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-S29)
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.)
8400Normandale Lake Blvd., Suite 600, Minneapolis, MN
55437 (Address of principal executive offices) (Zip
code)
Registrant's telephone number, including area code: (612) 832-7000
---------------------------------------------
(Former name or former address, if changed since last report)
Exhibit Index Located on Page 2
<PAGE>
Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies): The following execution
copies of Exhibits to the Form S-3 Registration
Statement of the Registrant are hereby filed:
Sequentially
Numbered
Exhibit
Page
10.1 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 Bankers Trust Company, 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: /s/ Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: December 30, 1998
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
RESIDENTIAL FUNDING
MORTGAGE SECURITIES I, INC.
By:
Name: Randy Van Zee
Title: Vice President
Dated: December 30, 1998
<PAGE>
Exhibit 10.1
Pooling and Servicing Agreement
<PAGE>
RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of December 1, 1998
Mortgage Pass-Through Certificates
Series 1998-S29
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I ....................................................DEFINITIONS 2
SECTION 1.01. Definitions.............................................2
Accrued Certificate Interest.....................................2
Addendum and Assignment Agreement................................3
Additional Collateral............................................3
Additional Collateral Loan.......................................3
Adjusted Mortgage Rate...........................................3
Advance..........................................................3
Affiliate........................................................3
Agreement........................................................3
Amount Held for Future Distribution..............................3
Appraised Value..................................................3
Assignment.......................................................4
Assignment Agreement.............................................4
Assignment of Proprietary Lease..................................4
Available Distribution Amount....................................4
Bankruptcy Amount................................................4
Bankruptcy Code..................................................5
Bankruptcy Loss..................................................5
Book-Entry Certificate...........................................5
Business Day.....................................................5
Buydown Funds....................................................5
Buydown Mortgage Loan............................................6
Cash Liquidation.................................................6
Certificate......................................................6
Certificate Account..............................................6
Certificate Account Deposit Date.................................6
Certificateholder or Holder......................................6
Certificate Owner................................................6
Certificate Principal Balance....................................6
Certificate Register and Certificate Registrar...................7
Class............................................................7
Class A Certificate..............................................7
Class A-P Collection Shortfall...................................8
Class A-P Principal Distribution Amount..........................8
Class A-V Certificates...........................................8
Class A-V Notional Amount or Notional Amount.....................8
Class A-V Subclass Notional Amount...............................8
Class B Certificate..............................................8
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<PAGE>
TABLE OF CONTENTS
(continued)
Page
Class B Percentage...............................................8
Class B-1 Percentage.............................................8
Class B-1 Prepayment Distribution Trigger........................8
Class B-2 Percentage.............................................8
Class B-2 Prepayment Distribution Trigger........................9
Class B-3 Percentage.............................................9
Class B-3 Prepayment Distribution Trigger........................9
Class M Certificate..............................................9
Class M Percentage...............................................9
Class M-1 Percentage.............................................9
Class M-2 Percentage.............................................9
Class M-2 Prepayment Distribution Trigger........................9
Class M-3 Percentage............................................10
Class M-3 Prepayment Distribution Trigger.......................10
Class R Certificate.............................................10
Closing Date....................................................10
Code............................................................10
Compensating Interest...........................................10
Cooperative.....................................................10
Cooperative Apartment...........................................10
Cooperative Lease...............................................11
Cooperative Loans...............................................11
Cooperative Stock...............................................11
Cooperative Stock Certificate...................................11
Corporate Trust Office..........................................11
Credit Support Depletion Date...................................11
Curtailment.....................................................11
Custodial Account...............................................11
Custodial Agreement.............................................11
Custodian.......................................................11
Cut-off Date....................................................11
Cut-off Date Principal Balance..................................11
DCR.............................................................11
Debt Service Reduction..........................................12
Deficient Valuation.............................................12
Definitive Certificate..........................................12
Deleted Mortgage Loan...........................................12
Delinquent......................................................12
Depository......................................................12
-2-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Depository Participant..........................................12
Destroyed Mortgage Note.........................................12
Determination Date..............................................12
Discount Fraction...............................................13
Discount Mortgage Loan..........................................13
Disqualified Organization.......................................13
Distribution Date...............................................13
Due Date........................................................13
Due Period......................................................13
Eligible Account................................................13
Eligible Funds..................................................14
Event of Default................................................14
Excess Bankruptcy Loss..........................................14
Excess Fraud Loss...............................................14
Excess Special Hazard Loss......................................14
Excess Subordinate Principal Amount.............................14
Extraordinary Events............................................15
Extraordinary Losses............................................15
FASIT...........................................................15
FDIC............................................................15
FHLMC...........................................................15
Final Distribution Date.........................................15
Fitch IBCA......................................................16
FNMA............................................................16
Foreclosure Profits.............................................16
Fraud Loss Amount...............................................16
Fraud Losses....................................................16
Independent.....................................................16
Initial Certificate Principal Balance...........................17
Initial Class A-V Notional Amount...............................17
Initial Monthly Payment Fund....................................17
Insurance Proceeds..............................................17
Insurer.........................................................17
Interest Accrual Period.........................................17
Late Collections................................................17
Liquidation Proceeds............................................17
Loan-to-Value Ratio.............................................17
Maturity Date...................................................17
MLCC............................................................18
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<PAGE>
TABLE OF CONTENTS
(continued)
Page
Modified Mortgage Loan..........................................18
Modified Net Mortgage Rate......................................18
Monthly Payment.................................................18
Moody's.........................................................18
Mortgage........................................................18
Mortgage 100SM Loan.............................................18
Mortgage File...................................................18
Mortgage Loan Schedule..........................................18
Mortgage Loans..................................................19
Mortgage Note...................................................19
Mortgage Rate...................................................19
Mortgaged Property..............................................19
Mortgagor.......................................................19
Net Mortgage Rate...............................................20
Non-Discount Mortgage Loan......................................20
Non-Primary Residence Loans.....................................20
Non-United States Person........................................20
Nonrecoverable Advance..........................................20
Nonsubserviced Mortgage Loan....................................20
Officers' Certificate...........................................20
Opinion of Counsel..............................................20
Original Senior Percentage......................................20
Outstanding Mortgage Loan.......................................20
Ownership Interest..............................................21
Parent PowerSM Loan.............................................21
Pass-Through Rate...............................................21
Paying Agent....................................................21
Percentage Interest.............................................21
Permitted Investments...........................................21
Permitted Transferee............................................23
Person..........................................................23
Pledged Asset Mortgage Servicing Agreement......................23
Pool Stated Principal Balance...................................23
Pool Strip Rate.................................................23
Prepayment Assumption...........................................23
Prepayment Distribution Percentage..............................23
Prepayment Distribution Trigger.................................25
Prepayment Interest Shortfall...................................25
Prepayment Period...............................................25
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<PAGE>
TABLE OF CONTENTS
(continued)
Page
Primary Insurance Policy........................................25
Principal Prepayment............................................25
Principal Prepayment in Full....................................25
Program Guide...................................................25
Purchase Price..................................................25
Qualified Substitute Mortgage Loan..............................26
Rating Agency...................................................26
Realized Loss...................................................26
Record Date.....................................................27
Regular Certificate.............................................27
REMIC...........................................................27
REMIC Administrator.............................................27
REMIC Provisions................................................27
REO Acquisition.................................................27
REO Disposition.................................................28
REO Imputed Interest............................................28
REO Proceeds....................................................28
REO Property....................................................28
Request for Release.............................................28
Required Insurance Policy.......................................28
Required Surety Payment.........................................28
Residential Funding.............................................28
Responsible Officer.............................................28
Schedule of Discount Fractions..................................28
Security Agreement..............................................28
Seller..........................................................29
Seller's Agreement..............................................29
Senior Accelerated Distribution Percentage......................29
Senior Certificate..............................................30
Senior Percentage...............................................30
Senior Principal Distribution Amount............................30
Servicing Accounts..............................................30
Servicing Advances..............................................30
Servicing Fee...................................................30
Servicing Modification..........................................31
Servicing Officer...............................................31
Special Hazard Amount...........................................31
Special Hazard Loss.............................................31
Standard & Poor's...............................................32
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<PAGE>
TABLE OF CONTENTS
(continued)
Page
Stated Principal Balance........................................32
Subclass........................................................32
Subordinate Percentage..........................................32
Subordinate Principal Distribution Amount.......................32
Subserviced Mortgage Loan.......................................33
Subservicer.....................................................33
Subservicer Advance.............................................33
Subservicing Account............................................33
Subservicing Agreement..........................................33
Subservicing Fee................................................33
Surety..........................................................33
Surety Bond.....................................................33
Tax Returns.....................................................33
Transfer........................................................34
Transferee......................................................34
Transferor......................................................34
Trust Fund......................................................34
Uncertificated REMIC Regular Interests..........................34
Uniform Single Attestation Program for Mortgage Bankers.........34
Uninsured Cause.................................................34
United States Person............................................35
Voting Rights...................................................35
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 35
SECTION 2.01. ............................Conveyance of Mortgage Loans 35
SECTION 2.02. ..................................Acceptance by Trustee 40
SECTION 2.03..Representations, Warranties and Covenants of the Master
Servicer and the Company...............................42
SECTION 2.04.................Representations and Warranties of Sellers 46
SECTION 2.05. ............Execution and Authentication of Certificates 48
ARTICLE III ...............ADMINISTRATION AND SERVICING OF MORTGAGE LOANS 48
SECTION 3.01. ......................Master Servicer to Act as Servicer 48
SECTION 3.02. Subservicing Agreements Between Master Servicer
and Subservicers; Enforcement of Subservicers' and Sellers'
Obligations................. ................................49
SECTION 3.03. ................................Successor Subservicers 50
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<PAGE>
TABLE OF CONTENTS
(continued)
Page
SECTION 3.04. ........................Liability of the Master Servicer51
SECTION 3.05. No Contractual Relationship Between Subservicer
and Trustee or Certificateholders .....................51
SECTION 3.06. Assumption or Termination of Subservicing Agreements by
Trustee ................................................51
SECTION 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account ....................................52
SECTION 3.08. ............Subservicing Accounts; Servicing Accounts 54
SECTION 3.09. Access to Certain Documentation and Information Regarding
the Mortgage Loans ...................................56
SECTION 3.10. .....Permitted Withdrawals from the Custodial Account 56
SECTION 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder ...........................................58
SECTION 3.12. Maintenance of Fire Insurance and Omissions and Fidelity
Coverage ..............................................59
SECTION 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments...........60
SECTION 3.14. ............Realization Upon Defaulted Mortgage Loans 62
SECTION 3.15. ......Trustee to Cooperate; Release of Mortgage Files 65
SECTION 3.16.Servicing and Other Compensation; Compensating Interest 67
SECTION 3.17. ...............Reports to the Trustee and the Company 68
SECTION 3.18. .....................Annual Statement as to Compliance 68
SECTION 3.19.Annual Independent Public Accountants' Servicing Report 68
SECTION 3.20.Rights of the Company in Respect of the Master Servicer 69
SECTION 3.21. ......................Administration of Buydown Funds 69
ARTICLE IV .............................PAYMENTS TO CERTIFICATEHOLDERS 70
SECTION 4.01. ...................................Certificate Account 70
SECTION 4.02. ........................................Distributions 71
SECTION 4.03. .....................Statements to Certificateholders 79
SECTION 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer .......................81
SECTION 4.05. ........................Allocation of Realized Losses 83
SECTION 4.06. Reports of Foreclosures and Abandonment of Mortgaged
Property ..............................................84
SECTION 4.07. ........Optional Purchase of Defaulted Mortgage Loans 84
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<PAGE>
TABLE OF CONTENTS
(continued)
Page
SECTION 4.08. ............................................Surety Bond 85
ARTICLE V .............................................THE CERTIFICATES 85
SECTION 5.01. .......................................The Certificates 85
SECTION 5.02. ..Registration of Transfer and Exchange of Certificates 88
SECTION 5.03. ......Mutilated, Destroyed, Lost or Stolen Certificates 94
SECTION 5.04. ..................................Persons Deemed Owners 94
SECTION 5.05. ............................Appointment of Paying Agent 94
SECTION 5.06. ......................Optional Purchase of Certificates 95
ARTICLE VI ..........................THE COMPANY AND THE MASTER SERVICER 96
SECTION 6.01. Respective Liabilities of the Company and the Master
Servicer ...............................................96
SECTION 6.02. Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties
by Master Servicer................ .....................96
SECTION 6.03. Limitation on Liability of the Company, the Master
Servicer and Others ...................................97
SECTION 6.04. ..............Company and Master Servicer Not to Resign 98
ARTICLE VII ......................................................DEFAULT 98
SECTION 7.01. ......................................Events of Default 98
SECTION 7.02. ...Trustee or Company to Act; Appointment of Successor 100
SECTION 7.03. ....................Notification to Certificateholders 101
SECTION 7.04. ............................Waiver of Events of Default 101
ARTICLE VIII ......................................CONCERNING THE TRUSTEE 102
SECTION 8.01. ......................................Duties of Trustee 102
SECTION 8.02. .................Certain Matters Affecting the Trustee 104
SECTION 8.03....Trustee Not Liable for Certificates or Mortgage Loans 105
SECTION 8.04. ..........................Trustee May Own Certificates 105
SECTION 8.05. Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification .......................................106
SECTION 8.06. ..................Eligibility Requirements for Trustee 107
SECTION 8.07. ................Resignation and Removal of the Trustee 107
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<PAGE>
TABLE OF CONTENTS
(continued)
Page
SECTION 8.08. ......................................Successor Trustee 108
SECTION 8.09. .....................Merger or Consolidation of Trustee 108
SECTION 8.10. ..........Appointment of Co-Trustee or Separate Trustee 109
SECTION 8.11. ..............................Appointment of Custodians 110
SECTION 8.12. ........................Appointment of Office or Agency 110
ARTICLE IX ..................................................TERMINATION 110
SECTION 9.01. Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans.............110
SECTION 9.02. ....................Additional Termination Requirements 113
ARTICLE X .............................................REMIC PROVISIONS 114
SECTION 10.01. ...................................REMIC Administration 114
SECTION 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification ...........................................117
ARTICLE XI .....................................MISCELLANEOUS PROVISIONS 118
SECTION 11.01. ..............................................Amendment 118
SECTION 11.02. .................Recordation of Agreement; Counterparts 121
SECTION 11.03. .............Limitation on Rights of Certificateholders 121
SECTION 11.04. ..........................................Governing Law 122
SECTION 11.05. ................................................Notices 122
SECTION 11.06. ...............................Notices to Rating Agency 122
SECTION 11.07. .............................Severability of Provisions 123
SECTION 11.08. ...........Supplemental Provisions for Resecuritization 123
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<PAGE>
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 J-3: Form of ERISA Legend
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 11.01(e) for a Limited Guaranty
Exhibit N: Form of Limited Guaranty
Exhibit O: Form of Lender Certification for Assignment of Mortgage Loan
Exhibit P: Schedule of Discount Fractions
Exhibit Q: Form of Request for Exchange
<PAGE>
This is a Pooling and Servicing Agreement, dated as of December 1,
1998, among RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., as the company
(together with its permitted successors and assigns, the "Company"), RESIDENTIAL
FUNDING CORPORATION, as master servicer (together with its permitted successors
and assigns, the "Master Servicer"), and BANKERS TRUST COMPANY, a New York
banking corporation, as Trustee (together with its permitted successors and
assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the REMIC
Administrator will make an election to treat the entire segregated pool of
assets described in the definition of Trust Fund 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 a "REMIC." The Class A-1, Class A-P, Class A-V, Class M-1, Class
M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates will be "regular
interests" in the REMIC, and the Class R 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 following table sets forth the designation, type, Pass-Through
Rate, aggregate Initial Certificate Principal Balance, Maturity Date, initial
ratings and certain features for each Class of Certificates comprising the
interests in the Trust Fund created hereunder.
<TABLE>
<CAPTION>
DesignationPass-Through Aggregate Initial Features Maturity DCR Standard
Rate Certificate Principal Date & Poor's
Balance
<S> <C> <C> <C> <C> <C> <C>
Class A-1 6.25% $ 299,940,000.00 Senior December 25, 2013 AAA AAA
Class A-P 0.00% $ 546,268.43 Principal Only/SeniorDecember 25, 2013 AAA AAAr
Class A-V Variable $ 0.00 Variable Strip/SeniorDecembert25, 2013 AAA AAAr
Only
Class R 6.25% $ 100.00 Residual/Senior December 25, 2013 AAA AAA
Class M-1 6.25% $ 2,300,000.00 Mezzanine December 25, 2013 N/A AA
Class M-2 6.25% $ 766,600.00 Mezzanine December 25, 2013 N/A A
Class M-3 6.25% $ 1,533,100.00 Mezzanine December 25, 2013 N/A BBB
Class B-1 6.25% $ 766,600.00 Subordinate December 25, 2013 N/A BB
Class B-2 6.25% $ 306,700.00 Subordinate December 25, 2013 N/A B
Class B-3 6.25% $ 460,028.59 Subordinate December 25, 2013 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $306,619,397.02. The Mortgage Loans are fixed rate mortgage loans
having terms to maturity at origination or modification of not more than 15
years.
In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
<PAGE>
ARTICLE I
DEFINITIONS
SECTION 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Class A Certificate (other than the Class A-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-V Certificates in the aggregate, interest accrued during
the related Interest Accrual Period at the related Pass-Through Rate on the
Class A-V Notional Amount. With respect to each Distribution Date, as to any
Subclass of Class A-V Certificates, interest accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the Class A-V Subclass
Notional Amount thereof. Accrued Certificate Interest will be calculated on the
basis of a 360-day year, consisting of twelve 30-day months. In each case
Accrued Certificate Interest on any Class of Certificates will be reduced by the
amount of (i) Prepayment Interest Shortfalls (to the extent not offset by the
Master Servicer with a payment of Compensating Interest as provided in Section
4.01), (ii) the interest portion (adjusted to the Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized
Losses (including Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses) not allocated solely to one or more
specific Classes of Certificates pursuant to Section 4.05, (iii) the interest
portion of Advances previously made with respect to a Mortgage Loan or REO
Property which remained unreimbursed following the Cash Liquidation or REO
Disposition of such Mortgage Loan or REO Property that were made with respect to
delinquencies that were ultimately determined to be Excess Special Hazard
Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses
and (iv) any other interest shortfalls not covered by the subordination provided
by the Class M Certificates and Class B Certificates, including interest that is
not collectible from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations as in
effect from time to time, with all such reductions allocated among all of the
Certificates in proportion to their respective amounts of Accrued Certificate
Interest payable on such Distribution Date which would have resulted absent such
reductions. Any portion of the reductions described in the immediately preceding
sentence that are allocated to the Class A-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 second preceding sentence that are allocated to any
Class of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
2
<PAGE>
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: With respect to any Mortgage 100SM Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100SM Loan and any related collateral. With respect to any Parent
PowerSM Loan, the third-party guarantee for such Parent PowerSM Loan, together
with (i) any marketable securities held from time to time as security for the
performance of such guarantee and any related collateral or (ii) any mortgaged
property securing the performance of such guarantee, the related home equity
line of credit loan and any related collateral.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
3
<PAGE>
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated
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 Certificate Account pursuant to
Section 3.12(a), (iv) any amount deposited in the Certificate Account pursuant
to Section 4.07, (v) any amount that the Master Servicer is not permitted to
withdraw from the Custodial Account or the Certificate Account pursuant to
Section 3.16(e) and (vi) any amount received by the Trustee pursuant to the
Surety Bond in respect of such Distribution Date reduced by (b) the sum as of
the close of business on the immediately preceding Determination Date of (w)
aggregate Foreclosure Profits, (x) the Amount Held for Future Distribution, and
(y) amounts permitted to be withdrawn by the Master Servicer from the Custodial
Account in respect of the Mortgage Loans pursuant to clauses (ii)-(x),
inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05. As
of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of (1) the lesser of (a) the
Bankruptcy Amount calculated as of the close of business on the Business Day
immediately preceding the most recent anniversary of the Cut-off Date coinciding
with or preceding such date of determination (or, if such date of determination
is an anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal balance
of all the Mortgage Loans in the Mortgage Pool as of the Relevant
Anniversary (other than Additional Collateral Loans) having a
Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000;
and (B) the greater of (i) the product of (x) an amount equal to the
largest difference in the related Monthly Payment for any Non-Primary
Residence Loan remaining in the Mortgage
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Pool (other than Additional Collateral Loans) which had an original
Loan-to-Value Ratio of 80% or greater that would result if the Net
Mortgage Rate thereof was equal to the weighted average (based on the
principal balance of the Mortgage Loans as of the Relevant Anniversary) of
the Net Mortgage Rates of all Mortgage Loans as of the Relevant
Anniversary less 1.25% per annum, (y) a number equal to the weighted
average remaining term to maturity, in months, of all Non-Primary
Residence Loans remaining in the Mortgage Pool as of the Relevant
Anniversary, and (z) one plus the quotient of the number of all
Non-Primary Residence Loans remaining in the Mortgage Pool divided by the
total number of Outstanding Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Book-Entry Certificate: Any Certificate registered in the name of the
Depository or its nominee.
Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of New York, the State of Michigan,
the State of California or the State of Illinois (and such other state or states
in which the Custodial Account or the Certificate Account are at the time
located) are required or authorized by law or executive order to be closed.
Buydown Funds: Any amount contributed by the seller of a Mortgaged
Property, the Company or other source in order to enable the Mortgagor to reduce
the payments required to be made from the Mortgagor's funds in the early years
of a Mortgage Loan. Buydown Funds are not
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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, Class M, Class B or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bankers Trust
Company, as trustee, in trust for the registered holders of Residential Funding
Mortgage Securities I, Inc., Mortgage Pass-Through Certificates, Series
1998-S29" and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Senior Certificate
(other than any Class A-V Certificate), on any date of determination, an amount
equal to (i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the Certificate Principal Balance
thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
Realized Losses which were previously allocated to such Certificate (or any
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predecessor Certificate) pursuant to Section 4.05. With respect to each Class M
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class M Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that if the Certificate Principal Balances
of the Class B Certificates have been reduced to zero, the Certificate Principal
Balance of each Class M Certificate of those Class M Certificates outstanding
with the highest numerical designation at any given time shall thereafter be
calculated to equal the Percentage Interest evidenced by such Certificate times
the excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal Balance of all
other Classes of Certificates then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Clas 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-V Certificates will have no
Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same designation.
The initial Class A-V Certificates and any Subclass thereof issued pursuant to
Section 5.01(c) shall be a single Class for the purposes of this Agreement.
Class A Certificate: Any one of the Class A-1, Class A-P and 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 the REMIC for purposes of the REMIC
Provisions. The Class A-V Certificates will represent the entire beneficial
ownership interest in the Uncertificated REMIC Regular Interests. On and after
the date of issuance of any Subclass of Class A-V Certificates pursuant to
Section 5.01(c), any such Subclass will represent the Uncertificated REMIC
Regular Interest or Interests specified by the initial Holder of the Class A-V
Certificates pursuant to said Section.
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
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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 A-V Certificates: The Class A Certificates designated as Class A-V
Certificates, including any Subclass thereof.
Class A-V Notional Amount or Notional Amount: As of any Distribution Date,
with respect to the Class A-V Certificates, the aggregate Stated Principal
Balance of the Mortgage Loans immediately prior to such Distribution Date.
Class A-V Subclass Notional Amount: As of any Distribution Date, with
respect to any Subclass of Class A-V Certificates issued pursuant to Section
5.01(c), the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Subclass immediately prior to such date.
Class B Certificate: Any one of the Class B-1 Certificates, Class B-2
Certificates or Class B-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
C and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage and
Class B-3 Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-1 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to 0.50%.
Class B-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans
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(or related REO Properties) immediately prior to such Distribution Date is
greater than or equal to 0.25%.
Class B-3 Percentage: With respect to any Distribution Date, a fraction
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-3 Certificates immediately prior to such Distribution Date divided by
the aggregate Stated Principal Balance of all of the Mortgage Loans (or related
REO Properties) immediately prior to such Distribution Date is greater than or
equal to 0.15%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M-3 Certificates executed by the Trustee and authenticated
by the Certificate Registrar substantially in the form annexed hereto as Exhibit
B and evidencing an interest designated as a "regular interest" in the REMIC for
purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage and
Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 1.25%.
Class M-3 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties)(other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
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Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 1.00%.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and authenticated by the Certificate Registrar substantially in the form
annexed hereto as Exhibit D and evidencing an interest designated as a "residual
interest" in the REMIC 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
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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 Four Albany Street, New York, New York 10006,
Attention: Residential Funding Corporation Series 1998-S29.
Credit Support Depletion Date: The first Distribution Date on which the
Senior Percentage equals 100%.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and
maintained pursuant to Section 3.07 in the name of a depository institution, as
custodian for the holders of the Certificates, for the holders of certain other
interests in mortgage loans serviced or sold by the Master Servicer and for the
Master Servicer, into which the amounts set forth in Section 3.07 shall be
deposited directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: 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.
DCR: Duff & Phelps Credit Rating Company, or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
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
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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(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day
(or if such 20th day is not a Business Day, the Business Day immediately
following such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.25% 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 6.25%. 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 6.25% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
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Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code, (v) any
"electing large partnership," as defined in Section 775(a) of the Code and (vi)
any other Person so designated by the Trustee based upon an Opinion of Counsel
that the holding of an Ownership Interest in a Class R Certificate by such
Person may cause the Trust Fund or any Person having an Ownership Interest in
any Class of Certificates (other than such Person) to incur a liability for any
federal tax imposed under the Code that would not otherwise be imposed but for
the Transfer of an Ownership Interest in a Class R Certificate to such Person.
The terms "United States," "State" and "international organization" shall have
the meanings set forth in Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing
on the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of Bankers Trust Company, or (v) an account or accounts of a
depository institution acceptable to each Rating Agency (as evidenced in
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writing by each Rating Agency that use of any such account as the Custodial
Account or the Certificate Account will not reduce the rating assigned to any
Class of Certificates by such Rating Agency below the lower of the then-current
rating or the rating assigned to such Certificates as of the Closing Date by
such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(Y)(D) 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.
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, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(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
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hindering, combating or defending against an actual, impending or expected
attack:
(i) by any government or sovereign power, de jure or de facto,
or by any authority maintaining or using military, naval or air
forces; or
(ii) by military, naval or air forces; or
(iii) 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.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
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
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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: (X) prior to the second anniversary of the Cut-off Date an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination, and (Y) from the second to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 since the most recent anniversary of the Cut-off Date up to
such date of determination. On and after the fifth anniversary of the Cut-off
Date, the Fraud Loss Amount shall be zero.
The Fraud Loss Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Fraud Losses: Losses on Mortgage Loans as to which there was fraud in the
origination of such Mortgage Loan.
Independent: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Class A-V Notional Amount: With respect to any Class A-V
Certificate, the Cut-off Date Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-V Certificate.
Initial Monthly Payment Fund: As defined in Section 2.01(g).
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,
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with respect to a Cooperative Loan, the related Cooperative Apartment) or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account.
Insurer: Any named insurer under any Primary Insurance Policy or any
successor thereto or the named insurer in any replacement policy.
Interest Accrual Period: With respect to any Certificate and any
Distribution Date, the calendar month preceding the month in which such
Distribution Date occurs.
Late Collections: With respect to any Mortgage Loan, all amounts received
during any Due Period, whether as late payments of Monthly Payments or as
Insurance Proceeds, Liquidation Proceeds or otherwise, which represent late
payments or collections of Monthly Payments due but delinquent for a previous
Due Period and not previously recovered.
Liquidation Proceeds: Amounts (other than Insurance Proceeds) received by
the Master Servicer in connection with the taking of an entire Mortgaged
Property by exercise of the power of eminent domain or condemnation or in
connection with the liquidation of a defaulted Mortgage Loan through trustee's
sale, foreclosure sale or otherwise, other than REO Proceeds.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G- 1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-V Certificates, which have no Certificate Principal Balance) would be
reduced to zero, is December 25, 2013, the Distribution Date immediately
following the latest scheduled maturity date of any Mortgage Loan. The latest
possible Maturity Date for each Uncertificated REMIC Regular Interest is
December 25, 2013, which is the Distribution Date immediately following the
latest scheduled maturity date of any Mortgage Loan.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that 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
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a reduction of the interest rate on such Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00% and that is secured by Additional Collateral and
does not have a Primary Insurance Policy.
Mortgage File: The mortgage documents listed in Section 2.01 pertaining to
a particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to this Agreement.
Mortgage Loan Schedule: The list of the Mortgage Loans attached hereto as
Exhibit F (as amended from time to time to reflect the addition of Qualified
Substitute Mortgage Loans), which list shall set forth at a minimum the
following information as to each Mortgage Loan:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property (or, with
respect to a Cooperative Loan, the related Cooperative Apartment)
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 ("STRIP");
(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
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(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
or, with respect to a Cooperative Loan, the related Cooperative Lease and
Cooperative Stock.
Mortgagor: The obligor on a Mortgage Note.
Net Mortgage Rate: As to each Mortgage Loan, a per annum rate of interest
equal to the Adjusted Mortgage Rate less the per annum rate at which the
Servicing Fee is calculated.
Non-Discount Mortgage Loan: A Mortgage Loan that is not a Discount Mortgage
Loan.
Non-Primary Residence Loans: The Mortgage Loans designated as secured by
second or vacation residences, or by non-owner occupied residences, on the
Mortgage Loan Schedule.
Non-United States Person: Any Person other than a United States Person.
Nonrecoverable Advance: Any Advance previously made or proposed to be made
by the Master Servicer in respect of a Mortgage Loan (other than a Deleted
Mortgage Loan) which, in the good faith judgment of the Master Servicer, will
not, or, in the case of a proposed Advance, would not, be ultimately recoverable
by the Master Servicer from related Late Collections, Insurance Proceeds,
Liquidation Proceeds, REO Proceeds or amounts reimbursable to the Master
Servicer pursuant to Section 4.02(a) hereof. The determination by the Master
Servicer that it has made a Nonrecoverable Advance or that any proposed Advance
would constitute a Nonrecoverable Advance, shall be evidenced by an Officers'
Certificate delivered to the Company and the Trustee.
Nonsubserviced Mortgage Loan: Any Mortgage Loan that, at the time of
reference thereto,
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is not subject to a Subservicing Agreement.
Officers' Certificate: A certificate signed by the Chairman of the Board,
the President or a Vice President or Assistant Vice President, or a Director or
Managing Director, and by the Treasurer, the Secretary, or one of the Assistant
Treasurers or Assistant Secretaries of the Company or the Master Servicer, as
the case may be, and delivered to the Trustee, as required by this Agreement.
Opinion of Counsel: A written opinion of counsel acceptable to the Trustee
and the Master Servicer, who may be counsel for the Company or the Master
Servicer, provided that any opinion of counsel (i) referred to in the definition
of "Disqualified Organization" or (ii) relating to the qualification of the
Trust Fund as a REMIC or compliance with the REMIC Provisions must, unless
otherwise specified, be an opinion of Independent counsel.
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 98.00% as of the Closing Date.
Outstanding Mortgage Loan: As to any Due Date, a Mortgage Loan (including
an REO Property) which was not the subject of a Principal Prepayment in Full,
Cash Liquidation or REO Disposition and which was not purchased, deleted or
substituted for prior to such Due Date pursuant to Section 2.02, 2.03, 2.04 or
4.07.
