 TRESTLE GLEN ROAD 7.500 3,013.61 71
7.250 3,013.61 610,000.00
PIEDMONT CA 94610 2 09/29/98 00
13167754 05 11/01/98 0
13167754 O 10/01/28
0
1842518 K88/G01 F 250,000.00 ZZ
360 250,000.00 1
6 EDGEWOOD ROAD 7.500 1,748.05 42
7.250 1,748.05 605,000.00
MADISON NJ 07940 5 11/13/98 00
0431111228 05 01/01/99 0
1
9324 O 12/01/28
0
1842519 J95/J95 F 258,000.00 ZZ
360 257,777.86 1
1464 N MORNINGSIDE DRIVE 6.750 1,673.39 80
6.500 1,673.39 325,000.00
ATLANTA GA 30303 5 10/21/98 00
10132959 05 12/01/98 0
10132959 O 11/01/28
0
1842524 J95/J95 F 259,200.00 ZZ
360 258,763.23 1
1820 BUCKINGHAM COURT 6.875 1,702.76 80
6.625 1,702.76 324,000.00
KINGSPORT TN 37660 1 09/30/98 00
13215058 05 11/01/98 0
13215058 O 10/01/28
0
1842528 J95/J95 F 425,000.00 ZZ
360 423,216.09 1
19112 SIERRA MAJORCA ROAD 7.875 3,081.54 68
7.625 3,081.54 630,000.00
IRVINE CA 92612 2 05/22/98 00
12801395 03 07/01/98 0
12801395 O 06/01/28
0
1842532 E11/G01 F 380,000.00 ZZ
360 379,710.85 1
1660 E RIVERTON POINT 7.375 2,624.57 80
7.125 2,624.57 475,000.00
EAGAN MN 55122 1 11/03/98 00
0431106954 05 12/01/98 0
0320587 O 11/01/28
0
1842537 J95/J95 F 268,000.00 ZZ
360 267,806.03 1
1252 BIRD AVENUE 7.625 1,896.89 80
7.375 1,896.89 335,000.00
SAN JOSE CA 95125 2 10/09/98 00
13167895 05 12/01/98 0
13167895 O 11/01/28
0
1
1842544 J95/J95 F 260,000.00 ZZ
360 259,770.61 1
9 BROWN ROAD 6.625 1,664.81 73
6.375 1,664.81 358,000.00
WILTON NH 03086 2 10/22/98 00
0016168312 05 12/01/98 0
0016168312 O 11/01/28
0
1842575 J95/J95 F 255,000.00 ZZ
360 254,790.97 1
3841 EAST HERMOSA VISTA DRIVE 7.000 1,696.53 73
6.750 1,696.53 350,000.00
MESA AZ 85215 5 10/01/98 00
16249385 03 12/01/98 0
16249385 O 11/01/28
0
1842580 J95/J95 F 248,000.00 ZZ
360 247,592.25 1
2480 BROOKHILL DRIVE 7.000 1,649.95 80
6.750 1,649.95 310,000.00
CAMERILLO CA 93010 2 09/21/98 00
0013436787 05 11/01/98 0
0013436787 O 10/01/28
0
1842582 601/G01 F 218,400.00 ZZ
360 218,049.66 1
170 BOULDER BROOK DRIVE 7.125 1,471.40 80
6.875 1,471.40 273,000.00
BOULDER CREEK CA 95006 2 09/09/98 00
0431109479 05 11/01/98 0
1276160 O 10/01/28
0
1842593 J95/J95 F 650,000.00 ZZ
349 648,350.19 1
3480 WINDGARDEN COVE 7.250 4,473.71 65
7.000 4,473.71 1,000,000.00
MEMPHIS TN 38125 2 08/13/98 00
0005895990 03 10/01/98 0
0005895990 O 10/01/27
0
1842601 J95/J95 F 284,900.00 ZZ
360 284,419.93 1
3317 RUBY AVENUE 6.875 1,871.59 75
6.625 1,871.59 379,900.00
1
SAN JOSE CA 95135 1 09/25/98 00
0013166772 05 11/01/98 0
0013166772 O 10/01/28
0
1842607 676/676 F 148,000.00 ZZ
360 148,000.00 1
302 ANONIA STREET 7.125 997.11 32
6.875 997.11 465,000.00
HONOLULU HI 96822 2 11/02/98 00
0000 05 01/01/99 0
0000 O 12/01/28
0
1842630 J95/J95 F 179,650.00 ZZ
360 179,347.26 1
12366 FIFE NESS COURT 6.875 1,180.18 80
6.625 1,180.18 224,885.00
BRISTOW VA 20136 1 09/30/98 00
0007993538 03 11/01/98 0
0007993538 O 10/01/28
0
1842667 685/G01 F 263,200.00 ZZ
360 263,200.00 1
9814 SHOSHONE AVENUE 7.750 1,885.60 80
7.500 1,885.60 329,000.00
LOS ANGELES CA 91325 1 11/05/98 00
0431108935 05 01/01/99 0
116137 O 12/01/28
0
1842745 685/G01 F 319,200.00 ZZ
360 319,200.00 1
5565 VIA VERANO 7.250 2,177.51 80
7.000 2,177.51 399,000.00
YORBA LINDA CA 92887 1 11/10/98 00
0431109297 05 01/01/99 0
115833 O 12/01/28
0
1842752 685/G01 F 316,800.00 ZZ
360 316,800.00 1
2161 VIA TECA 51 7.750 2,269.60 80
7.500 2,269.60 396,000.00
SAN CLEMENTE CA 92673 1 11/13/98 00
0431110204 01 01/01/99 0
116013 O 12/01/28
0
1
1842764 J95/J95 F 330,550.00 ZZ
360 330,272.30 1
3450 SOUTH WINCHESTER WAY 6.875 2,171.48 80
6.625 2,171.48 413,224.00
ROWLAND HEIGHTS CA 91748 1 10/14/98 00
0013084835 03 12/01/98 0
0013084835 O 11/01/28
0
1842775 J95/J95 F 292,000.00 ZZ
360 291,766.49 1
4886 MOORPARK AVENUE 7.125 1,967.26 80
6.875 1,967.26 365,000.00
SAN JOSE CA 95129 1 10/06/98 00
0016213324 05 12/01/98 0
0016213324 O 11/01/28
0
1842784 J95/J95 F 253,600.00 ZZ
360 253,212.88 1
122 STATE STREET SOUTH 7.375 1,751.55 79
#E-125 7.125 1,751.55 325,000.00
KIRKLAND WA 98033 2 09/28/98 00
0013351408 01 11/01/98 0
0013351408 O 10/01/28
0
1842806 J95/J95 F 262,350.00 ZZ
360 262,140.19 1
22 GRAVERSHAM DRIVE 7.125 1,767.51 80
6.875 1,767.51 327,990.00
MARLBORO NJ 07746 1 10/20/98 00
0009492489 05 12/01/98 0
0009492489 O 11/01/28
0
1842811 356/G01 F 243,000.00 ZZ
360 243,000.00 1
11449 SEINE COURT 7.625 1,719.94 51
7.375 1,719.94 480,000.00
DUBLIN CA 94568 2 10/22/98 00
0431112085 03 01/01/99 0
2624161 O 12/01/28
0
1842869 J95/J95 F 437,000.00 ZZ
360 436,332.90 1
1
6715 WEMBERLY WAY 7.375 3,018.26 47
7.125 3,018.26 945,000.00
MCLEAN VA 22101 2 10/05/98 00
0016202822 05 11/01/98 0
0016202822 O 10/01/28
0
1842872 J95/J95 F 204,800.00 ZZ
360 204,623.67 1
4323 GALESBURY LANE 6.750 1,328.33 80
6.500 1,328.33 256,000.00
CHANTILLY VA 20151 1 10/22/98 00
0009547712 03 12/01/98 0
0009547712 O 11/01/28
0
1842877 J95/J95 F 239,900.00 ZZ
360 239,505.57 1
100 SPRING BROOK COURT 7.000 1,596.06 80
6.750 1,596.06 299,900.00
SOUTHLAKE TX 76092 1 10/02/98 00
0013397112 05 11/01/98 0
0013397112 O 10/01/28
0
1842883 J95/J95 F 321,600.00 ZZ
360 321,058.09 1
142 CAMINO DEL SOL 6.875 2,112.68 80
6.625 2,112.68 402,000.00
VALLEJO CA 94591 1 09/29/98 00
0013165535 03 11/01/98 0
0013165535 O 10/01/28
0
1842885 J95/J95 F 172,800.00 ZZ
360 172,522.80 1
1972 ROSE LANE 7.125 1,164.19 80
6.875 1,164.19 216,000.00
PLEASANT HILL CA 94523 1 09/24/98 00
0013409792 05 11/01/98 0
0013409792 O 10/01/28
0
1842892 J95/J95 F 229,750.00 ZZ
360 229,566.27 1
2707 DUNMOORE DRIVE 7.125 1,547.87 80
6.875 1,547.87 287,230.00
SNELLVILLE GA 30078 1 10/20/98 00
0010525384 03 12/01/98 0
1
0010525384 O 11/01/28
0
1842902 J95/J95 F 210,400.00 ZZ
360 210,243.85 1
880 ST MARY AVENUE 7.500 1,471.15 80
7.250 1,471.15 263,000.00
SAN LEANDRO CA 94577 1 10/20/98 00
0016180200 05 12/01/98 0
0016180200 O 11/01/28
0
1842909 J95/J95 F 300,000.00 ZZ
360 299,777.35 1
9665 NW 59 COURT 7.500 2,097.65 94
7.250 2,097.65 320,000.00
PARKLAND FL 33076 1 10/26/98 12
0010546687 03 12/01/98 30
0010546687 O 11/01/28
0
1842925 601/G01 F 324,000.00 ZZ
360 323,721.04 1
14825 WYRICK AVENUE 6.750 2,101.46 80
6.500 2,101.46 405,000.00
SAN JOSE CA 95124 1 10/08/98 00
0431117449 05 12/01/98 0
3006185 O 11/01/28
0
1842931 E11/G01 F 139,100.00 ZZ
360 139,100.00 1
106 GLEAHAVEN ROAD 7.125 937.14 74
6.875 937.14 189,100.00
WAYZATA MN 55391 1 11/12/98 00
0431107820 05 01/01/99 0
0320810 O 12/01/28
0
1842933 601/G01 F 316,000.00 ZZ
360 316,000.00 1
830 W 61ST TERRACE 7.125 2,128.95 80
6.875 2,128.95 395,000.00
KANSAS CITY MO 64113 1 11/03/98 00
0431119379 03 01/01/99 0
4000068935 O 12/01/28
0
1
1842945 J95/J95 F 352,800.00 ZZ
360 352,524.78 1
2113 WEST GIDDINGS STREET 7.250 2,406.72 90
7.000 2,406.72 392,000.00
CHICAGO IL 60625 1 10/23/98 04
0013182613 05 12/01/98 25
0013182613 O 11/01/28
0
1842947 601/G01 F 284,000.00 ZZ
360 283,772.88 1
4501 WOODWARD AVENUE 7.125 1,913.37 74
6.875 1,913.37 385,000.00
DOWNERS GROVE IL 60515 5 10/14/98 00
0431117415 05 12/01/98 0
1275698 O 11/01/28
0
1842950 601/G01 F 265,000.00 ZZ
360 264,788.08 1
16283 L STREET 7.125 1,785.36 75
6.875 1,785.36 355,000.00
OMAHA NE 68135 2 10/26/98 00
0431117324 05 12/01/98 0
12759130 O 11/01/28
0
1842951 J95/J95 F 498,000.00 ZZ
360 497,201.15 1
1595 LUPINE DEN COURT 7.125 3,355.12 80
6.875 3,355.12 630,000.00
VIENNA VA 22182 2 10/01/98 00
001699994 03 11/01/98 0
001699994 O 10/01/28
0
1842955 601/G01 F 488,000.00 ZZ
360 487,609.75 1
3625 CULPEPPER COURT 7.125 3,287.75 80
6.875 3,287.75 610,000.00
LINCOLN NE 68516 2 10/23/98 00
0431119510 05 12/01/98 0
12762506 O 11/01/28
0
1842956 J95/J95 F 300,000.00 ZZ
360 299,771.72 1
1925 ELDORADO CIRCLE 7.375 2,072.03 80
7.125 2,072.03 375,000.00
1
SUPERIOR CO 80027 5 10/20/98 00
0013502745 05 12/01/98 0
0013502745 O 11/01/28
0
1842958 J95/J95 F 430,400.00 ZZ
360 430,055.81 1
13033 WEST HARVARD AVENUE 7.125 2,899.69 80
6.875 2,899.69 538,000.00
LAKEWOOD CO 80228 2 10/06/98 00
0016187387 03 12/01/98 0
0016187387 O 11/01/28
0
1842997 601/G01 F 255,000.00 T
360 254,769.47 1
2500 WILL SCARLET PLACE 6.500 1,611.78 80
6.250 1,611.78 320,000.00
VIRGINIA BEACH VA 23454 1 10/20/98 00
0431119486 05 12/01/98 0
12880522 O 11/01/28
0
1843006 822/G01 F 278,000.00 ZZ
360 277,788.46 1
1174 WATERWHEEL DRIVE 7.375 1,920.08 70
7.125 1,920.08 397,500.00
YARDLEY PA 19067 5 10/19/98 00
0431113752 05 12/01/98 0
1206013891 O 11/01/28
0
1843008 601/G01 F 257,000.00 ZZ
360 256,794.48 1
3747 GOLDEN EAGLE CIRCLE 7.125 1,731.46 90
6.875 1,731.46 286,000.00
BLAIR NE 68008 2 10/29/98 10
0431117381 05 12/01/98 25
976M361 O 11/01/28
0
1843010 637/G01 F 534,000.00 ZZ
360 534,000.00 1
443 SUMMIT ROAD 6.875 3,508.00 68
6.625 3,508.00 790,000.00
WATSONVILLE CA 95076 2 11/03/98 00
0431124635 05 01/01/99 0
0013427256 O 12/01/28
0
1
1843030 601/G01 F 350,000.00 ZZ
360 349,720.11 1
585 LOBLOLLY LANE 7.125 2,358.02 77
6.875 2,358.02 460,000.00
CHARLOTTESVILLE VA 22903 5 10/26/98 00
0431119833 05 12/01/98 0
10205 O 11/01/28
0
1843031 L47/G01 F 296,000.00 ZZ
360 296,000.00 1
803 GREENWOOD ROAD 6.750 1,919.85 80
6.500 1,919.85 370,000.00
WILMINGTON DE 19807 1 11/18/98 00
0431126754 05 01/01/99 0
0320974 O 12/01/28
0
1843047 601/G01 F 400,000.00 ZZ
300 399,515.90 1
6 CRANBERRY LANE 7.125 2,859.10 67
6.875 2,859.10 599,900.00
LYNNFIELD MA 01940 1 10/22/98 00
0431119767 05 12/01/98 0
12631958 O 11/01/23
0
1843061 601/G01 F 299,450.00 ZZ
360 299,210.52 1
3131 BRIARMOOR LANE 7.125 2,017.46 77
6.875 2,017.46 390,000.00
MIDLOTHIAN VA 23113 2 10/26/98 00
0431119361 05 12/01/98 0
12842829 O 11/01/28
0
1843068 E82/G01 F 74,400.00 ZZ
360 74,400.00 1
10691 SHERMAN DRIVE 7.250 507.54 80
7.000 507.54 93,000.00
EDEN PRAIRE MN 55347 1 11/19/98 00
0400166609 01 01/01/99 0
040016609 O 12/01/28
0
1843070 J95/J95 F 352,000.00 ZZ
360 351,732.15 1
1
248 CHATTANOOGA STREET 7.375 2,431.18 80
7.125 2,431.18 440,000.00
SAN FRANCISCO CA 94114 5 10/06/98 00
0013408299 01 12/01/98 0
0013408299 O 11/01/28
0
1843082 J95/J95 F 258,000.00 ZZ
360 257,777.86 1
163 WAVERLY AVENUE 6.750 1,673.39 63
6.500 1,673.39 415,000.00
NEWTON MA 02158 2 10/20/98 00
0016253817 05 12/01/98 0
0016253817 O 11/01/28
0
1843101 601/G01 F 352,000.00 ZZ
360 351,732.15 1
1973 WHITE OAK WAY 7.375 2,431.18 80
7.125 2,431.18 440,000.00
SAN CARLOS CA 94070 1 10/12/98 00
0431117399 05 12/01/98 0
3006409 O 11/01/28
0
1843102 601/G01 F 259,000.00 ZZ
360 258,797.95 1
503 FOX HOLLOW DRIVE 7.250 1,766.84 76
7.000 1,766.84 345,000.00
KENNETT SQUARE PA 19348 2 10/02/98 00
0431119643 05 12/01/98 0
121123 O 11/01/28
0
1843104 964/G01 F 268,000.00 ZZ
360 268,000.00 1
1921 HUNTINGTON LANE A 6.875 1,760.57 80
6.625 1,760.57 335,000.00
REDONDO BEACH CA 90278 1 11/02/98 00
0431112713 01 01/01/99 0
43224 O 12/01/28
0
1843110 964/G01 F 273,600.00 ZZ
360 273,381.21 1
294 SOUTH LEANDRO STREET 7.125 1,843.29 80
6.875 1,843.29 342,000.00
ANAHEIM CA 92807 1 10/26/98 00
0431112606 03 12/01/98 0
1
43358 O 11/01/28
0
1843114 964/G01 F 256,100.00 ZZ
360 256,100.00 1
29 HEMINGWAY COURT 7.250 1,747.05 80
7.000 1,747.05 320,192.00
TRABUCO CANYON CA 92679 1 11/17/98 00
0431113190 05 01/01/99 0
33492 O 12/01/28
0
1843117 964/G01 F 308,000.00 ZZ
360 308,000.00 1
2820 MADONNA DRIVE 6.875 2,023.34 80
6.625 2,023.34 385,000.00
FULLERTON CA 92835 1 11/13/98 00
0431112416 05 01/01/99 0
45878 O 12/01/28
0
1843119 964/G01 F 271,500.00 ZZ
360 271,500.00 1
526 PACHECO STREET 6.875 1,783.56 58
6.625 1,783.56 471,500.00
SAN FRANCISCO CA 94116 1 11/05/98 00
0431113067 05 01/01/99 0
44219 O 12/01/28
0
1843120 964/G01 F 239,800.00 ZZ
360 239,800.00 1
1703 DIXON STREET 7.000 1,595.40 80
6.750 1,595.40 299,750.00
REDONDO BEACH CA 90278 1 11/11/98 00
0431112952 05 01/01/99 0
45077 O 12/01/28
0
1843121 811/G01 F 338,000.00 ZZ
360 338,000.00 1
1385 VIA DEL LOS GRANDE 7.125 2,277.17 80
6.875 2,277.17 422,500.00
SAN JOSE CA 95120 1 11/05/98 00
0431112663 05 01/01/99 0
FM2207440 O 12/01/28
0
1
1843122 964/G01 F 130,200.00 ZZ
360 130,200.00 1
383 CAMELIA RIVER WAY 7.875 944.04 70
7.625 944.04 186,000.00
SACRAMENTO CA 95831 2 11/10/98 00
0431112770 05 01/01/99 0
45041 O 12/01/28
0
1843125 964/G01 F 310,000.00 ZZ
360 310,000.00 1
13040 ORANGE ROAD 7.250 2,114.75 50
7.000 2,114.75 625,000.00
WILTON CA 95693 2 11/11/98 00
0431112382 05 01/01/99 0
44107 O 12/01/28
0
1843126 E82/G01 F 378,400.00 ZZ
360 378,400.00 1
119 ELODIA CIRCLE 7.250 2,581.36 80
7.000 2,581.36 473,000.00
NAPA CA 94558 2 11/17/98 00
0431110402 05 01/01/99 0
0400157681 O 12/01/28
0
1843129 601/G01 F 346,800.00 ZZ
360 346,529.46 1
303 CORALBERRY ROAD 7.250 2,365.79 76
7.000 2,365.79 460,000.00
LOUISVILLE KY 40207 2 10/16/98 00
0431119601 05 12/01/98 0
01279873 O 11/01/28
0
1843136 601/G01 F 294,500.00 ZZ
360 294,039.13 1
10206 SOUTH 175TH CIRCLE 7.250 2,009.01 87
7.000 2,009.01 340,000.00
GRETNA NE 68136 2 09/21/98 12
0431123504 05 11/01/98 25
1339263071 O 10/01/28
0
1843147 601/G01 F 325,000.00 ZZ
360 324,740.10 1
221 GARLAND WAY 7.125 2,189.59 52
6.875 2,189.59 630,000.00
1
LOS ALTOS CA 94022 5 10/27/98 00
0431119627 05 12/01/98 0
1286357 O 11/01/28
0
1843152 601/G01 F 350,000.00 ZZ
360 349,726.96 1
12606 GREYSTONE COURT 7.250 2,387.62 62
7.000 2,387.62 565,000.00
COUNCIL BLUFFS IA 51503 5 10/25/98 00
0431120393 05 12/01/98 0
2039200199 O 11/01/28
0
1843155 601/G01 F 335,000.00 ZZ
360 334,718.55 1
947 GLENANGUS DRIVE 6.875 2,200.72 78
6.625 2,200.72 435,000.00
BEL AIR MD 21015 1 10/23/98 00
0431120435 05 12/01/98 0
B98142A O 11/01/28
0
1843180 944/G01 F 384,000.00 ZZ
360 384,000.00 1
3708 BRANDY ROCK WAY 7.250 2,619.56 80
7.000 2,619.56 480,000.00
REDWOOD CITY CA 94061 1 11/12/98 00
0431116771 05 01/01/99 0
16783 O 12/01/28
0
1843186 L84/G01 F 160,000.00 ZZ
360 159,875.19 1
917 HIGHLINE ROAD 7.250 1,091.48 73
7.000 1,091.48 220,000.00
GLENDALE CA 91205 5 10/23/98 00
0431118504 05 12/01/98 0
315696 O 11/01/28
0
1843215 654/G01 F 560,000.00 ZZ
360 560,000.00 1
1930 VIA VENETO 6.875 3,678.80 72
6.625 3,678.80 780,000.00
AREA OF CAMARIL CA 93010 5 10/27/98 00
0431117431 05 01/01/99 0
71001687 O 12/01/28
0
1
1843217 367/367 F 520,000.00 ZZ
360 519,145.04 1
4419 39TH STREET NW 7.000 3,459.57 80
6.750 3,459.57 650,000.00
WASHINGTON DC 20016 1 09/29/98 00
99274850 05 11/01/98 0
99274850 O 10/01/28
0
1843226 H47/G01 F 310,300.00 ZZ
360 310,300.00 1
5472 WEST PRENTICE CIRCLE 7.375 2,143.17 80
7.125 2,143.17 387,953.00
LITTLETON CO 80123 1 11/12/98 00
0431109917 03 01/01/99 0
10300197 O 12/01/28
0
1843244 638/G01 F 154,800.00 ZZ
360 154,669.95 1
26 ELK AVENUE 6.875 1,016.93 61
6.625 1,016.93 254,830.00
CRESTED BUTTE CO 81224 1 10/23/98 00
0431112218 05 12/01/98 0
08804182 O 11/01/28
0
1843270 638/G01 F 280,000.00 ZZ
360 279,770.48 1
75 HOPKINTON STREET 7.000 1,862.85 80
6.750 1,862.85 350,000.00
WELLESLEY MA 02181 2 10/23/98 00
0431112432 05 12/01/98 0
08805101 O 11/01/28
0
1843272 638/G01 F 140,000.00 ZZ
360 140,000.00 1
264 COVENTRY WAY 7.750 1,002.98 80
7.500 1,002.98 175,000.00
VALLEJO CA 94591 2 11/04/98 00
0431112408 05 01/01/99 0
08819277 O 12/01/28
0
1843273 196/G01 F 251,750.00 ZZ
360 251,553.61 1
1
3282 MILLER COURT 7.250 1,717.38 95
7.000 1,717.38 265,000.00
MEDFORD OR 97504 1 10/27/98 19
0431110006 05 12/01/98 30
1193340 O 11/01/28
0
1843277 638/G01 F 310,020.00 ZZ
360 310,020.00 1
12115 BELSTEAD DRIVE 6.625 1,985.09 80
6.375 1,985.09 387,525.00
GLEN ALLEN VA 23060 1 11/09/98 00
0431112424 03 01/01/99 0
08810261 O 12/01/28
0
1843278 196/G01 F 250,000.00 ZZ
360 249,795.07 1
7013 VIA OSTIONES 7.000 1,663.26 66
6.750 1,663.26 380,000.00
CARLSBAD CA 92009 2 10/22/98 00
0431110048 03 12/01/98 0
1208856 O 11/01/28
0
1843322 E82/G01 F 247,500.00 ZZ
360 247,500.00 1
305 EL PORTAL 7.250 1,688.39 90
7.000 1,688.39 275,000.00
PALM SPRINGS CA 92264 2 11/17/98 04
0400164083 05 01/01/99 25
1516144 O 12/01/28
0
1843325 E82/G01 F 124,000.00 ZZ
360 124,000.00 1
16 MORRISTOWN ROAD 7.500 867.03 80
7.250 867.03 155,000.00
ELIZABETH NJ 07208 1 11/23/98 00
0400160644 05 01/01/99 0
0400160644 O 12/01/28
0
1843374 E82/G01 F 239,200.00 ZZ
360 239,200.00 1
571 HIGH STREET 7.000 1,591.40 49
6.750 1,591.40 495,000.00
DENVER CO 80218 2 11/16/98 00
0400156584 05 01/01/99 0
1
0400156584 O 12/01/28
0
1843421 E82/G01 F 320,000.00 ZZ
360 320,000.00 1
16481 WEST MOZART 7.000 2,128.97 50
6.750 2,128.97 650,000.00
LOS GATOS CA 95030 5 11/12/98 00
0400159174 05 01/01/99 0
0400159174 O 12/01/28
0
1843425 E82/G01 F 168,000.00 ZZ
360 168,000.00 1
75 DISTLER AVENUE 7.000 1,117.71 79
6.750 1,117.71 215,000.00
WEST CALDWELL NJ 07006 2 11/18/98 00
0400159125 05 01/01/99 0
0400159125 O 12/01/28
0
1843427 E82/G01 F 557,000.00 T
360 557,000.00 1
1448 MARLBAROUGH COURT 7.500 3,894.62 75
7.250 3,894.62 745,000.00
LOS ALTOS CA 94024 2 11/16/98 00
0400157913 05 01/01/99 0
0400157913 O 12/01/28
0
1843428 E82/G01 F 178,000.00 ZZ
360 178,000.00 1
1113 MOUND STREET 7.125 1,199.22 69
6.875 1,199.22 260,000.00
BIG BEAR CITY CA 92314 2 11/18/98 00
0400157434 05 01/01/99 0
0400157434 O 12/01/28
0
1843430 E82/G01 F 400,000.00 ZZ
360 400,000.00 1
43 PROSPECT AVENUE 6.750 2,594.39 80
6.500 2,594.39 501,000.00
LONG BEACH CA 90803 2 11/16/98 00
0400158697 05 01/01/99 0
0400158697 O 12/01/28
0
1
1843450 B64/G01 F 252,000.00 ZZ
360 252,000.00 1
368 WELLINGTON TERRACE 7.250 1,719.09 78
7.000 1,719.09 325,000.00
JENKINTOWN PA 19046 2 11/04/98 00
0431120740 05 01/01/99 0
67107 O 12/01/28
0
1843525 966/G01 F 328,800.00 ZZ
360 328,800.00 1
7706 SOUTHWESTERN BOULEVARD 7.250 2,243.00 80
7.000 2,243.00 411,000.00
DALLAS TX 75225 1 11/16/98 00
0431113604 05 01/01/99 0
40006845 O 12/01/28
0
1843539 966/G01 F 315,000.00 ZZ
360 314,748.10 1
5307 BRANDENBURG COURT 7.125 2,122.21 70
6.875 2,122.21 450,000.00
DALLAS TX 75287 1 10/27/98 00
0431117159 05 12/01/98 0
30007217 O 11/01/28
0
1843541 966/G01 F 351,200.00 ZZ
360 350,926.03 1
5610 BENT TRAIL 7.250 2,395.80 80
7.000 2,395.80 439,000.00
DALLAS TX 75248 1 10/16/98 00
0431113109 05 12/01/98 0
30007467 O 11/01/28
0
1843573 637/G01 F 312,000.00 ZZ
360 312,000.00 1
883 BETTE AVENUE 7.125 2,102.01 75
6.875 2,102.01 416,000.00
CUPERTINO CA 95014 5 11/02/98 00
0431118132 05 01/01/99 0
0013429675 O 12/01/28
0
1843579 637/G01 F 337,500.00 ZZ
360 337,236.71 1
16 DRIFTWOOD COURT 7.250 2,302.35 75
7.000 2,302.35 450,000.00
1
PACIFICA CA 94044 5 10/30/98 00
0431117993 03 12/01/98 0
0013428347 O 11/01/28
0
1843592 685/G01 F 264,000.00 ZZ
360 264,000.00 1
1755 GREENWOOD AVENUE 7.500 1,845.93 80
7.250 1,845.93 330,000.00
TORRANCE CA 90503 2 11/05/98 00
0431115856 05 01/01/99 0
116092 O 12/01/28
0
1843597 201/G01 F 392,700.00 ZZ
360 392,021.88 1
524 RIDGECREST ROAD 6.750 2,547.05 85
6.500 2,547.05 462,000.00
ATLANTA GA 30307 1 09/24/98 11
0431111616 05 11/01/98 20
407040 O 10/01/28
0
1843605 A35/G01 F 268,000.00 ZZ
360 268,000.00 1
2019-2021 VOORHIES AVENUE 7.875 1,943.19 80
7.625 1,943.19 335,000.00
BROOKLYN NY 11234 1 11/16/98 00
0431121813 05 01/01/99 0
000 O 12/01/28
0
1843618 964/G01 F 260,000.00 ZZ
360 260,000.00 1
8055 EAST DAMAR STREET 7.250 1,773.66 80
7.000 1,773.66 325,000.00
LONG BEACH CA 90808 1 11/10/98 00
0431114529 05 01/01/99 0
44459 O 12/01/28
0
1843622 A50/A50 F 500,000.00 ZZ
360 500,000.00 1
94 TRADD STREET 7.250 3,410.88 46
7.000 3,410.88 1,100,000.00
CHARLESTON SC 29401 5 10/30/98 00
7504499950 05 01/01/99 0
7504499950 O 12/01/28
0
1
1843623 201/G01 F 650,000.00 ZZ
360 650,000.00 1
447 BIRD KEY DRIVE 7.000 4,324.47 80
6.750 4,324.47 815,000.00
SARASOTA FL 34236 1 11/13/98 00
0431111681 03 01/01/99 0
5490954707 O 12/01/28
0
1843630 E48/G01 F 487,000.00 ZZ
360 485,170.12 1
1747 CHARITY DRIVE 7.500 3,405.18 80
7.250 3,405.18 610,000.00
BRENTWOOD TN 37027 2 06/11/98 00
0431121185 03 08/01/98 0
5080215 O 07/01/28
0
1843631 964/G01 F 595,000.00 ZZ
360 594,500.12 1
784 ROWLAND BOULEVARD 6.875 3,908.73 70
6.625 3,908.73 850,000.00
NOVATO CA 94945 5 11/02/98 00
0431114420 05 12/01/98 0
44382 O 11/01/28
0
1843645 K08/G01 F 142,500.00 ZZ
360 142,500.00 1
22322 HART STREET 7.000 948.06 70
(CANOGA PARK AREA) 6.750 948.06 204,000.00
LOS ANGELES CA 91303 1 11/11/98 00
0411111248 05 01/01/99 0
411111248 O 12/01/28
0
1843649 K08/G01 F 433,600.00 ZZ
360 433,600.00 1
430 VIA PASQUAL 7.000 2,884.75 80
6.750 2,884.75 542,000.00
TORRANCE CA 90277 1 11/11/98 00
0411109655 05 01/01/99 0
411109655 O 12/01/28
0
1843673 K08/G01 F 468,750.00 ZZ
360 468,750.00 1
1
9775 LOS LAGOS CIRCLE 7.250 3,197.70 75
7.000 3,197.70 625,000.00
GRANITE BAY CA 95746 2 11/06/98 00
0411130933 03 01/01/99 0
411130933 O 12/01/28
0
1843679 K08/G01 F 978,750.00 ZZ
360 978,750.00 1
8474 85TH AVENUE SOUTHEAST 7.875 7,096.62 75
7.625 7,096.62 1,305,000.00
MERCER ISLAND WA 98040 1 11/13/98 00
0411114234 05 01/01/99 0
411114234 O 12/01/28
0
1843684 K08/G01 F 380,000.00 ZZ
360 380,000.00 1
6176 ROCKCLIFF DRIVE 6.875 2,496.33 80
6.625 2,496.33 475,000.00
LOS ANGELES CA 90068 1 11/13/98 00
0411113954 05 01/01/99 0
411113954 O 12/01/28
0
1843685 K08/G01 F 167,500.00 ZZ
360 167,500.00 1
24695 EL MANZANO 7.250 1,142.65 58
7.000 1,142.65 290,000.00
LAGUNA NIGUEL CA 92677 2 11/11/98 00
0411081938 03 01/01/99 0
411081938 O 12/01/28
0
1843687 637/G01 F 500,000.00 ZZ
360 499,590.15 1
1164 SPRING HILL WAY 7.000 3,326.52 62
6.750 3,326.52 808,000.00
SAN JOSE CA 95120 2 10/17/98 00
0431126002 05 12/01/98 0
0013431267 O 11/01/28
0
1843694 K08/G01 F 88,800.00 ZZ
360 88,800.00 1
2843 SOUTH STEELE STREET 7.375 613.32 54
7.125 613.32 166,000.00
DENVER CO 80210 5 11/11/98 00
0411106560 05 01/01/99 0
1
411106560 O 12/01/28
0
1843695 637/G01 F 500,000.00 ZZ
360 500,000.00 1
41 LOS ROBLES COURT 7.000 3,326.52 55
6.750 3,326.52 925,000.00
MENLO PARK CA 94025 2 11/03/98 00
0431119858 05 01/01/99 0
0013431564 O 12/01/28
0
1843696 E22/G01 F 197,000.00 ZZ
360 197,000.00 1
1710 GLENVIEW AVENUE 7.750 1,411.33 64
7.500 1,411.33 310,000.00
PARK RIDGE IL 60068 5 11/06/98 00
0410986475 05 01/01/99 0
410986475 O 12/01/28
0
1843707 A46/G01 F 249,900.00 ZZ
360 249,900.00 1
67 IVORY MOON PLACE 6.750 1,620.85 72
6.500 1,620.85 350,000.00