Ownership Interest: As to any Certificate, any ownership or security
interest in such Certificate, including any interest in such Certificate as the
Holder thereof and any other interest therein, whether direct or indirect, legal
or beneficial, as owner or as pledgee.
Parent PowerSM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00%, that is supported by Additional Collateral and
does not have a Primary Insurance Policy.
Pass-Through Rate: With respect to the Senior Certificates (other than the
Class A-P Certificates and Class A-V Certificates), Class M Certificates and
Class B Certificates and any Distribution Date, the per annum rates set forth in
the Preliminary Statement hereto. With respect to the Class A-V Certificates
(other than any Subclass thereof) and any Distribution Date, a rate equal to the
weighted average, expressed as a percentage, of the Pool Strip Rates of all
Mortgage Loans as of the Due Date in the month next preceding the month in which
such Distribution Date occurs, weighted on the basis of the respective Stated
Principal Balances of such Mortgage Loans, which Stated Principal Balances shall
be the Stated Principal Balances of such Mortgage Loans at the close of business
on the immediately preceding Distribution Date after giving effect to
distributions thereon allocable to principal to the Holders of the Certificates
(or, with respect to the initial Distribution Date, at the close of business on
the Cut-off Date). With respect to the Class A-V Certificates and the initial
Distribution Date, the Pass-Through Rate is equal to 0.3232% per annum. With
respect to any Subclass of 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 Mortgage Loans
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corresponding to the Uncertificated REMIC Regular Interests represented by such
Subclass as of the Due Date in the month next preceding the month in which such
Distribution Date occurs, weighted on the basis of the respective Stated
Principal Balances of such Mortgage Loans, which Stated Principal Balances shall
be the Stated Principal Balances of such Mortgage Loans at the close of business
on the immediately preceding Distribution Date after giving effect to
distributions thereon allocable to principal to the Holders of the Certificates
(or with respect to the initial Distribution Date, at the close of business on
the Cut-off Date). The Class A-P Certificates have no Pass-Through Rate and are
not entitled to Accrued Certificate Interest.
Paying Agent: Bankers Trust Company 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 Class A-V
Notional Amount thereof (in the case of any Class A-V Certificate) divided by
the aggregate Initial Certificate Principal Balance or the aggregate of the
Initial Class A-V Notional Amounts, as applicable, of all the Certificates of
the same Class. With respect to a Class R Certificate, the interest in
distributions to be made with respect to such Class evidenced thereby, expressed
as a percentage, as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(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
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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 and demand notes (having original
maturities of not more than 365 days) of any corporation
incorporated under the laws of the United States or any state
thereof which on the date of acquisition has been rated by each
Rating Agency in its highest short-term rating available; provided
that such commercial paper or demand notes shall have a remaining
maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by
each Rating Agency in its highest long-term rating available; and
(vi) other obligations or securities that are acceptable to
each Rating Agency as a Permitted Investment hereunder and will not
reduce the rating assigned to any Class of Certificates by such
Rating Agency below the lower of the then-current rating or the
rating assigned to such Certificates as of the Closing Date by such
Rating Agency, as evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's, Fitch IBCA and
DCR and Aaa in the case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt obligations shall
mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's, D-1 in
the case of DCR and either A-1 by Standard & Poor's, P-1 by Moody's or F-1 by
Fitch IBCA in the case of Fitch IBCA.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified Organization or Non-United States Person.
Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
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Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
6.25% (but not less than 0.00%) per annum.
Prepayment Assumption: A prepayment assumption of 275% of the prepayment
speed assumption, used for determining the accrual of original issue discount
and market discount and premium on the Certificates for federal income tax
purposes. The prepayment speed assumption assumes a constant rate of prepayment
of mortgage loans of 0.2% per annum of the then outstanding principal balance of
such mortgage loans in the first month of the life of the mortgage loans,
increasing by an additional 0.2% per annum in each succeeding month until the
thirtieth month, and a constant 6% per annum rate of prepayment thereafter for
the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution Date
and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
(i) For any Distribution Date prior to the Distribution Date
in January 2004 (unless the Certificate Principal Balances of the
Senior Certificates, other than the Class A-P Certificates, have
been reduced to zero), 0%.
(ii) For any Distribution Date on which any Class of Class M or
Class B Certificates are outstanding not discussed in clause (i)
above:
(a) in the case of the Class of Class M
Certificates then outstanding with the lowest numerical
designation, or in the event the Class M Certificates
are no longer outstanding, the Class of Class B
Certificates then outstanding with the lowest numerical
designation and each other Class of Class M Certificates
and Class B Certificates for which the related
Prepayment Distribution Trigger has been satisfied, a
fraction, expressed as a percentage, the numerator of
which is the Certificate Principal Balance of such Class
immediately prior to such date and the denominator of
which is the sum of the Certificate Principal Balances
immediately prior to such date of (1) the Class of Class
M Certificates then outstanding with the lowest
numerical designation, or in the event the Class M
Certificates are no longer outstanding, the Class of
Class B Certificates then outstanding with the lowest
numerical designation and (2) all other Classes of Class
M Certificates and Class B Certificates for which the
respective Prepayment Distribution Triggers have been
satisfied; and
(b) in the case of each other Class of Class M
Certificates and Class B Certificates for which the
Prepayment Distribution Triggers have not been
satisfied, 0%; and
(iii) Notwithstanding the foregoing, if the application of the
foregoing percentages on any Distribution Date as provided in
Section 4.02 (determined
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without regard to the proviso to the definition of "Subordinate
Principal Distribution Amount") would result in a distribution in
respect of principal of any Class or Classes of Class M Certificates
and Class B Certificates in an amount greater than the remaining
Certificate Principal Balance thereof (any such class, a "Maturing
Class"), then: (a) the Prepayment Distribution Percentage of each
Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment Distribution
Percentage of each other Class of Class M Certificates and Class B
Certificates (any such Class, a "Non-Maturing Class") shall be
recalculated in accordance with the provisions in paragraph (ii)
above, as if the Certificate Principal Balance of each Maturing
Class had been reduced to zero (such percentage as recalculated, the
"Recalculated Percentage"); (c) the total amount of the reductions
in the Prepayment Distribution Percentages of the Maturing Class or
Classes pursuant to clause (a) of this sentence, expressed as an
aggregate percentage, shall be allocated among the Non-Maturing
Classes in proportion to their respective Recalculated Percentages
(the portion of such aggregate reduction so allocated to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for
purposes of such Distribution Date, the Prepayment Distribution
Percentage of each Non-Maturing Class shall be equal to the sum of
(1) the Prepayment Distribution Percentage thereof, calculated in
accordance with the provisions in paragraph (ii) above as if the
Certificate Principal Balance of each Maturing Class had not been
reduced to zero, plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
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
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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 on 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
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the Pool Strip Rate on the related Deleted Mortgage Loan shall be payable to the
Class R Certificates pursuant to Section 4.02 hereof.
Rating Agency: Standard & Poor's and DCR with respect to the Senior
Certificates and Standard & Poor's with respect to the Class M-1, Class M-2,
Class M-3, Class B-1 and Class B-2 Certificates. If either agency or a successor
is no longer in existence, "Rating Agency" shall be such statistical credit
rating agency, or other comparable Person, designated by the Company, notice of
which designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Subservicer
with respect to related Advances or expenses as to which the Master Servicer or
Subservicer is entitled to reimbursement thereunder but which have not been
previously reimbursed. With respect to each Mortgage Loan which is the subject
of a Servicing Modification, (a) the amount by which the interest portion of a
Monthly Payment or the principal balance of such Mortgage Loan was reduced, and
(b) any such amount with respect to a Monthly Payment that was or would have
been due in the month immediately following the month in which a Principal
Prepayment or the Purchase Price of such Mortgage Loan is received or is deemed
to have been received. With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the principal balance
of the Mortgage Loan outstanding immediately prior to such Deficient Valuation
and the principal balance of the Mortgage Loan as reduced by the Deficient
Valuation. With respect to each Mortgage Loan which has become the object of a
Debt Service Rduction, the amount of such Debt Service Reduction.
Notwithstanding the above, neither a Deficient Valuation nor a Debt Service
Reduction shall be deemed a Realized Loss hereunder so long as the Master
Servicer has notified the Trustee in writing that the Master Servicer is
diligently pursuing any remedies that may exist in connection with the
representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Subservicer, in either case without giving effect to any Debt Service Reduction.
Record Date: With respect to each Distribution Date, the close of business
on the last Business Day of the month next preceding the month in which the
related Distribution Date occurs.
Regular Certificate: Any of the Certificates other than a Class R
Certificate.
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REMIC: A "real estate mortgage investment conduit" within the meaning of
Section 860D of the Code.
REMIC Administrator: Residential Funding Corporation. If Residential
Funding Corporation is found by a court of competent jurisdiction to no longer
be able to fulfill its obligations as REMIC Administrator under this Agreement
the Master Servicer or Trustee acting as Master Servicer shall appoint a
successor REMIC Administrator, subject to assumption of the REMIC Administrator
obligations under this Agreement.
REMIC Provisions: Provisions of the federal income tax law relating to
real estate mortgage investment conduits, which appear at Sections 860A through
860G of Subchapter M of Chapter 1 of the Code, and related provisions, and
temporary and final regulations (or, to the extent not inconsistent with such
temporary or final regulations, proposed regulations) and published rulings,
notices and announcements promulgated thereunder, as the foregoing may be in
effect from time to time.
REO Acquisition: The acquisition by the Master Servicer on behalf of the
Trustee for the benefit of the Certificateholders of any REO Property pursuant
to Section 3.14.
REO Disposition: As to any REO Property, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and other payments and recoveries (including proceeds of a final sale)
which the Master Servicer expects to be finally recoverable from the sale or
other disposition of the REO Property.
REO Imputed Interest: As to any REO Property, for any period, an amount
equivalent to interest (at the Net Mortgage Rate that would have been applicable
to the related Mortgage Loan had it been outstanding) on the unpaid principal
balance of the Mortgage Loan as of the date of acquisition thereof for such
period.
REO Proceeds: Proceeds, net of expenses, received in respect of any REO
Property (including, without limitation, proceeds from the rental of the related
Mortgaged Property (or with respect to a Cooperative Loan, the related
Cooperative Apartment)) which proceeds are required to be deposited into the
Custodial Account only upon the related REO Disposition.
REO Property: A Mortgaged Property acquired by the Master Servicer through
foreclosure or deed in lieu of foreclosure in connection with a defaulted
Mortgage Loan.
Request for Release: A request for release, the forms of which are
attached as Exhibit H hereto or an electronic request in a form acceptable to
the Custodian.
Required Insurance Policy: With respect to any Mortgage Loan, any
insurance policy which is required to be maintained from time to time under this
Agreement, the Program Guide or the related Subservicing Agreement in respect of
such Mortgage Loan.
Required Surety Payment: With respect to any Additional Collateral
Mortgage Loan that becomes a Liquidated Mortgage Loan, the lesser of (i) the
principal portion of the Realized Loss with respect to such Mortgage Loan and
(ii) the excess, if any, of (a) the amount of Additional
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Collateral required at origination with respect to such Mortgage Loan over (b)
the net proceeds realized by MLCC from the related Additional Collateral.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans.
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Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
January 1999 through
December 2003 100%
January 2004 through Senior Percentage, plus 70% of the
December 2004 Subordinate Percentage
January 2005 through Senior Percentage, plus 60% of the
December 2005 Subordinate Percentage
January 2006 through Senior Percentage, plus 40% of the
December 2006 Subordinate Percentage
January 2007 through Senior Percentage, plus 20% of the
December 2007 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 Certificates and Class B Certificates, is less than 50% or (Y) the
outstanding principal balance of Mortgage Loans delinquent 60 days or more
averaged over the last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans averaged over the last six months, does
not exceed 2% and (2) Realized Losses on the Mortgage Loans to date for such
Distribution Date if occurring during the sixth, seventh, eighth, ninth or tenth
year (or any year thereafter) after the Closing Date are less than 30%, 35%,
40%, 45% or 50%, respectively, of the sum of the Initial Certificate Principal
Balances of the Class M Certificates and Class B Certificates or (b)(1) the
outstanding principal balance of Mortgage Loans delinquent 60 days or more
averaged over the last six months, as a percentage of the aggregate outstanding
principal balance of all Mortgage Loans averaged over the last six months, does
not exceed 4% and (2) Realized Losses on the Mortgage Loans to date for such
Distribution Date, if occurring during the sixth, seventh, eighth, ninth or
tenth year (or any year thereafter) are less than 10%, 15%, 20%, 25% or 30%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates and (ii) that for any Distribution
Date on which the Senior Percentage is greater than the Original Senior
Percentage, the Senior Accelerated Distribution Percentage for such Distribution
Date shall be 100%. Notwithstanding the foregoing, upon the reduction of the
aggregate Certificate Principal Balance of the Senior Certificates (other than
the Class A-P Certificates) to zero, the Senior Accelerated Distribution
Percentage shall thereafter be 0%.
Senior Certificate: Any one of the Class A Certificates or Class R
Certificates.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates (other than the Class
A-P Certificates) immediately prior to such Distribution Date and
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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.
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) or, after the Credit Support Depletion
Date, the amount required to be distributed to the Class A-P Certificateholders
pursuant to Section 4.02(c) or (d) and (b) the sum of the amounts required to be
distributed to the Class A Certificateholders and Class R Certificateholders on
such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of
pocket" costs and expenses incurred in connection with a default, delinquency or
other unanticipated event by the Master Servicer in the performance of its
servicing obligations, including, but not limited to, the cost of (i) the
preservation, restoration and protection of a Mortgaged Property or, with
respect to a Cooperative Loan, the related Cooperative Apartment, (ii) any
enforcement or judicial proceedings, including foreclosures, (iii) the
management and liquidation of any REO Property and (iv) compliance with the
obligations under Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the
Master Servicer or any Affiliate of the Master Servicer provides services such
as appraisals and brokerage services that are customarily provided by Persons
other than servicers of mortgage loans, reasonable compensation for such
services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date,
the fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$3,319,086 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
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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 33.27% (which percentage is equal to the
percentage of Mortgage Loans initially secured by Mortgaged Properties located
in the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property (or, with respect to a Cooperative Loan, the
related Cooperative Apartment) located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's, 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
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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 Regular Interest or Interests specified by the initial
Holder of the Class A-V Certificates pursuant to Section 5.01(c).
Subordinate Percentage: As of any Distribution Date, 100% minus the Senior
Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any
Distribution Date and each Class of Class M Certificates and Class B
Certificates, (a) the sum of (i) the product of (x) the related Class M
Percentage or Class B Percentage for such Class and (y) the aggregate of the
amounts calculated for such Distribution Date under clauses (1), (2) and (3) of
Section 4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the
Certificate Principal Balance of each Class of Class M Certificates and Class B
Certificates then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Class A Certificates and Class R Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount Fraction of such
Principal Prepayments in Full and Curtailments with respect to a Discount
Mortgage Loan) to the extent not payable to the Class A Certificates and Class R
Certificates; (iv) if such Class is the most senior Class of Certificates then
outstanding (as established in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date,
that remain undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a subordinate Class of Class M
or Class B Certificates minus (b) any Excess Subordinate Principal Amount not
payable to such Class on such Distribution Date pursuant to the definition
thereof; provided, however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Subservicer as of the
date of its approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and interest
on a Mortgage Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
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Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. With respect to
Mortgage Loans subserviced by MLCC, the Subservicing Agreement shall also
include the Addendum and Assignment Agreement and the Pledged Asset Mortgage
Servicing Agreement.
Subservicing Fee: As to any Mortgage Loan, the fee payable monthly to the
related Subservicer (or, in the case of a Nonsubserviced Mortgage Loan, to the
Master Servicer) in respect of subservicing and other compensation that accrues
at an annual rate equal to the excess of the Mortgage Rate borne by the related
Mortgage Note over the rate per annum designated on the Mortgage Loan Schedule
as the "CURR NET" for such Mortgage Loan.
Surety: Ambac Assurance Corporation, or its successors in interest.
Surety Bond: The Limited Purpose Surety Bond (Policy No. AB0039BE), dated
February 28, 1996, issued by Ambac Assurance Corporation (formerly known as
AMBAC Indemnity Corporation) for the benefit of certain beneficiaries, including
the Trustee for the benefit of the Holders of the Certificates, but only to the
extent that such Limited Purpose Surety Bond covers any Additional Collateral
Mortgage Loans.
Tax Returns: The federal income tax return on Internal Revenue Service
Form 1066, U.S. Real Estate Mortgage Investment Conduit Income Tax Return,
including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of
REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed
on behalf of the Trust Fund due to its classification as a REMIC under the REMIC
Provisions, together with any and all other information, reports or returns that
may be required to be furnished to the Certificateholders or filed with the
Internal Revenue Service or any other governmental taxing authority under any
applicable provisions of federal, state or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation or
other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership Interest
in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to which a REMIC
election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage
Loans due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified as
belonging to the Trust Fund, including the
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proceeds from the liquidation of Additional Collateral for any
Additional Collateral Loan, but not including amounts on deposit in
the Initial Monthly Payment 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 the interest in the Surety Bond transferred to
the Trustee pursuant to Section 2.01, and
(v) all proceeds of clauses (i) through (iv) above.
Uncertificated REMIC Regular Interests: The 942 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, numbered
sequentially from 1 through 942, each relating to the particular Mortgage Loan
identified by such sequential number on the Mortgage Loan Schedule, each having
no principal balance, and each bearing interest at the respective Pool Strip
Rate on the Stated Principal Balance of the related Mortgage Loan.
Uniform Single Attestation Program for Mortgage Bankers: The Uniform
Single Attestation Program for Mortgage Bankers, as published by the Mortgage
Bankers Association of America and effective with respect to fiscal periods
ending on or after December 15, 1995.
Uninsured Cause: Any cause of damage to property subject to a Mortgage
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies.
United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity created or organized in, or under the
laws of, the United States, any state thereof, or the District of Columbia
(except in the case of a partnership, to the extent provided in Treasury
regulations) or any political subdivision thereof, or an estate that is
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 98.0% of all Voting Rights shall be
allocated among all Holders of Certificates, other than the Class A-V
Certificates and Class R Certificates, in proportion to the outstanding
Certificate Principal Balances of their respective Certificates; 1.0% of all
Voting Rights shall be allocated among the Holders of the Class A-V Certificates
and 1.0% of all Voting Rights shall be allocated among the Holders of the Class
R Certificates, in proportion to the Percentage Interests of their respective
Certificates.
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
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hereby assign to the Trustee without recourse all the right, title and
interest of the Company in and to the Mortgage Loans, including all
interest and principal received on or with respect to the Mortgage Loans
after the Cut-off Date (other than payments of principal and interest due
on the Mortgage Loans on or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in
Section 2.01(c) below, the Company does hereby deliver to, and deposit
with, the Trustee, or to and with one or more Custodians, as the duly
appointed agent or agents of the Trustee for such purpose, the following
documents or instruments (or copies thereof as permitted by this Section)
(I) with respect to each Mortgage Loan so assigned (other than a
Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing it
to the Trustee, or with respect to any Destroyed Mortgage Note, an
original lost note affidavit from the related Seller or Residential
Funding stating that the original Mortgage Note was lost, misplaced
or destroyed, together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee
with evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which such
assignment has been recorded;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator
thereof to the Person assigning it to the Trustee or a copy of such
assignment or assignments of the Mortgage certified by the public
recording office in which such assignment or assignments have been
recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or
a copy of each modification, assumption agreement or preferred loan
agreement certified by the public recording office in which such
document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to
the order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person endorsing it
to the Trustee, or with respect to any Destroyed Mortgage Note, an
original lost note affidavit from the related Seller or Residential
Funding stating that the original Mortgage Note was lost, misplaced
or destroyed, together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment
of
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Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing
the related Cooperative Stock pledged with respect to such
Cooperative Loan, together with an undated stock power (or other
similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative of
the interests of the mortgagee with respect to the related
Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative
Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator under the Security
Agreement and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain
of title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under
the Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator
in the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan;
and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the
Company as debtor and the Trustee as secured party, each in a form
sufficient for filing, evidencing the interest of such debtors in
the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix)
and (x) to the Trustee or the Custodian or Custodians, deliver such
documents to the Master Servicer, and the Master Servicer shall hold such
documents in trust for the use and benefit of all present and future
Certificateholders until such time as is set forth below. Within ten
Business Days following the earlier of (i) the receipt of the original of
each of the documents or instruments set forth in Section 2.01(b)(I)(iv)
and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and (x) (or copies
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
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or agents of the Trustee.
On the Closing Date, the Master Servicer shall certify that it
has in its possession an original or copy of each of the documents
referred to in Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii),
(iv), (vii), (ix) and (x) which has been delivered to it by the Company.
Every six months after the Closing Date, for so long as the Master
Servicer is holding documents pursuant to this Section 2.01(c), the Master
Servicer shall deliver to (i) Moody's if it is one of the Rating Agencies,
(ii) the Trustee and (iii) each Custodian a report setting forth the
status of the documents which it is holding pursuant to this Section
2.01(c).
(d) In the event that in connection with any Mortgage Loan the
Company cannot deliver the Mortgage, any assignment, modification,
assumption agreement or preferred loan agreement (or copy thereof
certified by the public recording office) with evidence of recording
thereon concurrently with the execution and delivery of this Agreement
solely because of a delay caused by the public recording office where such
Mortgage, assignment, modification, assumption agreement or preferred loan
agreement as the case may be, has been delivered for recordation, the
Company shall deliver or cause to be delivered to the Trustee or the
respective Custodian a true and correct photocopy of such Mortgage,
assignment, modification, assumption agreement or preferred loan
agreement.
The Company shall promptly cause to be recorded in the
appropriate public office for real property records the Assignment
referred to in clause (I)(iii) of Section 2.01(b), except in states where,
in the opinion of counsel acceptable to the Trustee and the Master
Servicer, such recording is not required to protect the Trustee's
interests in the Mortgage Loan against the claim of any subsequent
transferee or any successor to or creditor of the Company or the
originator of such Mortgage Loan and shall promptly cause to be filed the
Form UCC-3 assignment and UCC-1 financing statement referred to in clause
(II)(vii) and (x), respectively, of Section 2.01(b). If any Assignment,
Form UCC-3 or Form UCC-1, as applicable, is lost or returned unrecorded to
the Company because of any defect therein, the Company shall prepare a
substitute Assignment, Form UCC-3 or Form UCC-1, as applicable, or cure
such defect, as the case may be, and cause such Assignment to be recorded
in accordance with this paragraph. The Company shall promptly deliver or
cause to be delivered to the Trustee or the respective Custodian such
Mortgage or Assignment or Form UCC-3 or Form UCC-1, as applicable, (or
copy thereof certified by the public recording office) with evidence of
recording indicated thereon upon receipt thereof from the public recording
office or from the related Subservicer. In connection with its servicing
of Cooperative Loans, the Master Servicer will use its best efforts to
file timely continuation statements with regard to each financing
statement and assignment relating to Cooperative Loans as to which the
related Cooperative Apartment is located outside of the State of New York.
In the event that the Company delivers to the Trustee or
Custodian any Mortgage Note or Assignment of Mortgage in blank, the
Company shall, or shall cause the Custodian to, complete the endorsement
of the Mortgage Note and the Assignment of Mortgage in the name of the
Trustee within 45 days after the Closing Date, as contemplated by Section
2.02.
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Any of the items set forth in Sections 2.01(b)(I)(iv) and (v)
and (II)(vi) and (vii) and that may be delivered as a copy rather than the
original may be delivered in microfiche form.
(e) Residential Funding hereby assigns to the Trustee its security
interest in and to any Additional Collateral, its right to receive
payments in respect of any Additional Collateral Loans pursuant the
Addendum and Assignment Agreement and the Pledged Asset Mortgage Servicing
Agreement, and its rights as beneficiary under the Surety Bond in respect
of any Additional Collateral Loans. With respect to any Additional
Collateral Mortgage Loan, Residential Funding shall cause to be filed in
the appropriate recording office a UCC-3 statement giving notice of the
assignment of the related security interest to the Trust Fund and shall
thereafter cause the timely filing of all necessary continuation
statements with regard to such financing statements.
(f) It is intended that the conveyance by the Company to the Trustee
of the Mortgage Loans as provided for in this Section 2.01, be and be
construed as, a sale by the Company to the Trustee of the Mortgage Loans
for the benefit of the Certificateholders. Further, it is not intended
that such conveyance be deemed to be a pledge of the Mortgage Loans by the
Company to the Trustee to secure a debt or other obligation of the
Company. However, in the event that the Mortgage Loans are held to be
property of the Company or of Residential Funding, or if for any reason
this Agreement is held or deemed to create a security interest in the
Mortgage Loans, then it is intended that (a) this Agreement shall also be
deemed to be a security agreement within the meaning of Articles 8 and 9
of the New York Uniform Commercial Code and the Uniform Commercial Code of
any other applicable jurisdiction; (b) the conveyance provided for in
Section 2.01 shall be deemed to be (1) a grant by the Company to the
Trustee of a security interest in all of the Company's right (including
the power to convey title thereto), title and interest, whether now owned
or hereafter acquired, in and to (A) the Mortgage Loans, including (i)
with respect to each Cooperative Loan, the related Mortgage Note, Security
Agreement, Assignment of Proprietary Lease, Cooperative Stock Certificate,
Cooperative Lease, any insurance policies and all other documents in the
related Mortgage File and (ii) with respect to each Mortgage Loan other
than a Cooperative Loan, the related Mortgage Note, the Mortgage, any
insurance policies and all other documents in the related Mortgage File,
(B) all amounts payable pursuant to the Mortgage Loans in accordance with
the terms thereof and (C) any and all general intangibles accounts,
chattel paper, instruments, documents, money, deposit accounts,
certificates of deposit, goods, letters of credit, advices of credit and
investment property consisting of, arising from or relating to any of the
foregoing, and all proceeds of the conversion, voluntary or involuntary,
of the foregoing into cash, instruments, securities or other property,
including without limitation all amounts from time to time held or
invested in the Certificate Account or the Custodial Account, whether in
the form of cash, instruments, securities or other property and (2) an
assignment by the Company to the Trustee of any security interest in any
and all of Residential Funding's right (including the power to convey
title thereto), title and interest, whether now owned or hereafter
acquired, in and to the property described in the foregoing clauses
(1)(A), (B), (C) and (D) granted by Residential Funding to the Company
pursuant to the Assignment Agreement; (c) the possession by the Trustee,
the Custodian or any other agent of the Trustee of Mortgage Notes
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or such other items of property as constitute instruments, money,
negotiable documents, goods, letters of credit, advices of credit,
investment property, certificated securities 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, Sections 8-106, 9-305 and
9-115 thereof); and (d) notifications to persons holding such property,
and acknowledgments, receipts or confirmations from persons holding such
property, shall be deemed notifications to, or acknowledgments, receipts
or confirmations from, securities intermediaries, bailees or agents of, or
persons holding for, (as applicable) the Trustee for the purpose of
perfecting such security interest under applicable law.
The Company and, at the Company's direction, Residential
Funding and the Trustee shall, to the extent consistent with this
Agreement, take such reasonable actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the
Mortgage Loans and the other property described above, such security
interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout
the term of this Agreement. Without limiting the generality of the
foregoing, the Company shall prepare and deliver to the Trustee not less
than 15 days prior to any filing date and, the Trustee shall forward for
filing, or shall cause to be forwarded for filing, at the expense of the
Company, all filings necessary to maintain the effectiveness of any
original filings necessary under the Uniform Commercial Code as in effect
in any jurisdiction to perfect the Trustee's security interest in or lien
on the Mortgage Loans as evidenced by an Officer's Certificate of the
Company, including without limitation (x) continuation statements, and (y)
such other statements as may be occasioned by (1) any change of name of
Residential Funding, the Company or the Trustee (such preparation and
filing shall be at the expense of the Trustee, if occasioned by a change
in the Trustee's name), (2) any change of location of the place of
business or the chief executive office of Residential Funding or the
Company or (3) any transfer of any interest of Residential Funding or the
Company in any Mortgage Loan.
(g) The Master Servicer hereby acknowledges the receipt by it of cash
in an amount equal to $219,160 (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 the REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income
tax purposes, (1) it shall be an outside reserve fund and not an asset of
the REMIC, (2) it shall be owned by the Seller and (3) amounts transferred
by the REMIC to the Initial Monthly Payment Fund shall be treated as
transferred to the Seller or any successor, all within the meaning of
Section 1.860G-2(h) of the Treasury Regulations.
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SECTION 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) through (iii) above (except that for purposes of such acknowledgement
only, a Mortgage Note may be endorsed in blank and an Assignment of Mortgage may
be in blank) and declares that it, or a Custodian as its agent, holds and will
hold such documents and the other documents constituting a part of the Mortgage
Files delivered to it, or a Custodian as its agent, and the rights of
Residential Funding with respect to any Additional Collateral and the Surety
Bond assigned to the Trustee pursuant to Section 2.01, in trust for the use and
benefit of all present and future Certificateholders. The Trustee or Custodian
(such Custodian being so obligated under a Custodial Agreement) agrees, for the
benefit of Certificateholders, to review each Mortgage File delivered to it
pursuant to Section 2.01(b) within 45 days after the Closing Date to ascertain
that all required documents (specifically as set forth in Section 2.01(b)), have
been executed and received, and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, as supplemented, that have been
conveyed to it. Upon delivery of the Mortgage Files by the Company or the Master
Servicer, the Trustee shall acknowledge receipt (or, with respect to Mortgage
Loans subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(c) above. The Trustee or Custodian (such Custodian being so obligated under
a Custodial Agreement) agrees to review each Mortgage File delivered to it
pursuant to Section 2.01(c) within 45 days after receipt thereof to ascertain
that all documents equired to be delivered pursuant to such Section have been
received, and that such documents relate to the Mortgage Loans identified on the
Mortgage Loan Schedule, as supplemented, that have been conveyed to it.
If the Custodian, as the Trustee's agent, finds any document or documents
constituting a part of a Mortgage File to be missing or defective in any
material respect, the Trustee shall promptly so notify the Master Servicer and
the Company. Pursuant to Section 2.3 of the Custodial Agreement, the Custodian
will notify the Master Servicer, the Company and the Trustee of any such
omission or defect found by it in respect of any Mortgage File held by it. The
Master Servicer shall promptly notify the related Subservicer or Seller of such
omission or defect and request that such Subservicer or Seller correct or cure
such omission or defect within 60 days from the date the Master Servicer was
notified of such omission or defect and, if such Subservicer or Seller does not
correct or cure such omission or defect within such period, that such
Subservicer or Seller purchase such Mortgage Loan from the Trust Fund at its
Purchase Price, in either case within 90 days from the date the Master Servicer
was notified of such omission or defect; provided that if the omission or defect
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section 860G(a)(3) of the Code, any such cure or repurchase must occur within
90 days from the date such breach was discovered. The Purchase Price for any
such Mortgage Loan, whether purchased by the Seller or the Subservicer, shall be
deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
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each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to Certificateholders or the Trustee on behalf of the
Certificateholders. Notwithstanding the foregoing, it is understood and agreed
that the Master Servicer shall use its best efforts to substitute, within 60
days of the Closing Date, Qualified Substitute Mortgage Loans to replace any of
the Mortgage Loans identified on Schedule I hereto with respect to which any
document or documents constituting a part of the Mortgage File are missing or
defective in any material respect if the Master Servicer cannot cure such
omission or defect within such 60 day period.