THE WOODLANDS TX 77381 1 11/12/98 00
0431112614 03 01/01/99 0
000 O 12/01/28
0
1843715 K08/G01 F 94,500.00 ZZ
360 94,438.18 1
19731 NW 5TH AVENUE 8.125 701.66 90
7.875 701.66 105,000.00
MIAMI FL 33169 2 10/30/98 04
0411114085 05 12/01/98 30
411114085 O 11/01/28
0
1843721 K08/G01 F 253,500.00 ZZ
360 253,500.00 1
4241 CASPER COURT 6.750 1,644.20 69
6.500 1,644.20 370,000.00
HOLLYWOOD FL 33021 2 11/09/98 00
0411123011 05 01/01/99 0
411123011 O 12/01/28
0
1
1843751 637/G01 F 258,000.00 ZZ
360 257,783.25 1
9200 RED TWIG DRIVE 6.875 1,694.88 80
6.625 1,694.88 325,000.00
LAS VEGAS NV 89134 2 10/23/98 00
0431119072 03 12/01/98 0
0011835246 O 11/01/28
0
1843754 201/G01 F 275,000.00 ZZ
360 275,000.00 1
6205 POLO CLUB DRIVE 6.750 1,783.65 68
6.500 1,783.65 406,775.00
CUMMING GA 30040 1 11/16/98 00
0431111699 05 01/01/99 0
602172 O 12/01/28
0
1843760 K08/G01 F 158,400.00 ZZ
360 158,400.00 1
4910 NORTH ST. MARYS STREET 8.500 1,217.96 80
8.250 1,217.96 198,000.00
BEEVILLE TX 78102 2 11/09/98 00
0411101702 05 01/01/99 0
411101702 O 12/01/28
0
1843812 K08/G01 F 115,900.00 ZZ
360 115,900.00 1
17 TEAKWOOD COVE 6.750 751.73 80
6.500 751.73 144,900.00
SIMPSONVILLE SC 29680 1 11/12/98 00
0411128820 03 01/01/99 0
411128820 O 12/01/28
0
1843813 575/G01 F 256,500.00 ZZ
360 256,299.90 1
8336 LAKE PROVIDENCE ROAD 7.250 1,749.79 95
7.000 1,749.79 270,000.00
MATTHEWS NC 28104 1 10/16/98 11
0431121730 05 12/01/98 30
9125170 O 11/01/28
0
1843820 K08/G01 F 103,500.00 ZZ
360 103,500.00 1
36 GALLI ROAD 7.500 723.69 95
7.250 723.69 109,000.00
1
HALIFAX PA 17032 2 11/04/98 04
0411091655 05 01/01/99 30
411091655 O 12/01/28
0
1843831 K08/G01 F 78,200.00 ZZ
360 78,200.00 1
11564 NW 1ST STREET 7.500 546.79 95
7.250 546.79 83,000.00
PLANTATION FL 33325 2 11/03/98 04
0411104185 09 01/01/99 30
411104185 O 12/01/28
0
1843845 K08/G01 F 205,000.00 ZZ
360 205,000.00 1
919 WOODRIDGE 8.125 1,522.12 75
7.875 1,522.12 275,000.00
ROCHESTER HILLS MI 48307 2 11/09/98 00
0411077340 05 01/01/99 0
411077340 O 12/01/28
0
1843886 665/G01 F 275,200.00 ZZ
360 275,200.00 1
419 8TH AVENUE 7.375 1,900.74 80
7.125 1,900.74 344,000.00
MENLO PARK CA 94025 1 11/09/98 00
0431116912 05 01/01/99 0
9801226054 O 12/01/28
0
1843894 K08/G01 F 138,700.00 ZZ
360 138,700.00 1
521 B IROQUOIS LANE 7.125 934.45 75
6.875 934.45 185,000.00
STRATFORD CT 06497 1 11/12/98 00
0411098395 01 01/01/99 0
411098395 O 12/01/28
0
1843908 811/G01 F 235,000.00 ZZ
360 235,000.00 2
16865 BARNELL AVENUE #A & B 7.750 1,683.57 80
7.500 1,683.57 295,000.00
MORGAN HILL CA 95037 5 11/10/98 00
0431113794 05 01/01/99 0
FM02207416 O 12/01/28
0
1
1843923 F96/G01 F 160,000.00 ZZ
360 160,000.00 1
426 OLD BOONTON ROAD 7.125 1,077.95 80
6.875 1,077.95 200,000.00
TOWN OF BOONTON NJ 07005 1 11/20/98 00
0431115146 05 01/01/99 0
3302 O 12/01/28
0
1843924 B60/G01 F 375,000.00 ZZ
360 375,000.00 1
4052 MISTRAL DRIVE 7.125 2,526.44 75
6.875 2,526.44 500,000.00
HUNTINGTON BEAC CA 92649 5 10/30/98 00
0431113034 05 01/01/99 0
260249 O 12/01/28
0
1843930 956/G01 F 300,000.00 ZZ
360 300,000.00 1
28692 BRECKENRIDGE DRIVE 7.375 2,072.03 72
7.125 2,072.03 420,000.00
LAGUNA NIGUEL CA 92677 2 11/10/98 00
0431118785 03 01/01/99 0
608100770 O 12/01/28
0
1843986 811/G01 F 644,000.00 ZZ
360 644,000.00 1
1531 JULIE LANE 7.250 4,393.22 80
7.000 4,393.22 805,000.00
LOS ALTOS CA 94024 1 11/01/98 00
0431118330 05 01/01/99 0
FM02206791 O 12/01/28
0
1843993 637/G01 F 378,750.00 ZZ
360 378,750.00 1
310 RIDER RIDGE ROAD 7.375 2,615.94 75
7.125 2,615.94 505,000.00
SANTA CRUZ CA 95065 5 11/02/98 00
0431127380 05 01/01/99 0
0013431176 O 12/01/28
0
1844002 003/G01 F 193,900.00 ZZ
360 193,900.00 1
1
2780 WILSON GLEN 7.250 1,322.74 80
7.000 1,322.74 242,400.00
DECATUR GA 30033 1 11/20/98 00
0431119262 05 01/01/99 0
0010138782 O 12/01/28
0
1844071 L47/G01 F 310,000.00 ZZ
360 310,000.00 1
8711 SEMINOLE AVENUE 6.875 2,036.48 35
6.625 2,036.48 910,000.00
PHILADELPHIA PA 19118 2 11/02/98 00
0431120963 05 01/01/99 0
0010062094 O 12/01/28
0
1844109 A50/A50 F 352,800.00 ZZ
360 352,800.00 1
370 HARPER ROAD 7.000 2,347.19 89
6.750 2,347.19 400,000.00
MCDONOUGH GA 30252 2 11/06/98 14
115582 05 01/01/99 25
115582 O 12/01/28
0
1844111 A50/A50 F 300,000.00 ZZ
360 300,000.00 1
10 WARWICK CIR 6.875 1,970.79 67
6.625 1,970.79 450,000.00
ROME GA 30161 2 10/28/98 00
116223 05 01/01/99 0
116223 O 12/01/28
0
1844162 B60/G01 F 208,000.00 ZZ
360 207,829.50 1
2256 CLEARLAKE DRIVE 7.000 1,383.83 80
6.750 1,383.83 260,000.00
SANTA MARIA CA 93455 1 09/25/98 00
0431118660 05 12/01/98 0
256385 O 11/01/28
0
1844174 B60/G01 F 235,400.00 ZZ
360 235,012.97 1
26612 GRANVIA DRIVE 7.000 1,566.12 76
6.750 1,566.12 310,000.00
MISSION VIEJO CA 92691 2 09/17/98 00
0431125467 03 11/01/98 0
1
254324 O 10/01/28
0
1844180 E66/E66 F 269,000.00 ZZ
360 268,774.01 1
625 BARINGTON PLACE 6.875 1,767.14 85
6.625 1,767.14 317,400.00
MATTHEWS NC 28105 2 10/20/98 04
600445872 05 12/01/98 12
600445872 O 11/01/28
0
1844182 B60/G01 F 420,000.00 ZZ
360 419,629.44 1
406 AVENIDA SALVADOR 6.625 2,689.31 80
6.375 2,689.31 525,000.00
SAN CLEMENTE CA 92672 1 10/22/98 00
0431120377 05 12/01/98 0
256345 O 11/01/28
0
1844187 E66/E66 F 248,400.00 ZZ
360 248,196.39 1
534 OAK CREST DRIVE 7.000 1,652.61 66
6.750 1,652.61 380,000.00
CHAPEL HILL NC 27516 2 10/20/98 00
600444761 05 12/01/98 0
600444761 O 11/01/28
0
1844194 573/G01 F 285,000.00 ZZ
360 285,000.00 1
29084 MAMMOTH DRIVE 7.250 1,944.21 79
7.000 1,944.21 365,000.00
LAKE ARROWHEAD CA 92352 1 11/02/98 00
0431125418 05 01/01/99 0
121989 O 12/01/28
0
1844197 B60/G01 F 388,100.00 ZZ
360 387,461.90 1
2832 HOLLYRIDGE DRIVE 7.000 2,582.04 72
6.750 2,582.04 545,000.00
LOS ANGELES CA 90068 2 09/18/98 00
0431120922 05 11/01/98 0
255368 O 10/01/28
0
1
1844198 356/G01 F 258,400.00 ZZ
360 258,400.00 1
4922 ROCKLIN DRIVE 7.750 1,851.21 95
7.500 1,851.21 272,000.00
UNION CITY CA 94587 1 11/04/98 19
0431116250 05 01/01/99 30
2628469 O 12/01/28
0
1844208 822/G01 F 251,000.00 ZZ
360 250,809.00 1
208 SHAWNEE ROAD 7.375 1,733.60 79
7.125 1,733.60 320,000.00
ARDMORE PA 19003 2 10/22/98 00
0431118843 05 12/01/98 0
1206014078 O 11/01/28
0
1844210 356/G01 F 291,750.00 ZZ
360 291,516.69 1
701 CENTURY WAY 7.125 1,965.58 75
6.875 1,965.58 390,000.00
DANVILLE CA 94526 5 10/15/98 00
0431116409 03 12/01/98 0
2575421 O 11/01/28
0
1844233 111/111 F 341,802.47 ZZ
343 341,215.45 1
4903 HAMPTON ROAD 7.375 2,393.27 64
7.125 2,393.27 535,000.00
LA CANADA-FLINT CA 91011 1 09/21/98 00
713140 05 11/01/98 0
713140 O 05/01/27
0
1844234 637/G01 F 400,000.00 ZZ
360 400,000.00 1
202 CHIPPENDALE COURT 6.750 2,594.40 44
6.500 2,594.40 930,000.00
LOS GATOS CA 95032 2 11/02/98 00
0431121953 05 01/01/99 0
0013442702 O 12/01/28
0
1844235 637/G01 F 600,000.00 ZZ
360 600,000.00 1
239 RINCONADA AVENUE 7.125 4,042.32 68
6.875 4,042.32 890,000.00
1
PALO ALTO CA 94301 2 11/03/98 00
0431121961 05 01/01/99 0
0013430814 O 12/01/28
0
1844241 637/G01 F 346,600.00 ZZ
360 346,600.00 1
4772 COMMONWEALTH DRIVE 7.250 2,364.43 80
7.000 2,364.43 435,000.00
OAKLAND CA 94605 2 11/06/98 00
0431124460 03 01/01/99 0
0010145241 O 12/01/28
0
1844248 E66/E66 F 272,000.00 ZZ
360 271,506.87 1
1586 DEER RUN COURT 6.500 1,719.23 80
6.250 1,719.23 340,000.00
OAK RIDGE NC 27310 1 09/28/98 00
600440922 03 11/01/98 0
600440922 O 10/01/28
0
1844251 111/111 F 236,614.32 ZZ
348 236,153.10 1
34831 CALLE DEL SOL 7.000 1,590.36 78
6.750 1,590.36 305,000.00
DANA POINT CA 92624 2 09/26/98 00
734853 05 11/01/98 0
734853 O 10/01/27
0
1844252 E66/E66 F 330,000.00 ZZ
360 329,729.50 1
505 EAGLE POINT ROAD 7.000 2,195.50 66
6.750 2,195.50 500,000.00
PITTSBORO NC 27312 5 10/30/98 00
600449117 05 12/01/98 0
600449117 O 11/01/28
0
1844260 637/G01 F 299,250.00 ZZ
360 299,250.00 1
5720 LOS ALAMOS COURT 7.500 2,092.40 95
7.250 2,092.40 315,000.00
SANTA ROSA CA 95409 1 11/10/98 04
0431127778 05 01/01/99 30
0013818711 O 12/01/28
0
1
1844262 111/111 F 354,150.26 ZZ
348 353,489.08 1
702 ELIZABETH LANE 6.750 2,321.76 73
6.500 2,321.76 490,000.00
MENLO PARK CA 94025 2 09/30/98 00
732932 05 11/01/98 0
732932 O 10/01/27
0
1844266 111/111 F 264,700.13 ZZ
347 264,452.12 1
1914 LEIMERT BOULEVARD 6.750 1,736.95 76
6.500 1,736.95 350,000.00
OAKLAND CA 94602 2 10/23/98 00
732437 05 12/01/98 0
732437 O 10/01/27
0
1844275 470/G01 F 288,950.00 ZZ
360 288,950.00 1
3752 NORTH HOLLINGSWORTH ROAD 7.000 1,922.40 80
6.750 1,922.40 361,230.00
ALTADENA AREA CA 91001 1 11/05/98 00
0431117746 03 01/01/99 0
96030051 O 12/01/28
0
1844277 111/111 F 263,000.00 ZZ
360 263,000.00 1
10082 COWAN HEIGHTS DRIVE 6.875 1,727.72 52
6.625 1,727.72 510,000.00
SANTA ANA CA 92705 2 10/28/98 00
805175 05 01/01/99 0
805175 O 12/01/28
0
1844282 685/G01 F 164,000.00 ZZ
360 164,000.00 1
12632 PALOMAR STREET 7.375 1,132.71 80
7.125 1,132.71 205,000.00
GARDEN GROVE CA 92845 1 11/16/98 00
0431116797 05 01/01/99 0
116096 O 12/01/28
0
1844284 601/G01 F 308,000.00 ZZ
360 307,759.72 1
1
10332 HENNEPIN TOWN RD 7.250 2,101.11 80
7.000 2,101.11 387,981.00
EDEN PRAIRIE MN 55347 1 10/28/98 00
0431119924 05 12/01/98 0
21107776 O 11/01/28
0
1844295 601/G01 F 320,000.00 ZZ
360 319,731.15 1
2110 OWEN FARM COURT 6.875 2,102.18 69
6.625 2,102.18 465,000.00
REISTERSTOWN MD 21136 2 10/22/98 00
0431119700 05 12/01/98 0
12885778 O 11/01/28
0
1844296 B60/G01 F 261,250.00 ZZ
360 261,250.00 1
955 S CANYON HEIGHTS DRIVE 7.125 1,760.09 68
6.875 1,760.09 384,240.00
ANAHEIM CA 92808 1 10/29/98 00
0431118595 03 01/01/99 0
255993 O 12/01/28
0
1844303 E11/G01 F 44,900.00 ZZ
360 44,900.00 1
450 FORD ROAD #323 7.625 317.80 90
7.375 317.80 49,900.00
ST LOUIS PARK MN 55426 1 11/20/98 12
0431113869 01 01/01/99 25
189910 O 12/01/28
0
1844320 601/G01 F 264,800.00 ZZ
360 264,577.53 1
2869 IRONWOOD BLVD 6.875 1,739.55 80
6.625 1,739.55 331,000.00
CHASKA MN 55318 1 10/16/98 00
0431119742 03 12/01/98 0
12879938 O 11/01/28
0
1844324 601/G01 F 296,500.00 ZZ
360 296,274.38 1
14201 CANTERBURY COURT 7.375 2,047.86 75
7.125 2,047.86 397,000.00
LEAWOOD KS 66224 2 10/20/98 00
0431119692 05 12/01/98 0
1
981010 O 11/01/28
0
1844332 E82/G01 F 247,400.00 ZZ
360 247,400.00 1
1371 BUR OAK COURT 7.125 1,666.78 76
6.875 1,666.78 328,000.00
DANVILLE IN 46122 2 11/19/98 00
0400164620 05 01/01/99 0
1656461 O 12/01/28
0
1844334 964/G01 F 197,000.00 ZZ
360 197,000.00 1
25631 ORCHARD RIM LANE 7.125 1,327.23 71
6.875 1,327.23 280,000.00
LAKE FOREST CA 92630 2 11/06/98 00
0431118025 03 01/01/99 0
45047 O 12/01/28
0
1844337 E82/G01 F 567,300.00 ZZ
360 567,300.00 1
6822 ROCKVIEW COURT 7.000 3,774.26 71
6.750 3,774.26 800,000.00
SAN JOSE CA 95120 2 11/20/98 00
0400158978 05 01/01/99 0
0400158978 O 12/01/28
0
1844345 B60/G01 F 300,000.00 ZZ
360 300,000.00 1
48 TIMBERLAND 7.375 2,072.03 75
7.125 2,072.03 400,000.00
ALISO VIEJO ARE CA 92656 5 10/30/98 00
0431119940 03 01/01/99 0
257178 O 12/01/28
0
1844351 562/562 F 220,000.00 ZZ
360 220,000.00 1
1 ANNE PLACE 7.625 1,557.15 62
7.375 1,557.15 360,000.00
PLEASANTVILLE NY 10570 1 11/19/98 00
574699 05 01/01/99 0
574699 O 12/01/28
0
1
1844353 685/G01 F 296,000.00 ZZ
360 296,000.00 1
236 NEWPORT AVENUE 7.250 2,019.25 79
7.000 2,019.25 375,000.00
LONG BEACH CA 90803 2 11/17/98 00
0431124965 05 01/01/99 0
116153 O 12/01/28
0
1844355 562/G01 F 275,000.00 ZZ
360 275,000.00 1
5 FOREST AVENUE 7.000 1,829.59 79
6.750 1,829.59 349,505.00
OLD TAPPAN NJ 07675 1 11/20/98 00
0431127554 05 01/01/99 0
577908 O 12/01/28
0
1844357 B60/G01 F 252,000.00 ZZ
360 251,788.29 1
25614 NORTH CROCKETT LANE 6.875 1,655.46 89
STEVENSON RANCH AREA 6.625 1,655.46 285,000.00
SANTA CLARITA CA 91381 2 10/02/98 21
0431118561 05 12/01/98 25
255078 O 11/01/28
0
1844389 E33/G01 F 250,000.00 ZZ
360 250,000.00 1
899 HARVARD COURT 7.000 1,663.26 52
6.750 1,663.26 482,500.00
HIGHLAND PARK IL 60035 1 11/24/98 00
0431115906 05 01/01/99 0
249485168 O 12/01/28
0
1844406 665/G01 F 320,000.00 ZZ
360 320,000.00 1
571 CIENEGA ROAD 7.125 2,155.90 63
6.875 2,155.90 515,000.00
BIG BEAR LAKE CA 92315 5 11/05/98 00
0431117795 05 01/01/99 0
9801226068 O 12/01/28
0
1844409 664/G01 F 400,000.00 ZZ
360 399,687.96 1
6253 SHADYCREEK DRIVE 7.250 2,728.71 75
7.000 2,728.71 535,000.00
1
AGOURA HILS CA 91301 2 10/30/98 00
0431123546 05 12/01/98 0
2778017 O 11/01/28
0
1844417 H19/G01 F 300,000.00 ZZ
360 300,000.00 1
3357 EAST FERNWOOD CIRCLE 7.500 2,097.65 64
7.250 2,097.65 475,000.00
LAYTON UT 84040 5 11/16/98 00
0431115740 05 01/01/99 0
2097145 O 12/01/28
0
1844425 654/G01 F 450,000.00 ZZ
360 450,000.00 1
93 LA PATERA DRIVE 6.875 2,956.18 61
6.625 2,956.18 743,000.00
AREA OF CAMARIL CA 93010 1 11/10/98 00
0431120948 05 01/01/99 0
71001686 O 12/01/28
0
1844446 637/G01 F 447,000.00 ZZ
360 447,000.00 1
5545 PERUGIA CIRCLE 7.125 3,011.53 44
6.875 3,011.53 1,030,000.00
SAN JOSE CA 95138 2 11/01/98 00
0431127364 05 01/01/99 0
0013428073 O 12/01/28
0
1844448 420/G01 F 255,200.00 ZZ
360 255,200.00 1
11501 PRATT RANCH ROAD 6.875 1,676.49 79
6.625 1,676.49 325,000.00
HOPLAND CA 95449 1 11/04/98 00
0431113745 05 01/01/99 0
390856 O 12/01/28
0
1844492 893/G01 F 266,000.00 ZZ
360 266,000.00 1
2425 WREN COURT 7.375 1,837.20 89
7.125 1,837.20 300,000.00
SOUTH SAN FRANC CA 94080 2 11/11/98 11
0431119031 07 01/01/99 25
98100173 O 12/01/28
0
1
1844495 K08/G01 F 528,800.00 ZZ
360 528,800.00 1
163 ALVARADO ROAD 7.250 3,607.35 80
7.000 3,607.35 661,000.00
BERKELEY CA 94705 1 11/11/98 00
0411138308 05 01/01/99 0
411138308 O 12/01/28
0
1844505 K08/G01 F 192,500.00 ZZ
360 192,500.00 1
8620 SOUTH NAGLE AVENUE 7.375 1,329.55 70
7.125 1,329.55 275,000.00
BURBANK IL 60459 2 11/13/98 00
0411065949 05 01/01/99 0
411065949 O 12/01/28
0
1844509 K08/G01 F 284,000.00 ZZ
360 284,000.00 1
1217 JANICE DRIVE 7.750 2,034.61 80
7.500 2,034.61 355,000.00
SANTA CLARA CA 95050 1 11/03/98 00
0411106339 05 01/01/99 0
411106339 O 12/01/28
0
1844511 K08/G01 F 231,000.00 ZZ
360 231,000.00 1
3914 PICEA COURT 7.500 1,615.19 49
7.250 1,615.19 480,000.00
HAYWARD CA 94542 5 11/11/98 00
0411130628 05 01/01/99 0
411130628 O 12/01/28
0
1844516 944/G01 F 287,000.00 ZZ
360 287,000.00 1
1040 VISTA DEL MAR 7.250 1,957.85 70
7.000 1,957.85 410,000.00
SAN JOSE CA 95132 1 11/16/98 00
0431119346 05 01/01/99 0
16893 O 12/01/28
0
1844519 K08/G01 F 168,000.00 ZZ
360 168,000.00 1
1
1826 CANYON DRIVE 7.500 1,174.68 59
7.250 1,174.68 285,000.00
LOS ANGELES CA 90028 2 11/13/98 00
0411134109 05 01/01/99 0
411134109 O 12/01/28
0
1844530 K08/G01 F 233,600.00 ZZ
360 233,600.00 1
15 EAST LUCERO STREET 7.125 1,573.81 80
6.875 1,573.81 292,000.00
THOUSAND OAKS CA 91360 1 11/12/98 00
0411120363 05 01/01/99 0
411120363 O 12/01/28
0
1844553 B57/G01 F 240,000.00 ZZ
360 240,000.00 1
8455 FOUNTAIN AVENUE UNIT 406 7.500 1,678.12 78
7.250 1,678.12 310,000.00
WEST HOLLYWOOD CA 90069 5 11/17/98 00
0431125327 08 01/01/99 0
9821273 O 12/01/28
0
1844579 F18/G01 F 333,750.00 ZZ
360 333,750.00 1
2939 GLEN ALDEN COURT 7.250 2,276.77 75
7.000 2,276.77 445,000.00
SAN JOSE CA 95148 5 11/17/98 00
0431122852 05 01/01/99 0
R00342 O 12/01/28
0
1844619 664/G01 F 288,000.00 ZZ
360 287,775.33 1
20030 SHADOW HILLS COURT 7.250 1,964.67 80
7.000 1,964.67 360,000.00
SAUGUS AREA CA 91350 2 10/29/98 00
0431117878 05 12/01/98 0
2626299 O 11/01/28
0
1844658 637/G01 F 282,500.00 ZZ
360 282,500.00 1
6450 PFEIFFER RANCH RD 7.125 1,903.26 35
6.875 1,903.26 823,000.00
SAN JOSE CA 95120 2 11/02/98 00
0431127562 05 01/01/99 0
1
0013428156 O 12/01/28
0
1844987 964/G01 F 230,750.00 ZZ
360 230,750.00 1
200 TINA WAY 7.000 1,535.19 80
6.750 1,535.19 288,482.00
GRATON CA 95444 1 11/17/98 00
0431114750 05 01/01/99 0
41494 O 12/01/28
0
1844990 685/G01 F 257,350.00 ZZ
360 257,350.00 1
7596 EISENHOWER STREET 7.375 1,777.46 80
7.125 1,777.46 321,730.00
SAN BUENAVENTUR CA 93004 1 11/12/98 00
0431117530 05 01/01/99 0
115997 O 12/01/28
0
1845000 E82/G01 F 612,500.00 ZZ
360 612,500.00 1
41 AMBERWOOD LANE 6.875 4,023.69 72
6.625 4,023.69 860,000.00
WALNUT CREEK CA 94598 2 11/20/98 00
0400162293 05 01/01/99 0
400162293 O 12/01/28
0
1845005 637/G01 F 234,000.00 ZZ
360 233,817.45 1
10295 NORTH STERLING LANE 7.250 1,596.30 78
7.000 1,596.30 300,000.00
FRESNO CA 93720 2 10/28/98 00
0431115120 03 12/01/98 0
0013413927 O 11/01/28
0
1845006 E82/G01 F 104,900.00 ZZ
360 104,900.00 1
3366 MERRYVALE ROAD 6.875 689.12 67
6.625 689.12 156,900.00
EUGENE OR 97404 1 11/25/98 00
0400164521 05 01/01/99 0
400164521 O 12/01/28
0
1
1845012 637/G01 F 293,000.00 ZZ
360 293,000.00 1
4719 91ST AVENUE SE 7.000 1,949.34 66
6.750 1,949.34 450,000.00
MERCER ISLAND WA 98040 2 11/05/98 00
0431115047 05 01/01/99 0
0010483345 O 12/01/28
0
1845046 069/G01 F 337,800.00 ZZ
360 337,549.30 1
16 INDIANA 7.500 2,361.95 80
7.250 2,361.95 425,000.00
IRVINE CA 92606 1 10/15/98 00
0431125079 05 12/01/98 0
236229395 O 11/01/28
0
1845056 069/G01 F 200,000.00 ZZ
360 199,831.97 1
1006 NORTH KROEGER AVENUE 6.875 1,313.86 80
6.625 1,313.86 250,000.00
FULLERTON CA 92831 1 10/26/98 00
0431125202 05 12/01/98 0
230217 O 11/01/28
0
1845068 637/G01 F 201,450.00 ZZ
360 201,450.00 1
12651 SKI VIEW LOOP 7.375 1,391.37 68
7.125 1,391.37 300,000.00
TRUCKEE CA 96161 5 11/09/98 00
0431122589 03 01/01/99 0
8734709 O 12/01/28
0
1845072 B57/G01 F 510,000.00 ZZ
360 510,000.00 1
1460 LINDA RIDGE ROAD 7.250 3,479.10 65
7.000 3,479.10 790,000.00
PASADENA CA 91103 2 11/19/98 00
0431120633 05 01/01/99 0
9830738 O 12/01/28
0
1845073 637/G01 F 250,000.00 ZZ
360 250,000.00 1
7160 ANJOU CREEK COURT 7.250 1,705.44 52
7.000 1,705.44 487,000.00
1
SAN JOSE CA 95120 2 11/02/98 00
0431124833 05 01/01/99 0
0013431069 O 12/01/28
0
1845080 637/G01 F 264,000.00 ZZ
360 264,000.00 1
5765 DARBY AVENUE 7.250 1,800.95 80
7.000 1,800.95 330,000.00
LAS VEGAS NV 89146 1 11/13/98 00
0431122621 05 01/01/99 0
0011527355 O 12/01/28
0
1845141 K08/G01 F 346,500.00 ZZ
360 346,500.00 1
6054 S. AKRON WAY 8.000 2,542.49 90
7.750 2,542.49 385,000.00
ENGLEWOOD CO 80111 2 11/13/98 04
0411137300 03 01/01/99 25
411137300 O 12/01/28
0
1845150 907/G01 F 375,900.00 ZZ
360 375,900.00 1
3312 KLINE DRIVE 7.250 2,564.30 80
7.000 2,564.30 469,900.00
VIRGINIA BEACH VA 23452 1 11/12/98 00
0431116540 05 01/01/99 0
10004131 O 12/01/28
0
1845154 K08/G01 F 165,000.00 ZZ
360 165,000.00 1
13736 WANEGARDEN DRIVE 8.000 1,210.71 79
7.750 1,210.71 210,000.00
GERMANTOWN MD 20874 2 11/11/98 00
0411137169 03 01/01/99 0
411137169 O 12/01/28
0
1845161 K08/G01 F 180,000.00 ZZ
360 180,000.00 1
10 WHISPERING SPRING DRIVE 7.000 1,197.54 61
6.750 1,197.54 298,500.00
MILLSTONE NJ 07728 1 11/13/98 00
0410968879 05 01/01/99 0
410968879 O 12/01/28
0
1
1845175 948/G01 F 256,500.00 ZZ
360 256,500.00 1
4305 SADDLEHORN DRIVE 6.875 1,685.03 90
6.625 1,685.03 285,000.00
RENO NV 89511 1 11/23/98 14
0431121995 03 01/01/99 25
35344 O 12/01/28
0
1845204 965/G01 F 270,000.00 ZZ
360 270,000.00 1
4041 NORTH PAINTED QUAIL DRIVE 7.250 1,841.88 75
7.000 1,841.88 360,000.00
TUCSON AZ 85750 1 11/20/98 00
0431122001 03 01/01/99 0
0000 O 12/01/28
0
1845205 A50/A50 F 469,000.00 ZZ
360 468,605.98 1
2833 MONTEVALLO ROAD 6.875 3,081.00 65
6.625 3,081.00 724,000.00
BIRMINGHAM AL 35223 2 10/26/98 00
116626 05 12/01/98 0
116626 O 11/01/28
0
1845220 961/G01 F 215,000.00 ZZ
360 214,819.37 1
217 ALICE STREET 6.875 1,412.40 69
6.625 1,412.40 315,000.00
ARCADIA CA 91006 1 10/29/98 00
0431124379 01 12/01/98 0
09111662 O 11/01/28
0
1845269 G15/G01 F 79,000.00 ZZ
360 78,873.27 1
15 CROWLEY AVENUE 7.125 532.24 54
6.875 532.24 147,000.00
MILFORD CT 06460 2 09/25/98 00
0431123439 05 11/01/98 0
40020931 O 10/01/28
0
1845314 601/G01 F 340,000.00 ZZ
360 339,714.36 1
1
3600 BRIAR HILL ROAD 6.875 2,233.56 74
6.625 2,233.56 460,000.00
LEXINGTON KY 40516 5 10/23/98 00
0431119395 03 12/01/98 0
1283990 O 11/01/28
0
1845318 601/G01 F 328,500.00 ZZ
360 328,500.00 1
54 SPRUCE COURT 6.875 2,158.02 90
6.625 2,158.02 365,000.00
EVERGREEN CO 80439 1 11/09/98 11
0431120245 05 01/01/99 25
21058524 O 12/01/28
0
1845319 601/G01 F 331,500.00 ZZ
360 331,234.90 1
6540 PHEASANT RUN PLACE 7.125 2,233.38 75
6.875 2,233.38 442,000.00
LINCOLN NE 68516 5 10/23/98 00
0431119353 03 12/01/98 0
1281402 O 11/01/28
0
1845326 601/G01 F 428,000.00 ZZ
360 427,657.73 1
2516 HASTINGS DRIVE 7.125 2,883.52 80
6.875 2,883.52 535,000.00
BELMONT CA 94002 1 10/19/98 00
0431119791 05 12/01/98 0
1264938 O 11/01/28
0
1845337 601/G01 F 244,000.00 ZZ
360 243,804.87 1
LOT 48 SIERRA PINES DRIVE 7.125 1,643.88 79
6.875 1,643.88 310,262.00
SHOW LOW AZ 85901 1 10/23/98 00
0431126598 03 12/01/98 0
12868097 O 11/01/28
0
1845339 601/G01 F 325,000.00 ZZ
360 324,713.25 1
41 KEATS ROAD 6.625 2,081.02 61
6.375 2,081.02 535,000.00
MILLBURN TOWNSH NJ 07078 1 10/30/98 00
0431119437 05 12/01/98 0
1
1280819 O 11/01/28
0
1845370 601/G01 F 301,150.00 ZZ
360 300,942.75 1
226 KENWOOD COURT 7.875 2,183.55 71
7.625 2,183.55 430,000.00
GROSSE POINTE F MI 48236 2 10/14/98 00
0431119452 05 12/01/98 0
1283670 O 11/01/28
0
1845371 601/G01 F 361,250.00 ZZ
360 360,953.88 1
9205 TANOAN DRIVE NE 7.000 2,403.41 85
6.750 2,403.41 425,000.00
ALBUQUERQUE NM 87111 2 10/23/98 01
0431120153 03 12/01/98 12
1284246 O 11/01/28
0
1845375 601/G01 F 250,000.00 ZZ
360 250,000.00 1
1157 TABORLAKE WALK 7.000 1,663.26 79
6.750 1,663.26 319,900.00
LEXINGTON KY 40502 2 11/06/98 00
0431119429 03 01/01/99 0
1286517 O 12/01/28
0
1845377 601/G01 F 293,550.00 ZZ
360 293,321.00 1
3044 WOODLAWN AVENUE 7.250 2,002.53 95
7.000 2,002.53 309,000.00
MINNETONKA MN 55391 1 10/29/98 04
0431120179 05 12/01/98 30
12949152 O 11/01/28
0
1845383 601/G01 F 320,000.00 ZZ
360 319,737.70 1
20180 ROCK SPRING ROAD 7.000 2,128.97 80
6.750 2,128.97 400,000.00
AROMAS CA 95004 1 10/02/98 00
0431119411 03 12/01/98 0
1287752 O 11/01/28
0
1
1845384 E82/G01 F 180,000.00 ZZ
360 180,000.00 1
1975 PLAYA STREET 7.500 1,258.59 50
7.250 1,258.59 360,000.00
SAN MATEO CA 94403 2 11/23/98 00
0400161824 05 01/01/99 0
0400161824 O 12/01/28
0
1845463 976/976 F 500,000.00 ZZ
360 499,197.93 1
2125 BOWDOIN STREET 7.125 3,368.60 63
6.875 3,368.60 800,000.00