SECTION 2.03. Representations, Warranties and Covenants of the Master
Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee
for the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized,
validly existing and in good standing under the laws governing its
creation and existence and is or will be in compliance with the laws
of each state in which any Mortgaged Property is located to the
extent necessary to ensure the enforceability of each Mortgage Loan
in accordance with the terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an
event which, with notice or lapse of time, or both, would constitute
a material default) under, or result in the material breach of, any
material contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master
Servicer or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against
it in accordance with the terms hereof subject to applicable
bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the enforcement of creditors' rights generally and to
general principles of equity, regardless of whether such enforcement
is considered in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of
any federal, state, municipal or governmental agency, which default
might have consequences that would materially and adversely affect
the condition (financial or other) or operations of the Master
Servicer or its properties or might have consequences that would
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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 Certificateholders that as of the Closing Date (or, if
otherwise specified below, as of the date so specified):
(i) No Mortgage Loan is 30 or more days 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;
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(ii) The information set forth in Exhibit F hereto with respect
to each Mortgage Loan or the Mortgage Loans, as the case may be, is
true and correct in all material respects at the date or dates
respecting which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate
mortgage loans with level Monthly Payments due on the first day of
each month and terms to maturity at origination or modification of
not more than 15 years;
(iv) To the best of the Company's knowledge, if a Mortgage Loan
is secured by a Mortgaged Property with a Loan-to-Value Ratio at
origination in excess of 80%, such Mortgage Loan is the subject of a
Primary Insurance Policy that insures (a) at least 25% of the Stated
Principal Balance of the Mortgage Loan at origination if the
Loan-to-Value Ratio is between 95.00% and 90.01%, (b) at least 12%
of such balance if the Loan-to-Value Ratio is between 90.00% and
85.01% and (c) at least 6% of such balance if the Loan-to-Value
Ratio is between 85.00% and 80.01%. To the best of the Company's
knowledge, each such Primary Insurance Policy is in full force and
effect and the Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to
each Rating Agency;
(vi) No more than 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 0.7% 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;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in
the amount required under the Program Guide covers the related
Mortgaged Property (either by coverage under the federal flood
insurance program or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage
Loans to the Trustee, the Company had good title to, and was the
sole owner of, each Mortgage Loan free and clear of any pledge,
lien, encumbrance or security interest (other than rights to
servicing and related compensation) and such assignment validly
transfers ownership of the Mortgage Loans to the Trustee free and
clear of any pledge, lien, encumbrance or security interest;
(ix) Approximately 12.24% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date were underwritten
under a reduced loan documentation program;
(x) Each Mortgagor represented in its loan application with
respect to the related Mortgage Loan that the Mortgaged Property
would be owner-occupied and therefore would not be an investor
property as of the date of origination of such Mortgage Loan. No
Mortgagor is a corporation or a partnership;
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(xi) None of the Mortgage Loans are 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;
(xvii) None of the Mortgage Loans contain in the related
Mortgage File a Destroyed Mortgage Note;
(xviii) Seven of the Mortgage Loans, representing approximately
0.60% of the Mortgage Loans by aggregate Stated Principal Balance as
of the Cut-off Date, are Cooperative Loans; and
(xix) None of the Mortgage Loans are Additional Collateral Loans.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties set forth
in this Section 2.03(b) which materially and adversely affects the interests of
the Certificateholders in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that in the event of
a breach of the representation and warranty set forth in Section 2.03(b)(xii),
the party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of breach,
the Company shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Company shall have the
option to substitute a Qualified Substitute
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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 Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or such Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related Seller in respect of such
Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee and the Certificate-
holders. Upon the discovery by the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties made in a
Seller's Agreement or the Assignment Agreement (which, for purposes hereof, will
be deemed to include any other cause giving rise to a repurchase obligation
under the Assignment Agreement) in respect of any Mortgage Loan which materially
and adversely affects the interests of the Certificateholders in such Mortgage
Loan, the party discovering such breach shall give prompt written notice to the
other parties (any Custodian being so obligated under a Custodial Agreement).
The Master Servicer shall promptly notify the related Seller or Residential
Funding, as the case may be, of such breach and request that such Seller or
Residential Funding, as the case may be, either (i) cure such breach in all
material respects within 90 days from the date the Master Servicer was notified
of such breach or (ii) purchase such Mortgage Loan from the Trust Fund at the
Purchase Price and in the manner set forth in Section 2.02; provided that in the
case of a breach under the Assignment Agreement Residential Funding shall have
the option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date, except 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
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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
greement in all respects, the related Seller shall be deemed to have made the
representations and warranties with respect to the Qualified Substitute Mortgage
Loan contained in the related Seller's Agreement as of the date of substitution,
and the Company and the Master Servicer shall be deemed to have made with
respect to any Qualified Substitute Mortgage Loan or Loans, as of the date of
substitution, the covenants, representations and warranties set forth in this
Section 2.04, in Section 2.03 hereof and in Section 4 of the Assignment
Agreement, and the Master Servicer shall be obligated to repurchase or
substitute for any Qualified Substitute Mortgage Loan as to which a Repurchase
Event (as defined in the Assignment Agreement) has occurred pursuant to Section
4 of the Assignment Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
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substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
SECTION 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
SECTION 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage
Loans in accordance with the terms of this Agreement and the respective
Mortgage Loans and shall have full power and authority, acting alone or
through Subservicers as provided in Section 3.02, to do any and all things
which it may deem necessary or desirable in connection with such servicing
and administration. Without limiting the generality of the foregoing, the
Master Servicer in its own name or in the name of a Subservicer is hereby
authorized and empowered by the Trustee when the Master Servicer or the
Subservicer, as the case may be, believes it appropriate in its best
judgment, to execute and deliver, on behalf of the Certificateholders and
the Trustee or any of them, any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, or of consent to
assumption or modification in connection with a proposed conveyance, or of
assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or
with respect to the modification or re-recording of a Mortgage for the
purpose of correcting the Mortgage, the subordination of the lien of the
Mortgage in favor of a public utility company or government agency or unit
with powers of eminent domain, the taking of a deed in lieu of
foreclosure, the completion of judicial or non-judicial foreclosure, the
conveyance of a Mortgaged Property to the related Insurer, the acquisition
of any property acquired by foreclosure or deed in lieu of foreclosure, or
the management, marketing and conveyance of any property acquired by
foreclosure or deed in lieu of foreclosure with respect to the Mortgage
Loans and with respect to the Mortgaged Properties. Notwithstanding the
foregoing, subject to Section 3.07(a), the Master Servicer shall not
permit any modification with respect to any Mortgage Loan that would both
constitute a sale or exchange of such Mortgage Loan within the meaning of
Section 1001 of the Code and any proposed, temporary or final regulations
promulgated thereunder (other than in connection with a proposed
conveyance or assumption of such Mortgage Loan that is treated as a
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Principal Prepayment in Full pursuant to Section 3.13(d) hereof) and cause
the Trust Fund 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 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
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are not inconsistent with this Agreement and as the Master Servicer and
the Subservicer have agreed. A representative form of Subservicing
Agreement is attached to this Agreement as Exhibit G. With the approval of
the Master Servicer, a Subservicer may delegate its servicing obligations
to third-party servicers, but such Subservicer will remain obligated under
the related Subservicing Agreement. The Master Servicer and a Subservicer
may enter into amendments thereto or a different form of Subservicing
Agreement, and the form referred to or included in the Program Guide is
merely provided for information and shall not be deemed to limit in any
respect the discretion of the Master Servicer to modify or enter into
different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which
would materially and adversely affect the interests of the
Certificateholders.
(b) As part of its servicing activities hereunder, the Master
Servicer, for the benefit of the Trustee and the Certificateholders, shall
use its best reasonable efforts to enforce the obligations of each
Subservicer under the related Subservicing Agreement and of each Seller
under the related Seller's Agreement, to the extent that the
non-performance of 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
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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.
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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 such
advance would be a Nonrecoverable Advance. Consistent with the terms of
this Agreement, the Master Servicer may also waive, modify or vary any
term of any Mortgage Loan or consent to the postponement of strict
compliance with any such term or in any manner grant indulgence to any
Mortgagor if in the Master Servicer's determination such waiver,
modification, postponement or indulgence is not materially adverse to the
interests of the Certificateholders (taking into account any estimated
Realized Loss that might result absent such action); provided, however,
that the Master Servicer may not modify materially or permit any
Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of
any principal or interest (unless in connection with the liquidation of
the related Mortgage Loan or except in connection with prepayments to the
extent that such reamortization is not inconsistent with the terms of the
Mortgage Loan), or extend the final maturity date of such Mortgage Loan,
unless such Mortgage Loan is in default or, in the judgment of the Master
Servicer, such default is reasonably foreseeable; and provided, further,
that no such modification shall reduce the interest rate on a Mortgage
Loan below the sum of the Pool Strip Rate and the sum of the rates at
which the Servicing Fee and the Subservicing Fee with respect to such
Mortgage Loan accrues. In connection with any Curtailment of a Mortgage
Loan, the Master Servicer, to the extent not inconsistent with the terms
of the Mortgage Note and local law and practice, may permit the Mortgage
Loan to be reamortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Balance
thereof by the original Maturity Date based on the original Mortgage Rate;
provided, that such re-amortization shall not be permitted if it would
constitute a reissuance of the Mortgage Loan for federal income tax
purposes.
(b) The Master Servicer shall establish and maintain a Custodial
Account in which the Master Servicer shall deposit or cause to be
deposited on a daily basis, except as otherwise specifically provided
herein, the following payments and collections remitted by
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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;
(vi) All amounts transferred from the Certificate Account to
the Custodial Account in accordance with Section 4.02(a); and
(vii) Any amounts realized by MLCC and received by the Master
Servicer in respect of any Additional Collateral.
The foregoing requirements for deposit in the Custodial Account shall be
exclusive, it being understood and agreed that, without limiting the
generality of the foregoing, payments on the Mortgage Loans which are not
part of the Trust Fund (consisting of payments in respect of principal and
interest on the Mortgage Loans due on or before the Cut-off Date) and
payments or collections in the nature of prepayment charges or late
payment charges or assumption fees may but need not be deposited by the
Master Servicer in the Custodial Account. In the event any amount not
required to be deposited in the Custodial Account is so deposited, the
Master Servicer may at any time withdraw such amount from the Custodial
Account, any provision herein to the contrary notwithstanding. The
Custodial Account may contain funds that belong to one or more trust funds
created for mortgage pass-through certificates of other series and may
contain other funds respecting payments on mortgage loans belonging to the
Master Servicer or serviced or master serviced by it on behalf of others.
Notwithstanding such commingling of funds, the Master Servicer shall keep
records that accurately reflect the funds on deposit in the Custodial
Account that have been identified by it as being attributable to the
Mortgage Loans.
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With respect to Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and the proceeds of the purchase of any Mortgage Loan pursuant to
Sections 2.02, 2.03, 2.04 and 4.07 received in any calendar month, the
Master Servicer may elect to treat such amounts as included in the
Available Distribution Amount for the Distribution Date in the month of
receipt, but is not obligated to do so. If the Master Servicer so elects,
such amounts will be deemed to have been received (and any related
Realized Loss shall be deemed to have occurred) on the last day of the
month prior to the receipt thereof.
(c) The Master Servicer shall use its best efforts to cause the
institution maintaining the Custodial Account to invest the funds in the
Custodial Account attributable to the Mortgage Loans in Permitted
Investments which shall mature not later than the Certificate Account
Deposit Date next following the date of such investment (with the
exception of the Amount Held for Future Distribution) and which shall not
be sold or disposed of prior to their maturities. All income and gain
realized from any such investment shall be for the benefit of the Master
Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments attributable to the investment of
amounts in respect of the Mortgage Loans shall be deposited in the
Custodial Account by the Master Servicer out of its own funds immediately
as realized without any right of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the
Company of any change in the location of the Custodial Account and the
location of the Certificate Account prior to the use thereof.
SECTION 3.08. Subservicing Accounts; Servicing Accounts.
(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
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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 acquied 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.
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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
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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
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Deposit Date succeeding the date of such determination. Such right of
reimbursement in respect of a Nonrecoverable Advance on any such
Certificate Account Deposit Date shall be limited to an amount not
exceeding the portion of such advance previously paid to
Certificateholders (and not theretofore reimbursed to the Master Servicer
or the related Subservicer).
SECTION 3.11. Maintenance of the Primary Insurance Policies; Collections
Thereunder.
(a) The Master Servicer shall not take, or permit any Subservicer to
take, any action which would result in non-coverage under any applicable
Primary Insurance Policy of any loss which, but for the actions of the
Master Servicer or Subservicer, would have been covered thereunder. To the
extent coverage is available, the Master Servicer shall keep or cause to
be kept in full force and effect each such Primary Insurance Policy until
the principal balance of the related Mortgage Loan secured by a Mortgaged
Property is reduced to 80% or less of the Appraised Value in the case of
such a Mortgage Loan having a Loan-to-Value Ratio at origination in excess
of 80%, provided that such Primary Insurance Policy was in place as of the
Cut-off Date and the Company had knowledge of such Primary Insurance
Policy. The Master Servicer shall be entitled to cancel or permit the
discontinuation of any Primary Insurance Policy as to any Mortgage Loan,
if the Stated Principal Balance of the Mortgage Loan is reduced below an
amount equal to 80% of the appraised value of the related Mortgaged
Property as determined in any appraisal thereof after the Closing Date, or
if the Loan-to-Value Ratio is reduced below 80% as a result of principal
payments on the Mortgage Loan after the Closing Date. In the event that
the Company gains knowledge that as of the Closing Date, a Mortgage Loan
had a Loan-to-Value Ratio at origination in excess of 80% and is not the
subject of a Primary Insurance Policy (and was not included in any
exception to the representation in Section 2.03(b)(iv)) and that such
Mortgage Loan has a current Loan-to-Value Ratio in excess of 80% then the
Master Servicer shall use its reasonable efforts to obtain and maintain a
Primary Insurance Policy to the extent that such a policy is obtainable at
a reasonable price. The Master Servicer shall not cancel or refuse to
renew any such Primary Insurance Policy applicable to a Nonsubserviced
Mortgage Loan, or consent to any Subservicer canceling or refusing to
renew any such Primary Insurance Policy applicable to a Mortgage Loan
subserviced by it, that is in effect at the date of the initial issuance
of the Certificates and is required to be kept in force hereunder unless
the replacement Primary Insurance Policy for such canceled or non-renewed
policy is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass-through certificates
having a rating equal to or better than the lower of the then-current
rating or the rating assigned to the Certificates as of the Closing Date
by such Rating Agency.
(b) In connection with its activities as administrator and servicer
of the Mortgage Loans, the Master Servicer agrees to present or to cause
the related Subservicer to present, on behalf of the Master Servicer, the
Subservicer, if any, the Trustee and Certificateholders, claims to the
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
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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
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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
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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
either (i) both (A) constitute a "significant modification" effecting an
exchange or reissuance of such Mortgage Loan under the REMIC Provisions
and (B) cause the Trust Fund to fail to qualify as a REMIC under the Code,
or (subject to Section 10.01(f)), result in the imposition of any tax on
"prohibited transactions" or (ii) constitute "contributions" after the
start-up date under the REMIC Provisions. The Master Servicer shall
execute and deliver such documents only if it reasonably determines that
(i) its execution and delivery thereof will not conflict with or violate
any terms of this Agreement or cause the unpaid balance and interest on
the Mortgage Loan to be uncollectible in whole or in part, (ii) any
required consents of insurers under any Required Insurance Policies have
been obtained and (iii) subsequent to the closing of the transaction
involving the assumption or transfer (A) the Mortgage Loan will continue
to be secured by a first mortgage lien pursuant to the terms of the
Mortgage, (B) such transaction will not adversely affect the coverage
under any Required Insurance Policies, (C) the Mortgage Loan will fully
amortize over the remaining term thereof, (D) no material term of the
Mortgage Loan (including the interest rate on the Mortgage Loan) will be
altered nor will the term of the Mortgage Loan be changed and (E) if the
seller/transferor of the Mortgaged Property is to be released from
liability on the Mortgage Loan, such release will not (based on the Master
Servicer's or Subservicer's good faith determination) adversely affect the
collectability of the Mortgage Loan. Upon receipt of appropriate
instructions from the Master Servicer in accordance with the foregoing,
the Trustee shall execute any necessary instruments for such assumption or
substitution of liability as directed in writing by the Master Servicer.
Upon the closing of the transactions contemplated by such documents, the
Master Servicer shall cause the originals or true and correct copies of
the assumption agreement, the release (if any), or the modification or
supplement to the Mortgage Note or Mortgage to be delivered to the Trustee
or the Custodian and deposited with the Mortgage File for such Mortgage
Loan. Any fee collected by the Master Servicer or such related Subservicer
for entering into an assumption or substitution of liability agreement
will be retained by the Master Servicer or such Subservicer as additional
servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may
be, shall be entitled to approve a request from a Mortgagor for a partial
release of the related Mortgaged Property, the granting of an easement
thereon in favor of another Person, any alteration or demolition of the
related Mortgaged Property (or, with respect to a Cooperative Loan, the
related Cooperative Apartment) without any right of reimbursement or other
similar matters if it has determined, exercising its good faith business
judgment in the same manner as it
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would if it were the owner of the related Mortgage Loan, that the security
for, and the timely and full collectability of, such Mortgage Loan would
not be adversely affected thereby and that the Trust Fund would not fail
to continue to qualify as a REMIC under the Code as a result thereof and
(subject to Section 10.01(f)) that no tax on "prohibited transactions" or
"contributions" after the startup day would be imposed on the REMIC as a
result thereof. Any fee collected by the Master Servicer or the related
Subservicer for processing such a request will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this
Agreement, the Trustee and Master Servicer shall be entitled to approve an
assignment in lieu of satisfaction with respect to any Mortgage Loan,
provided the obligee with respect to such Mortgage Loan following such
proposed assignment provides the Trustee and Master Servicer with a
"Lender Certification for Assignment of Mortgage Loan" in the form
attached hereto as Exhibit O, in form and substance satisfactory to the
Trustee and Master Servicer, providing the following: (i) that the
Mortgage Loan is secured by Mortgaged Property located in a jurisdiction
in which an assignment in lieu of satisfaction is required to preserve
lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such
jurisdiction; (ii) that the substance of the assignment is, and is
intended to be, a refinancing of such Mortgage Loan and that the form of
the transaction is solely to comply with, or facilitate the transaction
under, such local laws; (iii) that the Mortgage Loan following the
proposed assignment will have a rate of interest at least 0.25 percent
below or above the rate of interest on such Mortgage Loan prior to such
proposed assignment; and (iv) that such assignment is at the request of
the borrower under the related Mortgage Loan. Upon approval of an
assignment in lieu of satisfaction with respect to any Mortgage Loan, the
Master Servicer shall receive cash in an amount equal to the unpaid
principal balance of and accrued interest on such Mortgage Loan and the
Master Servicer shall treat such amount as a Principal Prepayment in Full
with respect to such Mortgage Loan for all purposes hereof.
SECTION 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default
and as to which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.07. In connection with such
foreclosure or other conversion, the Master Servicer shall, consistent
with Section 3.11, follow such practices and procedures as it shall deem
necessary or advisable, as shall be normal and usual in its general
mortgage servicing activities and as shall be required or permitted by the
Program Guide; provided that the Master Servicer shall not be liable in
any respect hereunder if the Master Servicer is acting in connection with
any such foreclosure or other conversion in a manner that is consistent
with the provisions of this Agreement. The Master Servicer, however, shall
not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which
is not completed, or towards the restoration of any property unless it
shall determine (i) that such restoration and/or foreclosure will increase
the proceeds of liquidation
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of the Mortgage Loan to Holders of Certificates of one or more Classes
after reimbursement to itself for such expenses or charges and (ii) that
such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall
have priority for purposes of withdrawals from the Custodial Account
pursuant to Section 3.10, whether or not such expenses and charges are
actually recoverable from related Liquidation Proceeds, Insurance Proceeds
or REO Proceeds). In the event of such a determination by the Master
Servicer pursuant to this Section 3.14(a), the Master Servicer shall be
entitled to reimbursement of such amounts pursuant to Section 3.10. In
addition to the foregoing, the Master Servicer shall use its best
reasonabe efforts to realize upon any Additional Collateral for such of
the Additional Collateral Loans as come into and continue in default and
as to which no satisfactory arrangements can be made for collection of
delinquent payments pursuant to Section 3.07; provided that the Master
Servicer shall not, on behalf of the Trustee, obtain title to any such
Additional Collateral as a result of or in lieu of the disposition thereof
or otherwise; and provided further that (i) the Master Servicer shall not
proceed with respect to such Additional Collateral in any manner that
would impair the ability to recover against the related Mortgaged
Property, and (ii) the Master Servicer shall proceed with any REO
Acquisition in a manner that preserves the ability to apply the proceeds
of such Additional Collateral against amounts owed under the defaulted
Mortgage Loan. Any proceeds realized from such Additional Collateral
(other than amounts to be released to the Mortgagor or the related
guarantor in accordance with procedures that the Master Servicer would
follow in servicing loans held for its own account, subject to the terms
and conditions of the related Mortgage and Mortgage Note and to the terms
and conditions of any security agreement, guarantee agreement, mortgage or
other agreement governing the disposition of the proceeds of such
Additional Collateral) shall be deposited in the Custodial Account,
subject to withdrawal pursuant to Section 3.10. Any other payment received
by the Master Servicer in respect of such Additional Collateral shall be
deposited in the Custodial Account subject to withdrawal pursuant to
Section 3.10. Concurrently with the foregoing, the Master Servicer may
pursue any remedies that may be available in connection with a breach of a
representation and warranty with respect to any such Mortgage Loan in
accordance with Sections 2.03 and 2.04. However, the Master Servicer is
not required to continue to pursue both foreclosure (or similar remedies)
with respect to the Mortgage Loans and remedies in connecion 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
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to either of the following provisions, (i) a Cash Liquidation or REO
Disposition may be deemed to have occurred if substantially all amounts
expected by the Master Servicer to be received in connection with the
related defaulted Mortgage Loan or REO Property have been received, and
(ii) for purposes of determining the amount of any Liquidation Proceeds,
Insurance Proceeds, REO Proceeds or any other unscheduled collections or
the amount of any Realized Loss, the Master Servicer may take into account
minimal amounts of additional receipts expected to be received or any
estimated additional liquidation expenses expected to be incurred in
connection with the related defaulted Mortgage Loan or REO Property.
(b) In the event that title to any Mortgaged Property is acquired by
the Trust Fund as an REO Property by foreclosure or by deed in lieu of
foreclosure, the deed or certificate of sale shall be issued to the
Trustee or to its nominee on behalf of Certificateholders. Notwithstanding
any such acquisition of title and cancellation of the related Mortgage
Loan, such REO Property shall (except as otherwise expressly provided
herein) be considered to be an Outstanding Mortgage Loan held in the Trust
Fund until such time as the REO Property shall be sold. Consistent with
the foregoing for purposes of all calculations hereunder so long as such
REO Property shall be considered to be an Outstanding Mortgage Loan it
shall be assumed that, notwithstanding that the indebtedness evidenced by
the related Mortgage Note shall have been discharged, such Mortgage Note
and the related amortization schedule in effect at the time of any such
acquisition of title (after giving effect to any previous Curtailments and
before any adjustment thereto by reason of any bankruptcy or similar
proceeding or any moratorium or similar waiver or grace period) remain in
effect.
(c) In the event that the Trust Fund acquires any REO Property as
aforesaid or otherwise in connection with a default or imminent default on
a Mortgage Loan, the Master Servicer on behalf of the Trust Fund shall
dispose of such REO Property within three full years after the taxable
year of its acquisition by the Trust Fund for purposes of Section
860G(a)(8) of the Code (or such shorter period as may be necessary under
applicable state (including any state in which such property is located)
law to maintain the status of the Trust Fund as a REMIC under applicable
state law and avoid taxes resulting from such property failing to be
foreclosure property under applicable state law) or, at the expense of the
Trust Fund, request, more than 60 days before the day on which such grace
period would otherwise expire, an extension of such grace period unless
the Master Servicer (subject to Section 10.01(f)) obtains for the Trustee
an Opinion of Counsel, addressed to the Trustee and the Master Servicer,
to the effect that the holding by the Trust Fund of such REO Property
subsequent to such period will not result in the imposition of taxes on
"prohibited transactions" as defined in Section 860F of the Code or cause
the Trust Fund to fail to qualify as a REMIC (for federal (or any
applicable State or local) income tax purposes) at any time that any
Certificates are outstanding, in which case the Trust Fund may continue to
hold such REO Property (subject to any conditions contained in such
Opinion of Counsel). The Master Servicer shall be entitled to be
reimbursed from the Custodial Account for any costs incurred in obtaining
such Opinion of Counsel, as provided in Section 3.10. Notwithstanding any
other provision of this Agreement, no REO Property acquired by the Trust
Fund shall be rented (or allowed to continue to be rented) or otherwise
used by or on behalf of the Trust Fund in such a manner or pursuant to any
terms that would (i) cause such REO Property to fail to qualify as
"foreclosure property" within the meaning of Section
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860G(a)(8) of the Code or (ii) subject the Trust Fund to the imposition of
any federal income taxes on the income earned from such REO Property,
including any taxes imposed by reason of Section 860G(c) of the Code,
unless the Master Servicer has agreed to indemnify and hold harmless the
Trust Fund with respect to the imposition of any such taxes.
(d) The proceeds of any Cash Liquidation, REO Disposition or purchase
or repurchase of any Mortgage Loan pursuant to the terms of this
Agreement, as well as any recovery resulting from a collection of
Liquidation Proceeds, Insurance Proceeds or REO Proceeds, will be applied
in the following order of priority: first, to reimburse the Master
Servicer or the related Subservicer in accordance with Section
3.10(a)(ii); second, to the Certificateholders to the extent of accrued
and unpaid interest on the Mortgage Loan, and any related REO Imputed
Interest, at the Net Mortgage Rate (or the Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan) to the Due Date prior to the
Distribution Date on which such amounts are to be distributed; third, to
the Certificateholders as a recovery of principal on the Mortgage Loan (or
REO Property)(provided that if any such Class of Certificates to which
such Realized Loss was allocated is no longer outstanding, such subsequent
recovery shall be distributed to the persons who were the Holders of such
Class of Certificates when it was retired); fourth, to all Servicing Fees
and Subservicing Fees payable therefrom (and the Master Servicer and the
Subservicer shall have no claims for any deficiencies with respect to such
fees which result from the foregoing allocation); and fifth, to
Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligors are not United States Persons, in connection with any foreclosure
or acquisition of a deed in lieu of foreclosure (together, "foreclosure")
in respect of such Mortgage Loan, the Master Servicer will cause
compliance with the provisions of Treasury Regulation Section 1.1445-
2(d)(3) (or any successor thereto) necessary to assure that no withholding
tax obligation arises with respect to the proceeds of such foreclosure
except to the extent, if any, that proceeds of such foreclosure are
required to be remitted to the obligors on such Mortgage Loan.
SECTION 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan,
or upon the receipt by the Master Servicer of a notification that payment
in full will be escrowed in a manner customary for such purposes, the
Master Servicer will immediately notify the Trustee (if it holds the
related Mortgage File) or the Custodian by a certification of a Servicing
Officer (which certification shall include a statement to the effect that
all amounts received or to be received in connection with such payment
which are required to be deposited in the Custodial Account pursuant to
Section 3.07 have been or will be so deposited), substantially in one of
the forms attached hereto as Exhibit H, or, in the case of the Custodian,
an electronic request in a form acceptable to the Custodian, requesting
delivery to it of the Mortgage File. Upon receipt of such certification
and request, the Trustee shall promptly release, or cause the Custodian to
release, the related Mortgage File to the Master Servicer. The Master
Servicer is authorized to execute and deliver to the Mortgagor the request
for reconveyance, deed of reconveyance or release or satisfaction of
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mortgage or such instrument releasing the lien of the Mortgage, together
with the Mortgage Note with, as appropriate, written evidence of
cancellation thereon. No expenses incurred in connection with any
instrument of satisfaction or deed of reconveyance shall be chargeable to
the Custodial Account or the Certificate Account.
(b) From time to time as is appropriate for the servicing or
foreclosure of any Mortgage Loan, the Master Servicer shall deliver to the
Custodian, with a copy to the Trustee, a certificate of a Servicing
Officer substantially in one of the forms attached as Exhibit H hereto,
or, in the case of the Custodian, an electronic request in a form
acceptable to the Custodian, requesting that possession of all, or any
document constituting part of, the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such
release will not invalidate any insurance coverage provided in respect of
the Mortgage Loan under any Required Insurance Policy. Upon receipt of the
foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The
Master Servicer shall cause each Mortgage File or any document therein so
released to be returned to the Trustee, or the Custodian as agent for the
Trustee when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation
Proceeds relating to the Mortgage Loan have been deposited in the
Custodial Account or (ii) the Mortgage File or such document has been
delivered directly or through a Subservicer to an attorney, or to a public
trustee or other public official as required by law, for purposes of
initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially,
and the Master Servicer has delivered directly or through a Subservicer to
the Trustee a certificate of a Servicing Officer certifying as to the name
and address of the Person to which such Mortgage File or such document was
delivered and the purpose or purposes of such delivery. In the event of
the liquidation of a Mortgage Loan, the Trustee shall deliver the Request
for Release with respect thereto to the Master Servicer upon deposit of
the related Liquidation Proceeds in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court
pleadings, requests for trustee's sale or other documents necessary to the
foreclosure or trustee's sale in respect of a Mortgaged Property or to any
legal action brought to obtain judgment against any Mortgagor on the
Mortgage Note or Mortgage or to obtain a deficiency judgment, or to
enforce any other remedies or rights provided by the Mortgage Note or
Mortgage or otherwise available at law or in equity. Together with such
documents or pleadings (if signed by the Trustee), the Master Servicer
shall deliver to the Trustee a certificate of a Servicing Officer
requesting that such pleadings or documents be executed by the Trustee and
certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate
any insurance coverage under any Required Insurance Policy or invalidate
or otherwise affect the lien of the Mortgage, except for the termination
of such a lien upon completion of the foreclosure or trustee's sale.
SECTION 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities
hereunder, shall be
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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 (or the Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan), the Master Servicer shall be entitled to retain therefrom
and to pay to itself and/or the related Subservicer, any Foreclosure
Profits and any Servicing Fee or Subservicing Fee considered to be accrued
but unpaid.
(b) Additional servicing compensation in the form of prepayment
charges, assumption fees, late payment charges, investment income on
amounts in the Custodial Account or the Certificate Account or otherwise
shall be retained by the Master Servicer or the Subservicer to the extent
provided herein, subject to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be
paid, all expenses incurred by it in connection with its servicing
activities hereunder (including payment of premiums for the Primary
Insurance Policies, if any, to the extent such premiums are not required
to be paid by the related Mortgagors, and the fees and expenses of the
Trustee and any Custodian) and shall not be entitled to reimbursement
therefor except as specifically provided in Sections 3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may
not be transferred in whole or in part except in connection with the
transfer of all of its responsibilities and obligations of the Master
Servicer under this Agreement.