PALO ALTO CA 94306 5 09/18/98 00
5360336 05 11/01/98 0
5360336 O 10/01/28
0
1845464 976/976 F 292,200.00 ZZ
360 291,753.94 1
17040 VILLA GLEN DRIVE 7.375 2,018.16 68
7.125 2,018.16 430,000.00
LOS GATOS CA 95033 5 09/18/98 00
5360377 05 11/01/98 0
5360377 O 10/01/28
0
1845467 976/976 F 359,600.00 ZZ
360 359,051.06 1
361 TRYSAIL COURT 7.375 2,483.67 72
7.125 2,483.67 500,000.00
FOSTER CITY CA 94404 5 09/11/98 00
5362997 05 11/01/98 0
5362997 O 10/01/28
0
1845476 976/976 F 274,000.00 ZZ
360 272,946.63 1
511 LEAFHAVEN LANE 7.375 1,892.46 90
7.125 1,892.46 305,000.00
WINDSOR CA 95492 1 09/28/98 11
5369312 05 11/01/98 25
5369312 O 10/01/28
0
1845480 976/976 F 1,000,000.00 ZZ
360 999,257.85 1
4750 ASCOT DRIVE 7.500 6,992.15 60
7.250 6,992.15 1,680,000.00
1
CUMMING GA 30040 2 10/29/98 00
5372716 05 12/01/98 0
5372716 O 11/01/28
0
1845486 976/976 F 315,000.00 ZZ
360 314,482.07 1
490 STRAWBERRY CANYON ROAD 7.000 2,095.71 75
6.750 2,095.71 420,000.00
WATSONVILLE CA 95076 5 09/17/98 00
5378718 05 11/01/98 0
5378718 O 10/01/28
0
1845506 976/976 F 251,100.00 ZZ
360 250,716.68 1
5157 RIDGEVINE WAY 7.375 1,734.29 90
7.125 1,734.29 279,000.00
FAIR OAKS CA 95628 1 09/24/98 11
5382905 05 11/01/98 25
5382905 O 10/01/28
0
1845516 976/976 F 264,300.00 ZZ
360 264,083.35 1
5741 LE SAGE AVENUE 7.000 1,758.40 90
6.750 1,758.40 294,000.00
WOODLAND HILLS CA 91367 1 10/21/98 10
5384136 05 12/01/98 25
5384136 O 11/01/28
0
1845609 976/976 F 319,000.00 ZZ
360 318,763.25 1
835 PORTOLA DRIVE 7.500 2,230.50 71
7.250 2,230.50 450,000.00
SAN FRANCISCO CA 94127 5 10/02/98 00
5416862 05 12/01/98 0
5416862 O 11/01/28
0
1845610 976/976 F 296,250.00 ZZ
360 296,024.57 1
7628 GLENBROOK COURT 7.375 2,046.13 75
7.125 2,046.13 395,000.00
PLEASANTON CA 94588 5 10/01/98 00
5416866 05 12/01/98 0
5416866 O 11/01/28
0
1
1845611 976/976 F 415,000.00 ZZ
360 414,684.21 1
2730 SAN MIGUEL WAY 7.375 2,866.31 64
7.125 2,866.31 655,000.00
SAN CARLOS CA 94070 5 10/06/98 00
5416878 05 12/01/98 0
5416878 O 11/01/28
0
1845612 976/976 F 263,000.00 ZZ
360 262,779.04 1
1747 MONTICELLO ROAD 6.875 1,727.73 52
6.625 1,727.73 513,000.00
SAN MATEO CA 94402 5 10/06/98 00
5416971 05 12/01/98 0
5416971 O 11/01/28
0
1845615 976/976 F 297,000.00 ZZ
360 296,650.48 1
31 DUMONT COURT 6.875 1,951.08 65
6.625 1,951.08 460,000.00
MILLBRAE CA 94030 5 10/07/98 00
5417199 05 12/01/98 0
5417199 O 11/01/28
0
1845616 976/976 F 612,000.00 ZZ
360 611,065.76 1
450 EAST OCOTILLO ROAD 7.375 4,226.94 78
7.125 4,226.94 785,000.00
PHOENIX AZ 85012 2 09/23/98 00
5418713 05 11/01/98 0
5418713 O 10/01/28
0
1845622 976/976 F 270,300.00 ZZ
360 269,897.54 1
1557 VISALIA AVE. 7.500 1,889.98 74
7.250 1,889.98 370,000.00
BERKLEY CA 94707 5 09/24/98 00
5424041 05 11/01/98 0
5424041 O 10/01/28
0
1845636 976/976 F 303,000.00 ZZ
360 302,537.46 1
1
2451 COUNTRY CLUB DRIVE 7.375 2,092.75 75
7.125 2,092.75 405,000.00
GLENDORA CA 91741 2 09/11/98 00
5428001 05 11/01/98 0
5428001 O 10/01/28
0
1845642 976/976 F 443,900.00 ZZ
360 443,545.02 1
686 CRYSTAL COURT 7.125 2,990.64 70
6.875 2,990.64 640,000.00
PLEASANTON CA 94566 5 10/05/98 00
5428266 05 12/01/98 0
5428266 O 11/01/28
0
1845643 976/976 F 303,200.00 ZZ
360 302,743.54 1
2062 REDONDELA DRIVE 7.500 2,120.02 76
7.250 2,120.02 401,000.00
RANCHO PALOS VE CA 90275 2 09/23/98 00
5428282 05 11/01/98 0
5428282 O 10/01/28
0
1845645 976/976 F 292,500.00 ZZ
360 292,064.48 1
1526 GOODMAN AVENUE 7.500 2,045.21 75
7.250 2,045.21 395,000.00
REDONDO BEACH CA 90278 5 09/28/98 00
5428317 05 11/01/98 0
5428317 O 10/01/28
0
1845655 976/976 F 280,000.00 ZZ
360 279,776.08 1
2535 LANSFORD AVENUE 7.125 1,886.42 63
6.875 1,886.42 450,000.00
SAN JOSE CA 95125 5 10/07/98 00
5428518 05 12/01/98 0
5428518 O 11/01/28
0
1845666 976/976 F 559,000.00 ZZ
360 558,167.69 1
27341 LOST COLT DRIVE 7.500 3,908.61 75
7.250 3,908.61 746,000.00
LAGUNA HILLS CA 92653 5 09/14/98 00
5430217 05 11/01/98 0
1
5430217 O 10/01/28
0
1845687 976/976 F 375,000.00 ZZ
360 374,413.15 1
1 ALSTAN COURT 7.250 2,558.17 75
7.000 2,558.17 505,000.00
SACRAMENTO CA 95831 5 09/23/98 00
5433479 05 11/01/98 0
5433479 O 10/01/28
0
1845694 976/976 F 301,200.00 ZZ
360 300,965.03 1
2256 HAMILTON AVENUE 7.250 2,054.72 80
7.000 2,054.72 380,000.00
SAN BRUNO CA 94066 2 10/02/98 00
5433748 05 12/01/98 0
5433748 O 11/01/28
0
1845724 E82/G01 F 427,000.00 ZZ
360 427,000.00 1
1392 CHUCKANUT DRIVE 7.125 2,876.78 90
6.875 2,876.78 475,000.00
BELLINGHAM WA 98226 2 11/23/98 04
0400154704 05 01/01/99 25
400154704 O 12/01/28
0
1845732 E82/G01 F 181,000.00 ZZ
360 181,000.00 1
188 BAR HARBOR ROAD 7.625 1,281.11 80
7.375 1,281.11 226,750.00
FREEHOLD NJ 07728 1 11/30/98 00
0400161139 05 01/01/99 0
400161139 O 12/01/28
0
1845733 E82/G01 F 585,000.00 ZZ
360 585,000.00 1
10062 SOUTH STONE MOUNTAI 7.250 3,990.73 80
COVE 7.000 3,990.73 735,000.00
SANDY UT 84092 2 11/23/98 00
0400161022 05 01/01/99 0
1637274 O 12/01/28
0
1
1845779 889/G01 F 310,000.00 ZZ
360 310,000.00 1
520 TALBOT AVENUE 7.625 2,194.16 80
7.375 2,194.16 387,500.00
ALBANY CA 94706 1 11/17/98 00
0431119528 05 01/01/99 0
51601828 O 12/01/28
0
1845797 K08/G01 F 499,000.00 ZZ
360 499,000.00 1
16135 GREENWOOD LANE 7.000 3,319.86 50
6.750 3,319.86 1,000,000.00
LOS GATOS CA 95030 2 11/12/98 00
0411120140 05 01/01/99 0
411120140 O 12/01/28
0
1845801 K08/G01 F 160,000.00 ZZ
360 160,000.00 1
3362 EAST LANDEN STREET 7.375 1,105.08 79
7.125 1,105.08 203,000.00
CAMARILLO CA 93010 2 11/16/98 00
0411119878 05 01/01/99 0
411119878 O 12/01/28
0
1845853 K08/G01 F 330,000.00 ZZ
360 330,000.00 1
8115 SOUTH GLENCOE COURT 6.875 2,167.87 56
6.625 2,167.87 590,000.00
LITTLETON CO 80122 2 11/13/98 00
0411143597 05 01/01/99 0
411143597 O 12/01/28
0
1845854 H47/G01 F 400,000.00 ZZ
360 400,000.00 1
113 GOLDENTHAL COURT 6.750 2,594.40 90
6.500 2,594.40 446,000.00
MORRISVILLE NC 27560 1 11/25/98 10
0431118918 05 01/01/99 25
0000 O 12/01/28
0
1845866 K08/G01 F 127,500.00 ZZ
360 127,500.00 1
ROUTE 1, BOX 165C 7.500 891.50 75
7.250 891.50 170,000.00
1
LOCKHART TX 78644 1 11/05/98 00
0411064793 05 01/01/99 0
411064793 O 12/01/28
0
1845879 966/G01 F 315,000.00 ZZ
360 314,754.27 1
809 LAKE CREEK DRIVE 7.250 2,148.86 70
7.000 2,148.86 450,000.00
MCKINNEY TX 75070 1 10/30/98 00
0431119049 03 12/01/98 0
3008441 O 11/01/28
0
1845883 964/G01 F 412,500.00 ZZ
360 412,500.00 1
5 OAKHILL DRIVE 7.125 2,779.09 75
6.875 2,779.09 550,000.00
SAN ANSELMO CA 94960 1 11/10/98 00
0431115971 05 01/01/99 0
44289 O 12/01/28
0
1845895 K08/G01 F 89,900.00 ZZ
360 89,900.00 1
713 LIGHTHOUSE DRIVE 7.500 628.59 84
7.250 628.59 108,000.00
NORTH PALM BEAC FL 33408 2 11/12/98 04
0411102213 05 01/01/99 12
411102213 O 12/01/28
0
1845900 K08/G01 F 291,200.00 ZZ
360 291,200.00 1
31321 SILVER SPUR TRAIL 7.375 2,011.25 80
7.125 2,011.25 364,000.00
FAIR OAKS RANCH TX 78015 4 11/18/98 00
0410679815 03 01/01/99 0
410679815 O 12/01/28
0
1845909 K08/G01 F 70,000.00 ZZ
360 70,000.00 1
1105 S PALMWAY 6.875 459.85 59
6.625 459.85 120,000.00
LAKE WORTH FL 33460 1 11/12/98 00
0411113244 05 01/01/99 0
411113244 O 12/01/28
0
1
1845928 976/976 F 393,100.00 ZZ
360 392,469.41 1
28441 CALLE PINATA 7.125 2,648.39 90
6.875 2,648.39 436,818.00
SAN JUAN CAPIST CA 92675 1 09/25/98 11
5285060 03 11/01/98 25
5285060 O 10/01/28
0
1845960 811/G01 F 640,000.00 ZZ
360 640,000.00 1
15 PANORAMA LANE 7.250 4,365.93 80
7.000 4,365.93 800,000.00
SANTA CRUZ CA 95060 1 11/10/98 00
0431123314 05 01/01/99 0
FM02207823 O 12/01/28
0
1845967 356/G01 F 244,000.00 ZZ
360 244,000.00 1
813 ORCHID AVE 7.500 1,706.09 70
7.250 1,706.09 350,000.00
CAPITOLA CA 95010 2 11/03/98 00
0431120021 05 01/01/99 0
2579068 O 12/01/28
0
1845970 356/G01 F 503,000.00 ZZ
360 503,000.00 1
324 GUADALUPE TERR 7.500 3,517.05 68
7.250 3,517.05 750,000.00
FREMONT CA 94539 2 11/03/98 00
0431120013 03 01/01/99 0
2624302 O 12/01/28
0
1845973 356/G01 F 300,000.00 ZZ
360 300,000.00 1
9 TIPPERARY COURT 7.500 2,097.65 66
7.250 2,097.65 458,000.00
ALAMEDA CA 94502 2 11/02/98 00
0431119981 03 01/01/99 0
2634624 O 12/01/28
0
1845979 356/G01 F 245,000.00 ZZ
360 245,000.00 1
1
20306 ANZA DRIVE 7.500 1,713.08 78
7.250 1,713.08 315,000.00
SALINAS CA 93908 2 11/03/98 00
0431120005 05 01/01/99 0
2599009 O 12/01/28
0
1845986 830/G01 F 261,450.00 ZZ
360 261,450.00 1
2107 SEAVIEW DRIVE 7.500 1,828.10 75
7.250 1,828.10 350,000.00
FULLERTON CA 92833 2 11/19/98 00
0431124130 03 01/01/99 0
539973 O 12/01/28
0
1846018 E26/G01 F 263,200.00 ZZ
360 262,984.25 1
20020 OXNARD STREET 7.000 1,751.08 80
6.750 1,751.08 329,000.00
WOODLAND HILLS CA 91367 1 10/22/98 00
0431118322 05 12/01/98 0
34801527 O 11/01/28
0
1846023 E26/G01 F 272,500.00 ZZ
360 272,282.08 1
17809 STONERIDGE DRIVE 7.125 1,835.89 65
6.875 1,835.89 420,000.00
GAITHERSBURG MD 20878 2 10/09/98 00
0431118157 05 12/01/98 0
45800964 O 11/01/28
0
1846026 E26/G01 F 264,400.00 ZZ
360 264,193.74 1
8316 FALL CHILL COURT 7.250 1,803.68 90
7.000 1,803.68 295,000.00
ELLICOTT CITY MD 21043 2 10/22/98 11
0431118033 05 12/01/98 25
45800925 O 11/01/28
0
1846031 E26/G01 F 272,800.00 ZZ
360 272,570.81 1
11121 DEBORAH DRIVE 6.875 1,792.11 80
6.625 1,792.11 341,000.00
POTOMAC MD 20854 1 10/16/98 00
0431121011 05 12/01/98 0
1
45800816 O 11/01/28
0
1846046 976/976 F 371,450.00 ZZ
360 371,152.95 1
18708 ASHFORD LANE 7.125 2,502.53 90
6.875 2,502.53 412,731.00
HUNTINGTON BEAC CA 92648 1 10/02/98 11
5351264 03 12/01/98 25
5351264 O 11/01/28
0
1846053 976/976 F 380,750.00 ZZ
360 380,027.84 1
255 CALLE LA MESA 7.375 2,629.75 73
7.125 2,629.75 525,000.00
MORAGA CA 94556 5 09/25/98 00
5360405 03 11/01/98 0
5360405 O 10/01/28
0
1846085 976/976 F 375,000.00 ZZ
360 374,728.58 1
932 GARDENIA WAY 7.625 2,654.23 75
7.375 2,654.23 500,000.00
NEWPORT BEACH CA 92625 5 10/20/98 00
5402676 09 12/01/98 0
5402676 O 11/01/28
0
1846091 976/976 F 391,500.00 ZZ
360 390,945.57 1
53 LARIAT COURT 7.750 2,804.76 74
7.500 2,804.76 535,000.00
WALNUT CREEK CA 94596 5 09/24/98 00
5413846 03 11/01/98 0
5413846 O 10/01/28
0
1846094 976/976 F 300,000.00 ZZ
360 299,275.52 1
26 CADIZ CIRCLE 7.250 2,046.53 58
7.000 2,046.53 525,000.00
REDWOOD CITY CA 94065 5 09/16/98 00
5416421 03 11/01/98 0
5416421 O 10/01/28
0
1
1846099 976/976 F 235,600.00 ZZ
360 235,231.31 1
2340 PALOMIRA COURT 7.250 1,607.21 95
7.000 1,607.21 248,000.00
CHULA VISTA CA 91915 1 09/23/98 11
5422527 01 11/01/98 30
5422527 O 10/01/28
0
1846108 976/976 F 480,000.00 ZZ
360 479,285.29 1
1 NORTH PORTOLA ROAD 7.500 3,356.24 62
7.250 3,356.24 775,000.00
LAGUNA BEACH CA 92677 5 09/25/98 00
5428051 03 11/01/98 0
5428051 O 10/01/28
0
1846109 976/976 F 262,500.00 ZZ
360 262,089.20 1
28602 BROOKHILL ROAD 7.250 1,790.72 74
7.000 1,790.72 355,000.00
TRABUCO CANYON CA 92679 5 09/10/98 00
5428052 03 11/01/98 0
5428052 O 10/01/28
0
1846111 976/976 F 270,000.00 ZZ
360 269,673.17 1
27852 CAMINO DEL RIO 6.875 1,773.71 75
6.625 1,773.71 360,000.00
SAN JUAN CAPIST CA 92675 5 10/06/98 00
5428123 01 12/01/98 0
5428123 O 11/01/28
0
1846112 976/976 F 478,600.00 ZZ
360 477,869.40 1
18738 OLMEDA PLACE 7.375 3,305.58 67
7.125 3,305.58 715,000.00
SAN DIEGO CA 92128 5 09/29/98 00
5428150 03 11/01/98 0
5428150 O 10/01/28
0
1846119 976/976 F 270,000.00 ZZ
360 269,804.58 1
386 EAST 15TH STREET UNIT D 7.625 1,911.05 75
7.375 1,911.05 360,000.00
1
COSTA MESA CA 92627 5 10/07/98 00
5428516 03 12/01/98 0
5428516 O 11/01/28
0
1846120 976/976 F 375,750.00 ZZ
360 375,426.48 1
22 SKYCREST 6.750 2,437.11 75
6.500 2,437.11 501,000.00
MISSION VIEJO CA 92692 5 10/13/98 00
5428596 03 12/01/98 0
5428596 O 11/01/28
0
1846137 976/976 F 284,900.00 ZZ
360 284,454.14 1
914 CALLE VENEZIA 7.250 1,943.53 70
7.000 1,943.53 407,000.00
SAN CLEMENTE CA 92672 5 09/18/98 00
5433078 03 11/01/98 0
5433078 O 10/01/28
0
1846141 976/976 F 315,000.00 ZZ
360 314,754.27 1
68 7TH AVENUE 7.250 2,148.86 53
7.000 2,148.86 600,000.00
SAN FRANCISCO CA 94118 5 10/07/98 00
5433369 01 12/01/98 0
5433369 O 11/01/28
0
1846157 976/976 F 373,000.00 ZZ
360 372,355.89 1
490 JETER STREET 6.750 2,419.28 90
6.500 2,419.28 415,000.00
REDWOOD CITY CA 94062 1 09/24/98 11
5445019 05 11/01/98 25
5445019 O 10/01/28
0
1846169 948/G01 F 256,400.00 ZZ
360 256,400.00 1
755 DOUGLAS FIR DRIVE 7.125 1,727.42 80
6.875 1,727.42 320,500.00
RENO NV 89511 1 11/18/98 00
0431126838 03 01/01/99 0
35758 O 12/01/28
0
1
1846194 976/976 F 260,000.00 ZZ
360 259,802.16 1
273 NORTH HARWOOD STREET 7.375 1,795.76 90
7.125 1,795.76 290,000.00
ORANGE CA 92866 2 10/07/98 04
5468053 05 12/01/98 25
5468053 O 11/01/28
0
1846200 976/976 F 287,300.00 ZZ
360 287,070.25 1
5894 APIA DRIVE 7.125 1,935.59 95
6.875 1,935.59 302,500.00
CYPRESS CA 90630 1 10/14/98 11
5473161 05 12/01/98 30
5473161 O 11/01/28
0
1846268 976/976 F 320,000.00 ZZ
360 319,523.54 1
707 BRYANT ST. #307 7.500 2,237.49 64
7.250 2,237.49 500,000.00
PALO ALTO CA 94301 5 09/01/98 00
7985200 01 11/01/98 0
7985200 O 10/01/28
0
1846271 976/976 F 403,000.00 ZZ
360 402,399.97 1
1230 SHERMAN AVENUE 7.500 2,817.83 72
7.250 2,817.83 560,000.00
MENLO PARK CA 94025 5 09/02/98 00
7985599 05 11/01/98 0
7985599 O 10/01/28
0
1846297 976/976 F 280,950.00 ZZ
360 280,499.33 1
1018 6TH STREET, UNIT C 7.125 1,892.81 75
6.875 1,892.81 375,000.00
SANTA MONICA CA 90403 5 08/17/98 00
7990709 01 10/01/98 0
7990709 O 09/01/28
0
1846332 976/976 F 240,350.00 ZZ
360 239,797.96 1
1
15711 BREWER RD. 7.375 1,660.04 95
7.125 1,660.04 253,000.00
GRASS VALLEY CA 95949 1 08/06/98 12
7993450 05 10/01/98 30
7993450 O 09/01/28
0
1846334 976/976 F 251,750.00 ZZ
360 251,171.79 1
25691 WHITE SANDS STREET 7.375 1,738.77 95
7.125 1,738.77 265,000.00
DANA POINT CA 92629 1 08/13/98 01
7993461 03 10/01/98 30
7993461 O 09/01/28
0
1846340 976/976 F 280,000.00 ZZ
360 279,572.57 1
44949 COUGAR CIRCLE 7.375 1,933.89 39
7.125 1,933.89 725,000.00
FREMONT CA 94539 5 09/17/98 00
7993512 03 11/01/98 0
7993512 O 10/01/28
0
1846348 976/976 F 330,000.00 ZZ
360 329,736.11 1
152 BELVEDERE AVENUE 7.125 2,223.27 73
6.875 2,223.27 456,000.00
SAN CARLOS CA 94070 5 10/05/98 00
7994141 05 12/01/98 0
7994141 O 11/01/28
0
1846360 637/G01 F 340,000.00 ZZ
360 340,000.00 1
58 SONIA STREET 7.125 2,290.65 71
6.875 2,290.65 480,000.00
OAKLAND CA 94618 2 11/04/98 00
0431127190 05 01/01/99 0
0013428305 O 12/01/28
0
1846367 E26/G01 F 316,000.00 ZZ
360 315,753.49 1
21512 COUNTRYSIDE DRIVE 7.250 2,155.68 80
7.000 2,155.68 395,000.00
LAKE FOREST CA 92630 1 10/20/98 00
0431118280 03 12/01/98 0
1
34801469 O 11/01/28
0
1846377 956/G01 F 277,500.00 ZZ
360 277,500.00 1
502 MOUNT OLIVE DRIVE 6.750 1,799.86 72
6.500 1,799.86 386,000.00
BRADBURY CA 91010 1 11/18/98 00
0431120732 05 01/01/99 0
508110496 O 12/01/28
0
1846383 E26/G01 F 532,000.00 ZZ
360 531,519.06 1
6736 GREENTREE ROAD 6.500 3,362.61 80
6.250 3,362.61 665,000.00
BETHESDA MD 20817 1 10/14/98 00
0431118058 05 12/01/98 0
45800741 O 11/01/28
0
1846388 E26/G01 F 270,000.00 ZZ
360 269,789.37 1
1913 AMBER LANE 7.250 1,841.88 75
7.000 1,841.88 360,000.00
BURBANK CA 91504 2 10/22/98 00
0431120419 05 12/01/98 0
34801565 O 11/01/28
0
1846396 E26/G01 F 284,000.00 ZZ
360 283,533.06 1
6312 SILVERWOOD DRIVE 7.000 1,889.46 80
6.750 1,889.46 355,000.00
HUNTINGTON BEAC CA 92647 1 09/18/98 00
0431118496 05 11/01/98 0
34801192 O 10/01/28
0
1846405 E26/G01 F 260,000.00 ZZ
360 259,792.08 1
28581 LA CUMBRE STREET 7.125 1,751.67 75
6.875 1,751.67 350,000.00
LAGUNA NIGUEL CA 92677 5 10/19/98 00
0431120500 03 12/01/98 0
34801525 O 11/01/28
0
1
1846421 K08/G01 F 397,500.00 ZZ
360 397,500.00 1
6113 GRANBY ROAD 7.250 2,711.65 78
7.000 2,711.65 514,000.00
DERWOOD MD 20855 2 11/13/98 00
0411058183 05 01/01/99 0
411058183 O 12/01/28
0
1846452 E26/G01 F 288,000.00 ZZ
240 286,924.18 1
1107 CEDRUS WAY 7.250 2,276.29 80
7.000 2,276.29 360,000.00
ROCKVILLE MD 20854 2 09/24/98 00
0431117258 05 11/01/98 0
45800895 O 10/01/18
0
1846462 E26/G01 F 368,000.00 ZZ
360 367,719.98 1
8344 EAST HILLSDALE DRIVE 7.375 2,541.69 80
7.125 2,541.69 460,000.00
ORANGE CA 92869 2 10/14/98 00
0431116763 03 12/01/98 0
34801306 O 11/01/28
0
1846475 E26/G01 F 250,000.00 ZZ
360 249,804.97 1
22 TENNIS COURT 7.250 1,705.45 64
7.000 1,705.45 395,000.00
CHAPIN SC 29036 1 10/30/98 00
0431117357 03 12/01/98 0
33801346 O 11/01/28
0
1846507 696/G01 F 416,000.00 ZZ
360 416,000.00 1
1655 HUNTING RIDGE COURT 6.250 2,561.38 80
6.000 2,561.38 520,000.00
MCLEAN VA 22101 1 11/25/98 00
0431116441 05 01/01/99 0
2238193 O 12/01/28
0
1846538 889/G01 F 410,200.00 ZZ
360 410,200.00 1
73 FOSTER DRIVE 7.375 2,833.15 80
7.125 2,833.15 512,756.00
1
SAN RAMON CA 94583 1 11/19/98 00
0431125293 05 01/01/99 0
51601373 O 12/01/28
0
1846541 B87/G01 F 286,875.00 ZZ
360 286,875.00 1
85-89 SANTIAGO STREET 7.625 2,030.49 75
7.375 2,030.49 382,500.00
HOLLISWOOD NY 11427 1 11/23/98 00
0431122100 03 01/01/99 0
002400000000627 O 12/01/28
0
1846615 069/G01 F 285,000.00 ZZ
360 284,766.38 1
1351 GRANT STREET 7.000 1,896.12 72
6.750 1,896.12 400,000.00
SANTA MONICA CA 90405 5 10/28/98 00
0431124593 05 12/01/98 0
236230406 O 11/01/28
0
1846625 069/G01 F 388,000.00 ZZ
360 388,000.00 1
2 MANDARIN 7.000 2,581.38 80
6.750 2,581.38 485,000.00
IRVINE CA 92604 1 11/04/98 00
0431124544 03 01/01/99 0
236230456 O 12/01/28
0
1846652 637/G01 F 264,000.00 ZZ
360 264,000.00 1
3045 REECE WAY 7.250 1,800.95 70
7.000 1,800.95 378,000.00
SAN JOSE CA 95133 1 11/05/98 00
0431124429 05 01/01/99 0
0010948347 O 12/01/28
0
1846660 685/G01 F 276,000.00 ZZ
360 276,000.00 1
535 SOUTH ABERDEEN STREET 7.375 1,906.27 80
7.125 1,906.27 345,000.00
ANAHEIM CA 92807 2 11/12/98 00
0431123892 05 01/01/99 0
115852 O 12/01/28
0
1
1846667 685/G01 F 208,000.00 ZZ
360 208,000.00 1
641 NORTH MAPLE STREET 7.250 1,418.93 80
7.000 1,418.93 260,000.00
BURBANK CA 91505 1 11/13/98 00
0431122092 05 01/01/99 0
115343 O 12/01/28
0
1846702 964/G01 F 416,000.00 ZZ
360 416,000.00 1
959 RODEO ROAD 6.875 2,732.83 80
6.625 2,732.83 520,000.00
FULLERTON CA 92835 1 10/29/98 00
0431117902 05 01/01/99 0
44140 O 12/01/28
0
1846706 714/G01 F 426,356.45 ZZ
353 426,356.45 1
201 E IRONWOOD CIRCLE 6.875 2,817.72 80
6.625 2,817.72 536,000.00
MEQUON WI 53092 2 09/30/98 00
0431126234 05 01/01/99 0
1000239920004 O 05/01/28
0
1846707 964/G01 F 256,000.00 ZZ
360 255,805.20 1
5174 ENGLEWOOD DRIVE 7.375 1,768.13 64
7.125 1,768.13 400,000.00
SAN JOSE CA 95129 2 10/19/98 00
0431118314 05 12/01/98 0
43496 O 11/01/28
0
1846714 964/G01 F 400,000.00 ZZ
360 400,000.00 1
1743 PUEBLO CREST LANE 7.125 2,694.87 60
6.875 2,694.87 670,000.00
LA HABRA HEIGHT CA 90631 1 11/19/98 00
0431118231 05 01/01/99 0
45949 O 12/01/28
0
1846716 964/G01 F 304,000.00 ZZ
360 303,744.61 1
1
26 WINDWARD DRIVE 6.875 1,997.06 66
6.625 1,997.06 465,000.00
CORTE MADERA CA 94925 2 10/21/98 00
0431118199 05 12/01/98 0
43882 O 11/01/28
0
1846720 B60/G01 F 336,100.00 ZZ
360 336,100.00 1
746 26TH STREET 6.500 2,124.38 52
6.250 2,124.38 655,000.00
MANHATTAN BEACH CA 90266 2 10/30/98 00
0431124791 05 01/01/99 0
258895 O 12/01/28
0
1846757 420/G01 F 154,800.00 ZZ
360 154,800.00 1
19983 SANTA MARIA AVENUE #302 7.625 1,095.67 80
7.375 1,095.67 193,500.00
CASTRO VALLEY CA 94546 1 11/03/98 00
0431118801 01 01/01/99 0
0000392613 O 12/01/28
0
1846767 562/G01 F 304,000.00 ZZ
360 304,000.00 1
46 RIDGEFIELD AVENUE 7.375 2,099.66 72
7.125 2,099.66 425,000.00
SOUTH SALEM NY 10590 2 11/30/98 00
0431123348 05 01/01/99 0
3200649 O 12/01/28
0
1846771 624/G01 F 290,700.00 ZZ
360 290,700.00 1
13440 FREMONT ROAD 7.750 2,082.61 33
7.500 2,082.61 900,000.00
LOS ALTOS HILLS CA 94022 5 11/13/98 00
0431121771 05 01/01/99 0
41101680796 O 12/01/28
0
1846774 964/G01 F 288,000.00 ZZ
360 288,000.00 1
3475 PLEASANTS TRAIL 7.750 2,063.27 90
7.500 2,063.27 320,000.00
VACAVILLE CA 95688 1 11/16/98 10
0431118298 05 01/01/99 25
1
46052 O 12/01/28
0
1846790 664/G01 F 357,000.00 ZZ
360 357,000.00 1
21350 BUTLER MARKET ROAD 7.250 2,435.37 72
7.000 2,435.37 500,000.00
BEND OR 97701 2 11/06/98 00
0431124999 05 01/01/99 0
2707321 O 12/01/28
0
1846791 956/G01 F 468,800.00 ZZ
360 468,800.00 1
1419 CORDILLERAS AVENUE 6.875 3,079.68 80
6.625 3,079.68 586,000.00
SAN CARLOS CA 94070 1 11/16/98 00
0431120872 05 01/01/99 0
208100086 O 12/01/28
0
1846800 559/G01 F 300,000.00 ZZ
360 300,000.00 1
1408 GRAND AVENUE 7.375 2,072.03 60
7.125 2,072.03 500,000.00
PIEDMONT CA 94610 1 11/17/98 00
0431122761 05 01/01/99 0
5567391 O 12/01/28
0
1846803 E87/G01 F 300,000.00 ZZ
360 300,000.00 1
1524 OCEAN DRIVE 7.250 2,046.53 64
7.000 2,046.53 475,000.00
OXNARD CA 93035 2 11/16/98 00
0431121904 05 01/01/99 0
70001809 O 12/01/28
0
1846841 685/G01 F 338,000.00 ZZ
360 338,000.00 1
13 RIDGEROCK 7.500 2,363.35 74
7.250 2,363.35 460,000.00
LAGUNA NIGUEL CA 92677 5 11/19/98 00
0431123363 03 01/01/99 0
116346 O 12/01/28
0
1
1846854 685/G01 F 270,000.00 ZZ
360 270,000.00 1
3743 FAIRLANDS DRIVE 7.250 1,841.88 74
7.000 1,841.88 365,000.00
PLEASANTON CA 94588 5 11/18/98 00
0431124619 05 01/01/99 0
116459 O 12/01/28
0
1846905 K08/G01 F 185,000.00 ZZ
360 185,000.00 1
18 MARKHAM CIRCLE 8.125 1,373.62 83
7.875 1,373.62 225,000.00
ENGLEWOOD NJ 07631 2 11/12/98 04
0411124449 01 01/01/99 12
411124449 O 12/01/28
0
1846921 K08/G01 F 214,800.00 ZZ
360 214,800.00 1
43235 KIMBERLY ANNE COURT 7.625 1,520.34 70
7.375 1,520.34 306,900.00
ASHBURN VA 20147 1 11/19/98 00
0411021728 03 01/01/99 0
411021728 O 12/01/28
0
1846922 K08/G01 F 336,000.00 ZZ
360 336,000.00 1
2444 PELHAM ROAD NORTH 7.500 2,349.36 80
7.250 2,349.36 420,000.00
ST PETERSBURG FL 33710 1 11/20/98 00
0411150642 05 01/01/99 0
411150642 O 12/01/28
0
1846974 992/G01 F 275,000.00 ZZ
360 274,795.90 1
455 ROSEDALE AVENUE 7.500 1,922.85 72
7.250 1,922.85 385,000.00
WHITE PLAINS NY 10605 1 10/23/98 00
0431122282 05 12/01/98 0
357703 O 11/01/28
0
1846983 822/G01 F 320,000.00 ZZ
360 320,000.00 1
910 TIMBERLINE DRIVE 7.125 2,155.90 75
6.875 2,155.90 430,000.00
1
GAP PA 17527 2 11/10/98 00
0431126960 05 01/01/99 0
0136097496 O 12/01/28
0
1847120 077/077 F 320,000.00 ZZ
360 320,000.00 1
64275 ROBBINSON RD 7.375 2,210.16 80
7.125 2,210.16 400,000.00