(e) Notwithstanding any other provision herein, the amount of
servicing compensation that the Master Servicer shall be entitled to
receive for its activities hereunder for the period ending on each
Distribution Date shall be reduced (but not below zero) by an amount equal
to Compensating Interest (if any) for such Distribution Date. Such
reduction shall be applied during such period as follows: first, to any
Servicing Fee or Subservicing Fee to which the Master Servicer is entitled
pursuant to Section 3.10(a)(iii); second, to any income or gain realized
from any investment of funds held in the Custodial Account or the
Certificate Account to which the Master Servicer is entitled pursuant to
Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts of
servicing compensation to which the Master Servicer is entitled pursuant
to Section 3.10(a)(v) or (vi). In making such reduction, the Master
Servicer (i) will not withdraw from the Custodial Account any such amount
representing all or a portion of the Servicing Fee to which it is entitled
pursuant to Section 3.10(a)(iii); (ii) will not withdraw from the
Custodial Account or Certificate Account any such amount to which it is
entitled pursuant to Section 3.07(c) or 4.01(b) and (iii) will not
withdraw from the Custodial Account any such amount of servicing
compensation to which it is entitled pursuant to Section 3.10(a)(v) or
(vi).
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SECTION 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
SECTION 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects with the minimum servicing standards set forth in the Uniform Single
Attestation Program for Mortgage Bankers and has fulfilled all of its material
obligations under its Subservicing Agreement in all material respects throughout
such year, or, if there has been material noncompliance with such servicing
standards or a material default in the fulfillment of such obligations relating
to this Agreement, such statement shall include a description of such
noncompliance or specify each such default, as the case may be, known to such
officer and the nature and status thereof.
SECTION 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31 that
occurs at least six months after the Cut-off Date, the Master Servicer at its
expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially
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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
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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.
ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
SECTION 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to
be deposited on behalf of the Trustee on or before 2:00 P.M. New York time
on each Certificate Account Deposit Date by wire transfer of immediately
available funds an amount equal to the sum of (i) any Advance for the
immediately succeeding Distribution Date, (ii) any amount required to be
deposited in the Certificate Account pursuant to Section 3.12(a), (iii)
any amount required to be deposited in the Certificate Account pursuant to
Section 3.16(e) or Section 4.07, (iv) any amount required to be paid
pursuant to Section 9.01, and (v) all other amounts constituting the
Available Distribution Amount for the immediately succeeding Distribution
Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to
invest the funds in the Certificate Account in Permitted Investments
designated in the name of the Trustee for the benefit of the
Certificateholders, which shall mature not later than the Business Day
next preceding the Distribution Date next following the date of such
investment (except that (i) any investment in the institution with which
the Certificate Account is maintained may mature on such Distribution Date
and (ii) any other investment may mature on such Distribution Date if the
Trustee shall advance funds on such Distribution Date to the Certificate
Account in the amount payable on such investment on such Distribution
Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of
prior to maturity. Subject to Section 3.16(e), all income and gain
realized from any such investment shall be for the benefit of the Master
Servicer and shall be subject to its withdrawal or order from time to
time. The amount of any losses incurred in respect of any such investments
shall be deposited in the Certificate Account by the Master Servicer out
of its own funds immediately as realized without any right of
reimbursement.
SECTION 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of
the Trustee or (y) the Paying Agent appointed by the Trustee, shall
distribute to the Master Servicer, in the case of a distribution pursuant
to Section 4.02(a)(iii), the amount required to be distributed to the
Master Servicer or a Subservicer pursuant to Section 4.02(a)(iii), and to
each Certificateholder of record on the next preceding Record Date (other
than as provided
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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 each Holder of a
Subclass thereof) of the following amounts, in the following order of
priority (subject to the provisions of Section 4.02(b)), in each case to
the extent of the Available Distribution Amount:
(i) to the Class A Certificateholders (other than the Class A-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) for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date except as
provided in the last paragraph of this Section 4.02(a); and
(ii) (X) to the Class A-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) and (iii)
and Sections 4.02(c) and (d), the sum of the following (applied to
reduce the Certificate Principal Balances of such Class A
Certificates or Class R Certificates, as applicable):
(A) the Senior Percentage for such Distribution
Date times the sum of the following:
(i) 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
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the Bankruptcy Amount;
(ii) 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
(iii) 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
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such Distribution Date times the aggregate of all
Principal Prepayments in Full and Curtailments received
in the related Prepayment Period (other than the related
Discount Fraction of such Principal Prepayments in Full
and Curtailments, with respect to a Discount Mortgage
Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y),
clauses (A) through (C) of this Section 4.02(a), as
determined for any previous Distribution Date, which
remain unpaid after application of amounts previously
distributed pursuant to this clause (E) to the extent
that such amounts are not attributable to Realized
Losses which have been allocated to the Class M
Certificates or Class B Certificates;
(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)
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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;
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(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 the Class A Certificateholders and Class R
Certificateholders in the priority set forth in Section 4.02(b), the
portion, if any, of the Available Distribution Amount remaining
after the foregoing distributions, applied to reduce the Certificate
Principal Balances of such Class A Certificates and Class R
Certificates, but in no event more than the aggregate of the
outstanding Certificate Principal Balances of each such Class of
Class A Certificates and Class R Certificates, and thereafter, to
each Class of Class M Certificates then outstanding beginning with
such Class with the lowest numerical designation, any portion of the
Available Distribution Amount remaining after the Class A
Certificates and Class R Certificates have been retired, applied to
reduce the Certificate Principal Balance of each such Class of Class
M Certificates, but in no event more than the outstanding
Certificate Principal Balance of each such Class of Class M
Certificates; and thereafter to each such Class of Class B
Certificates then outstanding beginning with such Class with the
lowest numerical designation, any portion of the Available
Distribution Amount remaining after the Class M Certificates have
been retired, applied to reduce the Certificate Principal Balance of
each such Class of Class B Certificates, but in no event more than
the outstanding Certificate Principal Balance of each such Class of
Class B Certificates; and
(xvii) to the Class R Certificateholders, the balance, if any,
of the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with
respect to the Class of Class B Certificates outstanding on such
Distribution Date with the highest numerical designation, or in the event
the Class B Certificates are no longer outstanding, the Class of Class M
Certificates then outstanding with the highest numerical designation, or
in the event the Class B Certificates and Class M Certificates are no
longer outstanding, the Class A and Class R Certificates, Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest
shortfalls relating to 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
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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-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 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
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Shortfalls remaining unpaid for all previous
Distribution Dates, but only to the extent of the
Eligible Funds for such Distribution Date; and
(ii) the Senior Principal Distribution Amount shall be
distributed concurrently as follows:
(A) first, to the Class R Certificates, until the
Certificate Principal Balance thereof has been reduced
to zero; and
(B) second, to the Class A-1 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 the distributions described in Section 4.02(b)
above in respect of principal to the Senior Certificates will be
disregarded, and (i) an amount equal to the Discount Fraction of the
principal portion of scheduled payments and unscheduled collections
received or advanced in respect of the Discount Mortgage Loans will be
distributed to the Class A-P Certificates, and (ii) the Senior Principal
Distribution Amount will be distributed to the remaining Senior
Certificates (other than the Class A-P Certificates and Class A-V
Certificates) pro rata in accordance with their respective outstanding
Certificate Principal Balances.
(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 occurrence of 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,
Class A-V, Class M and Class B Certificates, in each case as described
herein.
(e) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an
REO Disposition that resulted in a Realized Loss, in the event that within
two years of the date on which such Realized Loss was determined to have
occurred the Master Servicer receives amounts, which the Master Servicer
reasonably believes to represent subsequent recoveries (net of any related
liquidation expenses), or determines that it holds surplus amounts
previously reserved to cover estimated expenses, specifically related to
such Mortgage Loan (including, but not limited to, recoveries in respect
of the representations and warranties made by the related Seller pursuant
to the applicable Seller's Agreement), the Master Servicer shall
distribute such amounts to the applicable Certificateholders of the Class
or Classes to which such Realized Loss was allocated (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
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Mortgage Loan shall exceed, either individually or in the aggregate and
together with any other amounts paid in reimbursement therefor, the amount
of the related Realized Loss that was allocated to such Class of
Certificates. Notwithstanding the foregoing, no such distribution shall be
made with respect to the Certificates of any Class to the extent that
either (i) such Class was protected against the related Realized Loss
pursuant to any instrument or fund established under Section 11.01(e) or
(ii) such Class of Certificates has been deposited into a separate trust
fund or other structuring vehicle and separate certificates or other
instruments representing interests therein have been issued in one or more
classes, and any of such separate certificates or other instruments was
protected against the related Realized Loss pursuant to any limited
guaranty, payment obligation, irrevocable letter of credit, surety bond,
insurance policy or similar instrument or a reserve fund, or a combination
thereof. Any amount to be so distributed 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 Certificates), on
a pro rata basis based on the Percentage Interest represented by each
Certificate of such Class as of such Record Date and (ii) with respect to
the Class A-V Certificates, to the Class A-V Certificates or any Subclass
thereof in the same proportion as the related Realized Loss was allocated.
Any amounts to be so distributed shall not be remitted to or distributed
from the Trust Fund, and shall constitute subsequent recoveries with
respect to Mortgage Loans that are no longer assets of the Trust Fund.
(f) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts
of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each
indirect participating brokerage firm (a "brokerage firm" or "indirect
participating firm") for which it acts as agent. Each brokerage firm shall
be responsible for disbursing funds to the Certificate Owners that it
represents. None of the Trustee, the Certificate Registrar, the Company or
the Master Servicer shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master
Servicer anticipates that a final distribution with respect to any Class
of Certificates will be made on the next Distribution Date, the Master
Servicer shall, no later than the Determination Date in the month of such
final distribution, notify the Trustee and the Trustee shall, no later
than two (2) Business Days after such Determination Date, mail on such
date to each Holder of such Class of Certificates a notice to the effect
that: (i) the Trustee anticipates that the final distribution with respect
to such Class of Certificates will be made on such Distribution Date but
only upon presentation and surrender of such Certificates at the office of
the Trustee or as otherwise specified therein, and (ii) no interest shall
accrue on such Certificates from and after the end of the prior calendar
month. In the event that Certificateholders required to surrender their
Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds
distributable with respect to such Certificates to be withdrawn from the
Certificate Account and credited to a separate escrow account for the
benefit of such Certificateholders as provided in Section 9.01(d).
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SECTION 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate
Account and with respect to each Distribution Date the Master Servicer
shall forward to the Trustee and the Trustee shall forward by mail to each
Holder and the Company a statement setting forth the following information
as to each Class of Certificates to the extent applicable:
(i) (a) the amount of such distribution to the
Certificateholders of such Class applied to reduce the Certificate
Principal Balance thereof, and (b) the aggregate amount included
therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class
of Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of
Certificates is less than the full amount that would be
distributable to such Holders if there were sufficient funds
available therefor, the amount of the shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant
to Section 4.04;
(v) the number and Pool Stated Principal Balance of the
Mortgage Loans after giving effect to the distribution of principal
on such Distribution Date;
(vi) the aggregate Certificate Principal Balance of each Class
of Certificates, and each of the Senior, Class M and Class B
Percentages, after giving effect to the amounts distributed on such
Distribution Date, separately identifying any reduction thereof due
to Realized Losses other than pursuant to an actual distribution of
principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it
by Subservicers, the number and aggregate principal balances of
Mortgage Loans that are Delinquent (A) 30-59 days, (B) 60-89 days
and (C) 90 or more days and the number and aggregate principal
balance of Mortgage Loans that are in foreclosure;
(ix) the number, aggregate principal balance and book value of
any REO Properties;
(x) the aggregate Accrued Certificate Interest remaining
unpaid, if any, for each Class of Certificates, after giving effect
to the distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and
Bankruptcy Amount as of the close of business on such Distribution
Date and a description of
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any change in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such
Distribution Date and the Pass-Through Rate with respect to the
Class A-V Certificates and each Subclass, if any, thereof;
(xiii) the Class A-V Notional Amount and each Class A-V Subclass
Notional Amount;
(xiv) the occurrence of the Credit Support Depletion Date;
(xv) the Senior Accelerated Distribution Percentage applicable
to such distribution;
(xvi) the Senior Percentage for such Distribution Date;
(xvii) the aggregate amount of Realized Losses for such
Distribution Date;
(xviii) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xix) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed on
such Distribution Date;
(xx) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such Distribution
Date; and
(xxi) if any of the Class M Certificates are held by a
Depository, a legend substantially in the form of Exhibit J-3
hereto, referencing such Certificates.
In the case of information furnished pursuant to clauses (i) and (ii)
above, the amounts shall be expressed as a dollar amount per Certificate
with a $1,000 denomination. In addition to the statement provided to the
Trustee as set forth in this Section 4.03(a), the Master Servicer shall
provide to any manager of a trust fund consisting of some or all of the
Certificates, upon reasonable request, such additional information as is
reasonably obtainable by the Master Servicer at no additional expense to
the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and
shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Certificate, other than a
Class R Certificate, a statement containing the information set forth in
clauses (i) and (ii) of subsection (a) above aggregated for such calendar
year or applicable portion thereof during which such Person was a
Certificateholder. Such obligation of the Master Servicer shall be deemed
to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer pursuant to any
requirements of the Code.
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(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and
shall forward, or cause to be forwarded, to each Person who at any time
during the calendar year was the Holder of a Class R Certificate, a
statement containing the applicable distribution information provided
pursuant to this Section 4.03 aggregated for such calendar year or
applicable portion thereof during which such Person was the Holder of a
Class R Certificate. Such obligation of the Master Servicer shall be
deemed to have been satisfied to the extent that substantially comparable
information shall be provided by the Master Servicer pursuant to any
requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate,
in the Master Servicer's sole discretion, for purposes of satisfying
applicable reporting requirements under Rule 144A.
SECTION 4.04. Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer.
(a) Prior to the close of business on the Business Day next
succeeding each Determination Date, the Master Servicer shall furnish a
written statement to the Trustee, any Paying Agent and the Company (the
information in such statement to be made available to Certificateholders
by the Master Servicer on request) setting forth (i) the Available
Distribution Amount; and (ii) the amounts required to be withdrawn from
the Custodial Account and deposited into the Certificate Account on the
immediately succeeding Certificate Account Deposit Date pursuant to clause
(iii) of Section 4.01(a). The determination by the Master Servicer of such
amounts shall, in the absence of obvious error, be presumptively deemed to
be correct for all purposes hereunder and the Trustee shall be protected
in relying upon the same without any independent check or verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the
Certificate Account from its own funds, or funds received therefor from
the Subservicers, an amount equal to the Advances to be made by the Master
Servicer in respect of the related Distribution Date, which shall be in an
aggregate amount equal to the aggregate amount of Monthly Payments (with
each interest portion thereof adjusted to the Net Mortgage Rate), less the
amount of any related Servicing Modifications, Debt Service Reductions or
reductions in the amount of interest collectable from the Mortgagor
pursuant to the Soldiers' and Sailors' Civil Relief Act of 1940, as
amended, or similar legislation or regulations then in effect, on the
Outstanding Mortgage Loans as of the related Due Date, which Monthly
Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be
a Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the
Custodial Account and deposit in the Certificate Account all or a portion
of the Amount Held for Future Distribution in discharge of any such
Advance, or (iii) make advances in the form of any combination of (i) and
(ii) aggregating the amount of such Advance. Any portion of the Amount
Held for Future Distribution so used shall be replaced by the Master
Servicer by deposit in the Certificate Account on or before 11:00 A.M. New
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York time on any future Certificate Account Deposit Date to the extent
that funds attributable to the Mortgage Loans that are available in the
Custodial Account for deposit in the Certificate Account on such
Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date.
The Master Servicer shall be entitled to use any Advance made by a
Subservicer as described in Section 3.07(b) that has been deposited in the
Custodial Account on or before such Distribution Date as part of the
Advance made by the Master Servicer pursuant to this Section 4.04. The
amount of any reimbursement pursuant to Section 4.02(a)(iii) in respect of
outstanding Advances on any Distribution Date shall be allocated to
specific Monthly Payments due but delinquent for previous Due Periods,
which allocation shall be made, to the extent practicable, to Monthly
Payments which have been delinquent for the longest period of time. Such
allocations shall be conclusive for purposes of reimbursement to the
Master Servicer from recoveries on related Mortgage Loans pursuant to
Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this Section
4.04 into the Certificate Account.
SECTION 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine the
total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due in the month in which such Distribution Date occurs. The
amount of each Realized Loss shall be evidenced by an Officers' Certificate. All
Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be
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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 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, 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 for such Distribution Date (without regard
to any Compensating Interest for such Distribution Date) in the case of an
interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made by operation of the
definition of "Accrued Certificate Interest" and by operation of the provisions
of Section 4.02(a). Allocations of the principal portion of Debt Service
Reductions shall be made by operation of the provisions of Section 4.02(a). All
Realized Losses and all other losses allocated to a Class of Certificates
hereunder will be allocated among the Certificates of such Class in proportion
to the Percentage Interests evidenced thereby; provided that if any Subclasses
of the Class A-V Certificates have been issued pursuant to Section 5.01(c), such
Realized Losses and other losses allocated to the Class A-V Certificates shall
be allocated among such Subclasses in proportion to the respective amounts of
Accrued Certificate Interest payable on such Distribution Date that would have
resulted absent such reductions.
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SECTION 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
SECTION 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or more,
the Master Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time the Master Servicer makes
a payment to the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this Section 4.07, the Master Servicer shall
continue to service any such Mortgage Loan after the date of such purchase in
accordance with the terms of this Agreement and, if any Realized Loss with
respect to such Mortgage Loan occurs, allocate such Realized Loss to the Class
or Classes of Certificates that would have borne such Realized Loss in
accordance with the terms hereof as if such Mortgage Loan had not been so
purchased. For purposes of this Agreement, a payment of the Purchase Price by
the Master Servicer pursuant to this Section 4.07 will be viewed as an advance,
and the amount of any Realized Loss shall be recoverable pursuant to the
provisions for the recovery of unreimbursed Advances under Section 4.02(a) or,
to the extent not recoverable under such provisions, as a Nonrecoverable Advance
as set forth herein.
SECTION 4.08. Surety Bond.
(a) If a Required Surety Payment is payable pursuant to the Surety
Bond with respect to any Additional Collateral Loan, the Master Servicer
shall so notify the Trustee as soon as reasonably practicable and the
Trustee shall promptly complete the notice in the form of Attachment 1 to
the Surety Bond and shall promptly submit such notice to the Surety as a
claim for a Required Surety. The Master Servicer shall upon request assist
the Trustee in completing such notice and shall provide any information
requested by the Trustee in connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on
behalf of the Holders of Certificates, the Trustee shall deposit such
Required Surety Payment in the
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Certificate Account and shall distribute such Required Surety Payment, or
the proceeds thereof, in accordance with the provisions of Section 4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder
of a Certificate any Required Surety Payment from the Surety and (ii)
disburse the same to the Holders of such Certificates as set forth in
Section 4.02.
ARTICLE V
THE CERTIFICATES
SECTION 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates,
respectively, shall be substantially in the forms set forth in Exhibits A,
B, C and D and shall, on original issue, be executed and delivered by the
Trustee to the Certificate Registrar for authentication and delivery to or
upon the order of the Company upon receipt by the Trustee or one or more
Custodians of the documents specified in Section 2.01. The Certificates,
other than the Class A-V and Class R Certificates, shall be issuable in
minimum dollar denominations of $25,000 (or $250,000 in the case of the
Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3 Certificates) and
integral multiples of $1 (or $1,000 in the case of the Class A-P, Class
B-1, Class B-2 and Class B-3 Certificates) in excess thereof, except that
one Certificate of each of the Class A-P, Class B-1, Class B-2 and Class
B-3 Certificates may be issued in a denomination equal to the denomination
set forth as follows for such Class or the sum of such denomination and an
integral multiple of $1,000:
Class A-P $ 25,268.43
Class B-1 $250,600.00
Class B-2 $250,700.00
Class B-3 $250,028.59
The Class A-V Certificates and Class R Certificates shall be
issuable in minimum denominations of not less than a 20% Percentage
Interest; 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 Class A-V Certificates
shall be issuable as a single Certificate as provided in Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature
on behalf of an authorized officer of the Trustee. Certificates bearing
the manual or facsimile signatures of individuals who were at any time the
proper officers of the Trustee shall bind the Trustee, notwithstanding
that such individuals or any of them have ceased to hold such offices
prior to the authentication and delivery of such Certificate or did not
hold such offices at the date of such Certificates. No Certificate shall
be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by
the Certificate
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Registrar by manual signature, and such certificate upon any Certificate
shall be conclusive evidence, and the only evidence, that such Certificate
has been duly authenticated and delivered hereunder. All Certificates
shall be dated the date of their authentication.
(b) The Class A Certificates, other than the Class A-P Certificates
and Class A-V Certificates, and the Class M Certificates shall initially
be issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided below, registration of
such Certificates may not be transferred by the Trustee except to another
Depository that agrees to hold such Certificates for the respective
Certificate Owners with Ownership Interests therein. The
Certificateholders shall hold their respective Ownership Interests in and
to each of the Class A Certificates, other than the Class A-P Certificates
and Class A-V Certificates, and the Class M 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
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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
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 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 Regular Interest designated on a Request for
Exchange corresponds to a Subclass which has previously been issued. Each
Subclass so issued shall be substantially in the form set forth in Exhibit
A and shall, on original issue, be executed and delivered by the Trustee
to the Certificate Registrar for authentication and delivery in accordance
with Section 5.01(a). Every Certificate presented or surrendered for
exchange by the initial Holder shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer attached to such Certificate and shall be completed
to the satisfaction of the Trustee and the Certificate Registrar duly
executed by, the initial Holder thereof or his attorney duly authorized in
writing. The Certificates of any Subclass of Class A-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 M, Class B or Class R
Certificate, upon satisfaction of the conditions set forth
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below, the Trustee shall execute and the Certificate Registrar shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of a like Class (or Subclass)
and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be
exchanged for other Certificates of authorized denominations of a like
Class (or Subclass) and aggregate Percentage Interest, upon surrender of
the Certificates to be exchanged at any such office or agency. Whenever
any Certificates are so surrendered for exchange the Trustee shall execute
and the Certificate Registrar shall authenticate and deliver the
Certificates of such Class which the Certificateholder making the exchange
is entitled to receive. Every Certificate presented or surrendered for
transfer or exchange shall (if so required by the Trustee or the
Certificate Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by, the Holder thereof or his attorney
duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B
Certificate shall be made unless such transfer, sale, pledge or other
disposition is exempt from the registration requirements of the Securities
Act of 1933, as amended, and any applicable state securities laws or is
made in accordance with said Act and laws. In the event that a transfer of
a Class B Certificate is to be made either (i)(A) the Trustee shall
require a written Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee and the Company that such transfer
may be made pursuant to an exemption, describing the applicable exemption
and the basis therefor, from said Act and laws or is being made pursuant
to said Act and laws, which Opinion of Counsel shall not be an expense of
the Trustee, the Company or the Master Servicer (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 a 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
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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 (A) the
Trustee shall require an Opinion of Counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer
to the effect that the purchase or holding of such Class M, Class B or
Class R Certificate is permissible under applicable law, will not
constitute or result in any non-exempt prohibited transaction under
Section 406 of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), or Section 4975 of the Code (or comparable provisions
of any subsequent enactments), and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in
addition to those undertaken in this Agreement, which Opinion of Counsel
shall not be an expense of the Trustee, the Company or the Master Servicer
or (B) the prospective Transferee shall be required to provide the
Trustee, the Company and the Master Servicer with a certification to the
effect set forth in paragraph six of Exhibit J-1 (with respect to any
Class B Certificate), Exhibit J-2 (with respect to any Class M
Certificate) or paragraph fourteen of Exhibit I-1 (with respect to any
Class R Certificate), which the Trustee may rely upon without further
inquiry or investigation, or such other certifications as the Trustee may
deem desirable or necessary in order to establish that such Transferee or
the Person in whose name such registration is requested either (a) 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 any interest in a Class M Certificate for so long as
such Certificate is a Book-Entry Certificate (each such Class M
Certificate, a "Book-Entry Class M Certificate"). Any Transferee of
a Book-Entry Class M 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.
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(iii) (A) If any Class M 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 Class M 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 Class M 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
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things, that no purpose of the proposed Transfer is to impede the
assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee under clause (B) above,
if a Responsible Officer of the Trustee who is assigned to
this Agreement has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in a Class R Certificate to such proposed
Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to require a
Transfer Affidavit and Agreement from any other Person to whom
such Person attempts to transfer its Ownership Interest in a
Class R Certificate and (y) not to transfer its Ownership
Interest unless it provides a certificate to the Trustee in
the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an Ownership
Interest in such Certificate, agrees to give the Trustee
written notice that it is a "pass-through interest holder"
within the meaning of Temporary Treasury Regulations Section
1.67- 3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit
and Agreement, a certificate of the Holder requesting such transfer
in the form attached hereto as Exhibit I-2 and all of such other
documents as shall have been reasonably required by the Trustee as a
condition to such registration. Transfers of the Class R
Certificates to Non-United States Persons and Disqualified
Organizations (as defined in Section 860E(e)(5) of the Code) are
prohibited.
(iii) (A) If any Disqualified Organization shall become a
holder of a Class R Certificate, then the last preceding Permitted
Transferee shall be restored, to the extent permitted by law, to all
rights and obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
NonUnited States Person shall become a holder of a Class R
Certificate, then the last preceding United States Person shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. If a
transfer of a Class R Certificate is disregarded pursuant to the
provisions of Treasury Regulations Section 1.860E-1 or Section
1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R
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Certificate that is in fact not permitted by this Section 5.02(f) or
for making any payments due on such Certificate to the holder
thereof or for taking any other action with respect to such holder
under the provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of
a Class R Certificate in violation of the restrictions in this
Section 5.02(f) and to the extent that the retroactive
restoration of the rights of the Holder of such Class R
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Master Servicer
shall have the right, without notice to the holder or any
prior holder of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master Servicer on
such terms as the Master Servicer may choose. Such purported
Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer itself or
any Affiliate of the Master Servicer. The proceeds of such
sale, net of the commissions (which may include commissions
payable to the Master Servicer or its Affiliates), expenses
and taxes due, if any, will be remitted by the Master Servicer
to such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the
sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any Person having an Ownership
Interest in a Class R Certificate as a result of its exercise
of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer
of an Ownership Interest in a Class R Certificate to any Person who
is a Disqualified Organization, including the information regarding
"excess inclusions" of such Class R Certificates required to be
provided to the Internal Revenue Service and certain Persons as
described in Treasury Regulations Sections 1.860D-1(b)(5) and
1.860E-2(a)(5), and (B) as a result of any regulated investment
company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381
of the Code that holds an Ownership Interest in a Class R
Certificate having as among its record holders at any time any
Person who is a Disqualified Organization. Reasonable compensation
for providing such information may be required by the Master
Servicer from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to
this clause (v) may be modified, added to or eliminated, provided
that there shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the
effect that the modification, addition to or elimination of
such provisions will not cause such Rating Agency to downgrade
its then-current ratings, if any, of any Class of the Class A,
Class M, Class B or Class R Certificates below the lower of
the then-current rating or the rating assigned to such
Certificates as
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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
a Disqualified Organization or (y) a Certificateholder or
another Person to be subject to a REMIC-related tax caused by
the Transfer of a Class R Certificate to a Person that is not
a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
SECTION 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
SECTION 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of "Certificateholder," and neither the
Company, the Master Servicer, the Trustee, the
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Certificate Registrar nor any agent of the Company, the Master Servicer, the
Trustee or the Certificate Registrar shall be affected by notice to the contrary
except as provided in Section 5.02(f).
SECTION 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
SECTION 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal
Balance is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans, either the Master Servicer or the Company shall have
the right, at its option, to purchase the Certificates in whole, but not
in part, at a price equal to the outstanding Certificate Principal Balance
of such Certificates plus the sum of Accrued Certificate Interest thereon
for the related Interest Accrual Period and any previously unpaid Accrued
Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on
which the Master Servicer or the Company, as applicable, anticipates that
it will purchase the Certificates pursuant to Section 5.06(a). Notice of
any such purchase, specifying the Distribution Date upon which the Holders
may surrender their Certificates to the Trustee for payment in accordance
with this Section 5.06, shall be given promptly by the Master Servicer or
the Company, as applicable, by letter to Certificateholders (with a copy
to the Certificate Registrar and each Rating Agency) mailed not earlier
than the 15th day and not later than the 25th day of the month next
preceding the month of such final distribution, specifying:
(i) the Distribution Date upon which purchase of the
Certificates is anticipated to be made upon presentation and
surrender of such Certificates at the office or agency of the
Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or
agency of the Trustee therein specified.
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If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be
purchased pursuant to Section 5.06(a) by the Holders thereof, the Trustee
shall distribute to such Holders an amount equal to the outstanding
Certificate Principal Balance thereof plus the sum of Accrued Certificate
Interest thereon for the related Interest Accrual Period and any
previously unpaid Accrued Certificate Interest with respect thereto.
(d) In the event that any Certificateholders do not surrender their
Certificates on or before the Distribution Date on which a purchase
pursuant to this Section 5.06 is to be made, the Trustee shall on such
date cause all funds in the Certificate Account deposited therein by the
Master Servicer or the Company, as applicable, pursuant to Section 5.06(b)
to be withdrawn therefrom and deposited in a separate escrow account for
the benefit of such Certificateholders, and the Master Servicer or the
Company, as applicable, shall give a second written notice to such
Certificateholders to surrender their Certificates for payment of the
purchase price therefor. If within six months after the second notice any
Certificate shall not have been surrendered for cancellation, the Trustee
shall take appropriate steps as directed by the Master Servicer or the
Company, as applicable, to contact the Holders of such Certificates
concerning surrender of their Certificates. The costs and expenses of
maintaining the escrow account and of contacting Certificateholders shall
be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation in accordance with this Section 5.06, the
Trustee shall pay to the Master Servicer or the Company, as applicable,
all amounts distributable to the Holders thereof and the Master Servicer
or the Company, as applicable, shall thereafter hold such amounts until
distributed to such Holders. No interest shall accrue or be payable to any
Certificateholder on any amount held in the escrow account or by the
Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for payment in
accordance with this Section 5.06. Any Certificate that is not surrendered
on the Distribution Date on which a purchase pursuant to this Section 5.06
occurs as provided above will be deemed to have been purchased and the
Holder as of such date will have no rights with respect thereto except to
receive the purchase price therefor minus any costs and expenses
associated with such escrow account and notices allocated thereto. Any
Certificates so purchased or deemed to have been purchased on such
Distribution Date shall remain outstanding hereunder. The Master Servicer
or the Company, as applicable, shall be for all purposes the Holder
thereof as of such date.
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
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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
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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
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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.