CASSOPOLLS MI 49031 1 11/23/98 00
434683 05 01/01/99 0
434683 O 12/01/28
0
1847287 882/G01 F 360,000.00 ZZ
360 360,000.00 1
5955 SW 129 TERRACE 7.375 2,486.43 75
7.125 2,486.43 480,000.00
MIAMI FL 33156 5 11/24/98 00
0431126853 05 01/01/99 0
980378 O 12/01/28
0
1847350 A52/G01 F 238,000.00 ZZ
360 238,000.00 1
204 WEST JONES STREET 7.500 1,664.13 56
7.250 1,664.13 430,000.00
SAVANNAH GA 31401 2 11/25/98 00
0431121243 09 01/01/99 0
7242 O 12/01/28
0
1847376 685/G01 F 163,000.00 ZZ
360 163,000.00 1
8045 COLLEGE AVENUE 7.250 1,111.95 78
7.000 1,111.95 210,000.00
WHITTIER CA 90605 2 11/19/98 00
0431123736 05 01/01/99 0
116147 O 12/01/28
0
1847393 731/G01 F 112,800.00 ZZ
360 112,800.00 1
4600 FAWN HILL WAY 7.375 779.08 80
7.125 779.08 141,000.00
ANTIOCH CA 94509 5 11/12/98 00
0431128495 05 01/01/99 0
911682116 O 12/01/28
0
1
1847414 964/G01 F 346,400.00 ZZ
360 346,400.00 1
1842 RANSOM ROAD 7.250 2,363.06 80
7.000 2,363.06 433,000.00
GLENDALE CA 91201 1 11/12/98 00
0431121987 05 01/01/99 0
45786 O 12/01/28
0
1847418 964/G01 F 252,800.00 ZZ
360 252,800.00 1
1340 ROSANA WAY 7.125 1,703.16 80
6.875 1,703.16 316,000.00
ROHNERT PARK CA 94928 1 11/19/98 00
0431121672 05 01/01/99 0
45036 O 12/01/28
0
1847424 964/G01 F 301,500.00 ZZ
360 301,500.00 1
21618 MARJORIE AVENUE 7.375 2,082.39 75
7.125 2,082.39 402,000.00
TORRANCE CA 90503 5 11/10/98 00
0431121615 05 01/01/99 0
44286 O 12/01/28
0
1847441 626/G01 F 337,000.00 ZZ
360 337,000.00 1
1227 43RD STREET 7.250 2,298.94 63
7.000 2,298.94 540,000.00
SACRAMENTO CA 95819 2 11/10/98 00
0431126358 05 01/01/99 0
0006990899 O 12/01/28
0
1847444 626/G01 F 328,000.00 ZZ
360 327,737.70 1
3391 CHASEN DRIVE 7.125 2,209.80 80
6.875 2,209.80 410,000.00
CAMERON PARK CA 95682 1 10/26/98 00
0431126457 05 12/01/98 0
0006983548 O 11/01/28
0
1847447 626/G01 F 630,000.00 ZZ
360 629,483.59 1
1
125 BUNCE MEADOWS DRIVE 7.000 4,191.41 70
6.750 4,191.41 900,000.00
ALAMO CA 94507 5 10/29/98 00
0431126440 05 12/01/98 0
0006978803 O 11/01/28
0
1847489 E85/G01 F 480,000.00 ZZ
360 480,000.00 1
45 BRIDGEGATE DRIVE 7.000 3,193.45 59
6.750 3,193.45 825,000.00
SAN RAFAEL CA 94903 1 11/24/98 00
0431122928 05 01/01/99 0
9604158 O 12/01/28
0
1847785 E82/G01 F 646,000.00 ZZ
360 646,000.00 1
515 BEWICK POINT, UNIT # 1 7.250 4,406.86 78
7.000 4,406.86 833,000.00
COLORADO SPRING CO 80906 2 11/18/98 00
0400161717 05 01/01/99 0
1624661 O 12/01/28
0
1848167 626/G01 F 438,000.00 ZZ
360 438,000.00 1
18774 DUNDEE AVENUE 7.250 2,987.94 68
7.000 2,987.94 650,000.00
SARATOGA CA 95070 2 11/13/98 00
0431126366 05 01/01/99 0
0006997977 O 12/01/28
0
1848173 966/G01 F 460,000.00 ZZ
360 460,000.00 1
5712 ROSWELL DRIVE 7.250 3,138.01 80
7.000 3,138.01 575,000.00
PLANO TX 75025 1 11/20/98 00
0431122787 03 01/01/99 0
30008620 O 12/01/28
0
1848182 626/G01 F 276,000.00 T
360 275,789.98 1
22042 HIGHWAY 20 7.375 1,906.27 80
7.125 1,906.27 345,000.00
NEVADA CITY CA 95959 1 10/22/98 00
0431126465 05 12/01/98 0
1
0006985030 O 11/01/28
0
1848190 E84/G01 F 400,000.00 ZZ
360 399,687.96 1
2600 SHANNON DRIVE 7.250 2,728.71 75
7.000 2,728.71 536,000.00
NORTHBROOK IL 60062 2 10/29/98 00
0431127299 05 12/01/98 0
10982748 O 11/01/28
0
1848192 964/G01 F 196,000.00 ZZ
360 196,000.00 1
21 DOGWOOD COURT 7.250 1,337.07 80
7.000 1,337.07 245,000.00
NOVATO CA 94947 1 11/16/98 00
0431124031 09 01/01/99 0
45190 O 12/01/28
0
1848249 966/G01 F 237,900.00 ZZ
360 237,709.75 1
220 HOLLYWOOD DRIVE 7.125 1,602.78 75
6.875 1,602.78 320,000.00
COPPELL TX 75019 1 11/02/98 00
0431122795 05 12/01/98 0
40006812 O 11/01/28
0
1848278 966/G01 F 492,000.00 ZZ
360 492,000.00 1
6242 JOYCE WAY 7.000 3,273.29 64
6.750 3,273.29 770,000.00
DALLAS TX 75225 1 11/13/98 00
0431122860 05 01/01/99 0
30008519 O 12/01/28
0
1848292 E84/G01 F 288,000.00 ZZ
360 287,775.33 1
7244 LONEWOLF COURT 7.250 1,964.67 90
7.000 1,964.67 320,000.00
FAIRVIEW HEIGHT IL 62208 2 11/02/98 10
0431127307 05 12/01/98 25
19981884 O 11/01/28
0
1
1848316 K08/G01 F 71,250.00 ZZ
360 71,250.00 1
7003 SOUTH DENT ROAD 7.500 498.19 75
7.250 498.19 95,000.00
HIXSON TN 37343 2 11/18/98 00
0411139405 05 01/01/99 0
411139405 O 12/01/28
0
1848346 E84/G01 F 518,000.00 ZZ
360 518,000.00 1
251 SCOTT AVENUE 6.875 3,402.89 63
6.625 3,402.89 835,000.00
WINNETKA IL 60093 5 11/16/98 00
0431127240 05 01/01/99 0
12983383 O 12/01/28
0
1848359 K08/G01 F 131,900.00 ZZ
360 131,900.00 1
620 TREBOR DRIVE 7.250 899.79 80
7.000 899.79 164,900.00
GOODLETTSVILLE TN 37072 1 11/20/98 00
0411102437 05 01/01/99 0
411102437 O 12/01/28
0
1848362 A50/A50 F 640,000.00 ZZ
360 640,000.00 1
3138 PINE RIDGE ROAD 6.625 4,097.99 72
6.375 4,097.99 890,000.00
BIRMINGHAM AL 35213 5 10/28/98 00
116898 05 01/01/99 0
116898 O 12/01/28
0
1848366 K08/G01 F 227,000.00 ZZ
360 227,000.00 1
7224 RIVER SHORE LN 7.250 1,548.54 75
7.000 1,548.54 305,000.00
CHAMPLIN MN 55316 1 11/25/98 00
0411147226 05 01/01/99 0
411147226 O 12/01/28
0
1848370 K08/G01 F 80,000.00 ZZ
360 80,000.00 1
813 GLEN OAKS 7.750 573.13 86
7.500 573.13 93,900.00
1
KNOXVILLE TN 37912 1 11/23/98 10
0411160286 05 01/01/99 25
411160286 O 12/01/28
0
1848374 626/G01 F 320,000.00 ZZ
360 320,000.00 1
2748 SEMINOLE CIRCLE 7.250 2,182.97 80
7.000 2,182.97 400,000.00
FAIRFIELD CA 94533 2 11/02/98 00
0431126473 03 01/01/99 0
0006997571 O 12/01/28
0
1848403 K08/G01 F 299,400.00 ZZ
360 299,400.00 1
61 MAJESTIC AVENUE 7.375 2,067.88 80
7.125 2,067.88 374,300.00
MIDDLETOWN NJ 07738 1 11/24/98 00
0411048994 05 01/01/99 0
411048994 O 12/01/28
0
1848434 992/G01 F 348,000.00 ZZ
360 348,000.00 1
229 BEACH 133RD STREET 7.250 2,373.98 80
7.000 2,373.98 435,000.00
BELLE HARBOR NY 11694 1 11/13/98 00
0431124924 05 01/01/99 0
351592 O 12/01/28
0
1848482 E84/G01 F 600,000.00 ZZ
360 600,000.00 1
720 JENNIFER COURT 6.750 3,891.59 50
6.500 3,891.59 1,200,000.00
LAEK FOREST IL 60045 2 11/10/98 00
0431127182 05 01/01/99 0
12983249 O 12/01/28
0
1848497 638/G01 F 318,400.00 ZZ
360 318,400.00 1
408 NW 12TH AVENUE #605 7.625 2,253.62 80
7.375 2,253.62 398,000.00
PORTLAND OR 97209 1 11/20/98 00
0431126168 08 01/01/99 0
08828286 O 12/01/28
0
1
1848504 E84/G01 F 365,500.00 ZZ
360 365,500.00 1
751 EAST LINDEN AVENUE 7.000 2,431.68 65
6.750 2,431.68 565,000.00
LAKE FOREST IL 60045 2 11/09/98 00
0431127216 05 01/01/99 0
13982150 O 12/01/28
0
1848507 E84/G01 F 450,000.00 ZZ
360 450,000.00 1
1276 GLEN HAVEN DRIVE 6.875 2,956.18 75
6.625 2,956.18 605,000.00
SAN JOSE CA 95129 1 11/13/98 00
0431126671 05 01/01/99 0
24580182 O 12/01/28
0
1848511 E84/G01 F 376,000.00 ZZ
360 376,000.00 1
543 NORTH FRANKLIN AVENUE 7.125 2,533.18 79
6.875 2,533.18 480,000.00
RIVER FOREST IL 60305 2 11/06/98 00
0431127232 05 01/01/99 0
10982903 O 12/01/28
0
1848539 E84/G01 F 319,200.00 ZZ
360 319,200.00 1
95 26TH AVENUE UNIT B 6.750 2,070.33 80
6.500 2,070.33 399,000.00
SAN FRANCISCO CA 94121 1 11/06/98 00
0431127125 01 01/01/99 0
23081135 O 12/01/28
0
1848551 822/G01 F 283,500.00 ZZ
360 283,500.00 1
241 VIRGINIA DRIVE 6.875 1,862.40 75
6.625 1,862.40 378,000.00
PHOENIXVILLE PA 19460 5 11/03/98 00
0431123264 05 01/01/99 0
1066000390 O 12/01/28
0
1848583 822/G01 F 400,000.00 ZZ
360 400,000.00 1
1
144 LIBRARY PLACE 6.250 2,462.87 41
6.000 2,462.87 976,500.00
PRINCETON NJ 08540 1 11/04/98 00
0431123488 05 01/01/99 0
3606002947 O 12/01/28
0
1848882 638/G01 F 342,400.00 ZZ
360 342,400.00 1
513 AVALON DRIVE 7.500 2,394.11 80
7.250 2,394.11 428,000.00
SOUTH SAN FRANC CA 94080 1 11/11/98 00
0431123884 05 01/01/99 0
08817538 O 12/01/28
0
1848909 601/G01 F 460,000.00 ZZ
360 460,000.00 1
1503 LACE BARK COURT 7.250 3,138.01 80
7.000 3,138.01 575,400.00
CHESTERFIELD MO 63005 2 11/16/98 00
0431123421 03 01/01/99 0
12800959 O 12/01/28
0
1848967 964/G01 F 324,000.00 ZZ
360 324,000.00 1
1026 TIMERLINE LANE 7.250 2,210.25 80
7.000 2,210.25 405,000.00
SANTA ANA AREA CA 92705 1 11/20/98 00
0431125806 03 01/01/99 0
45366 O 12/01/28
0
1849051 624/G01 F 290,000.00 ZZ
360 290,000.00 1
1210 KING STREET 7.250 1,978.31 65
7.000 1,978.31 449,000.00
SANTA CRUZ CA 95060 5 11/20/98 00
0431124403 05 01/01/99 0
4600178326 O 12/01/28
0
1849092 893/G01 F 360,000.00 ZZ
360 360,000.00 1
1625 ARROYO AVENUE 7.000 2,395.09 68
6.750 2,395.09 530,000.00
SAN CARLOS CA 94070 1 11/23/98 00
0431126804 05 01/01/99 0
1
98100178 O 12/01/28
0
1849234 B87/G01 F 300,000.00 ZZ
360 300,000.00 1
161-24 91ST STREET 7.250 2,046.53 74
7.000 2,046.53 410,000.00
HOWARD BEACH NY 11414 1 11/30/98 00
0431124718 05 01/01/99 0
001500000002083 O 12/01/28
0
1849277 637/G01 F 322,500.00 ZZ
360 322,500.00 1
1393 TANAKA DRIVE 7.000 2,145.60 69
6.750 2,145.60 470,000.00
SAN JOSE CA 95131 2 11/09/98 00
0431124627 05 01/01/99 0
0013443882 O 12/01/28
0
1849284 253/253 F 261,600.00 ZZ
360 261,600.00 1
14825 N HIGHWAY 287 7.250 1,784.58 80
7.000 1,784.58 327,000.00
LA PROTE CO 80535 1 11/30/98 00
927142 05 01/01/99 0
927142 O 12/01/28
0
1849853 077/077 F 350,000.00 ZZ
360 350,000.00 1
106 EMS T7B LANE 7.500 2,447.25 56
7.250 2,447.25 626,000.00
LEESBURG IN 46538 5 11/18/98 00
438781 05 01/01/99 0
438781 O 12/01/28
0
1849910 822/G01 F 261,450.00 ZZ
360 261,450.00 1
114 WINDY HOLLOW DRIVE 7.250 1,783.55 80
7.000 1,783.55 326,859.00
PHOENIXVILLE PA 19460 1 11/16/98 00
0431126796 03 01/01/99 0
3626013819 O 12/01/28
0
1
1851555 964/G01 F 375,000.00 ZZ
360 375,000.00 1
49 BELLE AVENUE 7.250 2,558.16 72
7.000 2,558.16 525,000.00
FAIRFAX CA 94930 5 11/24/98 00
0431128669 05 01/01/99 0
46428 O 12/01/28
0
1851561 964/G01 F 300,000.00 ZZ
360 300,000.00 1
20090 LA RODA COURT 7.500 2,097.64 47
7.250 2,097.64 650,000.00
CUPERTINO CA 95014 5 11/23/98 00
0431128677 05 01/01/99 0
46251 O 12/01/28
0
2686092 696/G01 F 620,000.00 ZZ
360 619,466.19 1
6610 RADNOR ROAD 6.750 4,021.31 61
6.500 4,021.31 1,020,000.00
BETHESDA MD 20817 1 10/07/98 00
0431054790 05 12/01/98 0
3198163 O 11/01/28
0
2687428 696/G01 F 559,250.00 ZZ
360 558,260.45 1
3705 CURTIS COURT 6.625 3,580.94 78
6.375 3,580.94 720,000.00
CHEVY CHASE MD 20815 1 10/06/98 00
0431062306 05 11/01/98 0
1008049 O 10/01/28
0
2692310 696/G01 F 450,000.00 ZZ
360 449,602.97 1
13628 MAIDSTONE LANE 6.625 2,881.40 57
6.375 2,881.40 799,000.00
POTOMAC MD 20854 1 10/28/98 00
0431080795 05 12/01/98 0
3118156 O 11/01/28
0
2693680 696/G01 F 352,000.00 ZZ
360 351,745.24 1
18105 TRANQUILITY ROAD 7.625 2,491.43 80
7.375 2,491.43 440,000.00
1
PURCELLVILLE VA 20132 4 10/27/98 00
0431091776 05 12/01/98 0
1008042 O 11/01/28
0
2693682 696/G01 F 353,600.00 ZZ
360 353,350.44 1
6321 N. WASHINGTON BOULEVARD 7.750 2,533.23 80
7.500 2,533.23 442,000.00
ARLINGTON VA 22205 1 10/30/98 00
0431091859 05 12/01/98 0
2288310 O 11/01/28
0
2693683 696/G01 F 256,000.00 ZZ
360 255,768.58 1
3529 N. NOTTINGHAM STREET 6.500 1,618.09 80
6.250 1,618.09 320,000.00
ARLINGTON VA 22207 1 10/30/98 00
0431091883 05 12/01/98 0
2288316 O 11/01/28
0
2693686 696/G01 F 234,400.00 ZZ
360 234,193.19 1
130 MENDON LANE, S.W. 6.625 1,500.89 80
6.375 1,500.89 293,000.00
VIENNA VA 22180 1 10/30/98 00
0431091917 03 12/01/98 0
2338183 O 11/01/28
0
2693687 696/G01 F 172,800.00 ZZ
360 172,661.81 1
5 OLD BALTIMORE COURT 7.125 1,164.19 80
6.875 1,164.19 216,000.00
OLNEY MD 20832 1 10/30/98 00
0431091925 03 12/01/98 0
3118199 O 11/01/28
0
2693688 696/G01 F 231,200.00 ZZ
360 231,019.64 1
4406 HIGHLAND AVENUE 7.250 1,577.19 80
7.000 1,577.19 289,000.00
BETHESDA MD 20814 1 10/26/98 00
0431091958 05 12/01/98 0
3298089 O 11/01/28
0
1
2694641 696/G01 F 600,000.00 ZZ
360 599,543.45 1
1161 OLD GATE COURT 7.375 4,144.05 80
7.125 4,144.05 750,000.00
MCLEAN VA 22102 2 10/30/98 00
0431092485 05 12/01/98 0
2368166 O 11/01/28
0
2694642 696/G01 F 279,500.00 ZZ
360 279,276.49 1
7209 BLOOMSBURY LANE 7.125 1,883.04 85
6.875 1,883.04 330,000.00
SPOTSYLVANIA VA 22553 2 10/30/98 12
0431092600 05 12/01/98 12
9028121 O 11/01/28
0
2695229 696/G01 F 157,500.00 ZZ
360 157,380.16 1
5236 AMPTHILL DRIVE 7.375 1,087.81 70
7.125 1,087.81 225,000.00
ALEXANDRIA VA 22312 1 11/06/98 00
0431095926 05 12/01/98 0
2148087 O 11/01/28
0
2695231 696/G01 F 92,800.00 ZZ
360 92,800.00 1
9834 ISLANDSIDE DRIVE 7.375 640.95 80
7.125 640.95 116,000.00
GAITHERSBURG MD 20879 1 11/06/98 00
0431095959 03 01/01/99 0
3118201 O 12/01/28
0
2695467 225/225 F 253,650.00 ZZ
360 253,052.76 1
4106 GREGORY DRIVE 7.250 1,730.35 95
7.000 1,730.35 267,035.00
DOYLESTOWN PA 18901 1 08/27/98 01
6104633 05 10/01/98 30
6104633 O 09/01/28
0
2695468 225/225 F 237,500.00 ZZ
360 237,058.87 1
1
315 THOMAS LANDING ROAD 6.375 1,481.70 95
6.125 1,481.70 250,000.00
MIDDLETOWN DE 19709 1 09/29/98 11
6104843 05 11/01/98 30
6104843 O 10/01/28
0
2695469 225/225 F 380,000.00 ZZ
360 379,405.33 1
829 HUNT ROAD 7.250 2,592.27 80
7.000 2,592.27 475,000.00
NEWTOWN SQUARE PA 19073 1 09/18/98 00
6104861 05 11/01/98 0
6104861 O 10/01/28
0
2695470 225/225 F 310,000.00 ZZ
360 309,305.47 1
6804 GLEN COVE DRIVE 7.500 2,167.57 79
7.250 2,167.57 396,914.00
MASON OH 45040 1 08/28/98 00
7019487 03 10/01/98 0
7019487 O 09/01/28
0
2695471 225/225 F 276,000.00 T
360 275,232.69 1
15 VILLAGE CHALET 7.875 2,001.20 80
7.625 2,001.20 345,000.00
WINHALL VT 53400 2 07/30/98 00
7019858 03 09/01/98 0
7019858 O 08/01/28
0
2695472 225/225 F 251,700.00 ZZ
360 251,286.16 1
LOT 190 LANSDOWNE LANE 7.000 1,674.57 80
6.750 1,674.57 314,700.00
CHESHIRE CT 06410 1 09/30/98 00
7029259 05 11/01/98 0
7029259 O 10/01/28
0
2695473 225/225 F 324,000.00 ZZ
360 323,412.59 1
2713 BRADBURY COURT 6.500 2,047.91 80
6.250 2,047.91 405,000.00
DAVIDSONVILLE MD 21035 1 09/30/98 00
7031934 05 11/01/98 0
1
7031934 O 10/01/28
0
2695474 225/225 F 236,700.00 T
360 235,765.49 1
1 CLEARWATER LANE 7.250 1,614.72 90
7.000 1,614.72 263,000.00
HILTON HEAD ISL SC 29926 1 06/25/98 10
7032724 03 08/01/98 25
7032724 O 07/01/28
0
2695475 225/225 F 332,000.00 ZZ
360 330,650.94 1
6231 WEST 10480 NORTH 7.250 2,264.83 80
7.000 2,264.83 415,000.00
HIGHLAND UT 84003 2 07/08/98 00
7036205 05 09/01/98 0
7036205 O 08/01/28
0
2695476 225/225 F 440,000.00 ZZ
360 438,681.51 1
1271 WEST MARINA DRIVE 7.500 3,076.55 74
7.250 3,076.55 600,000.00
CHANDLER AZ 85248 2 07/16/98 00
7038657 03 09/01/98 0
7038657 O 08/01/28
0
2695477 225/225 F 258,780.00 ZZ
360 258,185.63 1
3742 WEST SALINAS 7.375 1,787.33 95
7.125 1,787.33 272,400.00
BELLBROOK OH 45305 1 08/28/98 10
7040164 05 10/01/98 30
7040164 O 09/01/28
0
2695479 225/225 F 400,000.00 ZZ
360 399,058.20 1
2301 GULF OF MEXICO DR PH 1& 7.250 2,728.71 62
7.000 2,728.71 650,000.00
LONGBOAT KEY FL 34228 1 08/31/98 00
7041263 06 10/01/98 0
7041263 O 09/01/28
0
1
2695480 225/225 F 436,500.00 ZZ
360 435,394.89 1
440 MORNING CANYON ROAD 7.250 2,977.70 78
7.000 2,977.70 565,000.00
NEWPORT BEACH CA 92625 2 08/14/98 00
7041712 05 10/01/98 0
7041712 O 09/01/28
0
2695481 225/225 F 360,000.00 ZZ
360 359,152.38 1
1014 WESTERN AVE 7.250 2,455.84 80
7.000 2,455.84 450,000.00
NORTHBROOK IL 60062 1 09/03/98 00
7041839 05 10/01/98 0
7041839 O 09/01/28
0
2695482 225/225 F 492,000.00 ZZ
360 491,303.26 1
327 CARLTON AVENUE 7.750 3,524.75 68
7.500 3,524.75 730,000.00
LOS GATOS CA 95032 2 09/10/98 00
7041976 05 11/01/98 0
7041976 O 10/01/28
0
2695483 225/225 F 244,000.00 ZZ
360 242,821.86 1
149 ORCHARD HILL DRIVE 7.250 1,664.52 80
7.000 1,664.52 306,000.00
FAIRFIELD CT 06430 1 08/17/98 00
7042098 05 10/01/98 0
7042098 O 09/01/28
0
2695484 225/225 F 302,400.00 ZZ
360 301,687.98 1
7304 OLIVE TREE COURT 7.250 2,062.91 80
7.000 2,062.91 380,000.00
GAITHERSBURG MD 20879 2 08/24/98 00
7042314 03 10/01/98 0
7042314 O 09/01/28
0
2695485 225/225 F 329,000.00 ZZ
360 302,908.25 1
24902 LOS GATOS DRIVE 7.125 2,216.54 70
6.875 2,216.54 470,000.00
1
LAGUNA HILLS CA 92653 1 08/07/98 00
7043585 05 10/01/98 0
7043585 O 09/01/28
0
2695486 225/225 F 267,300.00 ZZ
360 266,227.13 1
9157 CHRISTOPHER STREET 7.750 1,914.97 90
7.500 1,914.97 297,000.00
CYPRESS CA 90630 1 08/21/98 11
7043655 05 10/01/98 25
7043655 O 09/01/28
0
2695487 225/225 F 648,000.00 ZZ
360 646,584.01 2
112 45TH STREET 7.625 4,586.51 80
7.375 4,586.51 810,000.00
NEWPORT BEACH CA 92663 1 07/29/98 00
7043843 05 10/01/98 0
7043843 O 09/01/28
0
2695488 225/225 F 314,450.00 ZZ
360 313,945.58 1
257 SUMMERFIELD DRIVE 7.125 2,118.51 80
6.875 2,118.51 393,121.00
MILIPITAS CA 95035 1 09/18/98 00
7044496 05 11/01/98 0
7044496 O 10/01/28
0
2695489 225/225 F 283,000.00 ZZ
360 282,333.69 1
9632 VIEWSIDE DRIVE 7.250 1,930.56 79
7.000 1,930.56 360,000.00
DALLAS TX 75231 2 09/01/98 00
7045013 05 10/01/98 0
7045013 O 09/01/28
0
2695490 225/225 F 280,000.00 ZZ
360 279,254.76 1
19 RHODE ISLAND 6.625 1,792.88 80
6.375 1,792.88 351,990.00
IRVINE CA 92606 1 08/24/98 00
7045214 03 10/01/98 0
7045214 O 09/01/28
0
1
2695491 225/225 F 375,000.00 ZZ
360 374,441.66 1
1208 DOLORES STREET 7.500 2,622.05 63
7.250 2,622.05 600,000.00
SAN FRANCISCO CA 94110 5 09/14/98 00
7045483 05 11/01/98 0
7045483 O 10/01/28
0
2695492 225/225 F 295,000.00 ZZ
360 294,571.60 1
3700 N LAKE SHORE DR UNIT 101 7.625 2,088.00 80
7.375 2,088.00 369,000.00
CHICAGO IL 60613 1 09/14/98 00
7045496 01 11/01/98 0
7045496 O 10/01/28
0
2695493 225/225 F 253,000.00 T
360 252,604.07 1
UNIT 1 OCEAN ROAD 7.250 1,725.91 66
7.000 1,725.91 386,000.00
BETHANY BEACH DE 19930 2 09/12/98 00
7045638 01 11/01/98 0
7045638 O 10/01/28
0
2695494 225/225 F 519,000.00 ZZ
360 518,187.83 1
1379 NORTH CRANBROOK ROAD 7.250 3,540.49 52
7.000 3,540.49 1,000,000.00
BLOOMFIELD VILL MI 48301 2 09/01/98 00
7045924 05 11/01/98 0
7045924 O 10/01/28
0
2695495 225/225 F 515,000.00 ZZ
360 513,787.45 1
121 GASCOIGNE BLUFF ROAD 7.250 3,513.21 43
7.000 3,513.21 1,200,000.00
BLUFFTON SC 29910 5 08/17/98 00
7046227 05 10/01/98 0
7046227 O 09/01/28
0
2695496 225/225 F 400,000.00 ZZ
360 399,292.21 1
1
26 OLD ROCK LANE 6.625 2,561.25 62
6.375 2,561.25 650,000.00
NORWALK CT 06851 1 09/18/98 00
7046667 05 11/01/98 0
7046667 O 10/01/28
0
2695497 225/225 F 394,000.00 ZZ
360 393,413.35 1
312 DAISY DRIVE 7.500 2,754.91 80
7.250 2,754.91 492,900.00
SAN JOSE CA 95123 1 09/11/98 00
7046689 05 11/01/98 0
7046689 O 10/01/28
0
2695498 225/225 F 300,000.00 ZZ
360 297,094.96 1
20380 VIA LAS VILLAS 7.375 2,072.03 57
7.125 2,072.03 530,000.00
YORBA LINDA CA 92887 2 08/21/98 00
7046733 03 11/01/98 0
7046733 O 10/01/28
0
2695499 225/225 F 237,500.00 ZZ
360 236,967.89 1
345 S SYCAMORE AVENUE 7.500 1,660.64 60
7.250 1,660.64 400,000.00
LOS ANGELES CA 90036 2 08/24/98 00
7046840 05 10/01/98 0
7046840 O 09/01/28
0
2695500 225/225 F 432,000.00 ZZ
360 431,355.23 1
5430 RENAISSANCE AVENUE 7.625 3,057.67 80
7.375 3,057.67 545,000.00
SAN DIEGO CA 92122 2 08/27/98 00
7046843 01 11/01/98 0
7046843 O 10/01/28
0
2695501 225/225 F 260,000.00 ZZ
360 259,572.51 1
22623 KATHRYN AVENUE 7.000 1,729.79 80
6.750 1,729.79 325,000.00
TORRANCE CA 90505 2 09/10/98 00
7046858 05 11/01/98 0
1
7046858 O 10/01/28
0
2695502 225/225 F 480,000.00 ZZ
360 479,248.84 1
1003 ARLINGTON OAKS TERRA 7.250 3,274.45 80
7.000 3,274.45 600,000.00
TOWN AND COUNTR MO 63017 2 09/09/98 00
7046875 05 11/01/98 0
7046875 O 10/01/28
0
2695503 225/225 F 500,000.00 ZZ
360 499,132.50 1
434 SIPPEWISSET RD 7.375 3,453.38 75
7.125 3,453.38 675,000.00
FALMOUTH MA 02540 1 09/14/98 00
7047155 05 11/01/98 0
7047155 O 10/01/28
0
2695504 225/225 F 400,000.00 ZZ
360 399,058.20 1
101 N. RIVERIDGE DRIVE 7.250 2,728.71 56
7.000 2,728.71 725,000.00
LAFAYETTE LA 70508 1 08/27/98 00
7047607 05 10/01/98 0
7047607 O 09/01/28
0
2695505 225/225 F 310,400.00 ZZ
360 309,669.16 1
9721 TALL GRASS CIRCLE 7.250 2,117.48 80
7.000 2,117.48 388,000.00
LITTLETON CO 80124 1 09/01/98 00
7048030 03 10/01/98 0
7048030 O 09/01/28
0
2695507 225/225 F 448,000.00 ZZ
360 447,298.93 1
16448 SLOAN DRIVE 7.250 3,056.15 64
7.000 3,056.15 710,000.00
LOS ANGELES CA 90049 2 08/21/98 00
7048298 05 11/01/98 0
7048298 O 10/01/28
0
1
2695509 225/225 F 364,400.00 ZZ
360 363,829.73 1
16420 SE 24TH ST 7.250 2,485.86 80
7.000 2,485.86 455,520.00
BELLEVUE WA 98008 1 09/10/98 00
7048789 05 11/01/98 0
7048789 O 10/01/28
0
2695510 225/225 F 300,000.00 ZZ
360 299,257.96 1
1974 STERLING ROAD 7.000 1,995.91 59
6.750 1,995.91 511,450.00
CHARLOTTE NC 28207 1 08/31/98 00
7049214 05 10/01/98 0
7049214 O 09/01/28
0
2695511 225/225 F 279,000.00 ZZ
360 278,594.84 1
3106 GRAND VIEW BOULEVARD 7.625 1,974.75 62
7.375 1,974.75 450,000.00
LOS ANGELES CA 90066 2 08/31/98 00
7049304 05 11/01/98 0
7049304 O 10/01/28
0
2695512 225/225 F 508,000.00 ZZ
360 506,803.92 1
41 ENGLISH TURN DRIVE 7.250 3,465.46 80
7.000 3,465.46 635,000.00
NEW ORLEANS LA 70131 2 08/26/98 00
7049442 03 10/01/98 0
7049442 O 09/01/28
0
2695513 225/225 F 273,550.00 T
360 272,921.71 1
15109 & 15009 COUNTY RD #5 7.375 1,889.34 80
7.125 1,889.34 341,960.00
BAYFIELD CO 81122 1 08/28/98 00
7049756 05 10/01/98 0
7049756 O 09/01/28
0
2695514 225/225 F 412,500.00 ZZ
360 411,503.58 1
3501 OAKDALE FOREST ROAD 7.125 2,779.09 75
6.875 2,779.09 550,000.00
1
EDMOND OK 73011 5 08/27/98 00
7049886 05 10/01/98 0
7049886 O 09/01/28
0
2695515 225/225 F 412,000.00 T
360 411,076.95 1
22 MOUNTAIN REACH 7.500 2,880.77 80
7.250 2,880.77 515,000.00
STRATTON VT 51550 1 09/01/98 00
7049969 09 10/01/98 0
7049969 O 09/01/28
0
2695516 225/225 F 274,550.00 ZZ
360 273,903.57 1
1006 ACORN DRIVE 7.250 1,872.92 95
7.000 1,872.92 289,000.00
ARROYO GRANDE CA 93420 1 08/24/98 04
7050068 05 10/01/98 30
7050068 O 09/01/28
0
2695517 225/225 F 379,500.00 ZZ
360 378,628.36 1
11 PALISTINE ROAD 7.375 2,621.11 71
7.125 2,621.11 535,000.00
NEWTOWN CT 06470 2 08/26/98 00
7050145 05 10/01/98 0
7050145 O 09/01/28
0
2695518 225/225 F 355,500.00 ZZ
360 354,598.85 1
11922 WALLINGSFORD ROAD 6.875 2,335.39 90
6.625 2,335.39 395,000.00
LOS ALAMITOS CA 90720 1 08/19/98 04
7050167 05 10/01/98 25
7050167 O 09/01/28
0
2695519 225/225 F 276,000.00 ZZ
360 275,800.23 1
2308 ISABELLA STREET 7.625 1,953.52 80
7.375 1,953.52 345,000.00
EVANSTON IL 60201 1 10/01/98 00
7050294 05 12/01/98 0
7050294 O 11/01/28
0
1
2695521 225/225 F 376,000.00 ZZ
360 375,092.56 1
15 GREENWICH COURT 7.125 2,533.19 80
6.875 2,533.19 470,000.00
LAKE BLUFF IL 60044 1 08/18/98 00
7050425 03 10/01/98 0
7050425 O 09/01/28
0
2695522 225/225 F 249,000.00 ZZ
360 248,507.28 1
34313 SE COLORADO RD 7.000 1,656.61 76
6.750 1,656.61 329,500.00
SANDY OR 97055 2 09/15/98 00
7050552 05 11/01/98 0
7050552 O 10/01/28
0
2695523 225/225 F 240,000.00 ZZ
360 239,633.62 1
5020 STEVEANN STREET 7.375 1,657.63 69
7.125 1,657.63 348,000.00
TORRANCE CA 90503 5 09/11/98 00
7050576 05 11/01/98 0
7050576 O 10/01/28
0
2695524 225/225 F 336,000.00 ZZ
360 335,432.89 1
6314 DAYLIGHT DRIVE 7.000 2,235.42 80
6.750 2,235.42 420,000.00
AGOURA HILLS CA 91301 2 08/24/98 00
7050693 03 11/01/98 0
7050693 O 10/01/28
0
2695525 225/225 F 284,000.00 ZZ
360 283,533.06 1
5643 ALADDIN STREET 7.000 1,889.46 80
6.750 1,889.46 355,000.00
LOS ANGELES CA 90008 1 09/15/98 00
7050830 05 11/01/98 0
7050830 O 10/01/28
0
2695526 225/225 F 294,400.00 ZZ
360 293,496.10 1
1
1120 RUGGLESTONE WAY 7.625 2,083.75 93
7.375 2,083.75 319,900.00
DULUTH GA 30097 1 08/28/98 14
7050868 03 10/01/98 30
7050868 O 09/01/28
0
2695527 225/225 F 284,000.00 ZZ
360 283,544.41 1
25525 SE HOFFMEISTER RD 7.125 1,913.37 75
6.875 1,913.37 380,000.00
BORING OR 97009 5 09/02/98 00
7050898 05 11/01/98 0
7050898 O 10/01/28
0
2695529 225/225 F 317,000.00 ZZ
360 316,307.30 1
5520 LITTLEBOW ROAD 7.625 2,243.71 71
7.375 2,243.71 450,000.00
RANCHO PALOS VE CA 90275 2 08/17/98 00
7051149 05 10/01/98 0
7051149 O 09/01/28
0
2695530 225/225 F 298,500.00 ZZ
360 298,009.21 1
3100 TOLMAS DRIVE 7.000 1,985.93 87
6.750 1,985.93 345,000.00
METARIE LA 70002 2 09/04/98 14
7051300 05 11/01/98 25
7051300 O 10/01/28
0
2695531 225/225 F 312,000.00 ZZ
360 311,511.75 2
1087 N PAULINA AVE 7.250 2,128.39 80
7.000 2,128.39 390,000.00
CHICAGO IL 60622 1 10/02/98 00
7051433 05 11/01/98 0
7051433 O 10/01/28
0
2695532 225/225 F 289,750.00 ZZ
360 289,296.56 1
6694 PORTSIDE DRIVE 7.250 1,976.61 95
7.000 1,976.61 305,000.00
BOCA RATON FL 33496 1 09/11/98 11
7051513 03 11/01/98 30
1
7051513 O 10/01/28
0
2695533 225/225 F 392,750.00 ZZ
360 392,104.24 1
645 PACHECO STREET 7.000 2,612.98 90
6.750 2,612.98 437,000.00
SAN FRANCISCO CA 94116 1 09/17/98 04
7051546 05 11/01/98 25
7051546 O 10/01/28
0
2695534 225/225 F 366,500.00 ZZ
360 365,926.45 1
18 BONVIEW STREET 7.250 2,500.18 87
7.000 2,500.18 426,000.00
SAN FRANCISCO CA 94110 2 08/31/98 04
7051584 05 11/01/98 25
7051584 O 10/01/28
0
2695535 225/225 F 305,400.00 ZZ
360 304,732.63 1
343 62ND STREET 7.625 2,161.61 80
7.375 2,161.61 385,000.00
NEWPORT BEACH CA 92663 2 08/31/98 00
7051788 05 10/01/98 0
7051788 O 09/01/28
0
2695536 225/225 F 383,000.00 ZZ
360 380,967.30 1
3480 HIDDEN TRAILS DRIVE 7.875 2,777.02 86
7.625 2,777.02 450,000.00
JAMUL CA 91935 2 08/24/98 11
7051825 05 10/01/98 25
7051825 O 09/01/28
0
2695537 225/225 F 435,700.00 ZZ
360 434,886.06 1
304 1/2 FERNLEAF AVENUE 7.250 2,972.25 80
7.000 2,972.25 545,000.00
CORONA DEL MAR CA 92625 2 09/24/98 00
7051915 01 11/01/98 0
7051915 O 10/01/28
0
1
2695538 225/225 F 318,000.00 ZZ
360 317,502.34 1
5295 CAMINITO EXQUISITO 7.250 2,169.33 71
7.000 2,169.33 450,000.00
SAN DIEGO CA 92130 5 09/11/98 00
7051934 03 11/01/98 0
7051934 O 10/01/28
0
2695539 225/225 F 518,000.00 ZZ
360 517,209.26 1
1215 GOLDENROD AVENUE 7.375 3,577.70 70
7.125 3,577.70 750,000.00
NEWPORT BEACH CA 92625 2 09/04/98 00
7051943 03 11/01/98 0
7051943 O 10/01/28
0
2695540 225/225 F 244,000.00 ZZ
360 243,517.54 1
3259 MORITZ DRIVE 7.250 1,664.52 80
7.000 1,664.52 305,000.00
HUNTINGTON BEAC CA 92649 1 09/23/98 00
7051944 01 11/01/98 0
7051944 O 10/01/28
0
2695541 225/225 F 326,000.00 ZZ
360 325,526.60 1
3 CALYPSO LANE 7.625 2,307.41 80
7.375 2,307.41 410,000.00
SAN CARLOS CA 94070 2 09/02/98 00
7052109 01 11/01/98 0
7052109 O 10/01/28
0
2695542 225/225 F 267,500.00 ZZ
360 266,880.17 1
61 WINDING WOOD ROAD SO 7.250 1,824.83 63
7.000 1,824.83 426,000.00
RYE BROOK NY 10573 2 09/04/98 00
7052173 05 11/01/98 0
7052173 O 10/01/28
0
2695543 225/225 F 297,600.00 ZZ
360 297,008.31 1
4442 SOUTHCREST ROAD 6.875 1,955.03 80
6.625 1,955.03 372,000.00
1
DALLAS TX 75229 1 10/01/98 00
7052221 05 11/01/98 0
7052221 O 10/01/28
0
2695544 225/225 F 276,000.00 ZZ
360 275,333.90 1
1544 GORDY DRIVE 7.125 1,859.47 78
6.875 1,859.47 355,000.00
SAN JOSE CA 95131 1 08/17/98 00
7052236 05 10/01/98 0
7052236 O 09/01/28
0
2695545 225/225 F 507,600.00 ZZ
360 506,805.65 1
11523 HOLMES POINT DR NE 7.250 3,462.73 72
7.000 3,462.73 705,000.00
KIRKLAND WA 98034 1 09/22/98 00
7052295 05 11/01/98 0
7052295 O 10/01/28
0
2695546 225/225 F 300,000.00 ZZ
360 299,506.75 1
651 PATRICIA DRIVE 7.000 1,995.91 72
6.750 1,995.91 420,000.00
SAN LUIS OBISPO CA 93405 5 09/16/98 00
7052344 05 11/01/98 0
7052344 O 10/01/28
0
2695547 225/225 F 261,250.00 ZZ
360 260,841.16 1
3853 ROBERTS ROAD 7.250 1,782.19 95
7.000 1,782.19 275,000.00
ACTON AREA CA 93510 1 09/22/98 04
7052359 05 11/01/98 30
7052359 O 10/01/28
0
2695548 225/225 F 280,000.00 ZZ
360 279,561.82 1
7368 STONEGATE 7.250 1,910.10 70
7.000 1,910.10 400,000.00
NAPLES FL 34109 1 09/04/98 00
7052457 05 11/01/98 0
7052457 O 10/01/28
0
1
2695549 225/225 F 252,000.00 ZZ
360 251,316.02 1
26512 VERACRUZ LANE 7.125 1,697.78 80
6.875 1,697.78 315,000.00
MISSION VIEJO CA 92691 1 08/28/98 00
7052578 03 11/01/98 0
7052578 O 10/01/28
0
2695550 225/225 F 295,000.00 ZZ
360 294,538.33 1
34457 VALLEY OAKS LOOP 7.250 2,012.43 80
7.000 2,012.43 372,210.00
UNION CITY CA 94587 1 09/11/98 00
7052606 05 11/01/98 0
7052606 O 10/01/28
0
2695551 225/225 F 405,000.00 ZZ
360 404,317.53 1
5151 COLLETT AVENUE 6.875 2,660.57 79
6.625 2,660.57 515,000.00
ENCINO AREA CA 91436 2 08/27/98 00
7052828 05 11/01/98 0
7052828 O 10/01/28
0
2695552 225/225 F 237,500.00 ZZ
360 237,048.46 1
953 THOMAS AVENUE 7.750 1,701.48 95
7.500 1,701.48 250,000.00
SAN DIEGO CA 92109 1 09/01/98 04
7053161 05 11/01/98 30
7053161 O 10/01/28
0
2695553 225/225 F 581,250.00 ZZ
360 580,294.31 3
708 HUDSON STREET 7.000 3,867.08 75
6.750 3,867.08 775,000.00
HOBOKEN NJ 07030 1 09/18/98 00
7053260 05 11/01/98 0
7053260 O 10/01/28
0
2695554 225/225 F 310,000.00 ZZ
360 309,464.68 1
1
732 TALL OAKS COURT 6.750 2,010.66 65
6.500 2,010.66 480,000.00
FRANKLIN LAKES NJ 07417 1 09/16/98 00
7053312 05 11/01/98 0
7053312 O 10/01/28
0
2695555 225/225 F 354,000.00 ZZ
360 353,226.47 1
7445 EAST STONE CREEK LANE 7.625 2,505.59 55
7.375 2,505.59 650,000.00
ANAHEIM CA 92808 2 08/21/98 00
7053651 03 10/01/98 0
7053651 O 09/01/28
0
2695556 225/225 F 332,500.00 ZZ
360 331,992.42 1
9348 KIRKSIDE ROAD 7.375 2,296.50 59
7.125 2,296.50 570,000.00
LOS ANGELES CA 90035 2 09/17/98 00
7053670 05 11/01/98 0
7053670 O 10/01/28
0
2695557 225/225 F 303,000.00 T
360 302,489.42 1
850 S COLLIER BLVD 6.875 1,990.50 72
6.625 1,990.50 425,000.00
MARCO ISLAND FL 34145 1 09/11/98 00
7053732 06 11/01/98 0
7053732 O 10/01/28
0
2695558 225/225 F 305,000.00 ZZ
360 304,498.52 1
107 WOODMARK CIRCLE 7.000 2,029.18 80
6.750 2,029.18 381,465.00
CHAPEL HILL NC 27514 1 09/17/98 00
7053785 05 11/01/98 0
7053785 O 10/01/28
0
2695559 225/225 F 428,000.00 ZZ
360 427,143.91 1
22321 BUTTERFIELD 7.000 2,847.50 80
6.750 2,847.50 535,000.00
MISSION VIEJO CA 92692 1 09/03/98 00
7053795 03 11/01/98 0
1
7053795 O 10/01/28
0
2695560 225/225 F 435,000.00 ZZ
360 434,319.26 1
725 PALISADES DR SE 7.250 2,967.47 90
7.000 2,967.47 485,000.00
SALEM OR 97302 1 09/17/98 11
7053812 03 11/01/98 25
7053812 O 10/01/28
0
2695561 225/225 F 330,000.00 ZZ
360 329,203.58 1
7109 WOODSTOCK 7.125 2,223.28 77
6.875 2,223.28 430,000.00
BATON ROUGE LA 70809 1 08/25/98 00
7053872 05 10/01/98 0
7053872 O 09/01/28
0
2695562 225/225 F 320,000.00 ZZ
360 319,473.87 1
265 TIPPERARY LANE 7.000 2,128.97 68
6.750 2,128.97 473,000.00
ALAMEDA CA 94502 1 09/24/98 00
7053917 03 11/01/98 0
7053917 O 10/01/28
0
2695563 225/225 F 283,500.00 ZZ
360 34,384.13 1
1112 MACHADO LANE 7.250 1,933.97 75
7.000 1,933.97 378,000.00
SAN JOSE CA 95127 1 09/09/98 00
7053920 05 11/01/98 0
7053920 O 10/01/28
0
2695564 225/225 F 270,000.00 ZZ
360 269,577.47 1
14 HORSESHOE LANE 7.250 1,841.88 69
7.000 1,841.88 397,000.00
LEMONT IL 60439 1 09/15/98 00
7054052 05 11/01/98 0
7054052 O 10/01/28
0
1
2695565 225/225 F 299,900.00 ZZ
360 299,361.86 1
237 EUCLID AVENUE 7.250 2,045.85 94
7.000 2,045.85 320,000.00
LONG BEACH CA 90803 1 09/18/98 04
7054160 05 11/01/98 30
7054160 O 10/01/28
0
2696022 225/225 F 408,000.00 ZZ
360 407,361.52 1
107 WINDSOR WAY 7.250 2,783.28 80
7.000 2,783.28 510,000.00
RICHMOND VA 23221 2 09/03/98 00
8430567 05 11/01/98 0
8430567 O 10/01/28
0
2696023 225/225 F 237,650.00 ZZ
360 237,469.17 1
5273 LEIGH AVE. 7.375 1,641.39 62
7.125 1,641.39 385,000.00
SAN JOSE CA 95124 5 10/02/98 00
8430649 05 12/01/98 0
8430649 O 11/01/28
0
2696026 225/225 F 400,000.00 ZZ
360 399,358.36 1
4133 ROUND HILL ROAD 7.125 2,694.87 73
6.875 2,694.87 550,000.00
ARLINGTON VA 22207 2 09/25/98 00
8431002 05 11/01/98 0
8431002 O 10/01/28
0
2696029 225/225 F 275,000.00 ZZ
360 274,558.86 1
11200 PAVILON CLUB COURT 7.125 1,852.73 80
6.875 1,852.73 344,000.00
RESTON VA 20194 2 09/24/98 00
8431778 03 11/01/98 0
8431778 O 10/01/28
0
2696031 225/225 F 261,000.00 ZZ
360 260,390.96 1
24 CAMBRIDGE DRIVE 7.250 1,780.48 77
7.000 1,780.48 341,000.00
1
NORTH CALDWELL NJ 07006 1 09/25/98 00
8432000 05 11/01/98 0
8432000 O 10/01/28
0
2696033 225/225 F 243,400.00 ZZ
360 242,999.80 1
330 WEST FERRELL ROAD 7.000 1,619.35 80
6.750 1,619.35 304,280.00
APEX NC 27502 1 09/30/98 00
8650782 05 11/01/98 0
8650782 O 10/01/28
0
2696034 225/225 F 375,000.00 ZZ
360 374,413.17 1
325 EAGLE DRIVE 7.250 2,558.16 67
7.000 2,558.16 565,000.00
JUPITER FL 33477 1 09/18/98 00
8725390 03 11/01/98 0
8725390 O 10/01/28
0
2696035 225/225 F 253,600.00 ZZ
360 253,212.88 1
13 BRONSON AVE 7.375 1,751.55 80
7.125 1,751.55 317,000.00
SCARSDALE NY 10583 1 09/23/98 00
8729779 05 11/01/98 0
8729779 O 10/01/28
0
2696036 225/225 F 377,250.00 ZZ
360 376,659.64 1
73 ORCHARD RD 7.250 2,573.51 74
7.000 2,573.51 510,000.00
WEST HARTFORD CT 06117 5 09/03/98 00
8729900 05 11/01/98 0
8729900 O 10/01/28
0
2696037 225/225 F 480,000.00 ZZ
360 478,897.54 1
6782 ROYAL ORCHID CIRCLE 7.375 3,315.24 80
7.125 3,315.24 600,436.00
DELRAY BEACH FL 33446 1 08/20/98 00
8730023 03 10/01/98 0
8730023 O 09/01/28
0
1
2696038 225/225 F 480,000.00 ZZ
360 479,191.17 1
376 LAKEVIEW DRIVE 6.875 3,153.26 80
6.625 3,153.26 600,000.00
WYCKOFF NJ 07481 1 09/25/98 00
8730512 05 11/01/98 0
8730512 O 10/01/28
0
2696039 225/225 F 400,000.00 ZZ
360 399,389.39 1
2848 NE 35TH COURT 7.375 2,762.70 71
7.125 2,762.70 570,000.00
FT LAUDERDALE FL 33308 5 08/28/98 00
8730812 05 11/01/98 0
8730812 O 10/01/28
0
2696040 225/225 F 398,000.00 ZZ
360 397,062.92 1
3316 LAKE SHORE DRIVE 7.250 2,715.06 65
7.000 2,715.06 616,000.00
ORLANDO FL 32803 5 08/26/98 00
8731012 05 10/01/98 0
8731012 O 09/01/28
0
2696041 225/225 F 297,000.00 ZZ
360 296,535.24 1
113 HUDDERSFIELD DR 7.250 2,026.06 75
7.000 2,026.06 400,000.00
RICHMOND VA 23236 2 09/18/98 00
8731303 05 11/01/98 0
8731303 O 10/01/28
0
2696042 225/225 F 350,000.00 ZZ
360 349,155.35 1
2554 MICHELTORENA STREET 7.125 2,358.01 59
6.875 2,358.01 599,000.00
LOS ANGELES CA 90039 1 09/01/98 00
8732509 05 10/01/98 0
8732509 O 09/01/28
0
2696044 225/225 F 263,900.00 ZZ
360 263,476.51 1
1
432 MILITIA HILL ROAD 7.125 1,777.94 80
6.875 1,777.94 329,900.00
FORT WASHINGTON PA 19034 1 09/14/98 00
8733881 05 11/01/98 0
8733881 O 10/01/28
0
2696045 225/225 F 400,010.00 ZZ
360 399,267.05 1
14 CHEROKEE TRAIL 6.375 2,495.54 50
6.125 2,495.54 805,000.00
FLORHAM PARK NJ 07932 1 09/23/98 00
8734538 05 11/01/98 0
8734538 O 10/01/28
0
2696046 225/225 F 284,500.00 ZZ
360 284,008.72 1
1621 ROUNDELAY LANE 6.750 1,845.26 57
6.500 1,845.26 500,000.00
WINTER PARK FL 32789 2 09/25/98 00
8734571 05 11/01/98 0
8734571 O 10/01/28
0
2696047 225/225 F 241,800.00 ZZ
360 241,361.64 1
2828 POLO CLUB ROAD 6.500 1,528.34 62
6.250 1,528.34 391,875.00
NASHVILLE TN 37221 1 09/21/98 00
8734743 03 11/01/98 0
8734743 O 10/01/28
0
2696049 225/225 F 396,000.00 T
360 395,380.29 1
161 HILL TOP 7.250 2,701.42 80
7.000 2,701.42 495,000.00
BLOWING ROCK NC 28605 1 09/25/98 00
8734978 05 11/01/98 0
8734978 O 10/01/28
0
2696050 225/225 F 400,100.00 T
360 399,458.18 1
168 SUNFLOWER DRIVE 7.125 2,695.55 51
6.875 2,695.55 790,000.00
SANTA FE NM 87505 1 09/15/98 00
8735886 03 11/01/98 0
1
8735886 O 10/01/28
0
2696051 225/225 F 296,600.00 ZZ
360 296,374.31 1
75 BLAKE ROAD 7.375 2,048.54 77
7.125 2,048.54 388,000.00
MONROE CT 06468 2 09/29/98 00
8736677 05 12/01/98 0
8736677 O 11/01/28
0
2696052 225/225 F 325,000.00 ZZ
360 324,516.09 1
1975 HERMOSA AVENUE 7.500 2,272.45 77
7.250 2,272.45 425,000.00
BARTOW FL 33830 2 09/18/98 00
8737082 05 11/01/98 0
8737082 O 10/01/28
0
2696053 225/225 F 650,000.00 ZZ
360 649,032.21 1
10008 HEMSWELL LANE 7.500 4,544.89 77
7.250 4,544.89 851,000.00
POTOMAC MD 20854 2 09/22/98 00
8910977 03 11/01/98 0
8910977 O 10/01/28
0
2696054 225/225 F 237,000.00 T
360 236,537.53 1
5319 A SOUTH VIRGINIA DARE TRL 7.125 1,596.71 78
6.875 1,596.71 305,000.00
NAGS HEAD NC 27959 2 09/10/98 00
8911292 03 11/01/98 0
8911292 O 10/01/28
0
2696055 225/225 F 266,000.00 ZZ
360 265,583.73 1
1720 CHESTERBROOK VALE COURT 7.250 1,814.59 52
7.000 1,814.59 515,000.00
MCLEAN VA 22101 5 09/10/98 00
8911384 05 11/01/98 0
8911384 O 10/01/28
0
1
2696056 225/225 F 650,000.00 ZZ
360 649,032.21 1
125 BROOKSCHASE LANE 7.500 4,544.89 58
7.250 4,544.89 1,130,000.00
RICHMOND VA 23229 2 09/18/98 00
8911446 05 11/01/98 0
8911446 O 10/01/28
0
2696057 225/225 F 357,000.00 T
360 356,427.32 1
17 SURFSONG ROAD 7.125 2,405.18 44
6.875 2,405.18 830,000.00
KIAWAH ISLAND SC 29455 2 09/24/98 00
8911542 03 11/01/98 0
8911542 O 10/01/28
0
2696058 225/225 F 304,000.00 ZZ
360 303,206.49 1
6640 SPRINGHILL ROAD 6.750 1,971.74 80
6.500 1,971.74 380,000.00
FREDERICK MD 21702 1 09/21/98 00
8911892 03 11/01/98 0
8911892 O 10/01/28
0
2696059 225/225 F 450,000.00 ZZ
360 449,260.13 1
9458 WINSTON DRIVE 7.000 2,993.86 70
6.750 2,993.86 643,500.00
BRENTWOOD TN 37027 1 09/21/98 00
8911955 05 11/01/98 0
8911955 O 10/01/28
0
2696060 225/225 F 440,000.00 T
360 439,258.57 1
185STICKLEPATH 6.875 2,890.49 80
6.625 2,890.49 550,000.00
YONAHLOSSEE BO NC 28607 1 09/25/98 00
8733489 03 11/01/98 0
8733489 O 10/01/28
0
2696061 225/225 F 236,250.00 ZZ
360 235,898.25 1
232 WILTSHIRE ROAD 7.500 1,651.89 90
7.250 1,651.89 262,500.00
1
LOWER MERION TW PA 19096 1 09/25/98 10
8155916 05 11/01/98 25
8155916 O 10/01/28
0
2696734 696/G01 F 248,000.00 ZZ
360 248,000.00 1
5371 CHIEFTAIN CIRCLE 6.750 1,608.52 80
6.500 1,608.52 310,000.00
ALEXANDRIA VA 22312 1 11/09/98 00
0431098003 03 01/01/99 0
2288216 O 12/01/28
0
2696735 696/G01 F 350,000.00 ZZ
360 350,000.00 1
8900 VICTORY LANE 6.250 2,155.01 48
6.000 2,155.01 732,000.00
POTOMAC MD 20854 1 11/10/98 00
0431098151 05 01/01/99 0
2448160 O 12/01/28
0
2696736 696/G01 F 230,600.00 ZZ
360 230,410.98 1
4615 DUNCAN DRIVE 7.000 1,534.19 80
6.750 1,534.19 288,300.00
ANNANDALE VA 22003 1 10/19/98 00
0431098458 05 12/01/98 0
3268247 O 11/01/28
0
2697050 696/G01 F 304,800.00 ZZ
360 304,800.00 1
9021 WEATHERWOOD COURT 7.000 2,027.84 80
6.750 2,027.84 381,000.00
VIENNA VA 22182 1 11/12/98 00
0431098417 03 01/01/99 0
2378309 O 12/01/28
0
2697053 696/G01 F 162,750.00 ZZ
360 162,635.13 1
19647 TELEGRAPH SPRINGS ROAD 7.750 1,165.96 75
7.500 1,165.96 217,000.00
PURCELLVILLE VA 20132 1 11/06/98 00
0431098375 05 12/01/98 0
3278276 O 11/01/28
0
1
2697532 696/G01 F 356,000.00 ZZ
360 356,000.00 1
524 FORT WILLIAMS PARKWAY 7.000 2,368.48 80
6.750 2,368.48 445,000.00
ALEXANDRIA VA 22304 1 11/12/98 00
0431099613 05 01/01/99 0
2448172 O 12/01/28
0
2697533 696/G01 F 420,000.00 ZZ
360 419,703.57 1
3719 BREAKNOCK ROAD 7.750 3,008.93 80
7.500 3,008.93 525,000.00
BUMPASS VA 23024 2 10/30/98 00
0431099639 05 12/01/98 0
2158157 O 11/01/28
0
2698809 696/G01 F 240,000.00 ZZ
360 240,000.00 1
5304 RENO ROAD, N.W. 7.250 1,637.22 80
7.000 1,637.22 300,000.00
WASHINGTON DC 20015 1 11/13/98 00
0431103696 05 01/01/99 0
3278282 O 12/01/28
0
2699014 G75/G75 F 258,700.00 ZZ
360 258,487.94 1
6845 FARMBROOK DR 7.000 1,721.14 85
6.750 1,721.14 305,000.00
CINCINNATI OH 45230 2 10/08/98 14
03652751 05 12/01/98 19
03652751 O 11/01/28
0
2700327 696/G01 F 600,000.00 BB
360 599,554.71 1
11677 DANVILLE DRIVE 7.500 4,195.29 80
7.250 4,195.29 750,000.00
ROCKVILLE MD 20852 1 11/06/98 00
0431106046 05 12/01/98 0
1018126 O 11/01/28
0
2700828 696/G01 F 184,850.00 ZZ
360 184,850.00 1
1
15537 TODDSBURY LANE 6.750 1,198.93 70
6.500 1,198.93 264,100.00
MANASSAS VA 20112 1 11/19/98 00
0431110907 03 01/01/99 0
2148046 O 12/01/28
0
2700829 696/G01 F 338,800.00 ZZ
360 338,800.00 1
7713 WINTERBERRY PLACE 7.125 2,282.56 80
6.875 2,282.56 423,559.00
BETHESDA MD 20817 1 11/19/98 00
0431110881 05 01/01/99 0
2238221 O 12/01/28
0
2700830 696/G01 F 526,000.00 ZZ
360 526,000.00 1
1124 LAURELWOOD DRIVE 6.625 3,368.04 80
6.375 3,368.04 657,500.00
MCLEAN VA 22102 1 11/20/98 00
0431111103 05 01/01/99 0
2268282 O 12/01/28
0
2700831 696/G01 F 400,000.00 ZZ
360 400,000.00 1
8301 CENTERBROOK PLACE 7.250 2,728.71 80
7.000 2,728.71 500,000.00
ALEXANDRIA VA 22308 1 11/20/98 00
0431111053 05 01/01/99 0
2468006 O 12/01/28
0
2700832 696/G01 F 276,000.00 ZZ
360 276,000.00 1
9424 BYEFORDE ROAD 7.000 1,836.23 80
6.750 1,836.23 345,000.00
KENSINGTON MD 20895 1 11/16/98 00
0431110816 05 01/01/99 0
3118197 O 12/01/28
0
2700833 696/G01 F 151,900.00 ZZ
360 151,900.00 1
665 SHORE ROAD 7.625 1,075.14 80
7.375 1,075.14 189,900.00
SEVERNA PARK MD 21146 1 11/17/98 00
0431111095 05 01/01/99 0
1
3118216 O 12/01/28
0
2700834 696/G01 F 447,200.00 ZZ
360 447,200.00 1
340 CANTERWOOD LANE 6.750 2,900.53 80
6.500 2,900.53 559,000.00
GREAT FALLS VA 22066 1 11/18/98 00
0431111046 03 01/01/99 0
3128306 O 12/01/28
0
2701831 696/G01 F 246,400.00 ZZ
360 246,400.00 1
5710 HUCKBURN COURT 7.250 1,680.88 80
7.000 1,680.88 308,000.00
LAUREL MD 20707 1 11/20/98 00
0431111442 03 01/01/99 0
3198184 O 12/01/28
0
2701832 696/G01 F 207,050.00 ZZ
360 207,050.00 1
14017 BRIARWICK STREET 7.375 1,430.04 80
7.125 1,430.04 258,830.00
GERMANTOWN MD 20874 1 11/23/98 00
0431111368 03 01/01/99 0
3198203 O 12/01/28
0
2702376 696/G01 F 290,000.00 ZZ
360 290,000.00 1
1600 N. OAK STREET, UNIT 2-820 7.375 2,002.96 80
7.125 2,002.96 362,500.00
ARLINGTON VA 22209 1 11/20/98 00
0431113273 06 01/01/99 0
2288347 O 12/01/28
0
2702377 696/G01 F 256,000.00 ZZ
360 256,000.00 1
1461 CEDAR AVENUE 6.875 1,681.74 75
6.625 1,681.74 345,000.00
MCLEAN VA 22101 2 11/17/98 00
0431113307 05 01/01/99 0
2338220 O 12/01/28
0
1
2702378 696/G01 F 278,400.00 ZZ
360 278,400.00 1
15157 WETHERBURN DRIVE 6.625 1,782.63 80
6.375 1,782.63 348,000.00
CENTREVILLE VA 20120 1 11/20/98 00
0431113349 03 01/01/99 0
2338244 O 12/01/28
0
2702379 696/G01 F 103,550.00 ZZ
360 103,550.00 1
8239 RAMSEUR PLACE 7.750 741.84 70
7.500 741.84 147,980.00
MANASSAS VA 20109 1 11/19/98 00
0431113083 03 01/01/99 0
3018313 O 12/01/28
0
2702380 696/G01 F 232,000.00 ZZ
360 232,000.00 1
504 3RD STREET, SE 7.875 1,682.16 80
7.625 1,682.16 290,000.00
WASHINGTON DC 20003 1 11/23/98 00
0431113216 05 01/01/99 0
3128328 O 12/01/28
0
2703399 696/G01 F 133,600.00 ZZ
360 133,600.00 1
5721 8TH ROAD NORTH 7.125 900.09 80
6.875 900.09 167,000.00
ARLINGTON VA 22205 1 11/24/98 00
0431114818 05 01/01/99 0
2378320 O 12/01/28
0
2703648 696/G01 F 273,600.00 ZZ
360 273,600.00 1
47226 LONGWOOD COURT 6.750 1,774.56 80
6.500 1,774.56 342,000.00
STERLING VA 20165 1 11/20/98 00
0431116201 03 01/01/99 0
2238223 O 12/01/28
0
2704591 696/G01 F 200,800.00 ZZ
360 200,800.00 1
15 ARELL COURT 7.125 1,352.83 80
6.875 1,352.83 251,000.00
1
ALEXANDRIA VA 22304 1 11/30/98 00
0431120062 03 01/01/99 0
2288340 O 12/01/28
0
2705395 696/G01 F 1,000,000.00 ZZ
360 1,000,000.00 1
9637 GEORGETOWN PIKE 7.625 7,077.94 70
7.375 7,077.94 1,440,000.00
GREAT FALLS VA 22066 4 11/25/98 00
0431123306 05 01/01/99 0
2440188 O 12/01/28
0
2706239 696/G01 F 172,700.00 ZZ
360 172,700.00 1
5896 FINCASTLE DRIVE 6.625 1,105.82 70
6.375 1,105.82 247,475.00
MANASSAS VA 20112 1 11/30/98 00
0431123587 03 01/01/99 0
2148070 O 12/01/28
0
2706241 696/G01 F 173,500.00 ZZ
360 173,500.00 1
1935 BELMONT ROAD, NW #1123 7.750 1,242.98 80
7.500 1,242.98 216,900.00
WASHINGTON DC 20009 1 11/25/98 00
0431123629 01 01/01/99 0
2268273 O 12/01/28
0
2706243 696/G01 F 238,050.00 ZZ
360 238,050.00 1
11203 YARDLEY PLACE 6.875 1,563.82 80
6.625 1,563.82 297,569.00
IJAMSVILLE MD 21754 1 11/25/98 00
0431123652 03 01/01/99 0
6018193 O 12/01/28
0
2707049 696/G01 F 284,000.00 ZZ
360 283,761.40 1
3956 GARRISON STREET, NW 6.875 1,865.68 80
6.625 1,865.68 355,000.00
WASHINGTON DC 20016 1 10/23/98 00
0431127521 05 12/01/98 0
3128326 O 11/01/28
0
1
2707847 696/G01 F 290,000.00 ZZ
360 289,762.29 1
20504 STRAHAM WAY 7.000 1,929.38 80
6.750 1,929.38 365,000.00
STERLING VA 20165 2 11/06/98 00
0431127372 03 12/01/98 0
1008059 O 11/01/28
0
2707848 696/G01 F 536,000.00 ZZ
360 536,000.00 1
10602 ALLENWOOD LANE 7.125 3,611.13 80
6.875 3,611.13 670,000.00
GREAT FALLS VA 22066 1 12/04/98 00
0431127463 05 01/01/99 0
2138205 O 12/01/28
0
2707849 696/G01 F 400,000.00 ZZ
360 400,000.00 1
2701 N. BEECHWOOD PLACE 6.500 2,528.27 76
6.250 2,528.27 530,000.00
ARLINGTON VA 22207 1 12/04/98 00
0431127448 05 01/01/99 0
2378298 O 12/01/28
0
2707850 696/G01 F 140,000.00 ZZ
360 140,000.00 1
14275 GLADE SPRING DRIVE 7.125 943.21 80
6.875 943.21 175,000.00
CENTREVILLE VA 20121 2 12/01/98 00
0431127430 03 01/01/99 0
2438144 O 12/01/28
0
2707852 696/G01 F 270,000.00 ZZ
360 269,773.17 1
5439 32ND STREET, NW 6.875 1,773.71 80
6.625 1,773.71 337,500.00
WASHINGTON DC 20015 1 10/29/98 00
0431127158 05 12/01/98 0
3128323 O 11/01/28
0
1
TOTAL NUMBER OF LOANS : 1,672
TOTAL ORIGINAL BALANCE : 522,238,235.42
TOTAL PRINCIPAL BALANCE : 521,340,221.37
TOTAL ORIGINAL P+I : 3,548,297.31
TOTAL CURRENT P+I : 3,548,297.31
***************************
* END OF REPORT *
***************************
1