ARTICLE VII
DEFAULT
SECTION 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the Certificates
of such Class and this Agreement and, in either case, such failure
shall continue unremedied for a period of 5 days after the date upon
which written notice of such failure, requiring such failure to be
remedied, shall have been given to the Master Servicer by the
Trustee or the Company or to the Master Servicer, the Company and
the Trustee by the Holders of Certificates of such Class evidencing
Percentage Interests aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in
any material respect any other of the covenants or agreements on the
part of the Master Servicer contained in the Certificates of any
Class or in this Agreement and such failure shall continue
unremedied for a period of 30 days (except that such number of days
shall be 15 in the case of a failure to pay the premium for any
Required Insurance Policy) after the date on which written notice of
such failure, requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or the Company, or to
the Master Servicer, the Company and the Trustee by the Holders of
Certificates of any Class evidencing, in the case of any such Class,
Percentage Interests aggregating not less than 25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency
or similar law or appointing a conservator or receiver or liquidator
in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the
Master Servicer and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities, or
similar proceedings of, or relating to, the Master Servicer or of,
or relating to, all or substantially all of the property of the
Master Servicer; or
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(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a voluntary case under, any applicable
insolvency or reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend payment of its
obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to
Section 4.04(b) that it is unable to deposit in the Certificate
Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the Trustee may, and at the
direction of Holders of Certificates entitled to at least 51% of the Voting
Rights, the Trustee shall, by notice in writing to the Master Servicer (and to
the Company if given by the Trustee or to the Trustee if given by the Company),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee shall, by notice to the Master
Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder. Upon the termination of Residential Funding as Master Servicer
hereunder the Company shall deliver to the Trustee a copy of the Program Guide.
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SECTION 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's consent (which shall not
be unreasonably withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Subservicers or Sellers as set forth in
such Sections, and its obligations to deposit amounts in respect of losses
incurred prior to such notice or termination on the investment of funds in the
Custodial Account or the Certificate Account pursuant to Sections 3.07(c) and
4.01(b) by the terms and provisions hereof); provided, however, that any failure
to perform such duties or responsibilities caused by the preceding Master
Servicer's failure to provide information required by Section 4.04 shall not be
considered a default by the Trustee hereunder. As compensation therefor, the
Trustee shall be entitled to all funds relating to the Mortgage Loans which the
Master Servicer would have been entitled to charge to the Custodial Account or
the Certificate Account if the Master Servicer had continued to act hereunder
and, in addition, shall be entitled to the income from any Permitted Investments
made with amounts attributable to the Mortgage Loans held in the Custodial
Account or the Certificate Account. If the Trustee has become the successor to
the Master Servicer in accordance with Section 6.04 or Section 7.01, then
notwithstanding the above, the Trustee may, if it shall be unwilling to so act,
or shall, if it is unable to so act, appoint, or petition a court of competent
jurisdiction to appoint, any established housing and home finance institution,
which is also a FNMA- or FHLMC-approved mortgage servicing institution, having a
net worth of not less than $10,000,000 as the successor to the Master Servicer
hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Master Servicer hereunder. Pending appointment of a
successor to the Master Servicer hereunder, the Trustee shall become successor
to the Master Servicer and shall act in such capacity as hereinabove provided.
In connection with such appointment and assumption, the Trustee may make such
arrangements for the compensation of such successor out of payments on Mortgage
Loans as it and such successor shall agree; provided, however, that no such
compensation shall be in excess of that permitted the initial Master Servicer
hereunder. The Company, the Trustee, the Custodian and such successor shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession. The Servicing Fee for any successor Master Servicer
appointed pursuant to this Section 7.02 will be lowered with respect to those
Mortgage Loans, if any, where the Subservicing Fee accrues at a rate of less
than 0.20% per annum in the event that the successor Master Servicer is not
servicing such Mortgage Loans directly and it is necessary to raise the related
Subservicing Fee to a rate of 0.20% per annum in order to hire a Subservicer
with respect to such Mortgage Loans.
SECTION 7.03. Notification to Certificateholders.
(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.
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(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of
each such Event of Default hereunder known to the Trustee, unless such
Event of Default shall have been cured or waived.
SECTION 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
ARTICLE VIII
CONCERNING THE TRUSTEE
SECTION 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred,
undertakes to perform such duties and only such duties as are specifically
set forth in this Agreement. In case an Event of Default has occurred
(which has not been cured or waived), the Trustee shall exercise such of
the rights and powers vested in it by this Agreement, and use the same
degree of care and skill in their exercise as a prudent investor would
exercise or use under the circumstances in the conduct of such investor's
own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates,
statements, opinions, reports, documents, orders or other instruments
furnished to the Trustee which are specifically required to be furnished
pursuant to any provision of this Agreement, shall examine them to
determine whether they conform to the requirements of this Agreement. The
Trustee shall notify the Certificateholders of any such documents which do
not materially conform to the requirements of this Agreement in the event
that the Trustee, after so requesting, does not receive satisfactorily
corrected documents.
The Trustee shall forward or cause to be forwarded in a timely
fashion the notices, reports and statements required to be forwarded by
the Trustee pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee
shall furnish in a timely fashion to the Master Servicer such information
as the Master Servicer may reasonably request from time to time for the
Master Servicer to fulfill its duties as set forth in this Agreement. The
Trustee covenants and agrees that it shall perform its obligations
hereunder in a manner so as to maintain the status of the Trust Fund as a
REMIC under the REMIC Provisions and (subject
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to Section 10.01(f)) to prevent the imposition of any federal, state or
local income, prohibited transaction, contribution or other tax on the
Trust Fund to the extent that maintaining such status and avoiding such
taxes are reasonably within the control of the Trustee and are reasonably
within the scope of its duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after
the curing or waiver of all such Events of Default which may have
occurred, the duties and obligations of the Trustee shall be
determined solely by the express provisions of this Agreement, the
Trustee shall not be liable except for the performance of such
duties and obligations as are specifically set forth in this
Agreement, no implied covenants or obligations shall be read into
this Agreement against the Trustee and, in the absence of bad faith
on the part of the Trustee, the Trustee may conclusively rely, as to
the truth of the statements and the correctness of the opinions
expressed therein, 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
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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,
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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 the
Trust Fund to fail to qualify as a REMIC at any time that any Certificates
are outstanding or (ii) cause the Trust Fund to be subject to any federal
tax as a result of such contribution (including the imposition of any
federal tax on "prohibited transactions" imposed under Section 860F(a) of
the Code).
SECTION 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master
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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 and the Custodial Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have
given the Master Servicer written notice thereof promptly after the
Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the
Trustee shall cooperate and consult fully with the Master Servicer
in preparing such defense; and
(iii) notwithstanding anything in this Agreement to the
contrary, the Master Servicer shall not be liable for settlement of
any claim by the Trustee entered into without the prior consent of
the Master Servicer which consent shall not be unreasonably
withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
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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,
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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 suc
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.
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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-
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trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Trustee or separately, as may be provided therein,
subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting
the liability of, or affording protection to, the Trustee. Every such
instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute
the Trustee, its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate
trustee or co-trustee shall die, become incapable of acting, resign or be
removed, all of its estates, properties, rights, remedies and trusts shall
vest in and be exercised by the Trustee, to the extent permitted by law,
without the appointment of a new or successor trustee.
SECTION 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the Company,
appoint one or more Custodians who are not Affiliates of the Company, the Master
Servicer or any Seller to hold all or a portion of the Mortgage Files as agent
for the Trustee, by entering into a Custodial Agreement. Subject to Article
VIII, the Trustee agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be qualified to
do business in the jurisdiction in which it holds any Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 11.01. The
Trustee shall notify the Certificateholders of the appointment of any Custodian
(other than the Custodian appointed as of the Closing Date) pursuant to this
Section 8.11.
SECTION 8.12. Appointment of Office or Agency.
The Trustee will maintain an office or agency in the City of New York
where Certificates may be surrendered for registration of transfer or exchange.
The Trustee initially designates its offices located at Four Albany Street, New
York, New York 10006, for the purpose of keeping the Certificate Register. The
Trustee will maintain an office at the address stated in Section 11.05(c) hereof
where notices and demands to or upon the Trustee in respect of this Agreement
may be served.
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 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee
created hereby in respect of the Certificates
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(other than the obligation of the Trustee to make certain payments after
the Final Distribution Date to Certificateholders and the obligation of
the Company to send certain notices as hereinafter set forth) shall
terminate upon the last action required to be taken by the Trustee on the
Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in
the Trust Fund or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund at a price equal to 100% of the
unpaid principal balance of each Mortgage Loan or, if less than such
unpaid principal balance, the fair market value of the related
underlying property of such Mortgage Loan with respect to Mortgage
Loans as to which title has been acquired if such fair market value
is less than such unpaid principal balance (net of any unreimbursed
Advances attributable to principal) on the day of repurchase plus
accrued interest thereon at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of any Modified Mortgage Loan) to, but not
including, the first day of the month in which such repurchase price
is distributed, provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the Court of St. James,
living on the date hereof and provided further that the purchase
price set forth above shall be increased as is necessary, as
determined by the Master Servicer, to avoid disqualification of the
Trust Fund as a REMIC.
The right of the Master Servicer or the Company to purchase all the assets
of the Trust Fund pursuant to clause (ii) above is conditioned upon the Pool
Stated Principal Balance as of the Final Distribution Date being less than ten
percent of the Cut-off Date Principal Balance of the Mortgage Loans. If such
right is exercised by the Master Servicer, the Master Servicer shall be deemed
to have been reimbursed for the full amount of any unreimbursed Advances
theretofore made by it with respect to the Mortgage Loans. In addition, the
Master Servicer or the Company, as applicable, shall provide to the Trustee the
certification required by Section 3.15 and the Trustee and any Custodian shall,
promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
(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
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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 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 Class R
Certificates, upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such
Distribution Date, if not in connection with the Master Servicer's or the
Company's election to repurchase, or (ii) if the Master Servicer or the
Company elected to so repurchase, an amount determined as follows: (A)
with respect to each Certificate the outstanding Certificate Principal
Balance thereof, plus Accrued Certificate Interest for the related
Interest Accrual Period thereon and any previously unpaid Accrued
Certificate Interest, subject to the priority set forth in Section
4.02(a), and (B) with respect to the Class R Certificates, any excess of
the amounts available for distribution (including the repurchase price
specified in clause (ii) of subsection (a) of this Section) over the total
amount distributed under the immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender
their Certificates for final payment and cancellation on or before the
Final Distribution Date (if so required by the terms hereof), the Trustee
shall on such date cause all funds in the Certificate Account not
distributed in final distribution to Certificateholders to be withdrawn
therefrom and credited to the remaining Certificateholders by depositing
such funds in a separate escrow account for the benefit of such
Certificateholders, and the Master Servicer or the Company, as applicable
(if it exercised its right to purchase the assets of the Trust Fund), or
the Trustee (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect
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thereto. If within six months after the second notice any Certificate
shall not have been surrendered for cancellation, the Trustee shall take
appropriate steps as directed by the Master Servicer or the Company, as
applicable, to contact the remaining Certificateholders concerning
surrender of their Certificates. The costs and expenses of maintaining the
escrow account and of contacting Certificateholders shall be paid out of
the assets which remain in the escrow account. If within nine months after
the second notice any Certificates shall not have been surrendered for
cancellation, the Trustee shall pay to the Master Servicer or the Company,
as applicable, all amounts distributable to the holders thereof and the
Master Servicer or the Company, as applicable, shall thereafter hold such
amounts until distributed to such holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the escrow account
or by the Master Servicer or the Company, as applicable, as a result of
such Certificateholder's failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 9.01.
SECTION 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the
following additional requirements, unless (subject to Section 10.01(f))
the Trustee and the Master Servicer have received an Opinion of Counsel
(which Opinion of Counsel shall not be an expense of the Trustee) to the
effect that the failure of the Trust Fund to comply with the requirements
of this Section 9.02 will not (i) result in the imposition on the Trust of
taxes on "prohibited transactions," as described in Section 860F of the
Code, or (ii) cause the Trust Fund to fail to qualify as a REMIC at any
time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for the Trust Fund and specify the first day of such period
in a statement attached to the Trust Fund's final Tax Return
pursuant to Treasury regulations Section 1.860F-1. The Master
Servicer also shall satisfy all of the requirements of a qualified
liquidation for the Trust Fund 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
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for the Trust Fund at the expense of the Trust Fund in accordance with the
terms and conditions of this Agreement.
ARTICLE X
REMIC PROVISIONS
SECTION 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust
Fund as a REMIC under the Code and, if necessary, under applicable state
law. Such election will be made on Form 1066 or other appropriate federal
tax or information return (including Form 8811) or any appropriate state
return for the taxable year ending on the last day of the calendar year in
which the Certificates are issued. For the purposes of the REMIC election
in respect of the Trust Fund, each of the Class A (except for Class A-V),
Class M and Class B Certificates and the Uncertificated REMIC Regular
Interests shall be designated as the "regular interests" and the Class R
Certificates shall be designated as the sole class of "residual interests"
in the REMIC. The REMIC Administrator and the Trustee shall not permit the
creation of any "interests" (within the meaning of Section 860G of the
Code) in the REMIC other than the Certificates and the Uncertificated
REMIC Regular Interests.
(b) The Closing Date is hereby designated as the "startup day" of the
Trust Fund within the meaning of Section 860G(a)(9) of the Code.
(c) The REMIC Administrator shall hold a Class R Certificate
representing a 0.01% Percentage Interest of the Class R Certificates and
shall be designated as "the tax matters person" with respect to the REMIC
in the manner provided under Treasury regulations section 1.860F-4(d) and
Treasury regulations section 301.6231(a)(7)-1. Residential Funding, as tax
matters person, shall (i) act on behalf of the REMIC 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 the
REMIC 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
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by the REMIC Administrator without any right of reimbursement therefor.
The REMIC Administrator agrees to indemnify and hold harmless the Trustee
with respect to any tax or liability arising from the Trustee's signing of
Tax Returns that contain errors or omissions. The Trustee and Master
Servicer shall promptly provide the REMIC Administrator with such
information as the REMIC Administrator may from time to time request for
the purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a
Class R Certificate such information as is necessary for the application
of any tax relating to the transfer of a Class R Certificate to any Person
who is not a Permitted Transferee, (ii) to the Trustee and the Trustee
shall forward to the Certificateholders such information or reports as are
required by the Code or the REMIC Provisions including reports relating to
interest, original issue discount and market discount or premium (using
the Prepayment Assumption) and (iii) to the Internal Revenue Service the
name, title, address and telephone number of the person who will serve as
the representative of the REMIC.
(f) The Master Servicer and the REMIC Administrator shall take such
actions and shall cause the REMIC created hereunder to take such actions
as are reasonably within the Master Servicer's or the REMIC
Administrator's control and the scope of its duties more specifically set
forth herein as shall be necessary or desirable to maintain the status
thereof as a REMIC under the REMIC Provisions (and the Trustee shall
assist the Master Servicer and the REMIC Administrator, to the extent
reasonably requested by the Master Servicer and the REMIC Administrator to
do so). The Master Servicer and the REMIC Administrator shall not
knowingly or intentionally take any action, cause the Trust Fund to take
any action or fail to take (or fail to cause the Trust Fund to take) any
action reasonably within their respective control, that, under the REMIC
Provisions, if taken or not taken, as the case may be, could (i) endanger
the status of the REMIC as a REMIC or (ii) result in the imposition of a
tax upon the REMIC (including but not limited to the tax on prohibited
transactions as defined in Section 860F(a)(2) of the Code and the tax on
contributions to a REMIC set forth in Section 860G(d) of the Code) (either
such event, in the absence of an Opinion of Counsel or the indemnification
referred to in this sentence, an "Adverse REMIC Event") unless the Master
Servicer or the REMIC Administrator, as applicable, has received an
Opinion of Counsel (at the expense of the party seeking to take such
action or, if such party fails to pay such expense, and the Master
Servicer or the REMIC Administrator, as applicable, determines that taking
such action is in the best interest of the Trust Fund and the
Certificateholders, at the expense of the Trust Fund, but in no event at
the expense of the Master Servicer, the REMIC Administrator or the
Trustee) to the effect that the contemplated action will not, with respect
to the REMIC 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
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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 or its assets, or causing the
REMIC 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 uch action could cause an Adverse REMIC Event to occur
with respect to the REMIC and the Trustee shall not take any such action
or cause the REMIC to take any such action as to which the Master Servicer
or the REMIC Administrator, as applicable, has advised it in writing that
an Adverse REMIC Event could occur. The Master Servicer or the REMIC
Administrator, as applicable, may consult with counsel to make such
written advice, and the cost of same shall be borne by the party seeking
to take the action not expressly permitted by this Agreement, but in no
event at the expense of the Master Servicer or the REMIC Administrator. At
all times as may be required by the Code, the Master Servicer will to the
extent within its control and the scope of its duties more specifically
set forth herein, maintain substantially all of the assets of the REMIC 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 REMIC created hereunder as defined in Section 860F(a)(2) of the
Code, on "net income from foreclosure property" of the REMIC as defined in
Section 860G(c) of the Code, on any contributions to the REMIC 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 10, or (iii)
otherwise against amounts on deposit in the Custodial Account as provided
by Section 3.10 and on the Distribution Date(s) following such
reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the
same manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to the REMIC on a
calendar year and on an accrual basis or as otherwise may be required by
the REMIC Provisions.
(i) Following the Startup Day, neither the Master Servicer nor the
Trustee shall accept any contributions of assets to the REMIC unless
(subject to Section 10.01(f)) the Master Servicer and the Trustee shall
have received an Opinion of Counsel (at the expense of the party seeking
to make such contribution) to the effect that the inclusion of such assets
in the REMIC will not cause the REMIC to fail to qualify as a REMIC at any
time that any Certificates are outstanding or subject the REMIC to any tax
under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.
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(j) Neither the Master Servicer nor the Trustee shall (subject to
Section 10.01(f)) enter into any arrangement by which the REMIC will
receive a fee or other compensation for services nor permit the REMIC to
receive any income from assets other than "qualified mortgages" as defined
in Section 860G(a)(3) of the Code or "permitted investments" as defined in
Section 860G(a)(5) of the Code.
(k) Solely for the purposes of Section 1.860G-1(a)(4)(iii) of the
Treasury Regulations, the "latest possible maturity date" by which the
Certificate Principal Balance of each Class of Certificates (other than
the Class A-V Certificates) representing a regular interest in the REMIC
would be reduced to zero is December 25, 2013, which is the Distribution
Date immediately following the latest scheduled maturity of any Mortgage
Loan. The latest possible Maturity Date for each Uncertificated REMIC
Regular Interest is December 25, 2013, which is the Distribution Date
immediately following the latest scheduled maturity date of any Mortgage
Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator
shall prepare and file with the Internal Revenue Service Form 8811,
"Information Return for Real Estate Mortgage Investment Conduits (REMIC)
and Issuers of Collateralized Debt Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose
of or substitute for any of the Mortgage Loans (except in connection with
(i) the default, imminent default or foreclosure of a Mortgage Loan,
including but not limited to, the acquisition or sale of a Mortgaged
Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of
the REMIC, (iii) the termination of the REMIC pursuant to Article IX of
this Agreement, or (iv) a purchase of Mortgage Loans pursuant to Article
II or III of this Agreement) nor acquire any assets for the REMIC, nor
sell or dispose of any investments in the Custodial Account or the
Certificate Account for gain nor accept any contributions to the REMIC
after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect
adversely the status of the REMIC as a REMIC or (b) unless the Master
Servicer has determined in its sole discretion to indemnify the Trust Fund
against such tax, cause the REMIC to be subject to a tax on "prohibited
transactions" or "contributions" pursuant to the REMIC Provisions.
SECTION 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the
REMIC Administrator and the Master Servicer for any taxes and costs
including, without limitation, any reasonable attorneys fees imposed on or
incurred by the Trust Fund, the Company or the Master Servicer, as a
result of a breach of the Trustee's covenants set forth in Article VIII or
this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs
(including, without limitation, any reasonable attorneys' fees) imposed on
or incurred by the Trust Fund, the Company, the Master Servicer or the
Trustee, as a result of a breach of the REMIC Administrator's
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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, the REMIC Administrator or the
Trustee, as a result of a breach of the Master Servicer's covenants set
forth in this Article X or in Article III with respect to compliance with
the REMIC Provisions, including without limitation, any penalties arising
from the Trustee's execution of Tax Returns prepared by the Master
Servicer that contain errors or omissions.
ARTICLE XI
MISCELLANEOUS PROVISIONS
SECTION 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from
time to time by the Company, the Master Servicer and the Trustee, without
the consent of any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or
therein or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to
such extent as shall be necessary or desirable to maintain the
qualification of the Trust Fund as a REMIC at all times that any
Certificate is outstanding or to avoid or minimize the risk of the
imposition of any tax on the Trust Fund pursuant to the Code that
would be a claim against the Trust Fund, provided that the Trustee
has received an Opinion of Counsel to the effect that (A) such
action is necessary or desirable to maintain such qualification or
to avoid or minimize the risk of the imposition of any such tax and
(B) such action will not adversely affect in any material respect
the interests of any Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name
in which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced
by an Opinion of Counsel, adversely affect in any material respect
the interests of any Certificateholder and (C) such change shall not
result in a reduction
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of the rating assigned to any Class of Certificates below the lower
of the then-current rating or the rating assigned to such
Certificates as of the Closing Date, as evidenced by a letter from
each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the
Class R Certificates, by virtue of their being the "residual
interests" in the REMIC 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 the
REMIC 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 the Trust Fund to fail to qualify as a REMIC at any time
that any Certificate is outstanding.
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(d) Promptly after the execution of any such amendment the Trustee
shall furnish written notification of the substance of such amendment to
each Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent
shall approve the substance thereof. The manner of obtaining such consents
and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable regulations as the
Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to
obtain and deliver to the Trustee any corporate guaranty, payment
obligation, irrevocable letter of credit, surety bond, insurance policy or
similar instrument or a reserve fund, or any combination of the foregoing,
for the purpose of protecting the Holders of the Class B Certificates
against any or all Realized Losses or other shortfalls. Any such
instrument or fund shall be held by the Trustee for the benefit of the
Class B Certificateholders, but shall not be and shall not be deemed to be
under any circumstances included in the Trust Fund. To the extent that any
such instrument or fund constitutes a reserve fund for federal income tax
purposes, (i) any reserve fund so established shall be an outside reserve
fund and not an asset of the Trust Fund, (ii) any such reserve fund shall
be owned by the Company, and (iii) amounts transferred by the Trust Fund
to any such reserve fund shall be treated as amounts distributed by the
Trust Fund to the Company or any successor, all within the meaning of
Treasury Regulations Section 1.860G-2(h) as it reads as of the Cut-off
Date. In connection with the provision of any such instrument or fund,
this Agreement and any provision hereof may be modified, added to, deleted
or otherwise amended in any manner that is related or incidental to such
instrument or fund or the establishment or administration thereof, such
amendment to be made by written instrument executed or consented to by the
Company but without the consent of any Certificateholder and without the
consent of the Master Servicer or the Trustee being required unless any
such amendment would impose any additional obligation on, or otherwise
adversely affect the interests of the Class A Certificateholders, the
Class R Certificateholders, the Class M Certificateholders, the Master
Servicer or the Trustee, as applicable; provided that the Company obtains
(subject to Section 10.01(f)) an Opinion of Counsel (which need not be an
opinion of Independent counsel) to the effect that any such amendment will
not cause (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions"
under Section 860F(a)(1) of the Code or on "contributions after the
startup date" under Section 860G(d)(1) of the Code and (b) the REMIC 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.
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SECTION 11.02. Recordation of Agreement; Counterparts.
(a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any
or all of the properties subject to the Mortgages are situated, and in any
other appropriate public recording office or elsewhere, such recordation
to be effected by the Master Servicer and at its expense on direction by
the Trustee (pursuant to the request of Holders of Certificates entitled
to at least 25% of the Voting Rights), but only upon direction accompanied
by an Opinion of Counsel to the effect that such recordation materially
and beneficially affects the interests of the Certificateholders.
(b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute
but one and the same instrument.
SECTION 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not
operate to terminate this Agreement or the Trust Fund, nor entitle such
Certificateholder's legal representatives or heirs to claim an accounting
or to take any action or proceeding in any court for a partition or
winding up of the Trust Fund, nor otherwise affect the rights, obligations
and liabilities of any of the parties hereto.
(b) No Certificateholder shall have any right to vote (except as
expressly provided herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the
parties hereto, nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an
association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this
Agreement pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any
provision of this Agreement to institute any suit, action or proceeding in
equity or at law upon or under or with respect to this Agreement, unless
such Holder previously shall have given to the Trustee a written notice of
default and of the continuance thereof, as hereinbefore provided, and
unless also the Holders of Certificates of any Class evidencing in the
aggregate not less than 25% of the related Percentage Interests of such
Class, shall have made written request upon the Trustee to institute such
action, suit or proceeding in its own name as Trustee hereunder and shall
have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice,
request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and
intended, and being expressly covenanted by each Certificateholder with
every other Certificateholder and the Trustee, that no one or more Holders
of Certificates of any Class shall have any right in any
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manner whatever by virtue of any provision of this Agreement to affect,
disturb or prejudice the rights of the Holders of any other of such
Certificates of such Class or any other Class, or to obtain or seek to
obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and
for the common benefit of Certificateholders of such Class or all Classes,
as the case may be. For the protection and enforcement of the provisions
of this Section 11.03, each and every Certificateholder and the Trustee
shall be entitled to such relief as can be given either at law or in
equity.
SECTION 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
SECTION 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be deemed
to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee which shall be deemed to have
been duly given only when received), to (a) in the case of the Company, 8400
Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota 55437, Attention:
President, or such other address as may hereafter be furnished to the Master
Servicer and the Trustee in writing by the Company, (b) in the case of the
Master Servicer, 10 Universal City Plaza, Suite 2100, Universal City, California
91608, Attention: Master Servicer or such other address as may be hereafter
furnished to the Company and the Trustee by the Master Servicer in writing, (c)
in the case of the Trustee, Corporate Trust Services Division, 3 Park Plaza,
Irvine, California 92614, Attention: Residential Funding Corporation Series
1998-S29 or such other address as may hereafter be furnished to the Company and
the Master Servicer in writing by the Trustee, (d) in the case of Fitch IBCA,
One State Street Plaza, New York, New York 10004, or such other address as may
hereafter be furnished to the Company, the Trustee and the Master Servicer in
writing by Fitch IBCA, and (e) in the case of Standard & Poor's, 25 Broadway,
New York, New York 10004 or such other address as may be hereafter furnished to
the Company, the Trustee and the Master Servicer by Standard & Poor's. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such holder as shown in
the Certificate Register.
SECTION 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
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(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket
fidelity bond and the errors and omissions insurance policy required by
Section 3.12 or the cancellation or modification of coverage under any
such instrument,
(e) the statement required to be delivered to the Holders of each
Class of Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18
and 3.19,
(g) a change in the location of the Custodial Account or the
Certificate Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders
of any Class of Certificates resulting from the failure by the Master
Servicer to make an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan;
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
SECTION 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
SECTION 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be
held by the Trustee pursuant to a Supplemental Article. The instrument adopting
such Supplemental Article shall be executed by the Company, the Master Servicer
and the Trustee; provided, that neither the Master Servicer nor the Trustee
shall withhold their consent thereto if their respective interests would not be
materially adversely affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any
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provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
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IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized and their respective seals, duly attested, to be hereunto
affixed, all as of the day and year first above written.
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
[Seal]
By:
Name: Randy Van Zee
Title: Vice President
Attest:
Name: Timothy A. Kruse
Title: Vice President
RESIDENTIAL FUNDING
CORPORATION
[Seal]
By:
Name: Timothy A. Kruse
Title: Director
Attest:
Name: Randy Van Zee
Title: Director
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
123
<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 Randy Van Zee, known to me to be a Vice
President of Residential Funding Mortgage Securities I, Inc., one of the
corporations that executed the within instrument, and also known to me to be the
person who executed it on behalf of said corporation, and acknowledged to me
that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 30th day of December, 1998 before me, a notary public in and
for said State, personally appeared Timothy A. Kruse, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 30th day of December, 1998 before me, a notary public in and
for said State, personally appeared ________________, known to me to be a Vice
President of Bankers Trust Company, the New York banking corporation that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said New York banking corporation, and acknowledged to
me that such New York banking 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.
[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]
[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 PREPAYMENT SPEED
ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT
PASS-THROUGH RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS
BEEN ISSUED WITH NO MORE THAN $_____ OF OID PER [$1,000] [$100,000] OF [INITIAL
CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS ___%
AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN
$_______ PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE]
[NOTIONAL AMOUNT], COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS
MADE THAT THE MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH
RATE.]
A-1
<PAGE>
Certificate No. ____ [___]% [Variable]Pass-Through Rate [based on a
Notional Amount]
Class A-__ Senior Percentage Interest: [___]%
Date of Pooling and Servicing
Agreement and Cut-off Date:
December 1, 1998
ggregate [Initial Certificate Principal Balance] [Notional
Amount] of the Class A-_____ Certificates:
$-------------
First Distribution Date:
January 25, 1999
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [Class A-V] [Subclass] [Notional Amount] of
Corporation this
Certificate: $_____________
Assumed Final CUSIP: _________-_____
Distribution Date:
December 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE
Series 1998-S29
evidencing a percentage interest in the distributions allocable to the
Class A-__ Certificates with respect to a Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee referred to below or GMAC
Mortgage Group, Inc. or any of their affiliates. Neither this Certificate nor
the underlying Mortgage Loans are guaranteed or insured by any governmental
agency or instrumentality or by Residential Funding Mortgage Securities I, Inc.,
the Master Servicer, the Trustee or GMAC Mortgage Group, Inc. or any of their
affiliates. None of the Company, the Master Servicer, GMAC Mortgage Group, Inc.
or any of their affiliates will have any obligation with respect to any
certificate or other obligation secured by or payable from payments on the
Certificates.
This certifies that [Cede & Co.] is the registered owner of the Percentage
Interest evidenced by this Certificate [(obtained by dividing the [Initial
Certificate Principal Balance] [Initial Class A-V Notional Amount] of this
Certificate by the aggregate [Initial Certificate Principal Balance of all
A-2
<PAGE>
Class A-___ Certificates] [Initial Class A-V Notional Amounts of all Class A-V
Certificates], both as specified above)] in certain distributions with respect
to the Trust Fund consisting primarily of an interest in a pool of conventional
one- to four-family fixed interest rate first mortgage loans (the "Mortgage
Loans"), formed and sold by Residential Funding Mortgage Securities I, Inc.
(hereinafter called the "Company," which term includes any successor entity
under the Agreement referred to below). The Trust Fund was created pursuant to a
Pooling and Servicing Agreement dated as specified above (the "Agreement") among
the Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount [(of interest and principal, if
any)] required to be distributed to Holders of Class A-__ Certificates on such
Distribution Date. The Class A-V Notional Amount of the Class A-V Certificates
as of any date of determination is equal to the aggregate Stated Principal
Balance of the Mortgage Loans corresponding to the Uncertificated REMIC Regular
Interests represented by such Class A-V Certificates.] [The Subclass Notional
Amount of the Class A-V-[ ] Certificates as of any date of determination is
equal to the aggregate Stated Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-V-[ ] Certificates immediately prior to such date.] [The Class A-V[- ]
Certificates have no Certificate Principal Balance.]