RUN ON : 12/22/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.44.18 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1998-S30 CUTOFF : 12/01/98
POOL : 0004345
:
:
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
------------------------------------------------------------------------
1675105 .2500
136,396.61 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1710473 .2500
281,749.15 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1713519 .2500
276,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1715728 .2500
312,140.87 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1718282 .2500
461,791.58 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1724366 .2500
425,837.99 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
1724416 .2500
300,974.50 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1724454 .2500
228,038.03 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1724503 .2500
236,891.01 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1724507 .2500
294,089.26 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1724575 .2500
483,497.03 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1724600 .2500
496,571.48 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1724650 .2500
568,081.77 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1725306 .2500
308,253.53 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
1
1725351 .2500
241,894.71 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1725710 .2500
348,295.57 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1726810 .2500
394,590.76 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1731977 .2500
266,373.64 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1732502 .2500
144,716.36 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1733326 .2500
267,351.08 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1733690 .2500
123,495.92 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1734130 .2500
568,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1
1734172 .2500
147,016.36 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1735656 .2500
236,594.36 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
1736263 .2500
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6.5000 .7950
1
2695493 .2500
252,604.07 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695494 .2500
518,187.83 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695495 .2500
513,787.45 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695496 .2500
399,292.21 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2695497 .2500
393,413.35 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2695498 .2500
297,094.96 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2695499 .2500
236,967.89 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2695500 .2500
431,355.23 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1
2695501 .2500
259,572.51 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695502 .2500
479,248.84 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695503 .2500
499,132.50 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2695504 .2500
399,058.20 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695505 .2500
309,669.16 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695507 .2500
447,298.93 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695509 .2500
363,829.73 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695510 .2500
299,257.96 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
2695511 .2500
278,594.84 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2695512 .2500
506,803.92 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695513 .2500
272,921.71 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2695514 .2500
411,503.58 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2695515 .2500
411,076.95 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2695516 .2500
273,903.57 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695517 .2500
378,628.36 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2695518 .2500
354,598.85 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
2695519 .2500
275,800.23 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2695521 .2500
375,092.56 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2695522 .2500
248,507.28 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695523 .2500
239,633.62 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2695524 .2500
335,432.89 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695525 .2500
283,533.06 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695526 .2500
293,496.10 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2695527 .2500
283,544.41 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
2695529 .2500
316,307.30 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2695530 .2500
298,009.21 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695531 .2500
311,511.75 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695532 .2500
289,296.56 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695533 .2500
392,104.24 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695534 .2500
365,926.45 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695535 .2500
304,732.63 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2695536 .2500
380,967.30 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
1
2695537 .2500
434,886.06 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695538 .2500
317,502.34 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695539 .2500
517,209.26 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2695540 .2500
243,517.54 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695541 .2500
325,526.60 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2695542 .2500
266,880.17 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695543 .2500
297,008.31 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2695544 .2500
275,333.90 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
2695545 .2500
506,805.65 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695546 .2500
299,506.75 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695547 .2500
260,841.16 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695548 .2500
279,561.82 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695549 .2500
251,316.02 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2695550 .2500
294,538.33 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695551 .2500
404,317.53 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2695552 .2500
237,048.46 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1
2695553 .2500
580,294.31 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695554 .2500
309,464.68 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2695555 .2500
353,226.47 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2695556 .2500
331,992.42 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2695557 .2500
302,489.42 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2695558 .2500
304,498.52 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695559 .2500
427,143.91 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695560 .2500
434,319.26 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
2695561 .2500
329,203.58 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2695562 .2500
319,473.87 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695563 .2500
34,384.13 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695564 .2500
269,577.47 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695565 .2500
299,361.86 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696022 .2500
407,361.52 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696023 .2500
237,469.17 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2696026 .2500
399,358.36 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
2696029 .2500
274,558.86 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2696031 .2500
260,390.96 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696033 .2500
242,999.80 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2696034 .2500
374,413.17 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696035 .2500
253,212.88 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2696036 .2500
376,659.64 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696037 .2500
478,897.54 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2696038 .2500
479,191.17 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
2696039 .2500
399,389.39 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2696040 .2500
397,062.92 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696041 .2500
296,535.24 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696042 .2500
349,155.35 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2696044 .2500
263,476.51 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2696045 .2500
399,267.05 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
2696046 .2500
284,008.72 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2696047 .2500
241,361.64 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
2696049 .2500
395,380.29 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696050 .2500
399,458.18 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2696051 .2500
296,374.31 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2696052 .2500
324,516.09 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2696053 .2500
649,032.21 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2696054 .2500
236,537.53 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2696055 .2500
265,583.73 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696056 .2500
649,032.21 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1
2696057 .2500
356,427.32 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2696058 .2500
303,206.49 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2696059 .2500
449,260.13 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2696060 .2500
439,258.57 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2696061 .2500
235,898.25 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2696734 .2500
248,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2696735 .2500
350,000.00 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
2696736 .2500
230,410.98 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
2697050 .2500
304,800.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2697053 .2500
162,635.13 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
2697532 .2500
356,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2697533 .2500
419,703.57 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
2698809 .2500
240,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2699014 .2500
258,487.94 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2700327 .2500
599,554.71 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2700828 .2500
184,850.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
2700829 .2500
338,800.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2700830 .2500
526,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2700831 .2500
400,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2700832 .2500
276,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2700833 .2500
151,900.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2700834 .2500
447,200.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2701831 .2500
246,400.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2701832 .2500
207,050.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1
2702376 .2500
290,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2702377 .2500
256,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2702378 .2500
278,400.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2702379 .2500
103,550.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
2702380 .2500
232,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
2703399 .2500
133,600.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2703648 .2500
273,600.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2704591 .2500
200,800.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
2705395 .2500
1,000,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2706239 .2500
172,700.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2706241 .2500
173,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
2706243 .2500
238,050.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2707049 .2500
283,761.40 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2707847 .2500
289,762.29 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2707848 .2500
536,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2707849 .2500
400,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
2707850 .2500
140,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2707852 .2500
269,773.17 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
TOTAL NUMBER OF LOANS: 1672
TOTAL BALANCE........: 521,340,221.37
1
RUN ON : 12/22/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.44.18 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1998-S30 FIXED SUMMARY REPORT CUTOFF : 12/01/98
POOL : 0004345
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
--------------------------------------------------------------------------
CURR NOTE RATE 7.1905 6.2500 8.5000
RFC NET RATE 6.9405 6.0000 8.2500
NET MTG RATE(INVSTR RATE) 6.8651 5.9700 8.1700
POST STRIP RATE 6.4894 5.9700 6.5000
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0754 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .3757 .0000 1.6700
TOTAL NUMBER OF LOANS: 1672
TOTAL BALANCE........: 521,340,221.37
***************************
* END OF REPORT *
***************************
1
RUN ON : 12/22/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.44.18 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1998-S30 CUTOFF : 12/01/98
POOL : 0004345
:
:
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
----------------------------------------------------------------------
1675105 .2500
136,396.61 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1710473 .2500
281,749.15 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1713519 .2500
276,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1715728 .2500
312,140.87 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
1718282 .2500
461,791.58 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1724366 .2500
425,837.99 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
1724416 .2500
300,974.50 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1724454 .2500
228,038.03 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1724503 .2500
236,891.01 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1724507 .2500
294,089.26 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1724575 .2500
483,497.03 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1724600 .2500
496,571.48 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1724650 .2500
568,081.77 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1725306 .2500
308,253.53 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
1
1725351 .2500
241,894.71 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1725710 .2500
348,295.57 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1726810 .2500
394,590.76 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1731977 .2500
266,373.64 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1732502 .2500
144,716.36 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1733326 .2500
267,351.08 .0800
7.6250 .0000
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7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2695489 .2500
282,333.69 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695490 .2500
279,254.76 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2695491 .2500
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7.5000 .0000
7.2500 .0000
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6.5000 .6700
2695492 .2500
294,571.60 .0800
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1
2695493 .2500
252,604.07 .0800
7.2500 .0000
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6.9200 .0000
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6.9200 .0000
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2695495 .2500
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7.2500 .0000
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6.9200 .0000
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2695496 .2500
399,292.21 .0300
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6.3450 .0000
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2695497 .2500
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2695498 .2500
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2695499 .2500
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7.5000 .0000
7.2500 .0000
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6.5000 .6700
2695500 .2500
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1
2695501 .2500
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2695502 .2500
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2695503 .2500
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2695504 .2500
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6.9200 .0000
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2695505 .2500
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7.2500 .0000
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7.2500 .0000
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2695510 .2500
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1
2695511 .2500
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2695512 .2500
506,803.92 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695513 .2500
272,921.71 .0800
7.3750 .0000
7.1250 .0000
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6.5000 .5450
2695514 .2500
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6.8750 .0000
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2695515 .2500
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7.2500 .0000
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6.8750 .0000
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1
2695519 .2500
275,800.23 .0800
7.6250 .0000
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6.5000 .7950
2695521 .2500
375,092.56 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2695522 .2500
248,507.28 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695523 .2500
239,633.62 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2695524 .2500
335,432.89 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695525 .2500
283,533.06 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695526 .2500
293,496.10 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2695527 .2500
283,544.41 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
2695529 .2500
316,307.30 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2695530 .2500
298,009.21 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695531 .2500
311,511.75 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695532 .2500
289,296.56 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695533 .2500
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7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695534 .2500
365,926.45 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695535 .2500
304,732.63 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2695536 .2500
380,967.30 .0800
7.8750 .0000
7.6250 .0000
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6.5000 1.0450
1
2695537 .2500
434,886.06 .0800
7.2500 .0000
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6.9200 .0000
6.5000 .4200
2695538 .2500
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7.2500 .0000
7.0000 .0000
6.9200 .0000
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2695539 .2500
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243,517.54 .0800
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6.9200 .0000
6.5000 .4200
2695541 .2500
325,526.60 .0800
7.6250 .0000
7.3750 .0000
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6.5000 .7950
2695542 .2500
266,880.17 .0800
7.2500 .0000
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6.9200 .0000
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297,008.31 .0800
6.8750 .0000
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2695544 .2500
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1
2695545 .2500
506,805.65 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695546 .2500
299,506.75 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695547 .2500
260,841.16 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695548 .2500
279,561.82 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695549 .2500
251,316.02 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2695550 .2500
294,538.33 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695551 .2500
404,317.53 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2695552 .2500
237,048.46 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1
2695553 .2500
580,294.31 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695554 .2500
309,464.68 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2695555 .2500
353,226.47 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2695556 .2500
331,992.42 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2695557 .2500
302,489.42 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2695558 .2500
304,498.52 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695559 .2500
427,143.91 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695560 .2500
434,319.26 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1
2695561 .2500
329,203.58 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2695562 .2500
319,473.87 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2695563 .2500
34,384.13 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695564 .2500
269,577.47 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2695565 .2500
299,361.86 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696022 .2500
407,361.52 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696023 .2500
237,469.17 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2696026 .2500
399,358.36 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
2696029 .2500
274,558.86 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2696031 .2500
260,390.96 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696033 .2500
242,999.80 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2696034 .2500
374,413.17 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696035 .2500
253,212.88 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2696036 .2500
376,659.64 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696037 .2500
478,897.54 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2696038 .2500
479,191.17 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
2696039 .2500
399,389.39 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2696040 .2500
397,062.92 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696041 .2500
296,535.24 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696042 .2500
349,155.35 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2696044 .2500
263,476.51 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2696045 .2500
399,267.05 .0300
6.3750 .0000
6.1250 .0000
6.0950 .0000
6.0950 .0000
2696046 .2500
284,008.72 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2696047 .2500
241,361.64 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
2696049 .2500
395,380.29 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696050 .2500
399,458.18 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2696051 .2500
296,374.31 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2696052 .2500
324,516.09 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2696053 .2500
649,032.21 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2696054 .2500
236,537.53 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2696055 .2500
265,583.73 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2696056 .2500
649,032.21 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1
2696057 .2500
356,427.32 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2696058 .2500
303,206.49 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2696059 .2500
449,260.13 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2696060 .2500
439,258.57 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2696061 .2500
235,898.25 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2696734 .2500
248,000.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2696735 .2500
350,000.00 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
2696736 .2500
230,410.98 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
1
2697050 .2500
304,800.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2697053 .2500
162,635.13 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
2697532 .2500
356,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2697533 .2500
419,703.57 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
2698809 .2500
240,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2699014 .2500
258,487.94 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2700327 .2500
599,554.71 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2700828 .2500
184,850.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
1
2700829 .2500
338,800.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2700830 .2500
526,000.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2700831 .2500
400,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2700832 .2500
276,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2700833 .2500
151,900.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2700834 .2500
447,200.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2701831 .2500
246,400.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2701832 .2500
207,050.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1
2702376 .2500
290,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2702377 .2500
256,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2702378 .2500
278,400.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2702379 .2500
103,550.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
2702380 .2500
232,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
2703399 .2500
133,600.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2703648 .2500
273,600.00 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2704591 .2500
200,800.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
1
2705395 .2500
1,000,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2706239 .2500
172,700.00 .0300
6.6250 .0000
6.3750 .0000
6.3450 .0000
6.3450 .0000
2706241 .2500
173,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
2706243 .2500
238,050.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2707049 .2500
283,761.40 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
2707847 .2500
289,762.29 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2707848 .2500
536,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2707849 .2500
400,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
2707850 .2500
140,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2707852 .2500
269,773.17 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
TOTAL NUMBER OF LOANS: 1672
TOTAL BALANCE........: 521,340,221.37
1
RUN ON : 12/22/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 08.44.18 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1998-S30 FIXED SUMMARY REPORT CUTOFF : 12/01/98
POOL : 0004345
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
--------------------------------------------------------------------------
CURR NOTE RATE 7.1905 6.2500 8.5000
RFC NET RATE 6.9405 6.0000 8.2500
NET MTG RATE(INVSTR RATE) 6.8651 5.9700 8.1700
POST STRIP RATE 6.4894 5.9700 6.5000
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0754 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .3757 .0000 1.6700
TOTAL NUMBER OF LOANS: 1672
TOTAL BALANCE........: 521,340,221.37
***************************
* END OF REPORT *
***************************
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[Date]
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1998-S30
Residential Funding Corporation, as the Holder of a ____% Percentage
Interest of the [Class/Subclass] of Class A-V Certificates, hereby requests the
Trustee to exchange the above-referenced Certificates for the Subclasses
referred to below:
1. Class A-V Certificates, corresponding to the following
Uncertificated REMIC Regular Interests: [List numbers
corresponding to the related loans and Pool Strip Rates from
the Mortgage Loan Schedule]. The Initial Subclass Notional
Amount and the initial Pass-Through Rate on the Class A-V
Certificates will be $___________ and _____%, respectively.
[2. Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate all
of the Uncertificated REMIC Regular Interests represented by the Class A-V
Certificates surrendered for exchange.
The capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement, dated as of December
1, 1998, among Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and The First National Bank of Chicago, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
Q-1
<PAGE>
EXHIBIT R
FSA Policy
R-1
<PAGE>
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this _________
day of _______, 19____, by and between Residential Funding Corporation, its
successors and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the Guides.
All provisions of the Guides are incorporated by reference into and made a part
of this Contract, and shall be binding upon the parties; provided, however, that
the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for
Residential Funding only if and for so long as it shall have been authorized to
do so by Residential Funding in writing. Specific reference in this Contract to
particular provisions of the Guides and not to other provisions does not mean
that those provisions of the Guides not specifically cited in this Contract are
not applicable. All terms used herein shall have the same meanings as such terms
have in the Guides, unless the context clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and
warrants to the other that as of the date of this Contract:
<PAGE>
(1) Each party is duly organized, validly existing, and in good
standing under the laws of its jurisdiction of organization,
is qualified, if necessary, to do business and in good
standing in each jurisdiction in which it is required to be so
qualified, and has the requisite power and authority to enter
into this Contract and all other agreements which are
contemplated by this Contract and to carry out its obligations
hereunder and under the Guides and under such other
agreements.
(2) This Contract has been duly authorized, executed and delivered
by each party and constitutes a valid and legally binding
agreement of each party enforceable in accordance with its
terms.
(3) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either party,
that could affect the validity or prospective validity of this
Contract.
(4) Insofar as its capacity to carry out any obligation under this
Contract is concerned, neither party is in violation of any
charter, articles of incorporation, bylaws, mortgage,
indenture, indebtedness, agreement, instrument, judgment,
decree, order, statute, rule or regulation and none of the
foregoing adversely affects its capacity to fulfill any of its
obligations under this Contract. Its execution of, and
performance pursuant to, this Contract will not result in a
violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by
the Seller/Servicer pursuant to subparagraph (a) of this paragraph
3, the Seller/Servicer makes the representations, warranties and
covenants set forth in the Guides and, upon request, agrees to
deliver to Residential Funding the certified Resolution of Board of
Directors which authorizes the execution and delivery of this
Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or more of those remedies
set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
G-2
<PAGE>
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any state
or federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard or determined in such
state or federal court. Each of the parties irrevocably waives the defense of an
inconvenient forum to the maintenance of any such action or proceeding and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in any such forum. Each of the
G-3
<PAGE>
parties agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on the judgment
or in any other manner provided by law. Each of the parties further agrees not
to institute any legal actions or proceedings against the other party or any
director, officer, employee, attorney, agent or property of the other party,
arising out of or relating to this Contract in any court other than as
hereinabove specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
G-4
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
G-5
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
****************************************************************
TO CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note [ ] Primary
Insurance Policy [ ] Mortgage or Deed of
Trust [ ] Assignment(s) of Mortgage or Deed
of Trust [ ] Title Insurance Policy [ ]
Other:
Name
Title
Date
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: ss.:
COUNTY OF )
[NAME OF OFFICER], being first duly sworn, deposes and says:
1. That he/she is [Title of Officer] of [Name of Owner] (record or
beneficial owner of the Mortgage Pass-Through Certificates, Series 1998-S30,
Class R-I and Class R-II (the "Class R Certificates") (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/she
makes this affidavit and agreement.
2. That the Owner (i) is not and will not be as of [date of
transfer] a "disqualified organization" within the meaning of Section 860E(e)(5)
of the Internal Revenue Code of 1986, as amended (the "Code") or an "electing
large partnership' within the meaning of Section 775 of the Code, (ii) will
endeavor to remain other than a disqualified organization and an electing large
partnership for so long as it retains its ownership interest in the Class R
Certificates, and (iii) is acquiring the Class R Certificates for its own
account or for the account of another Owner from which it has received an
affidavit and agreement in substantially the same form as this affidavit and
agreement. (For this purpose, a "disqualified organization" means the United
States, any state or political subdivision thereof, any agency or
instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income).
3. That the Owner is aware (i) of the tax that would be imposed on
transfers of Class R Certificates to disqualified organizations under the Code,
that applies to all transfers of Class R Certificates after March 31, 1988; (ii)
that such tax would be on the transferor, or, if such transfer is through an
agent (which person includes a broker, nominee or middleman) for a disqualified
organization, on the agent; (iii) that the person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
person an affidavit that the transferee is not a disqualified organization and,
at the time of transfer, such person does not have actual knowledge that the
affidavit is false; and (iv) that the Class R Certificates may be "noneconomic
residual interests" within the meaning of Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
<PAGE>
4. That the Owner is aware of the tax imposed on a "pass-through
entity" holding Class R Certificates if at any time during the taxable year of
the pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
5. That the Owner is aware that the Trustee will not register the
transfer of any Class R Certificates unless the transferee, or the transferee's
agent, delivers to it an affidavit and agreement, among other things, in
substantially the same form as this affidavit and agreement. The Owner expressly
agrees that it will not consummate any such transfer if it knows or believes
that any of the representations contained in such affidavit and agreement are
false.
6. That the Owner has reviewed the restrictions set forth on the
face of the Class R Certificates and the provisions of Section 5.02(f) of the
Pooling and Servicing Agreement under which the Class R Certificates were issued
(in particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize
the Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
7. That the Owner consents to any additional restrictions or
arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificates will only be
owned, directly or indirectly, by an Owner that is not a disqualified
organization.
8. The Owner's Taxpayer Identification Number is ______________.
9. This affidavit and agreement relates only to the Class R
Certificates held by the Owner and not to any other holder of the Class R
Certificates. The Owner understands that the liabilities described herein relate
only to the Class R Certificates.
10. That no purpose of the Owner relating to the transfer of any of
the Class R Certificates by the Owner is or will be to impede the assessment or
collection of any tax.
11. That the Owner has no present knowledge or expectation that it
will be unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
12. That the Owner has no present knowledge or expectation that it
will become insolvent or subject to a bankruptcy proceeding for so long as any
of the Class R Certificates remain outstanding.
I-1-2
<PAGE>
13. The Owner is a citizen or resident of the United States, a
corporation or partnership (including an entity treated as a corporation or
partnership for federal income tax purposes) created or organized in, or under
the laws of, the United States or any state thereof or the District of Columbia
(except, in the case of a partnership, to the extent provided in regulations),
or an estate whose income is subject to United States federal income tax
regardless of its source, or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Persons have the authority to control all substantial
decisions of the trust, or to the extent prescribed in regulations by the
Secretary of the Treasury, which have not yet been issued, a trust which was in
existence on August 20, 1996 (other than a trust treated as owned by the grantor
under subpart E of part I of subchapter J of chapter 1 of the Code), and which
was treated as a United States person on August 20, 1996.
14. The Owner hereby certifies, represents and warrants to, and
covenants with the Company, the Trustee and the Master Servicer that the
Certificates (i) are not being acquired by, and will not be transferred to, any
employee benefit plan within the meaning of section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA") or other retirement
arrangement, including individual retirement accounts and annuities, Keogh plans
and bank collective investment funds and insurance company general or separate
accounts in which such plans, accounts or arrangements are invested, that is
subject to Section 406 of ERISA or Section 4975 of the Internal Revenue Code of
1986 (the "Code") (any of the foregoing, a "Plan"), (ii) are not being acquired
with "plan assets" of a Plan within the meaning of the Department of Labor
("DOL") regulation, 29 C.F.R. ss. 2510.3-101 or otherwise under ERISA, and (iii)
will not be transferred to any entity that is deemed to be investing in plan
assets within the meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101 or
otherwise under ERISA.
In addition, the Owner hereby certifies, represents and warrants to, and
covenants with, the Company, the Trustee and the Master Servicer that the Owner
will not transfer such Certificates to any Plan or person unless either such
Plan or person meets the requirements set forth above.
Capitalized terms used but not defined herein shall have the meanings
assigned in the Pooling and Servicing Agreement.
I-1-3
<PAGE>
IN WITNESS WHEREOF, the Owner has caused this instrument to be
executed on its behalf, pursuant to the authority of its Board of Directors, by
its [Title of Officer] and its corporate seal to be hereunto attached, attested
by its [Assistant] Secretary, this ____ day of _______________, 199__.
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer],
known or proved to me to be the same person who executed the foregoing
instrument and to be the [Title of Officer] of the Owner, and acknowledged to me
that he/she executed the same as his/her free act and deed and the free act and
deed of the Owner.
Subscribed and sworn before me this ____ day of ________________,
199__.
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the ____ day of
_______________, 19__.
I-1-4
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S30
Re: Mortgage Pass-Through Certificates,
Series 1998-S30, Class R-I and Class R-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-S30, Class R-I and Class R-II (the "Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of December 1, 1998 among Residential Funding Mortgage
Securities I, Inc., as seller (the "Company"), Residential Funding Corporation,
as master servicer, and The First National Bank of Chicago, as trustee (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Seller hereby
certifies, represents and warrants to, and covenants with, the Company and the
Trustee that:
1. No purpose of the Seller relating to the transfer of the
Certificate by the Seller to the Purchaser is or will be to impede the
assessment or collection of any tax.
2. The Seller understands that the Purchaser has delivered to the
Trustee and the Master Servicer a transfer affidavit and agreement in the form
attached to the Pooling and Servicing Agreement as Exhibit I-1. The Seller does
not know or believe that any representation contained therein is false.
3. The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E-1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser
<PAGE>
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 or Class R-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.
4. The Seller has no actual knowledge that the proposed Transferee
is not both a United States Person and a Permitted Transferee.
Very truly yours,
(Seller)
By:
Name:
Title:
I-2-2
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1998-S30
Re: Mortgage Pass-Through Certificates,
Series 1998-S30, [Class B- ]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S30, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
1. The Purchaser understands that (a) the Certificates have
not been and will not be registered or qualified under the
Securities Act of 1933, as amended (the "Act") or any state
securities law, (b) the Company is not required to so register or
qualify the Certificates, (c) the Certificates may be resold only if
registered and qualified pursuant to the provisions of the Act or
any state securities law, or if an exemption from such registration
and qualification is available, (d) the Pooling and Servicing
Agreement contains restrictions regarding the transfer of the
Certificates and (e) the Certificates will bear a legend to the
foregoing effect.
<PAGE>
2. The Purchaser is acquiring the Certificates for its own
account for investment only and not with a view to or for sale in
connection with any distribution thereof in any manner that would
violate the Act or any applicable state securities laws.