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. [The [Initial
Certificate Principal Balance] [Initial Class A-V Notional Amount] [Initial
Subclass Notional Amount] of this Certificate is set forth above.] [The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.]
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Pass-Through Certificates of the
Series specified hereon (herein collectively
A-3
<PAGE>
called the "Certificates").
The Certificates are limited in right of payment to certain collections
and recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate Registrar
and any agent
A-4
<PAGE>
of the Company, the Master Servicer, the Trustee or the Certificate Registrar
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class A-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
A-6
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto__________________________________________________________________________
______ (Please print or typewrite name and address including postal zip code of
assignee) a Percentage Interest evidenced by the within Mortgage Pass-Through
Certificate and hereby authorizes the transfer of registration of such interest
to assignee on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:_______________________________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_______________________________________________________________________
____________________________________________for the account of
______________________ account number, or, if mailed by check, to
____________________ Applicable statements should be mailed
to______________________________________
This information is provided by ______________________________, the
assignee named above, or ______________________________________________, as its
agent.
A-7
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR
CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
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 PREPAYMENT SPEED 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 PREPAYMENT SPEED ASSUMPTION OR AT ANY OTHER RATE.
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 CODE
AND STATING, AMONG OTHER THINGS, THAT THE TRANSFEREE'S ACQUISITION OF THIS
CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
UNDER SECTION 406 OF ERISA
B-1
<PAGE>
OR SECTION 4975 OF THE CODE OR (B) A REPRESENTATION LETTER, IN THE FORM
DESCRIBED IN 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").
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:
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.
B-2
<PAGE>
Certificate No. ___ 6.25% Pass-Through Rate
Class M-_______ Subordinate Aggregate Certificate Principal Balance
of the Class M Certificates:
$---------------
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate:
December 1, 1998 $_______________
First Distribution Date: CUSIP: _________-_____
January 25, 1999
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
December 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S29
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 Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the 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
B-3
<PAGE>
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class M-__
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
As described above, no transfer of this Class M Certificate will be
made unless (i) the Trustee has received either an opinion of counsel or a
representation letter, each as described in the Agreement, relating to the
permissibility of such transfer under ERISA and Section 4975 of the Code, or
(ii) this Certificate is held by a Depository, in which case the Transferee will
be deemed to have made representations relating to the permissibility of such
transfer under ERISA and Section 4975 of the Code, as described in Section
5.02(e) of the Agreement. In addition, 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").
B-4
<PAGE>
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or more new
Certificates of authorized denominations evidencing the same Class and aggregate
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither
B-5
<PAGE>
the Company, the Master Servicer, the Trustee nor any such agent shall be
affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class M-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
B-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto__________________________________________________________________________
______________________________________ (Please print or typewrite name and
address including postal zip code of assignee) a Percentage Interest evidenced
by the within Mortgage Pass-Through Certificate and hereby authorizes the
transfer of registration of such interest to assignee on the Certificate
Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:_______________________________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_________________________________________________________________for the account
of ________________________________________________________ account number
_______________________ or, if mailed by check,
to________________________________ ____________ statements should be mailed to
_____________________________________
This information is provided
by__________________________________________
________________________________________________, the assignee named above, or
___________________________________________, as its agent.
B-8
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR CERTIFICATES
AND CLASS M CERTIFICATES [AND CLASS B-1] [CLASS B-2 CERTIFICATES] AS DESCRIBED
IN THE AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED, ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS DECEMBER 30, 1998. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 275% OF THE PREPAYMENT SPEED 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 PREPAYMENT SPEED
ASSUMPTION OR AT ANY OTHER RATE.
C-1
<PAGE>
Certificate No. __ 6.25% Pass-Through Rate
Class B-__ Subordinate Aggregate Certificate
Principal Balance
of the Class B-__
Certificates as of
$---------------
Date of Pooling and Servicing Agreement and Initial Certificate Principal
Cut-off Date: Balance of this Certificate:
December 1, 1998 $_______________
First Distribution Date:
January 25, 1999
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S29
evidencing a percentage interest in any distributions allocable to the
Class B-__ Certificates with respect to the Trust Fund consisting
primarily of a pool of conventional one- to four-family fixed interest
rate first mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that Residential Funding Mortgage Securities I, Inc.
is the registered owner of the Percentage Interest evidenced by this Certificate
(obtained by dividing the Certificate Principal Balance of this Certificate by
the aggregate Certificate Principal Balance of all Class B-__ Certificates, both
as specified above) in certain distributions with respect to a Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement referred
to below). The Trust Fund was created pursuant to a Pooling and Servicing
Agreement dated as
C-2
<PAGE>
specified above (the "Agreement") among the Company, the Master Servicer and
Bankers Trust Company, as trustee (the "Trustee"), a summary of certain of the
pertinent provisions of which is set forth hereafter. To the extent not defined
herein, the capitalized terms used herein have the meanings assigned in the
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing on the
first Distribution Date specified above, to the Person in whose name this
Certificate is registered at the close of business on the last day (or if such
last day is not a Business Day, the Business Day immediately preceding such last
day) of the month next preceding the month of such distribution (the "Record
Date"), from the Available Distribution Amount in an amount equal to the product
of the Percentage Interest evidenced by this Certificate and the amount (of
interest and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
the distributions allocable to principal and any Realized Losses allocable
hereto.
No transfer of this Class B Certificate will be made unless such
transfer is exempt from the registration requirements of the Securities Act of
1933, as amended, and any applicable state securities laws or is made in
accordance with said Act and laws. In the event that such a transfer is to be
made, (i) the Trustee or the Company may require an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee and the
Company that such transfer is exempt (describing the applicable exemption and
the basis therefor) from or is being made pursuant to the registration
requirements of the Securities Act of 1933, as amended, and of any applicable
statute of any state and (ii) the transferee shall execute an investment letter
in the form described by the Agreement. The Holder hereof desiring to effect
such transfer shall, and does hereby agree to, indemnify the Trustee, the
Company, the Master Servicer and the Certificate Registrar acting on behalf of
the Trustee against any liability that may result if the transfer is not so
exempt or is not made in accordance with such Federal and state laws. In
connection with any such transfer, the Trustee will also require either (i) an
opinion of counsel acceptable to and in form and substance satisfactory to the
Trustee, the Company and the Master Servicer with respect to the permissibility
of such transfer under the Employee Retirement Income Security Act of 1974, as
amended ("ERISA") and Section 4975 of the Internal Revenue Code (the "Code") and
stating, among other
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<PAGE>
things, that the transferee's acquisition of a Class B Certificate will not
constitute or result in a non-exempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code or (ii) a representation letter, in the form
as described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections I
and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates
issued in several Classes designated as Mortgage Pass-Through Certificates of
the Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. In the event Master Servicer
funds are advanced with respect to any Mortgage Loan, such advance is
reimbursable to the Master Servicer, to the extent provided in the Agreement,
from related recoveries on such Mortgage Loan or from other cash that would have
been distributable to Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account
and/or the Certificate Account created for the benefit of Certificateholders may
be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies appointed by the Trustee in the City and
State of New York, duly endorsed by, or accompanied by an assignment in the form
below or other written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the Holder hereof or such
Holder's attorney duly authorized in writing, and thereupon one or
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<PAGE>
more new Certificates of authorized denominations evidencing the same Class and
aggregate Percentage Interest will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
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<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
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<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto__________________________________________________________________________
__________________________________(Please print or typewrite name and address
including postal zip code of assignee) a Percentage Interest evidenced by the
within Mortgage Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:_______________________________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in
immediately available funds to
_______________________________________________________________________
______________________________________________________________ the account of
____________________________________________number ____________________________
or, if mailed by check, to______________________________________ statements
should be mailed
to________________________________________________________________________
- -------------------------------------------------------------------------------.
This information is provided by _______________________________, the
assignee named above, or
_______________________________________________________, as its agent.
C-7
<PAGE>
EXHIBIT D
FORM OF CLASS R CERTIFICATE
THIS CERTIFICATE MAY NOT BE HELD BY OR TRANSFERRED TO A NON-UNITED STATES PERSON
OR A DISQUALIFIED ORGANIZATION (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "RESIDUAL
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(E) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
ANY RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
IF THE PROPOSED TRANSFEREE PROVIDES A TRANSFER AFFIDAVIT TO THE MASTER SERVICER
AND THE TRUSTEE THAT (1) SUCH TRANSFEREE IS NOT (A) THE UNITED STATES, ANY STATE
OR POLITICAL SUBDIVISION THEREOF, ANY POSSESSION OF THE UNITED STATES, OR ANY
AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING (OTHER THAN AN INSTRUMENTALITY
WHICH IS A CORPORATION IF ALL OF ITS ACTIVITIES ARE SUBJECT TO TAX AND EXCEPT
FOR THE FHLMC, A MAJORITY OF ITS BOARD OF DIRECTORS IS NOT SELECTED BY SUCH
GOVERNMENTAL UNIT), (B) A FOREIGN GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR
ANY AGENCY OR INSTRUMENTALITY OF EITHER OF THE FOREGOING, (C) ANY ORGANIZATION
(OTHER THAN CERTAIN FARMERS' COOPERATIVES DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE (INCLUDING
THE TAX IMPOSED BY SECTION 511 OF THE CODE ON UNRELATED BUSINESS TAXABLE
INCOME), (D) RURAL ELECTRIC AND TELEPHONE COOPERATIVES DESCRIBED IN SECTION
1381(A)(2)(C) OF THE CODE, (E) AN ELECTING LARGE PARTNERSHIP UNDER SECTION
775(A) OF THE CODE (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (A), (B),
(C), (D) OR (E) BEING HEREIN REFERRED TO AS A "DISQUALIFIED ORGANIZATION"), OR
(F) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2) NO PURPOSE OF SUCH TRANSFER IS
TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND (3) SUCH TRANSFEREE SATISFIES
CERTAIN ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE.
D-1
<PAGE>
NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OR ANY TRANSFER,
SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR
AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE
OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE
A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO,
THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE CONSENTED
TO THE PROVISIONS OF THIS PARAGRAPH.
D-2
<PAGE>
Certificate No. ___ 6.25% Pass-Through Rate
Class R Senior Certificate Aggregate Initial
Principal Balance of the class R
Certificates:
$100.00
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate:
December 1, 1998 $____________
First Distribution Date: Percentage Interest:
January 25, 1999 ____________%
Master Servicer: CUSIP ____________ - ___________
Residential Funding Corporation
Assumed Final Distribution Date:
December 25, 2013
MORTGAGE PASS-THROUGH CERTIFICATE,
Series 1998-S29
evidencing a percentage interest in any distributions allocable to the
Class R Certificates with respect to the Trust Fund consisting primarily
of a pool of conventional one- to four-family fixed interest rate first
mortgage loans formed and sold by RESIDENTIAL FUNDING MORTGAGE SECURITIES
I, INC.
This Certificate is payable solely from the assets of the Trust
Fund, and does not represent an obligation of or interest in Residential Funding
Mortgage Securities I, Inc., the Master Servicer, the Trustee referred to below
or GMAC Mortgage Group, Inc. or any of their affiliates. Neither this
Certificate nor the underlying Mortgage Loans are guaranteed or insured by any
governmental agency or instrumentality or by Residential Funding Mortgage
Securities I, Inc., the Master Servicer, the Trustee or GMAC Mortgage Group,
Inc. or any of their affiliates. None of the Company, the Master Servicer, GMAC
Mortgage Group, Inc. or any of their affiliates will have any obligation with
respect to any certificate or other obligation secured by or payable from
payments on the Certificates.
This certifies that _________________________ is the registered
owner of the Percentage Interest evidenced by this Certificate (obtained by
dividing the Initial Certificate Principal Balance of this Certificate by the
aggregate Initial Certificate Principal Balance of all Class R Certificates,
both as specified above) in certain distributions with respect to the Trust Fund
consisting primarily of a pool of conventional one- to four-family fixed
interest rate first mortgage loans (the "Mortgage Loans"), formed and sold by
Residential Funding Mortgage Securities I, Inc. (hereinafter called the
"Company," which term includes any successor entity under the Agreement
D-3
<PAGE>
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 Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made
on the 25th day of each month or, if such 25th day is not a Business Day, the
Business Day immediately following (the "Distribution Date"), commencing as
described in the Agreement, to the Person in whose name this Certificate is
registered at the close of business on the last day (or if such last day is not
a Business Day, the Business Day immediately preceding such last day) of the
month immediately preceding the month of such distribution (the "Record Date"),
from the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class R
Certificates on such Distribution Date.
Each Holder of this Certificate will be deemed to have agreed to be
bound by the restrictions set forth in the Agreement to the effect that (i) each
person holding or acquiring any Ownership Interest in this Certificate must be a
United States Person and a Permitted Transferee, (ii) the transfer of any
Ownership Interest in this Certificate will be conditioned upon the delivery to
the Trustee of, among other things, an affidavit to the effect that it is a
United States Person and Permitted Transferee, (iii) any attempted or purported
transfer of any Ownership Interest in this Certificate in violation of such
restrictions will be absolutely null and void and will vest no rights in the
purported transferee, and (iv) if any person other than a United States Person
and a Permitted Transferee acquires any Ownership Interest in this Certificate
in violation of such restrictions, then the Company will have the right, in its
sole discretion and without notice to the Holder of this Certificate, to sell
this Certificate to a purchaser selected by the Company, which purchaser may be
the Company, or any affiliate of the Company, on such terms and conditions as
the Company may choose.
Notwithstanding the above, the final distribution on this
Certificate will be made after due notice of the pendency of such distribution
and only upon presentation and surrender of this Certificate at the office or
agency appointed by the Trustee for that purpose in the City and State of New
York. The Initial Certificate Principal Balance of this Certificate is set forth
above. The Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.
Notwithstanding the reduction of the Certificate Principal Balance hereof to
zero, this Certificate will remain outstanding under the Agreement and the
Holder hereof may have additional obligations with respect to this Certificate,
including tax liabilities, and may be entitled to certain additional
distributions hereon, in accordance with the terms and provisions of the
Agreement.
No transfer of this Class R Certificate will be made unless the
Trustee has received either (i) an opinion of counsel acceptable to and in form
and substance satisfactory to the Trustee, the Company and the Master Servicer
with respect to the permissibility of such transfer under the
D-4
<PAGE>
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 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.
D-5
<PAGE>
The Certificates are issuable only as registered Certificates
without coupons in Classes and in denominations specified in the Agreement. As
provided in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Trustee may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance
with the laws of the State of New York.
The obligations created by the Agreement in respect of the
Certificates and the Trust Fund created thereby shall terminate upon the payment
to Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this
Certificate set forth on the reverse hereof, which further provisions shall for
all purpose have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be
duly executed.
Dated:
BANKERS TRUST COMPANY
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class R Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
D-7
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s)
unto_____________________________________________________________________Please
print or typewrite name and address including postal zip code of assignee) a
Percentage Interest evidenced by the within Mortgage Pass-Through Certificate
and hereby authorizes the transfer of registration of such interest to assignee
on the Certificate Register of the Trust Fund.
I (We) further direct the Certificate Registrar to issue a new
Certificate of a like denomination and Class, to the above named assignee and
deliver such Certificate to the following
address:_______________________________________________________________________
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of
distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to
_____________________________________________________________________ the
account
of_______________________________________________________________________ number
_____________________, or, if mailed by check,
to______________________________________ statements should be mailed to
- ------------------------------------------------------.
This information is provided by ________________________________,
the assignee named above, or
____________________________________________________, as its agent.
D-8
<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 BANKERS TRUST
COMPANY, AS TRUSTEE (INCLUDING ITS SUCCESSORS UNDER THE POOLING AGREEMENT
DEFINED BELOW, THE "TRUSTEE"), RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.
(TOGETHER WITH ANY SUCCESSOR IN INTEREST, THE "COMPANY"), RESIDENTIAL FUNDING
CORPORATION, AS MASTER SERVICER (TOGETHER WITH ANY SUCCESSOR IN INTEREST OR
SUCCESSOR UNDER THE POOLING AGREEMENT REFERRED TO BELOW, THE "MASTER SERVICER"),
AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (TOGETHER WITH ANY SUCCESSOR IN
INTEREST OR ANY SUCCESSOR APPOINTED HEREUNDER, THE "CUSTODIAN").
W I T N E S S E T H T H A T :
WHEREAS, THE COMPANY, THE MASTER SERVICER, AND THE TRUSTEE HAVE
ENTERED INTO A POOLING AND SERVICING AGREEMENT DATED AS OF DECEMBER 1, 1998,
RELATING TO THE ISSUANCE OF RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC.,
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998- S29 (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 1
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.
ARTICLE 2
Custody of Mortgage Documents
SECTION 2.01 Custodian to Act as Agent; Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage
E-1
<PAGE>
Files") and declares that it holds and will hold the Mortgage Files as agent for
the Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
SECTION 2.02 Recordation of Assignments. If any Mortgage File includes one
or more assignments to the Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Company for the purpose of recording it in the appropriate public office
for real property records, and the Company, at no expense to the Custodian,
shall promptly cause to be recorded in the appropriate public office for real
property records each such assignment and, upon receipt thereof from such public
office, shall return each such assignment to the Custodian.
SECTION 2.03 Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver
to the Trustee an Initial Certification in the form annexed hereto as Exhibit
One evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates,
the Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. In the event that any
Mortgage Note or Assignment of Mortgage has been delivered to the Custodian by
the Company in blank, the Custodian, upon the direction of the Company, shall
cause each such Mortgage Note to be endorsed to the Trustee and each such
Assignment of Mortgage to be completed in the name of the Trustee prior to the
date on which such Interim Certification is delivered to the Trustee. Within 45
days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to e on
their face. If in performing the review required by this Section 2.03 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a Servicing Officer, that the
Master Servicer or a Subservicer, as the case may be, has made a deposit into
the Certificate Account in payment for the purchase of the related Mortgage Loan
in an amount equal to the Purchase Price for such Mortgage Loan, the Custodian
shall release to the Master Servicer the related Mortgage File.
E-2
<PAGE>
(c) Upon receipt of all documents required to be in the Mortgage
Files the Custodian shall deliver to the Trustee a Final Certification in the
form annexed hereto as Exhibit Three evidencing the completeness of the Mortgage
Files.
Upon receipt of written request from the Trustee, the Custodian shall as
soon as practicable supply the Trustee with a list of all of the documents
relating to the Mortgage Loans then contained in the Mortgage Files.
SECTION 2.04 Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Master Servicer or the Company as set forth in the Pooling Agreement
or by a Seller in a Seller's Agreement or by Residential Funding or the Company
in the Assignment Agreement with respect to a Mortgage Loan relating to a
Mortgage File, the Custodian shall give prompt written notice to the Company,
the Master Servicer and the Trustee.
SECTION 2.05 Custodian to Cooperate; Release of Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or
foreclosures of any Mortgage Loan, including, for this purpose, collection under
any Primary Insurance Policy or any Mortgage Pool Insurance Policy, the Master
Servicer shall deliver to the Custodian a certificate of a Servicing Officer
requesting that possession of the Mortgage File be released to the Master
Servicer and certifying as to the reason for such release and that such release
will not invalidate any insurance coverage provided in respect of the Mortgage
Loan under any of the Required Insurance Policies. With such certificate, the
Master Servicer shall deliver to the Custodian a trust receipt signed by a
Servicing Officer on behalf of the Master Servicer, and upon receipt of the
foregoing, the Custodian shall deliver the Mortgage File to the Master Servicer.
The Master Servicer shall cause each Mortgage File so released to be returned to
the Custodian when the need therefor by the Master Servicer no longer exists,
unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
relating to the Mortgage Loan have been deposited in the Custodial Account or
(ii) the Mortgage File or any document therein has been delivered to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered to the Custodian a certificate of a Servicing
Officer certifying as to the name and address of the Person to which such
Mortgage File or such document was delivered and the purpose or purposes of such
delivery. In the event of the liquidation of a Mortgage Loan,
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<PAGE>
the Custodian shall deliver the Trust Receipt with respect thereto to the Master
Servicer upon deposit of the related Liquidation Proceeds in the Custodial
Account as provided in the Pooling Agreement. In addition, upon the request of
the Master Servicer, the Custodian will send to the Master Servicer copies of
any documents contained in the Mortgage File so requested.
SECTION 2.06 Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE 3
Concerning the Custodian
SECTION 3.01 Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.05 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Mortgage File
shall be delivered by the Custodian to the Company or the Master Servicer or
otherwise released from the possession of the Custodian.
SECTION 3.02 Indemnification. The Company hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reason of its acting as custodian under
this Agreement, including indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fee or charge shall have been
caused by reason of any negligent act, negligent failure to act or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
SECTION 3.03 Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
SECTION 3.04 Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer
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<PAGE>
covenants and agrees to pay to the Custodian from time to time, and the
Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
SECTION 3.05 Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.07
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 3.05 shall
become effective upon acceptance of appointment by the successor Custodian. The
Trustee shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
SECTION 3.06 Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
SECTION 3.07 Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE 4
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<PAGE>
Miscellaneous Provisions
SECTION 4.01 Notices. All notices, requests, consents and demands and other
communications required under this Agreement or pursuant to any other instrument
or document delivered hereunder shall be in writing and, unless otherwise
specifically provided, may be delivered personally, by telegram or telex, or by
registered or certified mail, postage prepaid, return receipt requested, at the
addresses specified on the signature page hereof (unless changed by the
particular party whose address is stated herein by similar notice in writing),
in which case the notice will be deemed delivered when received.
SECTION 4.02 Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Company, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with
written copies thereof.
SECTION 4.03 Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
SECTION 4.04 Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
SECTION 4.05 Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
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<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first
above written.
Address: BANKERS TRUST COMPANY,
as Trustee
3 Park Plaza
Irvine, California 92614
Attention: RFMSI, Series 1998-S29
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
CORPORATION,
as Master Servicer
8400 Normandale Lake Boulevard,
Suite 700
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title: Trust Officer
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<PAGE>
STATE OF CALIFORNIA )
) SS.:
COUNTY OF ORANGE )
ON THE 30TH DAY OF DECEMBER, 1998, BEFORE ME, A NOTARY PUBLIC IN AND
FOR SAID STATE, PERSONALLY APPEARED _______________________, KNOWN TO ME TO BE A
VICE PRESIDENT OF BANKERS TRUST COMPANY, A NATIONAL BANKING ASSOCIATION THAT
EXECUTED THE WITHIN INSTRUMENT, AND ALSO KNOWN TO ME TO BE THE PERSON WHO
EXECUTED IT ON BEHALF OF SAID CORPORATION AND ACKNOWLEDGED TO ME THAT SUCH
CORPORATION EXECUTED THE WITHIN INSTRUMENT.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY
OFFICIAL SEAL THE DAY AND YEAR IN THIS CERTIFICATE FIRST ABOVE WRITTEN.
NOTARY PUBLIC
[SEAL]
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<PAGE>
STATE OF MINNESOTA )
) SS.:
COUNTY OF HENNEPIN )
ON THE 30TH DAY OF DECEMBER, 1998, BEFORE ME, A NOTARY PUBLIC IN AND
FOR SAID STATE, PERSONALLY APPEARED ________________, KNOWN TO ME TO BE A TRUST
OFFICER OF NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, 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]
E-10
<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 ________________, 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 ________________, KNOWN TO ME TO BE A
DIRECTOR OF RESIDENTIAL FUNDING CORPORATION, ONE OF THE CORPORATIONS THAT
EXECUTED THE WITHIN INSTRUMENT, AND ALSO KNOWN TO ME TO BE THE PERSON WHO
EXECUTED IT ON BEHALF OF SAID CORPORATION, AND ACKNOWLEDGED TO ME THAT SUCH
CORPORATION EXECUTED THE WITHIN INSTRUMENT.
IN WITNESS WHEREOF, I HAVE HEREUNTO SET MY HAND AND AFFIXED MY
OFFICIAL SEAL THE DAY AND YEAR IN THIS CERTIFICATE FIRST ABOVE WRITTEN.
NOTARY PUBLIC
[NOTARIAL SEAL]
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<PAGE>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
DECEMBER 30, 1998
BANKERS TRUST COMPANY
3 PARK PLAZA
IRVINE, CALIFORNIA 92614
ATTENTION: RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., SERIES 1998-S29
RE: CUSTODIAL AGREEMENT DATED AS OF DECEMBER 1, 1998, BY AND AMONG BANKERS
TRUST COMPANY, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., RESIDENTIAL
FUNDING CORPORATION AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
MORTGAGE PASS- THROUGH CERTIFICATES, SERIES 1998-S29
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 AN ORIGINAL 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
BANKERS TRUST COMPANY
3 PARK PLAZA
IRVINE, CALIFORNIA 92614
ATTENTION: RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., SERIES 1998-S29
RE: CUSTODIAL AGREEMENT DATED AS OF DECEMBER 1, 1998, BY AND AMONG BANKERS
TRUST COMPANY, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., RESIDENTIAL
FUNDING CORPORATION AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
MORTGAGE PASS- THROUGH CERTIFICATES, SERIES 1998-S29
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
BANKERS TRUST COMPANY
3 PARK PLAZA
IRVINE, CALIFORNIA 92614
ATTENTION: RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., SERIES 1998-S29
RE: CUSTODIAL AGREEMENT DATED AS OF DECEMBER 1, 1998, BY AND AMONG BANKERS
TRUST COMPANY, RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., RESIDENTIAL
FUNDING CORPORATION AND NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,
MORTGAGE PASS- THROUGH CERTIFICATES, SERIES 1998-S29
LADIES AND GENTLEMEN:
IN ACCORDANCE WITH SECTION 2.03 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
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
<PAGE>
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
<PAGE>
SECURED PARTY, EACH IN A FORM SUFFICIENT FOR FILING, EVIDENCING THE
INTEREST OF SUCH DEBTORS IN THE COOPERATIVE LOANS.
CAPITALIZED WORDS AND PHRASES USED HEREIN SHALL HAVE THE RESPECTIVE
MEANINGS ASSIGNED TO THEM IN THE ABOVE-CAPTIONED CUSTODIAL AGREEMENT.
NORWEST BANK MINNESOTA, NATIONAL
ASSOCIATION
BY:
NAME:
TITLE:
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 12/22/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 09.56.28 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RFMSI I 1998-S29 CUTOFF : 12/01/98
POOL : 0004343
:
:
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 #
______________________________________________________________________________
1736039 A06/G01 F 447,000.00 ZZ
180 447,000.00 1
4450 PONTIAC TRAIL 6.750 3,955.55 32
6.500 3,955.55 1,400,000.00
ORCHARD LAKE MI 48323 5 11/04/98 00
0431121755 05 01/01/99 0
0009813954 O 12/01/13
0
1737394 B24/K06 F 650,000.00 ZZ
180 639,953.72 1
11 LONDONDERRY DRIVE 7.375 5,979.50 65
7.125 5,979.50 1,000,000.00
GREENWICH CT 06830 2 06/05/98 00
0430828103 05 08/01/98 0
00 O 07/01/13
0
1741807 638/K06 F 234,500.00 ZZ
180 229,157.50 1
17901 WHEATRIDGE DRIVE 7.500 2,173.84 79
7.250 2,173.84 300,000.00
GERMANTOWN MD 20874 2 04/16/98 00
0430811422 03 06/01/98 0
8728211 O 05/01/13
0
1749801 A52/K06 F 42,395.00 ZZ
180 41,590.75 1
302 26TH STREET NORTH 7.250 387.01 80
7.000 387.01 53,000.00
OPELIKA AL 36801 2 05/26/98 00
0430819292 05 07/01/98 0
1
6003 O 06/01/13
0
1750196 025/025 F 265,000.00 ZZ
173 257,703.26 1
13744 PLAINVIEW ROAD 7.125 2,455.05 70
6.875 2,455.05 380,000.00
ODESSA FL 33556 4 04/15/98 00
812335 05 05/01/98 0
812335 O 09/01/12
0
1779760 299/K06 F 460,000.00 ZZ
180 450,868.95 1
3021 SEA PINES PLACE 6.875 4,102.54 80
6.625 4,102.54 575,000.00
LEAGUE CITY TX 77573 1 06/02/98 00
0430927830 03 07/01/98 0
0000875344 O 06/01/13
0
1784434 A06/G01 F 352,000.00 ZZ
180 348,720.43 1
37702 CHERRY HILL 7.250 3,213.28 54
7.000 3,213.28 660,000.00
FARMINGTON HILL MI 48331 5 08/07/98 00
0430993428 05 10/01/98 0
001000009810195 O 09/01/13
0
1784778 L47/G01 F 328,000.00 ZZ
180 326,976.37 1
1114 GAINSBORO ROAD 7.125 2,971.13 77
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LOWER MERION TO PA 19004 2 10/14/98 00
0431101773 05 12/01/98 0
1784778 O 11/01/13
0
1787930 H87/G01 F 255,000.00 ZZ
180 254,212.83 1
151 - 24 12TH ROAD 7.250 2,327.80 73
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WHITESTONE NY 11357 5 10/06/98 00
0431061456 05 12/01/98 0
9807559 O 11/01/13
0
1
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180 65,000.00 1
1316 CENTRAL AVE 7.250 593.37 23
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UNION CITY NJ 07087 5 11/06/98 00
0431117662 05 01/01/99 0
01794294 O 12/01/13
0
1796354 L86/G01 F 376,000.00 ZZ
180 376,000.00 1
1917 GRANT AVENUE 6.750 3,327.26 80
6.500 3,327.26 470,000.00
REDONDO BEACH CA 90278 1 11/04/98 00
0431109016 05 01/01/99 0
60077 O 12/01/13
0
1797130 A59/G01 F 115,000.00 ZZ
180 114,644.99 1
11371 EAST FRENCH LAKE ROAD 7.250 1,049.80 43
7.000 1,049.80 270,000.00
OSSEO MN 55369 5 10/27/98 00
0431090232 05 12/01/98 0
1797130 O 11/01/13
0
1798892 G34/G01 F 102,000.00 ZZ
180 101,368.36 2
15441 AND 15449 TUBA STREET 7.250 931.12 67
7.000 931.12 153,000.00
MISSION HILLS CA 91345 2 09/16/98 00
0431116052 05 11/01/98 0
1018661 O 10/01/13
0
1802647 702/702 F 264,000.00 ZZ
156 264,000.00 1
182 FOREST'S EDGE 6.500 2,511.14 74
6.250 2,511.14 360,000.00
HINESBURG VT 05461 2 10/28/98 00
2058352 05 01/01/99 0
2058352 O 12/01/11
0
1804100 F59/G01 F 118,000.00 ZZ
180 117,651.37 1
26 PARKRIDGE ROAD 7.750 1,110.71 62
7.500 1,110.71 192,500.00
1
WAYLAND MA 01778 5 09/28/98 00
0431064989 05 12/01/98 0
0000 O 11/01/13
0
1805874 116/116 F 338,400.00 ZZ
180 336,211.78 1
10 ARGONNE PLACE 6.750 2,994.54 80
6.500 2,994.54 423,000.00
THE WOODLANDS TX 77382 1 09/25/98 00
UNKNOWN 03 11/01/98 0
UNKNOWN O 10/01/13
0
1809193 K21/G01 F 350,000.00 ZZ
180 350,000.00 1
229 SHERMAN CANAL 7.000 3,145.90 44
6.750 3,145.90 800,000.00
LOS ANGELES CA 90291 5 11/04/98 00
0431116789 05 01/01/99 0
9810211 O 12/01/13
0
1809378 A06/G01 F 526,500.00 ZZ
180 524,820.79 1
32550 ROCK RIDGE LANE 6.875 4,695.62 44
6.625 4,695.62 1,200,000.00
FARMINGTON HILL MI 48334 2 10/08/98 00
0431090877 05 12/01/98 0
0000 O 11/01/13
0
1809664 526/526 F 347,000.00 ZZ
180 343,767.04 1
20 BERGAMO 7.250 3,167.63 74
7.000 3,167.63 470,000.00
LAGUNA NIGUEL CA 92677 2 08/17/98 00
332636 03 10/01/98 0
332636 O 09/01/13
0
1810152 201/G01 F 318,700.00 ZZ
180 316,704.88 1
5750 MIDNIGHT PASS ROAD #101 7.125 2,886.89 75
6.875 2,886.89 425,000.00
SARASOTA FL 34242 5 08/28/98 00
0431040344 08 11/01/98 0
5490965703 O 10/01/13
0
1
1810312 144/G01 F 700,000.00 ZZ
180 697,743.13 1
LOT 13 LILY POND PLACE 6.750 6,194.37 73
6.500 6,194.37 965,900.00
MOUNT PLEASANT NY 10510 4 10/21/98 00
0431088525 05 12/01/98 0
160612580 O 11/01/13
0
1810464 H60/G01 F 150,000.00 ZZ
180 147,149.19 1
209 CHERRY HILL LANE 7.125 1,358.75 73
6.875 1,358.75 207,000.00
LAUREL MD 20724 2 05/26/98 00
0431044411 03 07/01/98 0
00000 O 06/01/13
0
1811095 369/G01 F 256,251.00 ZZ
180 252,988.75 1
9025 KIRKHAM COURT 7.000 2,303.26 72
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INDIANAPOLIS IN 46260 2 07/30/98 00
0431060029 03 09/01/98 0
0070539366 O 08/01/13
0
1811404 A06/G01 F 313,400.00 ZZ
180 312,400.44 1
633 LAKEVIEW 6.875 2,795.08 57
6.625 2,795.08 550,000.00
BIRMINGHAM MI 48009 2 10/29/98 00
0431103472 05 12/01/98 0
00000000000000 O 11/01/13
0
1812448 976/976 F 365,000.00 ZZ
180 361,487.59 1
133 HOLOPUNI ROAD 6.875 3,255.27 68
6.625 3,255.27 544,000.00
KULA HI 96790 2 08/28/98 00
5138554 05 10/01/98 0
5138554 O 09/01/13
0
1812451 976/976 F 366,500.00 ZZ
180 363,010.85 1
1
385 HILLSIDE COURT 7.000 3,294.21 29
6.750 3,294.21 1,300,000.00
LAKE OZARKS MO 65049 2 08/24/98 00
5216881 05 10/01/98 0
5216881 O 09/01/13
0
1812457 976/976 F 611,000.00 ZZ
180 604,453.37 1
409 OLD MILL LANE 7.000 5,491.85 79
6.750 5,491.85 779,000.00
WYCKOFF NJ 07481 2 08/28/98 00
5268004 05 10/01/98 0
5268004 O 09/01/13
0
1812458 976/976 F 300,000.00 ZZ
180 298,101.50 1
923 LINWOOD AVENUE 7.000 2,696.49 78
6.750 2,696.49 385,000.00
RIDGEWOOD NJ 07450 2 09/08/98 00
5268014 05 11/01/98 0
5268014 O 10/01/13
0
1812459 976/976 F 268,000.00 ZZ
180 265,393.21 1
7720 NORTH SPALDING LAKE DR 6.750 2,371.56 66
6.500 2,371.56 410,000.00
ATLANTA GA 30350 2 08/07/98 00
5271598 03 10/01/98 0
5271598 O 09/01/13
0
1812460 976/976 F 240,000.00 T
180 238,513.76 1
2627 O STREET, NW 7.250 2,190.88 80
7.000 2,190.88 300,000.00
WASHINGTON DC 20007 1 09/18/98 00
5309995 05 11/01/98 0
5309995 O 10/01/13
0
1812464 976/976 F 245,000.00 ZZ
180 242,642.34 1
53 STACEY CIRCLE 6.875 2,185.05 46
6.625 2,185.05 535,000.00
CONCORD MA 01742 5 08/27/98 00
5315972 05 10/01/98 0
1
5315972 O 09/01/13
0
1812466 976/976 F 188,000.00 ZZ
180 186,285.96 1
35 CORNELL DRIVE 7.500 1,742.79 43
7.250 1,742.79 438,000.00
PLAINVIEW NY 11803 1 08/28/98 00
5322919 05 10/01/98 0
5322919 O 09/01/13
0
1812468 976/976 F 400,000.00 ZZ
120 391,055.72 1
121 BRIARCLIFF ROAD 7.125 4,670.15 48
6.875 4,670.15 850,000.00
SHOREHAM NY 11786 2 08/24/98 00
5332199 05 10/01/98 0
5332199 O 09/01/08
0
1812470 976/976 F 375,000.00 ZZ
180 372,677.78 1
50 EAST 89TH STREET, #27D 7.250 3,423.24 44
7.000 3,423.24 870,000.00
NEW YORK NY 10128 2 09/18/98 00
5332204 11 11/01/98 0
5332204 O 10/01/13
0
1812471 976/976 F 285,000.00 T
180 282,227.85 1
60 B WEST BEAVER CREEK BLVD 6.750 2,522.00 80
6.500 2,522.00 356,250.00
AVON CO 81620 1 08/12/98 00
5335631 05 10/01/98 0
5335631 O 09/01/13
0
1812476 976/976 F 220,400.00 ZZ
180 218,279.07 1
4020 BOLES CREEK DRIVE 6.875 1,965.65 72
6.625 1,965.65 310,000.00
DULUTH GA 30096 2 08/04/98 00
5337388 03 10/01/98 0
5337388 O 09/01/13
0
1
1812479 976/976 F 643,700.00 ZZ
180 637,571.86 1
303 SOUTH UNION STREET 7.000 5,785.76 76
6.750 5,785.76 850,000.00
ALEXANDRIA VA 22314 2 08/24/98 00
5339000 09 10/01/98 0
5339000 O 09/01/13
0
1812490 976/976 F 295,000.00 ZZ
180 291,586.26 1
16 BIRDSALL FARM DRIVE 7.000 2,651.55 44
6.750 2,651.55 675,000.00
ARMONK NY 10504 2 08/11/98 00
5352407 03 10/01/98 0
5352407 O 09/01/13
0
1812498 976/976 F 287,400.00 ZZ
180 284,722.30 1
1811 DURAND MILL DRIVE 7.250 2,623.57 64
7.000 2,623.57 450,000.00
ATLANTA GA 30307 2 08/26/98 00
5371216 03 10/01/98 0
5371216 O 09/01/13
0
1812499 976/976 F 264,000.00 ZZ
180 261,459.50 1
1287 CUMBERLAND ROAD 6.875 2,354.50 80
6.625 2,354.50 330,000.00
ATLANTA GA 30306 1 08/28/98 00
5371253 05 10/01/98 0
5371253 O 09/01/13
0
1812501 976/976 F 318,000.00 ZZ
180 316,009.26 1
4204 NOBLEMAN POINT 7.125 2,880.55 60
6.875 2,880.55 530,000.00
DULUTH GA 30097 2 09/08/98 00
5371609 03 11/01/98 0
5371609 O 10/01/13
0
1812508 976/976 F 367,000.00 ZZ
180 363,433.08 1
359 WILTON ROAD WEST 7.000 3,298.70 70
6.750 3,298.70 525,000.00
1
RIDGEFIELD CT 06877 2 08/27/98 00
5381339 05 10/01/98 0
5381339 O 09/01/13
0
1812512 976/976 F 388,000.00 ZZ
180 384,306.15 1
14810 WEST KIOWA CREEK LANE 7.000 3,487.46 80
6.750 3,487.46 485,000.00
COLORADO SPRING CO 80908 1 08/13/98 00
5383306 05 10/01/98 0
5383306 O 09/01/13
0
1812518 976/976 F 370,000.00 ZZ
180 366,515.28 1
450 RIGHTERS MILL ROAD 7.125 3,351.58 50
6.875 3,351.58 750,000.00
NARBETH PA 19072 2 08/19/98 00
5385654 05 10/01/98 0
5385654 O 09/01/13
0
1812519 976/976 F 500,000.00 ZZ
180 495,188.45 1
2633 HOWELL MILL RD. 6.875 4,459.28 48
6.625 4,459.28 1,050,000.00
ATLANTA GA 30327 1 08/31/98 00
5387819 05 10/01/98 0
5387819 O 09/01/13
0
1812523 976/976 F 300,000.00 ZZ
120 294,840.33 1
14190 WEST WADSWORTH ROAD 7.250 3,522.04 75
7.000 3,522.04 400,000.00
WADSWORTH IL 60083 5 08/26/98 00
5389367 05 10/01/98 0
5389367 O 09/01/08
0
1812524 976/976 F 298,500.00 ZZ
180 294,907.80 1
1397 URBAN DRIVE 7.125 2,703.91 74
6.875 2,703.91 408,000.00
DARIEN IL 60561 2 08/18/98 00
5389568 05 10/01/98 0
5389568 O 09/01/13
0
1
1812531 976/976 F 235,000.00 ZZ
180 233,244.13 1
5423 ORION ROAD 7.250 2,145.23 47
7.000 2,145.23 500,000.00
ROCHESTER MI 48306 2 09/04/98 00
5399144 05 11/01/98 0
5399144 O 10/01/13
0
1812543 976/976 F 419,200.00 ZZ
180 414,247.58 1
6414 MACLAURIN DRIVE 7.375 3,856.32 56
7.125 3,856.32 750,000.00
TAMPA FL 33647 2 08/28/98 00
5408002 03 10/01/98 0
5408002 O 09/01/13
0
1812558 976/976 F 365,000.00 ZZ
180 362,218.39 1
3187 WEST 5255 7.125 3,306.29 54
6.875 3,306.29 680,000.00
TRAFALGAR IN 46181 2 09/04/98 00
5503429 05 11/01/98 0
5503429 O 10/01/13
0
1812566 976/976 F 440,000.00 ZZ
180 435,811.11 1
30 OXFORD STREET 7.000 3,954.85 57
6.750 3,954.85 780,000.00
WINCHESTER MA 01890 2 08/31/98 00
5511762 05 10/01/98 0
5511762 O 09/01/13
0
1812569 976/976 F 714,350.00 ZZ
180 706,813.75 1
3308 SABAL COVE LANE 6.875 6,370.97 75
6.625 6,370.97 952,500.00
LONG BOAT KEY FL 32428 1 08/13/98 00
5515997 03 10/01/98 0
5515997 O 09/01/13
0
1812573 976/976 F 344,000.00 ZZ
180 339,759.61 1
1
1801 N. HUDSON 7.375 3,164.54 80
7.125 3,164.54 430,000.00
OKLAHOMA CITY OK 73103 2 07/17/98 00
7970210 05 09/01/98 0
7970210 O 08/01/13
0
1812577 976/976 F 257,000.00 ZZ
180 253,763.11 1
8156 S. ALBION ST. 7.125 2,327.99 79
6.875 2,327.99 327,500.00
LITTLETON CO 80122 2 08/03/98 00
7978679 03 09/01/98 0
7978679 O 08/01/13
0
1812578 976/976 F 428,000.00 ZZ
180 423,969.03 1
1108 SOUTH 113TH PLAZA 7.125 3,876.96 77
6.875 3,876.96 560,000.00
OMAHA NE 68144 2 08/05/98 00
7978946 03 10/01/98 0
7978946 O 09/01/13
0
1812586 976/976 F 296,000.00 ZZ
180 292,191.19 1
1812 AVALON DR 6.875 2,639.89 80
6.625 2,639.89 370,472.00
WHEELING IL 60090 1 07/29/98 00
7981460 05 09/01/98 0
7981460 O 08/01/13
0
1812588 976/976 F 334,850.00 ZZ
180 331,662.16 1
6457 NORTHPORT DRIVE 7.000 3,009.73 80
6.750 3,009.73 418,597.00
DALLAS TX 75230 1 08/18/98 00
7981672 05 10/01/98 0
7981672 O 09/01/13
0
1812591 976/976 F 280,150.00 ZZ
180 277,539.84 1
2211 AUGUSTA DR # 11 7.250 2,557.39 76
7.000 2,557.39 370,000.00
HOUSTON TX 77057 2 08/11/98 00
7982145 03 10/01/98 0
1
7982145 O 09/01/13
0
1812593 976/976 F 260,000.00 ZZ
180 256,725.34 1
122 WALNUT GROVE RD. 7.125 2,355.16 80
6.875 2,355.16 325,000.00
RIDGEFIELD CT 06877 1 07/29/98 00
7982250 05 09/01/98 0
7982250 O 08/01/13
0
1812594 976/976 F 454,000.00 ZZ
180 451,126.95 1
1507 BUTTRAM RD. 7.000 4,080.68 35
6.750 4,080.68 1,300,000.00
OKLAHOMA CITY OK 73120 5 09/04/98 00
7982575 05 11/01/98 0
7982575 O 10/01/13
0
1812595 976/976 F 269,000.00 ZZ
120 264,467.15 1
5550 BAHIA MAR CIRCLE 7.625 3,210.66 72
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STONE MOUNTAIN GA 30087 2 08/28/98 00
7982715 05 10/01/98 0
7982715 O 09/01/08
0
1812596 976/976 F 296,000.00 ZZ
180 294,126.81 1
705 RIOMAR DRIVE 7.000 2,660.54 80
6.750 2,660.54 370,000.00
VERO BEACH FL 32963 1 09/11/98 00
7982904 05 11/01/98 0
7982904 O 10/01/13
0
1812597 976/976 F 345,600.00 ZZ
180 342,309.83 1
204 SAVANNAH JON BLVD 7.000 3,106.35 76
6.750 3,106.35 460,000.00
BOERNE TX 78015 2 08/21/98 00
7984116 05 10/01/98 0
7984116 O 09/01/13
0
1
1812598 976/976 F 250,100.00 ZZ
180 247,744.53 1
158 WEST BAYOU PARKWAY 7.125 2,265.48 67
6.875 2,265.48 373,500.00
LAFAYETTE LA 70503 2 08/25/98 00
7984261 05 10/01/98 0
7984261 O 09/01/13
0
1814557 G82/G82 F 329,000.00 ZZ
180 329,000.00 1
2301 COUNTRY LANE 6.500 2,865.94 68
6.250 2,865.94 490,000.00
MISSION TX 78572 2 11/16/98 00
1001528035 05 01/01/99 0
1001528035 O 12/01/13
0
1817161 180/G01 F 250,000.00 ZZ
180 247,619.95 1
8300 EAST DIXILETA DRIVE 7.000 2,247.07 47
#261 6.750 2,247.07 540,000.00
SCOTTSDALE AZ 85262 4 08/20/98 00
0431096304 03 10/01/98 0
4755393 O 09/01/13
0
1818530 K21/G01 F 130,000.00 ZZ
180 130,000.00 1
623 NORTH TURNABOUT ROAD 6.750 1,150.38 16
6.500 1,150.38 825,000.00
ORANGE CA 92869 2 11/01/98 00
0431100072 03 01/01/99 0
9810305 O 12/01/13
0
1818930 377/G01 F 366,800.00 ZZ
180 365,642.76 1
249 SHALE RIDGE COURT 7.000 3,296.91 80
6.750 3,296.91 458,500.00
COLUMBUS OH 43235 2 10/02/98 00
0431064070 03 12/01/98 0
6548028 O 11/01/13
0
1819772 896/G01 F 63,000.00 T
180 61,830.22 1
1104 OAK COURT 6.625 553.14 85
6.375 553.14 74,500.00
1
LINCOLNTON GA 30817 4 09/10/98 19
0431066042 04 11/01/98 25
0059263388 O 10/01/13
0
1823802 F59/G01 F 475,000.00 ZZ
180 475,000.00 1
8 WEBSTER LANE 6.750 4,203.32 62
6.500 4,203.32 775,000.00
WAYLAND MA 01778 2 11/06/98 00
0431098698 05 01/01/99 0
0000 O 12/01/13
0
1823826 G94/G01 F 227,000.00 ZZ
180 226,299.26 1
7305 VISTALMAR STREET 7.250 2,072.20 25
7.000 2,072.20 937,500.00
MIAMI FL 33143 1 10/14/98 00
0431116086 05 12/01/98 0
10245 O 11/01/13
0
1824705 439/439 F 307,000.00 ZZ
180 304,989.07 1
105 STONECREST ROAD 6.600 2,691.21 43
6.350 2,691.21 720,000.00
RIDGEFIELD CT 06877 2 09/15/98 00
1977612 05 11/01/98 0
1977612 O 10/01/13
0
1824706 439/439 F 284,000.00 ZZ
180 282,233.64 1
11335 DRYSDALE LANE 7.200 2,584.54 79
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LOS ALAMITOS CA 90720 2 09/01/98 00
1978459 05 11/01/98 0
1978459 O 10/01/13
0
1824707 439/439 F 520,000.00 ZZ
180 516,793.82 1
24938 NORMANS WAY 7.300 4,761.56 65
7.050 4,761.56 800,000.00
CALABASAS CA 91302 2 09/09/98 00
1978890 03 11/01/98 0
1978890 O 10/01/13
0
1
1824708 439/439 F 389,200.00 ZZ
180 386,615.06 1
233 PARK HILL DR 6.900 3,476.52 78
6.650 3,476.52 500,000.00
OLMOS PARK TX 78212 2 09/08/98 00
1978912 05 11/01/98 0
1978912 O 10/01/13
0
1824709 439/439 F 362,000.00 ZZ
180 359,689.26 1
10055 VANALDEN AVENUE 6.900 3,233.56 76
6.650 3,233.56 480,000.00
NORTHRIDGE CA 91324 2 09/14/98 00
1979046 05 11/01/98 0
1979046 O 10/01/13
0
1824711 439/439 F 255,900.00 ZZ
180 254,315.31 1
6266 CAMINO VERDE DRIVE 7.250 2,336.02 67
7.000 2,336.02 385,000.00
SAN JOSE CA 95119 5 08/27/98 00
1980361 05 11/01/98 0
1980361 O 10/01/13
0
1824712 439/439 F 427,000.00 ZZ
180 423,315.20 1
2279 LOCH WAY 7.100 3,861.91 75
6.850 3,861.91 574,000.00
EL DORADO HILLS CA 95762 2 09/10/98 00
1981345 05 11/01/98 0
1981345 O 10/01/13
0
1824713 439/439 F 395,000.00 ZZ
180 392,467.71 1
5 MIRADOR 6.850 3,517.33 68
6.600 3,517.33 585,000.00
IRVINE CA 92612 2 09/17/98 00
1981392 01 11/01/98 0
1981392 O 10/01/13
0
1824714 439/439 F 584,000.00 ZZ
180 580,223.65 1
1
390 CLARK STREET 6.750 5,167.88 80
6.500 5,167.88 730,000.00
UPLAND CA 91784 2 09/09/98 00
1981477 05 11/01/98 0
1981477 O 10/01/13
0
1824715 439/439 F 283,000.00 ZZ
180 281,224.52 1
77 LINCOLN DRIVE 7.100 2,559.54 65
6.850 2,559.54 440,000.00
SAUSALITO CA 94965 2 09/15/98 00
1982471 01 11/01/98 0
1982471 O 10/01/13
0
1824716 439/439 F 413,500.00 ZZ
180 410,939.37 1
4063 NARANJO DRIVE 7.250 3,774.69 78
7.000 3,774.69 535,000.00
SANTA BARBARA CA 93110 5 09/04/98 00
1983754 05 11/01/98 0
1983754 O 10/01/13
0
1824717 439/439 F 310,000.00 ZZ
180 307,627.22 1
1490 CAMINITO SOLIDAGO 7.150 2,812.43 69
6.900 2,812.43 450,000.00
LA JOLLA CA 92037 2 09/09/98 00
1984148 01 11/01/98 0
1984148 O 10/01/13
0
1824718 439/439 F 450,000.00 ZZ
180 447,189.03 1
1715 CANDLESTICK LANE 7.150 4,082.56 72
6.900 4,082.56 630,000.00
NEWPORT BEACH CA 92660 2 09/15/98 00
1984547 05 11/01/98 0
1984547 O 10/01/13
0
1824719 439/439 F 300,000.00 ZZ
180 298,101.50 1
558 CLINTON PLACE 7.000 2,696.49 67
6.750 2,696.49 450,000.00
RIVER FOREST IL 60305 2 09/25/98 00
1984682 05 11/01/98 0
1
1984682 O 10/01/13
0
1824720 439/439 F 246,000.00 ZZ
180 244,409.28 1
48 LOS FELIS DRIVE 6.750 2,176.88 75
6.500 2,176.88 328,000.00
POMONA CA 91766 2 09/22/98 00
1986614 05 11/01/98 0
1986614 O 10/01/13
0
1824721 439/439 F 320,000.00 ZZ
180 317,684.75 1
148 SOUTH EUCALYPTUS DRIVE 7.100 2,894.18 68
6.850 2,894.18 475,000.00
ANAHEIM HILLS CA 92808 2 09/23/98 00
1986775 05 11/01/98 0
1986775 O 10/01/13
0
1825398 A06/G01 F 305,000.00 ZZ
180 305,000.00 1
3770 WEST MAPLE 7.000 2,741.43 73
6.750 2,741.43 420,000.00
BLOOMFIELD HILL MI 48301 2 11/03/98 00
0431108307 05 01/01/99 0
9812328 O 12/01/13
0
1825404 A06/G01 F 525,000.00 ZZ
180 525,000.00 1
1414 LAKESIDE 6.875 4,682.24 62
6.625 4,682.24 850,000.00
BIRMINGHAM MI 48009 5 11/05/98 00
0431108265 05 01/01/99 0
9814598 O 12/01/13
0
1826192 A06/G01 F 630,000.00 ZZ
180 630,000.00 1
1911 SHERWOOD GLEN 6.750 5,574.93 63
6.500 5,574.93 1,000,000.00
BLOOMFIELD HILL MI 48302 2 11/13/98 00
0431107903 05 01/01/99 0
9814818 O 12/01/13
0
1
1826304 387/G01 F 470,000.00 ZZ
180 468,500.99 1
817 MARTIN STREET 6.875 4,191.72 70
6.625 4,191.72 680,000.00
MONTEREY CA 93940 5 10/22/98 00
0431125830 05 12/01/98 0
1540756 O 11/01/13
0
1826865 757/G01 F 450,000.00 ZZ
180 448,564.79 1
950 PLEASANT HOLLOW TRAIL 6.875 4,013.34 47
6.625 4,013.34 975,000.00
ALPHARETTA GA 30004 2 10/15/98 00
0431078427 05 12/01/98 0
3589769 O 11/01/13
0
1827443 638/G01 F 128,000.00 ZZ
180 127,215.93 1
10423 SANIBEL FALLS COURT 7.375 1,177.50 90
7.125 1,177.50 143,640.00
HOUSTON TX 77095 1 09/17/98 10
0431077395 03 11/01/98 12
08795742 O 10/01/13
0
1828182 L66/G01 F 300,000.00 ZZ
180 300,000.00 1
779 AVENIDA SALVADOR 6.625 2,633.98 41
6.375 2,633.98 745,000.00
SAN CLEMENTE CA 92672 5 11/02/98 00
0431094820 05 01/01/99 0
10128198 O 12/01/13
0
1828289 E22/G01 F 378,000.00 ZZ
180 376,034.46 1
1 TIMBER ROCK COURT 7.500 3,504.11 59
7.250 3,504.11 650,000.00
CEDAR GROVE NJ 07009 2 10/16/98 00
0410991764 05 12/01/98 0
410991764 O 11/01/13
0
1828526 637/G01 F 300,000.00 ZZ
180 298,121.94 1
123 WOODSMOKE WAY 7.125 2,717.50 75
6.875 2,717.50 400,000.00
1
FOLSOM CA 95630 5 09/21/98 00
0431095991 05 11/01/98 0
0013381488 O 10/01/13
0
1828540 637/G01 F 320,000.00 ZZ
180 317,930.78 1
1419 ROSECREST TERRACE 6.750 2,831.71 54
6.500 2,831.71 600,000.00
SAN JOSE CA 95126 2 09/30/98 00
0431096015 05 11/01/98 0
0013358767 O 10/01/13
0
1828589 526/526 F 750,300.00 ZZ
180 743,233.58 1
5310 ALDEA AVENUE 7.125 6,796.45 50
6.875 6,796.45 1,513,000.00
ENCINO CA 91316 2 08/27/98 00
0334313 05 10/01/98 0
0334313 O 09/01/13
0
1828630 637/G01 F 292,000.00 ZZ
180 291,068.70 1
1956 SAN PASQUAL STREET 6.875 2,604.22 35
6.375 2,604.22 856,000.00
PASADENA CA 91107 2 10/06/98 00
0431098649 05 12/01/98 0
0013418165 O 11/01/13
0
1828641 A06/G01 F 249,800.00 ZZ
180 249,800.00 1
1058 CLEAR POINT CT 6.750 2,210.51 72
6.500 2,210.51 350,000.00
BLOOMFIELD MI 48304 2 11/16/98 00
0431115278 05 01/01/99 0
001000009814843 O 12/01/13
0
1828954 356/G01 F 319,000.00 ZZ
180 317,971.51 1
106 TUSCANY WAY 6.750 2,822.87 52
6.500 2,822.87 620,000.00
DANVILLE CA 94506 2 09/30/98 00
0431097948 03 12/01/98 0
2605269 O 11/01/13
0
1
1829033 367/367 F 261,250.00 ZZ
180 260,389.33 1
3345 18TH STREET NW 6.500 2,275.77 95
6.250 2,275.77 275,000.00
WASHINGTON DC 20010 1 10/21/98 10
9809001136 07 12/01/98 25
9809001136 O 11/01/13
0
1829055 A93/G01 F 105,000.00 ZZ
120 105,000.00 1
44 ALGONQUIN ROAD 7.500 1,246.37 37
7.250 1,246.37 288,000.00
YONKERS NY 10710 1 11/17/98 00
0431112549 05 01/01/99 0
09982254 O 12/01/08
0
1829077 195/G01 F 217,000.00 ZZ
180 216,300.37 1
14 FOREST AVENUE 6.750 1,920.26 70
6.500 1,920.26 310,000.00
MORRIS PLAINS NJ 07950 5 10/22/98 00
0431098136 05 12/01/98 0
60062 O 11/01/13
0
1829167 638/G01 F 510,000.00 ZZ
180 508,319.85 1
7250 CAMINITO CRUZADA 6.500 4,442.65 68
6.250 4,442.65 750,000.00
SAN DIEGO CA 92037 2 10/01/98 00
0431085182 03 12/01/98 0
8787677 O 11/01/13
0
1829592 637/G01 F 370,000.00 ZZ
180 368,807.08 1
19090 PORTOS DRIVE 6.750 3,274.17 41
6.500 3,274.17 915,000.00
SARATOGA CA 95070 2 10/09/98 00
0431100767 05 12/01/98 0
0010942985 O 11/01/13
0
1829599 637/G01 F 312,600.00 ZZ
180 311,613.76 1
1
5808 CASTRANO DRIVE 7.000 2,809.74 61
6.750 2,809.74 520,000.00
SAN JOSE CA 95129 2 10/08/98 00
0431105618 05 12/01/98 0
0010944114 O 11/01/13
0
1829606 637/G01 F 264,000.00 ZZ
180 263,139.59 1
1472 SAJAK AVENUE 6.625 2,317.91 64
6.375 2,317.91 417,000.00
SAN JOSE CA 95131 2 10/09/98 00
0431097344 05 12/01/98 0
0013426788 O 11/01/13
0
1829610 637/G01 F 136,000.00 ZZ
180 135,570.92 1
7957 REPRESA CIRCLE 7.000 1,222.41 56
6.750 1,222.41 245,000.00