3. The Purchaser is (a) a substantial, sophisticated
institutional investor having such knowledge and experience in
financial and business matters, and, in particular, in such matters
related to securities similar to the Certificates, such that it is
capable of evaluating the merits and risks of investment in the
Certificates, (b) able to bear the economic risks of such an
investment and (c) an "accredited investor" within the meaning of
Rule 501(a) promulgated pursuant to the Act.
4. The Purchaser has been furnished with, and has had an
opportunity to review (a) [a copy of the Private Placement
Memorandum, dated ___________________, 19__, relating to the
Certificates (b)] a copy of the Pooling and Servicing Agreement and
[b] [c] such other information concerning the Certificates, the
Mortgage Loans and the Company as has been requested by the
Purchaser from the Company or the Seller and is relevant to the
Purchaser's decision to purchase the Certificates. The Purchaser has
had any questions arising from such review answered by the Company
or the Seller to the satisfaction of the Purchaser. [If the
Purchaser did not purchase the Certificates from the Seller in
connection with the initial distribution of the Certificates and was
provided with a copy of the Private Placement Memorandum (the
"Memorandum") relating to the original sale (the "Original Sale") of
the Certificates by the Company, the Purchaser acknowledges that
such Memorandum was provided to it by the Seller, that the
Memorandum was prepared by the Company solely for use in connection
with the Original Sale and the Company did not participate in or
facilitate in any way the purchase of the Certificates by the
Purchaser from the Seller, and the Purchaser agrees that it will
look solely to the Seller and not to the Company with respect to any
damage, liability, claim or expense arising out of, resulting from
or in connection with (a) error or omission, or alleged error or
omission, contained in the Memorandum, or (b) any information,
development or event arising after the date of the Memorandum.]
5. The Purchaser has not and will not nor has it authorized or
will it authorize any person to (a) offer, pledge, sell, dispose of
or otherwise transfer any Certificate, any interest in any
Certificate or any other similar security to any person in any
manner, (b) solicit any offer to buy or to accept a pledge,
disposition of other transfer of any Certificate, any interest in
any Certificate or any other similar security from any person in any
manner, (c) otherwise approach or negotiate with respect to any
Certificate, any interest in any Certificate or any other similar
security with any person in any manner, (d) make any general
solicitation by means of general advertising or in any other manner
or (e) take any other action, that (as to any of (a) through (e)
above) would constitute a distribution of any Certificate under the
Act, that would render the disposition of any Certificate a
violation of Section 5 of the Act or any state securities law, or
that would require registration or qualification pursuant
J-2
<PAGE>
thereto. The Purchaser will not sell or otherwise transfer any of
the Certificates, except in compliance with the provisions of the
Pooling and Servicing Agreement.
6. The Purchaser hereby certifies, represents and warrants to, and
covenants with the Company, the Trustee and the Master Servicer that
the following statements in (a), (b) or (c) are correct:
(a) The Purchaser is not an employee benefit or other plan
subject to the prohibited transaction provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), or
Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate
with "plan assets" of any Plan within the meaning of the Department
of Labor ("DOL") regulation at 29 C.F.R.
ss.2510.3-101;
(b) The Purchaser is an insurance company; the source of the
funds being used by the Purchaser to acquire the Certificates is
assets of the Purchaser's "general account"; the conditions set
forth in Prohibited Transaction Class Exemption ("PTCE") 95-60
issued by the DOL have been satisfied and the purchase, holding and
transfer of Certificates by or on behalf of the Purchaser are exempt
under PTCE 95-60; and the amount of reserves and liabilities for
such general account contracts held by or on behalf of any Plan do
not exceed 10% of the total reserves and liabilities of such general
account plus surplus as of the date hereof (for purposes of this
clause, all Plans maintained by the same employer (or affiliate
thereof) or employee organization are deemed to be a single Plan) in
connection with its purchase and holding of such Certificates; or
(c) The Purchaser has provided the Trustee, the Company and
the Master Servicer with an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee, the Company and the
Master Servicer to the effect that the purchase of Certificates is
permissible under applicable law, will not constitute or result in
any non-exempt prohibited transaction under ERISA or Section 4975 of
the Code and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or
liabilities under ERISA or Section 4975 of the Code) in addition to
those undertaken in the Pooling and Servicing Agreement.
J-3
<PAGE>
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer that
the Purchaser will not transfer such Certificates to any Plan or person unless
either such Plan or person meets the requirements set forth in either (a), (b)
or (c) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-4
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
______________, 19__
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Attention: Residential Funding Corporation Series 1998-S30
Re: Mortgage Pass-Through Certificates,
Series 1998-S23, [Class M-]
Ladies and Gentlemen:
_________________________ (the "Purchaser") intends to purchase from
___________________________ (the "Seller") $_____________ Initial Certificate
Principal Balance of Mortgage Pass-Through Certificates, Series 1998-S30, Class
__ (the "Certificates"), issued pursuant to the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of December 1, 1998 among
Residential Funding Mortgage Securities I, Inc., as seller (the "Company"),
Residential Funding Corporation, as master servicer (the "Master Servicer"), and
The First National Bank of Chicago, as trustee (the "Trustee"). All terms used
herein and not otherwise defined shall have the meanings set forth in the
Pooling and Servicing Agreement. The Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the Master
Servicer that:
(a) The Purchaser is not an employee benefit or other
plan subject to the prohibited transaction provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") (a "Plan"), or any other person (including an
investment manager, a named fiduciary or a trustee of any Plan)
acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan
J-2-1
<PAGE>
within the meaning of the Department of Labor ("DOL") regulation at 29
C.F.R. ss.2510.3-101;
(b) The Purchaser is an insurance company; the source
of the funds being used by the Purchaser to acquire the Certificates
is assets of the Purchaser's "general account"; the conditions set
forth in Prohibited Transaction Class Exemption ("PTCE") 95-60
issued by the DOL have been satisfied and the purchase, holding and
transfer of Certificates by or on behalf of the Purchaser are exempt
under PTCE 95-60; and the amount of reserves and liabilities for
such general account contracts held by or on behalf of any Plan do
not exceed 10% of the total reserves and liabilities of such general
account plus surplus as of the date hereof (for purposes of this
clause, all Plans maintained by the same employer (or affiliate
thereof) or employee organization are deemed to be a single Plan) in
connection with its purchase and holding of such Certificates; or
(c) The Purchaser has provided the Trustee, the
Company and the Master Servicer with an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee,
the Company and the Master Servicer to the effect that the purchase
of Certificates is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under
ERISA or Section 4975 of the Code and will not subject the Trustee,
the Company or the Master Servicer to any obligation or liability
(including obligations or liabilities under ERISA or Section 4975 of
the Code) in addition to those undertaken in the Pooling and
Servicing Agreement.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either (a), (b) or (c) above.
Very truly yours,
(Purchaser)
By:
Name:
Title:
J-2-2
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S30
Re: Mortgage Pass-Through Certificates,
Series 1998-S30, [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-S30, Class __ (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 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
K-1
<PAGE>
set forth in the foregoing sentence with respect to any Certificate. The Seller
has not and will not sell or otherwise transfer any of the Certificates, except
in compliance with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
K-2
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
===============================================
===============================================
The undersigned seller, as registered holder (the "Seller"), intends
to transfer the Rule 144A Securities described above to the undersigned buyer
(the "Buyer").
1. In connection with such transfer and in accordance with the
agreements pursuant to which the Rule 144A Securities were issued, the Seller
hereby certifies the following facts: Neither the Seller nor anyone acting on
its behalf has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the
Seller, the Trustee and the Master Servicer (as defined in the Pooling and
Servicing Agreement (the "Agreement"), dated as of December 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
<PAGE>
144A Securities or any other similar security to, or solicited any offer
to buy or accept a transfer, pledge or other disposition of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security from, or otherwise approached or negotiated with respect to the
Rule 144A Securities, any interest in the Rule 144A Securities or any
other similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the Rule
144A Securities under the 1933 Act or that would render the disposition of
the Rule 144A Securities a violation of Section 5 of the 1933 Act or
require registration pursuant thereto, nor will it act, nor has it
authorized or will it authorize any person to act, in such manner with
respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as that term
is defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan; or
b. is an insurance company, the source of funds to be used by
it to purchase the Certificates is an "insurance company general account"
(within the meaning of Department of Labor Prohibited Transaction Class
Exemption ("PTCE") 95-60), and the purchase is being made in reliance upon
the availability of the exemptive relief afforded under Section III of
PTCE 95-60.]
4. This document may be executed in one or more counterparts and by
the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
L-2
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this document
as of the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
L-3
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule 144A
Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested on a
discretionary basis $______________________ in securities (except for the
excluded securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.
___ Corporation, etc. The Buyer is a corporation (other than a bank,
savings and loan association or similar institution), Massachusetts or
similar business trust, partnership, or charitable organization
described in Section 501(c)(3) of the Internal Revenue Code.
___ Bank. The Buyer (a) is a national bank or banking institution organized
under the laws of any State, territory or the District of Columbia, the
business of which is substantially confined to banking and is
supervised by the State or territorial banking commission or similar
official or is a foreign bank or equivalent institution, and (b) has an
audited net worth of at least $25,000,000 as demonstrated in its latest
annual financial statements, a copy of which is attached hereto.
L-4
<PAGE>
___ Savings and Loan. The Buyer (a) is a savings and loan association,
building and loan association, cooperative bank, homestead association
or similar institution, which is supervised and examined by a State or
Federal authority having supervision over any such institutions or is a
foreign savings and loan association or equivalent institution and (b)
has an audited net worth of at least $25,000,000 as demonstrated in its
latest annual financial statements.
___ Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934.
___ Insurance Company. The Buyer is an insurance company whose primary and
predominant business activity is the writing of insurance or the
reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar
official or agency of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by a
State, its political subdivisions, or any agency or instrumentality of the
State or its political subdivisions, for the benefit of its employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning of
Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered under the
Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development company
as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or trust
company and whose participants are exclusively (a) plans established
and maintained by a State, its political subdivisions, or any agency or
instrumentality of the State or its political subdivisions, for the
benefit of its employees, or (b) employee benefit plans within the
meaning of Title I of the Employee Retirement Income Security Act of
1974, but is not a trust fund that includes as participants individual
retirement accounts or H.R. 10 plans.
3. The term "securities" as used herein does not include (i) securities
of issuers that are affiliated with the Buyer, (ii) securities that are part of
an unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
L-5
<PAGE>
4. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Buyer, the Buyer used the cost
of such securities to the Buyer and did not include any of the securities
referred to in the preceding paragraph. Further, in determining such aggregate
amount, the Buyer may have included securities owned by subsidiaries of the
Buyer, but only if such subsidiaries are consolidated with the Buyer in its
financial statements prepared in accordance with generally accepted accounting
principles and if the investments of such subsidiaries are managed under the
Buyer's direction. However, such securities were not included if the Buyer is a
majority-owned, consolidated subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.
5. The Buyer acknowledges that it is familiar with Rule 144A and
understands that the seller to it and other parties related to the Certificates
are relying and will continue to rely on the statements made herein because one
or more sales to the Buyer may be in reliance on Rule 144A.
___ ___ Will the Buyer be purchasing the Rule 144A Yes No Securities only for
the Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees
that, in connection with any purchase of securities sold to the Buyer for the
account of a third party (including any separate account) in reliance on Rule
144A, the Buyer will only purchase for the account of a third party that at the
time is a "qualified institutional buyer" within the meaning of Rule 144A. In
addition, the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current representation letter from
such third party or taken other appropriate steps contemplated by Rule 144A to
conclude that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Buyer's purchase of Rule 144A Securities will
constitute a reaffirmation of this certification as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-6
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the
Rule 144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer or Senior Vice President of the Buyer or, if the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
3. The term "Family of Investment Companies" as used herein means
two or more registered investment companies (or series thereof) that have the
same investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of deposit, (iii) loan participations, (iv) repurchase agreements, (v)
securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps.
5. The Buyer is familiar with Rule 144A and understands that each of
the parties to which this certification is made are relying and will continue to
rely on the statements made herein
L-7
<PAGE>
because one or more sales to the Buyer will be in reliance on Rule 144A. In
addition, the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-8
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited
Guaranty. (a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made
prior to the later of the third Business Day prior to each Distribution Date or
the related Determination Date by the Master Servicer with written notice
thereof to the Trustee. The maximum amount that Residential Funding shall be
required to pay pursuant to this Section on any Distribution Date (the "Amount
Available") shall be equal to the lesser of (X) minus the sum of (i) all
previous payments made under subsections (a) and (b) hereof and (ii) all draws
under the Limited Guaranty made in lieu
<PAGE>
of such payments as described below in subsection (d) and (Y) the then
outstanding Certificate Principal Balances of the Class B Certificates, or such
lower amount as may be established pursuant to Section 12.02. Residential
Funding's obligations as described in this Section are referred to herein as the
"Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments hereunder
and shall demand payment pursuant to the limited guaranty (the "Limited
Guaranty"), executed by General Motors Acceptance Corporation, of Residential
Funding's obligation to make payments pursuant to this Section, in an amount
equal to the lesser of (i) the Amount Available and (ii) such required payments,
by delivering to General Motors Acceptance Corporation a written demand for
payment by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this
Section or amounts paid under the Limited Guaranty shall be deposited directly
in the Certificate Account, for distribution on the Distribution Date for such
month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) the Trust Fund to fail to qualify
as a REMIC at any time that any Certificate is outstanding, and (ii) no such
substitution shall be made unless (A) the substitute Limited Guaranty or
Subordinate Certificate Loss Obligation is for an initial amount not less than
the then current Amount Available and contains provisions that are in all
material respects equivalent to the original Limited Guaranty or Subordinate
Certificate Loss Obligation (including that no portion of the fees,
reimbursements or other obligations under any such instrument will be borne by
the Trust Fund), (B) the long term debt obligations of any obligor of any
substitute Limited Guaranty or Subordinate Certificate Loss Obligation (if not
supported by the Limited Guaranty) shall be rated at least the lesser of (a) the
rating of the long term debt obligations of General Motors Acceptance
Corporation as of the date of issuance of the Limited Guaranty and (b) the
rating of the long term debt obligations of General Motors Acceptance
Corporation at the date of such substitution and (C) the Company obtains written
confirmation from each nationally recognized credit rating agency that rated the
Class B Certificates at the request of the Company that such substitution shall
not lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute
M-2
<PAGE>
guarantor or obligor, addressed to the Master Servicer and the Trustee, that
such substitute instrument constitutes a legal, valid and binding obligation of
the substitute guarantor or obligor, enforceable in accordance with its terms,
and concerning such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor the Trustee
shall be obligated to substitute for or replace the Limited Guaranty or
Subordinate Certificate Loss Obligation under any circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article XII
may be amended, superseded or deleted, (ii) the Limited Guaranty or Subordinate
Certificate Loss Obligation may be amended, reduced or canceled, and (iii) any
other provision of this Agreement which is related or incidental to the matters
described in this Article XII may be amended in any manner; in each case by
written instrument executed or consented to by the Company and Residential
Funding but without the consent of any Certificateholder and without the consent
of the Master Servicer or the Trustee being required unless any such amendment
would impose any additional obligation on, or otherwise adversely affect the
interests of, the Master Servicer or the Trustee, as applicable; provided that
the Company shall also obtain a letter from each nationally recognized credit
rating agency that rated the Class B Certificates at the request of the Company
to the effect that such amendment, reduction, deletion or cancellation will not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency, unless (A) the Holder of 100% of the Class B Certificates is Residential
Funding or an Affiliate of Residential Funding, or (B) such amendment,
reduction, deletion or cancellation is made in accordance with Section 11.01(e)
and, provided further that the Company obtains (subject to the provisions of
Section 10.01(f) as if the Company was substituted for the Master Servicer
solely for the purposes of such provision), in the case of a material amendment
or supersession (but not a reduction, cancellation or deletion of the Limited
Guaranty or the Subordinate Certificate Loss Obligation), an Opinion of Counsel
(which need not be an opinion of Independent counsel) to the effect that any
such amendment or supersession will not cause either (a) any federal tax to be
imposed on the Trust Fund, including without limitation, any federal tax imposed
on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code or
(b) the Trust Fund to fail to qualify as a REMIC at any time that any
Certificate is outstanding. A copy of any such instrument shall be provided to
the Trustee and the Master Servicer together with an Opinion of Counsel that
such amendment complies with this Section 12.02.
M-3
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
Mortgage Pass-Through Certificates
Series 1998-S30
, 199__
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S30
Ladies and Gentlemen:
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of December 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-S30 (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
<PAGE>
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.
N-2
<PAGE>
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be
executed and delivered by its respective officers thereunto duly authorized as
of the day and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
By:
Name:
Title:
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
By:
Name:
Title:
N-3
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
__________________, 19____
Residential Funding Mortgage
Securities I, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Attention: Residential Funding Corporation Series 1998-S30
Re: Mortgage Pass-Through Certificates, Series 1998-S30
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
December 1, 1998 among Residential Funding Mortgage Securities I, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
the Trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants with, the Master Servicer
and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be modified
to have a rate of interest at least 0.25 percent below or above the rate of
interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the related
Mortgage Loan.
<PAGE>
Very truly yours,
(Lender)
By:
Name:
Title:
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1846507 416,000.00 5.970 0.0815384615 33,920.00
1848583 400,000.00 5.970 0.0815384615 32,615.38
2696735 350,000.00 5.970 0.0815384615 28,538.46
1832920 129,380.06 6.095 0.0623076923 8,061.37
1842073 274,738.76 6.095 0.0623076923 17,118.34
1842091 303,468.66 6.095 0.0623076923 18,908.43
1842343 464,569.31 6.095 0.0623076923 28,946.24
2695468 237,058.87 6.095 0.0623076923 14,770.59
2696045 399,267.05 6.095 0.0623076923 24,877.41
1813467 359,650.00 6.220 0.0430769231 15,492.62
1816186 360,230.82 6.220 0.0430769231 15,517.64
1827080 299,728.79 6.220 0.0430769231 12,911.39
1830786 249,490.23 6.220 0.0430769231 10,747.27
1832551 389,247.79 6.220 0.0430769231 16,767.60
1833021 509,075.40 6.220 0.0430769231 21,929.40
1833301 399,274.82 6.220 0.0430769231 17,199.53
1839840 282,794.12 6.220 0.0430769231 12,181.90
1841028 284,742.35 6.220 0.0430769231 12,265.82
1841626 602,000.00 6.220 0.0430769231 25,932.31
1842074 339,306.72 6.220 0.0430769231 14,616.29
1842997 254,769.47 6.220 0.0430769231 10,974.68
1844248 271,506.87 6.220 0.0430769231 11,695.68
1846383 531,519.06 6.220 0.0430769231 22,896.21
1846720 336,100.00 6.220 0.0430769231 14,478.15
2693683 255,768.58 6.220 0.0430769231 11,017.72
2695473 323,412.59 6.220 0.0430769231 13,931.62
2696047 241,361.64 6.220 0.0430769231 10,397.12
2707849 400,000.00 6.220 0.0430769231 17,230.77
1806576 515,000.00 6.345 0.0238461538 12,280.77
1814596 269,223.81 6.345 0.0238461538 6,419.95
1815302 224,726.55 6.345 0.0238461538 5,358.86
1817051 339,985.84 6.345 0.0238461538 8,107.35
1829364 190,381.88 6.345 0.0238461538 4,539.88
1830342 251,278.10 6.345 0.0238461538 5,992.02
1830685 211,013.66 6.345 0.0238461538 5,031.86
1833222 243,285.16 6.345 0.0238461538 5,801.42
1838714 83,476.29 6.345 0.0238461538 1,990.59
1839259 319,717.67 6.345 0.0238461538 7,624.04
1842034 267,054.82 6.345 0.0238461538 6,368.23
1842123 405,570.43 6.345 0.0238461538 9,671.29
1842359 300,000.00 6.345 0.0238461538 7,153.85
1842363 255,774.13 6.345 0.0238461538 6,099.23
1842487 278,254.28 6.345 0.0238461538 6,635.29
1842544 259,770.61 6.345 0.0238461538 6,194.53
1843277 310,020.00 6.345 0.0238461538 7,392.78
1844182 419,629.44 6.345 0.0238461538 10,006.55
1845339 324,713.25 6.345 0.0238461538 7,743.16
1848362 640,000.00 6.345 0.0238461538 15,261.54
2687428 558,260.45 6.345 0.0238461538 13,312.36
2692310 449,602.97 6.345 0.0238461538 10,721.30
2693686 234,193.19 6.345 0.0238461538 5,584.61
2695490 279,254.76 6.345 0.0238461538 6,659.15
2695496 399,292.21 6.345 0.0238461538 9,521.58
2700830 526,000.00 6.345 0.0238461538 12,543.08
2702378 278,400.00 6.345 0.0238461538 6,638.77
2706239 172,700.00 6.345 0.0238461538 4,118.23
1710473 281,749.15 6.470 0.0046153846 1,300.38
1806772 259,226.62 6.470 0.0046153846 1,196.43
1810668 399,309.26 6.470 0.0046153846 1,842.97
1810706 284,957.09 6.470 0.0046153846 1,315.19
1812051 265,009.83 6.470 0.0046153846 1,223.12
1812068 299,220.74 6.470 0.0046153846 1,381.02
1812615 226,005.25 6.470 0.0046153846 1,043.10
1813390 259,551.02 6.470 0.0046153846 1,197.93
1813446 264,542.39 6.470 0.0046153846 1,220.96
1813700 369,361.07 6.470 0.0046153846 1,704.74
1814293 244,363.61 6.470 0.0046153846 1,127.83
1814427 459,603.95 6.470 0.0046153846 2,121.25
1816169 280,768.81 6.470 0.0046153846 1,295.86
1816439 649,440.36 6.470 0.0046153846 2,997.42
1820321 270,100.00 6.470 0.0046153846 1,246.62
1825310 243,789.92 6.470 0.0046153846 1,125.18
1826455 283,509.58 6.470 0.0046153846 1,308.51
1826543 239,585.56 6.470 0.0046153846 1,105.78
1826611 257,155.17 6.470 0.0046153846 1,186.87
1826928 356,000.00 6.470 0.0046153846 1,643.08
1827894 215,014.72 6.470 0.0046153846 992.38
1828181 259,776.14 6.470 0.0046153846 1,198.97
1828252 265,371.32 6.470 0.0046153846 1,224.79
1828274 289,750.32 6.470 0.0046153846 1,337.31
1828282 274,463.49 6.470 0.0046153846 1,266.75
1830072 377,674.55 6.470 0.0046153846 1,743.11
1830351 474,179.75 6.470 0.0046153846 2,188.52
1830431 269,367.88 6.470 0.0046153846 1,243.24
1832534 309,733.09 6.470 0.0046153846 1,429.54
1832698 226,804.56 6.470 0.0046153846 1,046.79
1833001 263,772.70 6.470 0.0046153846 1,217.41
1833103 349,698.65 6.470 0.0046153846 1,613.99
1833151 464,599.64 6.470 0.0046153846 2,144.31
1833329 249,784.75 6.470 0.0046153846 1,152.85
1833388 455,607.39 6.470 0.0046153846 2,102.80
1833579 284,754.62 6.470 0.0046153846 1,314.25
1833591 136,757.15 6.470 0.0046153846 631.19
1838695 355,943.28 6.470 0.0046153846 1,642.82
1838722 299,741.70 6.470 0.0046153846 1,383.42
1838750 245,788.19 6.470 0.0046153846 1,134.41
1838909 274,263.65 6.470 0.0046153846 1,265.83
1839076 267,769.25 6.470 0.0046153846 1,235.86
1839232 247,000.00 6.470 0.0046153846 1,140.00
1839832 291,748.59 6.470 0.0046153846 1,346.53
1839868 286,453.11 6.470 0.0046153846 1,322.09
1839990 222,115.76 6.470 0.0046153846 1,025.15
1840825 242,191.29 6.470 0.0046153846 1,117.81
1840833 280,558.23 6.470 0.0046153846 1,294.88
1840894 238,294.65 6.470 0.0046153846 1,099.82
1841235 348,449.73 6.470 0.0046153846 1,608.23
1841530 388,665.08 6.470 0.0046153846 1,793.84
1841659 285,878.64 6.470 0.0046153846 1,319.44
1841703 284,400.00 6.470 0.0046153846 1,312.62
1841742 238,994.05 6.470 0.0046153846 1,103.05
1841767 408,897.64 6.470 0.0046153846 1,887.22
1841784 315,727.93 6.470 0.0046153846 1,457.21
1842033 253,589.59 6.470 0.0046153846 1,170.41
1842044 260,920.50 6.470 0.0046153846 1,204.25
1842051 244,576.93 6.470 0.0046153846 1,128.82
1842072 336,917.20 6.470 0.0046153846 1,555.00
1842077 299,741.71 6.470 0.0046153846 1,383.42
1842086 335,419.79 6.470 0.0046153846 1,548.09
1842092 290,749.45 6.470 0.0046153846 1,341.92
1842098 234,897.58 6.470 0.0046153846 1,084.14
1842101 648,877.57 6.470 0.0046153846 2,994.82
1842120 294,490.59 6.470 0.0046153846 1,359.19
1842124 638,337.59 6.470 0.0046153846 2,946.17
1842519 257,777.86 6.470 0.0046153846 1,189.74
1842872 204,623.67 6.470 0.0046153846 944.42
1842925 323,721.04 6.470 0.0046153846 1,494.10
1843031 296,000.00 6.470 0.0046153846 1,366.15
1843082 257,777.86 6.470 0.0046153846 1,189.74
1843430 400,000.00 6.470 0.0046153846 1,846.15
1843597 392,021.88 6.470 0.0046153846 1,809.33
1843707 249,900.00 6.470 0.0046153846 1,153.38
1843721 253,500.00 6.470 0.0046153846 1,170.00
1843754 275,000.00 6.470 0.0046153846 1,269.23
1843812 115,900.00 6.470 0.0046153846 534.92
1844234 400,000.00 6.470 0.0046153846 1,846.15
1844262 353,489.08 6.470 0.0046153846 1,631.49
1844266 264,452.12 6.470 0.0046153846 1,220.55
1845854 400,000.00 6.470 0.0046153846 1,846.15
1846120 375,426.48 6.470 0.0046153846 1,732.74
1846157 372,355.89 6.470 0.0046153846 1,718.57
1846377 277,500.00 6.470 0.0046153846 1,280.77
1848482 600,000.00 6.470 0.0046153846 2,769.23
1848539 319,200.00 6.470 0.0046153846 1,473.23
2686092 619,466.19 6.470 0.0046153846 2,859.07
2695554 309,464.68 6.470 0.0046153846 1,428.30
2696046 284,008.72 6.470 0.0046153846 1,310.81
2696058 303,206.49 6.470 0.0046153846 1,399.41
2696734 248,000.00 6.470 0.0046153846 1,144.62
2700828 184,850.00 6.470 0.0046153846 853.15
2700834 447,200.00 6.470 0.0046153846 2,064.00
2703648 273,600.00 6.470 0.0046153846 1,262.77
$48,451,242.79 0.0175054192 $848,159.32
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[Date]
The First National Bank of Chicago
One North State Street
Chicago, Illinois 60602
Re: Residential Funding Mortgage Securities I, Inc.
Mortgage Pass-Through Certificates, Series 1998-S30
Residential Funding Corporation, as the Holder of a ____% Percentage
Interest of the [Class/Subclass] of Class A-V Certificates, hereby requests the
Trustee to exchange the above-referenced Certificates for the Subclasses
referred to below:
1. Class A-V Certificates, corresponding to the following
Uncertificated REMIC Regular Interests: [List numbers
corresponding to the related loans and Pool Strip Rates from
the Mortgage Loan Schedule]. The Initial Subclass Notional
Amount and the initial Pass-Through Rate on the Class A-V
Certificates will be $___________ and _____%, respectively.
[2. Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate all
of the Uncertificated REMIC Regular Interests represented by the Class A-V
Certificates surrendered for exchange.
The capitalized terms used but not defined herein shall have the
meanings set forth in the Pooling and Servicing Agreement, dated as of December
1, 1998, among Residential Funding Mortgage Securities I, Inc., Residential
Funding Corporation and The First National Bank of Chicago, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
Q-1
<PAGE>
EXHIBIT R
FSA Policy
R-1
<PAGE>
<PAGE>