CARLSBAD CA 92009 2 10/08/98 00
0431104470 03 12/01/98 0
0013422183 O 11/01/13
0
1829674 526/526 F 110,000.00 ZZ
180 107,154.85 1
7242 W. CHERRY HILLS DRIVE 7.250 1,004.15 95
7.000 1,004.15 116,000.00
PEORIA AZ 85345 2 04/24/98 12
324957 05 06/01/98 25
324957 O 05/01/13
0
1829697 526/526 F 108,000.00 ZZ
180 107,301.64 1
8771 NORTH LONE PINE COURT 6.750 955.70 29
6.500 955.70 375,000.00
PARK CITY UT 84098 2 09/17/98 00
337695 05 11/01/98 0
337695 O 10/01/13
0
1829702 526/526 F 484,000.00 ZZ
180 474,904.18 1
1302 LUCKY JOHN DRIVE 7.250 4,418.26 49
7.000 4,418.26 1,000,000.00
PARK CITY UT 84060 2 09/08/98 00
338162 05 11/01/98 0
1
338162 O 10/01/13
0
1829855 K08/G01 F 125,000.00 ZZ
180 124,592.61 1
12137 RIVERHILLS DRIVE 6.625 1,097.49 61
6.375 1,097.49 205,000.00
TAMPA FL 33617 1 10/23/98 00
0411103336 05 12/01/98 0
411103336 O 11/01/13
0
1830030 637/G01 F 311,000.00 ZZ
180 309,997.31 1
843 HELENA DRIVE 6.750 2,752.07 57
6.250 2,752.07 547,000.00
SUNNYVALE CA 94087 2 10/08/98 00
0431102250 05 12/01/98 0
0010918308 O 11/01/13
0
1830102 976/976 F 429,400.00 ZZ
180 419,646.97 1
2428 UNDERWOOD STREET 6.875 3,829.63 72
6.625 3,829.63 600,000.00
HOUSTON TX 77030 2 04/08/98 00
5132315 05 06/01/98 0
5132315 O 05/01/13
0
1830104 976/976 F 280,000.00 ZZ
180 278,228.07 1
14322 BEACON TRACE COURT 7.000 2,516.72 62
6.750 2,516.72 455,940.00
SPRING TX 77379 1 09/29/98 00
5233291 03 11/01/98 0
5233291 O 10/01/13
0
1830107 976/976 F 285,000.00 ZZ
180 283,176.83 1
28214 GOLDEN MEADOW DRIVE 6.875 2,541.79 63
6.625 2,541.79 455,000.00
RANCHO PALOS VE CA 90275 2 09/21/98 00
5325567 05 11/01/98 0
5325567 O 10/01/13
0
1
1830109 976/976 F 305,000.00 ZZ
120 301,513.44 1
16 UPPER CECILIA WAY 7.250 3,580.74 26
7.000 3,580.74 1,190,000.00
TIBURON CA 94920 2 09/11/98 00
5345744 05 11/01/98 0
5345744 O 10/01/08
0
1830110 976/976 F 387,800.00 ZZ
180 386,549.70 1
1500 PATHFINDER AVENUE 6.750 3,431.68 37
6.500 3,431.68 1,050,000.00
THOMAS OAKS WES CA 91362 5 10/06/98 00
5350143 03 12/01/98 0
5350143 O 11/01/13
0
1830112 976/976 F 346,000.00 ZZ
180 344,908.38 1
11 LINDEN CIRCLE 7.000 3,109.95 60
6.750 3,109.95 580,000.00
COHASSET MA 02025 2 10/05/98 00
5360222 05 12/01/98 0
5360222 O 11/01/13
0
1830113 976/976 F 303,000.00 ZZ
180 301,082.52 1
15926 EAST ELLIOT ROAD 7.000 2,723.45 76
6.750 2,723.45 400,000.00
GILBERT AZ 85234 2 09/25/98 00
5360353 05 11/01/98 0
5360353 O 10/01/13
0
1830114 976/976 F 430,000.00 ZZ
180 428,613.63 1
108 EDGEMONT DRIVE 6.750 3,805.12 79
6.500 3,805.12 550,000.00
REDLANDS CA 92373 2 10/07/98 00
5360375 05 12/01/98 0
5360375 O 11/01/13
0
1830115 976/976 F 246,000.00 ZZ
180 245,215.41 1
3863 DORTHYLANE 6.875 2,193.97 60
6.625 2,193.97 410,000.00
1
WATERFORD MI 48329 5 10/12/98 00
5361625 05 12/01/98 0
5361625 O 11/01/13
0
1830116 976/976 F 479,250.00 ZZ
180 477,671.15 1
17424 CEDAR PLACID LANE 6.500 4,174.79 80
6.250 4,174.79 599,123.00
HOUSTON TX 77068 1 10/16/98 00
5366900 03 12/01/98 0
5366900 O 11/01/13
0
1830117 976/976 F 284,000.00 ZZ
180 282,183.23 1
4231 DOGWOOD PLACE 6.875 2,532.87 80
6.625 2,532.87 355,000.00
DAVIS CA 95616 1 09/23/98 00
5382498 05 11/01/98 0
5382498 O 10/01/13
0
1830118 976/976 F 340,000.00 ZZ
180 336,763.13 1
728 WAXWING PLACE 7.000 3,056.02 80
6.750 3,056.02 430,000.00
DAVIS CA 95616 2 08/19/98 00
5382620 05 10/01/98 0
5382620 O 09/01/13
0
1830119 976/976 F 287,500.00 ZZ
180 286,117.19 1
4176 143RD STREET WEST 6.750 2,544.12 80
6.500 2,544.12 359,400.00
ROSEMOUNT MN 55068 1 10/14/98 00
5388938 05 12/01/98 0
5388938 O 11/01/13
0
1830120 976/976 F 291,150.00 ZZ
180 289,307.51 1
7770 SUMMIT STREET 7.000 2,616.94 75
6.750 2,616.94 390,000.00
RIVERSIDE CA 92504 2 09/25/98 00
5390076 05 11/01/98 0
5390076 O 10/01/13
0
1
1830122 976/976 F 471,500.00 ZZ
180 468,580.20 1
43 TOWER LANE 7.250 4,304.15 80
7.000 4,304.15 590,000.00
COHASSET MA 02025 1 09/28/98 00
5392319 05 11/01/98 0
5392319 O 10/01/13
0
1830124 976/976 F 355,000.00 ZZ
180 353,879.98 1
74 SUFFOLK LANE 7.000 3,190.85 49
6.750 3,190.85 725,000.00
CARLISLE MA 01741 2 10/07/98 00
5392546 05 12/01/98 0
5392546 O 11/01/13
0
1830126 976/976 F 240,000.00 ZZ
180 238,448.07 1
14598 MAST LANE 6.750 2,123.79 89
6.500 2,123.79 270,000.00
HELENDALE CA 92342 1 09/25/98 11
5395069 03 11/01/98 12
5395069 O 10/01/13
0
1830127 976/976 F 480,000.00 ZZ
180 478,469.09 1
12028 CREEKBEND DR 6.875 4,280.91 80
6.625 4,280.91 600,000.00
RESTON VA 20194 2 10/08/98 00
5401405 03 12/01/98 0
5401405 O 11/01/13
0
1830128 976/976 F 400,000.00 ZZ
180 397,226.77 1
262 CAPE JASMINE COURT 7.625 3,736.52 80
7.375 3,736.52 500,000.00
THE WOODLANDS TX 77381 2 09/24/98 00
5402331 03 11/01/98 0
5402331 O 10/01/13
0
1830129 976/976 F 325,000.00 ZZ
180 323,974.63 1
1
27832 SADDLE ROAD 7.000 2,921.20 57
6.750 2,921.20 580,000.00
ROLLING HILLS E CA 90274 2 10/08/98 00
5402597 05 12/01/98 0
5402597 O 11/01/13
0
1830130 976/976 F 230,700.00 ZZ
180 229,871.50 1
25 PINE RIVER DRIVE 7.000 2,073.60 54
6.750 2,073.60 432,000.00
BENTLEYVILLE OH 44022 2 10/07/98 00
5402737 05 12/01/98 0
5402737 O 11/01/13
0
1830131 976/976 F 158,000.00 ZZ
180 156,976.46 1
1809 GRANT AVENUE 6.750 1,398.16 68
6.500 1,398.16 235,000.00
REDONDO BEACH CA 90278 2 09/22/98 00
5409814 05 11/01/98 0
5409814 O 10/01/13
0
1830132 976/976 F 445,000.00 ZZ
180 442,183.89 1
2374 INDIAN CREEK ROAD 7.000 3,999.79 62
6.750 3,999.79 725,000.00
DIAMOND BAR CA 91765 2 09/24/98 00
5410113 03 11/01/98 0
5410113 O 10/01/13
0
1830133 976/976 F 84,550.00 ZZ
180 84,014.94 1
12523 1/2 FILMORE STREET 7.000 759.96 95
6.750 759.96 89,000.00
PACOIMA AREA CA 91331 2 09/24/98 04
5410123 09 11/01/98 25
5410123 O 10/01/13
0
1830134 976/976 F 264,000.00 ZZ
180 263,185.04 1
236 SUN RIDGE DRIVE 7.250 2,409.96 60
7.000 2,409.96 440,000.00
SAN RAMON CA 94583 2 10/05/98 00
5416238 03 12/01/98 0
1
5416238 O 11/01/13
0
1830136 976/976 F 386,000.00 ZZ
180 384,782.19 1
17940 DAVES AVENUE 7.000 3,469.48 21
6.750 3,469.48 1,850,000.00
MONTE SERENO CA 95030 2 10/01/98 00
5416255 05 12/01/98 0
5416255 O 11/01/13
0
1830137 976/976 F 335,000.00 ZZ
180 332,856.98 1
30 KELSEY COURT 6.875 2,987.72 78
6.625 2,987.72 435,000.00
PLEASANT HILL CA 94523 2 09/24/98 00
5416334 05 11/01/98 0
5416334 O 10/01/13
0
1830138 976/976 F 290,000.00 ZZ
180 288,011.46 1
981 LUNDY LANE 7.125 2,626.92 49
6.875 2,626.92 600,000.00
LOS ALTOS CA 94024 2 09/22/98 00
5416533 05 11/01/98 0
5416533 O 10/01/13
0
1830139 976/976 F 284,500.00 ZZ
180 283,592.62 1
2077 SKYLINE DRIVE 6.875 2,537.33 53
6.625 2,537.33 537,000.00
MILPITAS CA 95035 2 10/01/98 00
5416725 05 12/01/98 0
5416725 O 11/01/13
0
1830140 976/976 F 281,700.00 ZZ
180 280,820.86 1
2646 15TH AVENUE 7.125 2,551.73 75
6.875 2,551.73 380,000.00
SAN FRANCISCO CA 94127 2 10/05/98 00
5416891 05 12/01/98 0
5416891 O 11/01/13
0
1
1830141 976/976 F 312,000.00 ZZ
180 311,026.30 1
9 SEA TERRACE 7.125 2,826.20 35
6.875 2,826.20 900,000.00
NEWPORT COAST CA 92657 2 10/07/98 00
5422101 03 12/01/98 0
5422101 O 11/01/13
0
1830142 976/976 F 319,000.00 ZZ
180 318,004.45 1
2810 ROSS LANE 7.125 2,889.61 80
6.875 2,889.61 402,000.00
ESCONDIDO CA 92025 2 10/15/98 00
5422273 05 12/01/98 0
5422273 O 11/01/13
0
1830143 976/976 F 245,000.00 ZZ
180 244,010.10 1
241 SOUTH HILL COURT 6.750 2,168.03 68
6.500 2,168.03 365,000.00
DALY CITY CA 94014 2 10/08/98 00
5424335 05 12/01/98 0
5424335 O 11/01/13
0
1830144 976/976 F 373,200.00 ZZ
120 368,933.83 1
601 OLD FORGE LANE 7.250 4,381.41 50
7.000 4,381.41 750,000.00
FRANKLIN LAKES NJ 07417 5 09/30/98 00
5424486 05 11/01/98 0
5424486 O 10/01/08
0
1830145 976/976 F 400,000.00 ZZ
180 398,738.01 1
1308 EAST OCEAN AVENUE 7.000 3,595.32 62
6.750 3,595.32 655,000.00
SEAL BEACH CA 90740 2 10/05/98 00
5428438 05 12/01/98 0
5428438 O 11/01/13
0
1830146 976/976 F 301,000.00 ZZ
180 298,772.76 1
7052 FOXBORO CIRCLE 6.875 2,684.49 75
6.625 2,684.49 402,125.00
1
HUNTINGTON BEAC CA 92648 2 09/24/98 00
5430336 03 11/01/98 0
5430336 O 10/01/13
0
1830148 976/976 F 320,000.00 ZZ
180 318,968.28 1
6116 PAT AVENUE 6.750 2,831.72 75
6.500 2,831.72 428,000.00
LOS ANGELES,WOO CA 91367 5 10/06/98 00
5430964 05 12/01/98 0
5430964 O 11/01/13
0
1830149 976/976 F 293,000.00 ZZ
180 291,185.57 1
16 INYO PLACE 7.250 2,674.69 53
7.000 2,674.69 557,000.00
REDWOOD CITY CA 94061 2 09/22/98 00
5433191 05 11/01/98 0
5433191 O 10/01/13
0
1830150 976/976 F 315,000.00 ZZ
180 314,027.61 1
9064 SHETLAND COURT 7.250 2,875.52 75
7.000 2,875.52 420,000.00
ELK GROVE CA 95624 5 10/07/98 00
5433624 05 12/01/98 0
5433624 O 11/01/13
0
1830152 976/976 F 269,600.00 ZZ
180 268,740.14 1
8341 EAST HIDDEN LAKES DRIVE 6.875 2,404.44 80
6.625 2,404.44 337,000.00
GRANITE BAY CA 95746 1 10/08/98 00
5433905 03 12/01/98 0
5433905 O 11/01/13
0
1830156 976/976 F 136,800.00 ZZ
180 135,934.28 1
5203 BRADWOOD STREET 7.000 1,229.60 80
6.750 1,229.60 171,000.00
SPRINGFIELD VA 22151 2 09/22/98 00
5440632 05 11/01/98 0
5440632 O 10/01/13
0
1
1830159 976/976 F 400,000.00 ZZ
180 397,291.67 1
956 SHADY LANE 6.875 3,567.42 29
6.625 3,567.42 1,400,000.00
WAYZATA MN 55391 2 10/19/98 00
5466044 05 12/01/98 0
5466044 O 11/01/13
0
1830161 976/976 F 370,000.00 ZZ
180 368,857.82 1
47 TEMESCAL TERRACE 7.250 3,377.60 55
7.000 3,377.60 680,000.00
SAN FRANCISCO CA 94118 2 10/01/98 00
5499444 05 12/01/98 0
5499444 O 11/01/13
0
1830162 976/976 F 240,000.00 ZZ
180 238,529.86 1
4858 ASHMONT DRIVE 7.375 2,207.82 67
7.125 2,207.82 360,000.00
SAN JOSE CA 95111 2 09/15/98 00
5499970 05 11/01/98 0
5499970 O 10/01/13
0
1830163 976/976 F 425,000.00 ZZ
180 422,310.45 1
176 MARLBOROUGH STREET UNIT #1 7.000 3,820.03 33
6.750 3,820.03 1,300,000.00
BOSTON MA 02116 2 09/29/98 00
5511281 01 11/01/98 0
5511281 O 10/01/13
0
1830164 976/976 F 280,000.00 ZZ
180 278,247.15 1
606 LORRAINE DRIVE 7.125 2,536.33 80
6.875 2,536.33 350,000.00
SOUTHLAKE TX 76092 1 09/25/98 00
7981781 03 11/01/98 0
7981781 O 10/01/13
0
1830166 976/976 F 250,750.00 ZZ
180 248,362.82 1
1
1365 THUNDERBIRD PLACE 7.000 2,253.81 85
6.750 2,253.81 295,000.00
CHULA VISTA CA 91915 1 08/17/98 01
7983710 03 10/01/98 12
7983710 O 09/01/13
0
1830169 976/976 F 725,600.00 ZZ
180 720,908.02 1
14005 BELLE POINTE DRIVE 6.750 6,420.91 80
6.500 6,420.91 913,250.00
LITTLE ROCK AR 72212 1 09/10/98 00
7986639 05 11/01/98 0
7986639 O 10/01/13
0
1830170 976/976 F 269,000.00 ZZ
180 267,316.01 1
9901 190TH AVENUE SE 7.125 2,436.69 77
6.875 2,436.69 350,000.00
SNOHOMISH WA 98290 2 09/15/98 00
7986754 05 11/01/98 0
7986754 O 10/01/13
0
1830171 976/976 F 310,000.00 ZZ
180 308,121.67 1
74 OTIS AVE 7.500 2,873.74 75
7.250 2,873.74 418,000.00
ST. PAUL MN 55104 5 09/24/98 00
7988343 05 11/01/98 0
7988343 O 10/01/13
0
1830173 976/976 F 279,000.00 ZZ
180 276,428.25 1
2151 S NORFOLK TERRACE 6.750 2,468.90 40
6.500 2,468.90 705,000.00
TULSA OK 74114 2 09/25/98 00
7988651 05 11/01/98 0
7988651 O 10/01/13
0
1830174 976/976 F 127,500.00 ZZ
180 126,675.55 1
9100 LEONA AVENUE 6.750 1,128.26 75
6.500 1,128.26 170,000.00
LEONA VALLEY AR CA 93551 5 09/29/98 00
5295445 05 11/01/98 0
1
5295445 O 10/01/13
0
1830176 976/976 F 141,000.00 ZZ
180 140,564.74 1
21 TUMELTY ROAD 7.250 1,287.14 55
7.000 1,287.14 260,000.00
PEABODY MA 01960 2 10/13/98 00
5339681 05 12/01/98 0
5339681 O 11/01/13
0
1830177 976/976 F 90,000.00 ZZ
180 89,418.03 1
4821 SOUTHWEST 24TH PLACE 6.750 796.42 75
6.500 796.42 120,000.00
CAPE CORAL FL 33914 5 09/22/98 00
5367665 05 11/01/98 0
5367665 O 10/01/13
0
1830180 976/976 F 224,800.00 ZZ
180 223,361.95 1
58 CLAY RIDGE ROAD 6.875 2,004.89 80
6.625 2,004.89 281,000.00
OTTSVILLE PA 18942 5 09/15/98 00
5385628 05 11/01/98 0
5385628 O 10/01/13
0
1830181 976/976 F 285,000.00 ZZ
180 282,193.50 1
263 PROSPECT STREET 7.000 2,561.67 75
6.750 2,561.67 380,000.00
NORWELL MA 02061 2 09/25/98 00
5392155 05 11/01/98 0
5392155 O 10/01/13
0
1830182 976/976 F 299,000.00 ZZ
180 297,128.20 1
3119 HIGHWAY 2 7.125 2,708.44 65
6.875 2,708.44 460,000.00
LAUREL HILL FL 32567 5 09/17/98 00
5395856 05 11/01/98 0
5395856 O 10/01/13
0
1
1830184 976/976 F 199,000.00 ZZ
180 197,740.66 1
16932 RIDGE PARK DRIVE 7.000 1,788.67 60
6.750 1,788.67 333,000.00
HACIENDA HEIGHT CA 91745 2 09/14/98 00
5406452 05 11/01/98 0
5406452 O 10/01/13
0
1830185 976/976 F 278,000.00 ZZ
180 277,093.96 1
21681 BAHAMA LANE 6.625 2,440.83 62
6.375 2,440.83 450,000.00
HUNTINGTON BEAC CA 92646 2 10/01/98 00
5409932 05 12/01/98 0
5409932 O 11/01/13
0
1830186 976/976 F 93,200.00 T
180 92,364.76 1
7867 MASHIE AVENUE 7.250 850.79 70
7.000 850.79 135,000.00
KINGS BEACH CA 96143 2 09/24/98 00
5413398 05 11/01/98 0
5413398 O 10/01/13
0
1830188 976/976 F 68,250.00 ZZ
180 68,034.66 1
394 SHERRY LYNN BLVD 7.000 613.46 75
6.750 613.46 91,000.00
PLEASANTHILL IA 50317 5 10/06/98 00
5426022 05 12/01/98 0
5426022 O 11/01/13
0
1830189 976/976 F 287,000.00 ZZ
180 285,222.73 1
254 SAINT JOSEPH AVENUE 7.250 2,619.92 74
7.000 2,619.92 390,000.00
LONG BEACH CA 90803 2 09/24/98 00
5430254 05 11/01/98 0
5430254 O 10/01/13
0
1830191 976/976 F 250,000.00 ZZ
180 249,228.26 1
24144 HILLHURST DRIVE 7.250 2,282.16 48
7.000 2,282.16 531,000.00
1
LOS ANGELES, WE CA 91307 2 10/01/98 00
5430556 03 12/01/98 0
5430556 O 11/01/13
0
1830195 976/976 F 318,700.00 ZZ
180 317,716.18 1
150 RODGERS COURT 7.250 2,909.30 75
7.000 2,909.30 425,000.00
WILLOWBROOK IL 60521 5 10/01/98 00
5434892 05 12/01/98 0
5434892 O 11/01/13
0
1830303 664/G01 F 375,000.00 ZZ
180 373,777.83 1
5201 STARLIGHT MESA LANE 6.625 3,292.48 70
6.375 3,292.48 540,000.00
LA CANADA-FLINT CA 91011 5 10/06/98 00
0431086149 03 12/01/98 0
2776375 O 11/01/13
0
1830676 K08/G01 F 84,000.00 ZZ
180 83,720.28 1
167 WEST PENN STREET 6.375 725.97 32
6.125 725.97 268,000.00
LONG BEACH NY 11561 5 10/21/98 00
0411096340 05 12/01/98 0
411096340 O 11/01/13
0
1830727 637/G01 F 360,000.00 ZZ
180 358,826.72 1
3168 APPERSON RIDGE DRIVE 6.625 3,160.78 73
6.375 3,160.78 495,000.00
SAN JOSE CA 95148 5 10/12/98 00
0431098169 05 12/01/98 0
0012775441 O 11/01/13
0
1830732 637/G01 F 590,000.00 ZZ
180 588,077.12 1
18900 BELLGROVE CIRCLE 6.625 5,180.17 60
6.375 5,180.17 985,000.00
SARATOGA CA 95070 2 10/21/98 00
0431102227 05 12/01/98 0
0013429840 O 11/01/13
0
1
1830735 637/G01 F 375,000.00 ZZ
180 373,803.98 1
2130 SHADOW RIDGE WAY 6.875 3,344.46 44
6.625 3,344.46 863,000.00
SAN JOSE CA 95138 2 10/21/98 00
0431096452 05 12/01/98 0
0013430277 O 11/01/13
0
1830738 356/G01 F 439,500.00 ZZ
180 439,500.00 1
12134 BEAUCHAMPS LANE 6.875 3,919.70 35
6.625 3,919.70 1,275,000.00
SARATOGA CA 95070 2 10/22/98 00
0431110972 05 01/01/99 0
2624260 O 12/01/13
0
1830741 637/G01 F 650,000.00 ZZ
180 647,881.58 1
14269 QUITO ROAD 6.625 5,706.96 42
6.375 5,706.96 1,550,000.00
SARATOGA CA 95070 2 10/16/98 00
0431107242 05 12/01/98 0
0013427794 O 11/01/13
0
1830777 638/G01 F 181,500.00 ZZ
180 180,939.71 1
ELM STREET 7.250 1,656.85 50
7.000 1,656.85 369,000.00
ALTON NH 03310 2 09/30/98 00
0431120526 05 12/01/98 0
8795731 O 11/01/13
0
1830782 638/G01 F 135,000.00 ZZ
180 134,564.75 1
762 NORTH 1180 EAST 6.750 1,194.63 48
6.500 1,194.63 285,000.00
OREM UT 84097 2 10/22/98 00
0431086628 05 12/01/98 0
8801604 O 11/01/13
0
1830862 B60/G01 F 268,550.00 ZZ
180 267,684.17 1
1
12212 LONGACRE AVENUE 6.750 2,376.42 43
GRANADA HILLS (AREA) 6.500 2,376.42 625,000.00
LOS ANGELES CA 91344 2 10/09/98 00
0431091131 05 12/01/98 0
256421 O 11/01/13
0
1830962 637/G01 F 265,000.00 ZZ
180 264,145.62 1
343 MONTSERRAT DRIVE 6.750 2,345.01 53
6.500 2,345.01 500,000.00
REDWOOD CITY CA 94065 2 10/12/98 00
0431094754 03 12/01/98 0
13428495 O 11/01/13
0
1830968 637/G01 F 357,000.00 ZZ
180 355,861.39 1
12168 PLUMAS DRIVE 6.875 3,183.92 64
6.625 3,183.92 565,000.00
SARATOGA CA 95070 2 10/19/98 00
0431106327 03 12/01/98 0
10943645 O 11/01/13
0
1830976 637/G01 F 328,000.00 ZZ
180 326,965.17 1
84 WOODRANCH CIRCLE 7.000 2,948.16 48
6.750 2,948.16 685,000.00
DANVILLE CA 94506 2 10/20/98 00
0431097898 05 12/01/98 0
13430434 O 11/01/13
0
1830983 637/G01 F 418,000.00 ZZ
180 416,681.22 1
33 PINE LANE 7.000 3,757.11 57
6.750 3,757.11 745,000.00
LOS ALTOS CA 94022 2 10/08/98 00
0431106434 05 12/01/98 0
13429345 O 11/01/13
0
1830990 637/G01 F 340,000.00 ZZ
180 338,903.80 1
1559 WAKEFIELD TERRACE 6.750 3,008.70 54
6.500 3,008.70 630,000.00
LOS ALTOS CA 94024 5 10/20/98 00
0431094622 05 12/01/98 0
1
13430731 O 11/01/13
0
1830998 637/G01 F 313,000.00 ZZ
180 311,990.86 1
605 WEST HILLSDALE BLVD 6.750 2,769.77 66
6.500 2,769.77 480,000.00
SAN MATEO CA 94403 2 10/19/98 00
0431107036 05 12/01/98 0
13439716 O 11/01/13
0
1831006 637/G01 F 300,000.00 ZZ
180 299,053.51 1
127 OLD GLORY COURT 7.000 2,696.49 54
6.750 2,696.49 560,000.00
FREMONT CA 94539 2 10/08/98 00
0431094663 03 12/01/98 0
13398086 O 11/01/13
0
1831013 637/G01 F 572,000.00 ZZ
180 570,155.81 1
16031 MATILIJA DRIVE 6.750 5,061.69 53
6.500 5,061.69 1,080,000.00
LOS GATOS CA 95030 2 10/17/98 00
0431106384 05 12/01/98 0
13430871 O 11/01/13
0
1831024 G56/G01 F 282,590.00 ZZ
180 281,688.72 1
561 DOUBLE CHURCHES ROAD 6.875 2,520.29 75
6.625 2,520.29 380,000.00
COLUMBUS GA 31904 5 10/08/98 00
0431096205 05 12/01/98 0
160158170 O 11/01/13
0
1831408 K08/G01 F 97,300.00 ZZ
180 96,986.29 1
9829 ASPEN GROVE PLACE 6.750 861.02 70
6.500 861.02 139,000.00
LAS VEGAS NV 89134 2 10/21/98 00
0411018633 03 12/01/98 0
411018633 O 11/01/13
0
1
1831413 637/G01 F 390,000.00 ZZ
180 388,728.94 1
1792 SIRRINE DRIVE 6.625 3,424.18 46
6.375 3,424.18 850,000.00
SANTA ANA AREA CA 92705 2 10/20/98 00
0431104454 05 12/01/98 0
10680114 O 11/01/13
0
1831526 J95/J95 F 330,000.00 ZZ
180 327,866.10 1
52880 LONG ISLAND DRIVE 6.750 2,920.21 55
6.500 2,920.21 600,000.00
ATLANTA GA 30327 1 09/30/98 00
10522308 05 11/01/98 0
10522308 O 10/01/13
0
1831531 J95/J95 F 332,000.00 T
180 328,839.31 1
111 BREAKWATER REACH CAPE SHOR 7.000 2,984.11 80
6.750 2,984.11 415,000.00
LEWES DE 19958 5 08/31/98 00
94898527 05 10/01/98 0
94898527 O 09/01/13
0
1831539 J95/J95 F 256,000.00 ZZ
180 254,397.40 1
5173 HORSESHOE PLACE NORTH EAS 7.125 2,318.93 80
6.875 2,318.93 320,000.00
ST PETERSBURG FL 33703 1 09/10/98 00
0013195664 05 11/01/98 0
0013195664 O 10/01/13
0
1831547 J95/J95 F 533,550.00 ZZ
180 530,136.87 1
3035 SUGARLOAF CLUB DRIVE 6.875 4,758.49 80
6.625 4,758.49 666,994.00
DULUTH GA 30097 5 09/18/98 00
10403590 05 11/01/98 0
10403590 O 10/01/13
0
1831556 J95/J95 F 272,700.00 ZZ
180 269,228.37 1
23 THUNDERCREEK PLACE 7.000 2,451.10 90
6.750 2,451.10 303,000.00
1
THE WOODLANDS TX 77381 5 07/14/98 04
13002696 05 09/01/98 25
13002696 O 08/01/13
0
1831557 F28/G01 F 400,000.00 ZZ
180 388,251.56 1
46 CORAL PL 6.875 3,567.42 80
6.625 3,567.42 500,000.00
GREENWOOD VILLA CO 80111 2 02/17/98 00
0431088475 03 04/01/98 0
3638529 O 03/01/13
0
1831559 F28/G01 F 304,000.00 ZZ
180 300,088.26 1
591 KENILWORTH AVE 6.875 2,711.24 80
6.625 2,711.24 380,000.00
GLEN ELLYN IL 60137 2 07/07/98 00
0431088426 05 09/01/98 0
3890963 O 08/01/13
0
1831560 F28/G01 F 300,000.00 ZZ
180 296,302.01 1
130 HICKORY ROAD 7.375 2,759.77 30
7.125 2,759.77 1,000,000.00
WESTON MA 02193 5 07/23/98 00
0431087642 05 09/01/98 0
3901265 O 08/01/13
0
1831563 F28/G01 F 346,000.00 ZZ
180 342,706.01 1
3030 SHOREWOOD LANE 7.000 3,109.95 76
6.750 3,109.95 460,000.00
ROSEVILLE MN 55113 2 08/12/98 00
0431088541 05 10/01/98 0
3969627 O 09/01/13
0
1831566 F28/G01 F 240,000.00 ZZ
180 237,715.15 1
58 BURDEAN ROAD 7.000 2,157.19 40
6.750 2,157.19 600,000.00
NEWTON MA 02459 2 08/26/98 00
0431088350 05 10/01/98 0
3983057 O 09/01/13
0
1
1831567 F28/G01 F 315,000.00 ZZ
180 312,984.94 1
6446 E TRAILRIDGE CIRCLE #76 6.875 2,809.34 80
6.625 2,809.34 395,000.00
MESA AZ 85215 1 09/01/98 00
0431088509 03 11/01/98 0
4001731 O 10/01/13
0
1831574 F28/G01 F 310,000.00 ZZ
180 307,929.91 1
3930 MISTLETOE ROAD 6.375 2,679.18 48
6.125 2,679.18 650,000.00
DALLAS OR 97338 5 09/25/98 00
0431088483 05 11/01/98 0
4059469 O 10/01/13
0
1831583 F28/G01 F 572,000.00 ZZ
180 568,261.29 1
5000 GLENBROOK ROAD N.W. 6.625 5,022.12 74
6.375 5,022.12 780,000.00
WASHINGTON DC 20016 2 09/25/98 00
0431088038 05 11/01/98 0
4119543 O 10/01/13
0
1831585 F28/G01 F 262,000.00 ZZ
180 260,305.81 1
2656 PALMER PLACE 6.750 2,318.47 79
6.500 2,318.47 335,000.00
WESTON FL 33332 2 09/30/98 00
0431087394 03 11/01/98 0
4132058 O 10/01/13
0
1831590 F28/G01 F 300,000.00 ZZ
180 298,039.13 1
7306 SAWGRASS POINT DRIVE 6.625 2,633.98 59
6.375 2,633.98 515,000.00
PINELLAS PARK FL 33782 2 09/18/98 00
0431088285 05 11/01/98 0
4149920 O 10/01/13
0
1831592 F28/G01 F 350,000.00 ZZ
180 348,871.57 1
1
74 LIGHTHOUSE DRIVE 6.750 3,097.18 54
6.500 3,097.18 650,000.00
JUPITER INLET C FL 33469 2 09/29/98 00
0431088376 05 12/01/98 0
4153029 O 11/01/13
0
1831595 F28/G01 F 281,000.00 ZZ
180 280,074.27 1
20 SAGAMORE ROAD 6.500 2,447.81 38
6.250 2,447.81 740,000.00
NEWTON MA 02161 2 10/09/98 00
0431088392 05 12/01/98 0
4164457 O 11/01/13
0
1831598 F28/G01 F 306,000.00 ZZ
180 304,044.30 1
4924 SUNSET FOREST CIRCLE 7.000 2,750.41 76
6.750 2,750.41 405,000.00
HOLLY SPRINGS NC 27540 2 09/25/98 00
0431089267 05 11/01/98 0
4171486 O 10/01/13
0
1831601 F28/G01 F 300,000.00 ZZ
180 299,043.19 1
700 N DOBSON ROAD #40 6.875 2,675.56 80
6.625 2,675.56 377,000.00
MESA AZ 85224 2 10/05/98 00
0431087998 03 12/01/98 0
4211124 O 11/01/13
0
1831603 F28/G01 F 360,000.00 ZZ
180 358,762.11 1
2 BARAKAT LANE 6.000 3,037.89 47
5.750 3,037.89 770,000.00
SHERBORN MA 01170 2 10/21/98 00
0431087907 05 12/01/98 0
4220323 O 11/01/13
0
1831604 F28/G01 F 342,000.00 ZZ
180 340,873.31 1
10505 RIO LINDO 6.500 2,979.19 69
6.250 2,979.19 500,000.00
DELRAY BEACH FL 33446 2 10/15/98 00
0431087949 03 12/01/98 0
1
4248508 O 11/01/13
0
1831610 J95/J95 F 300,000.00 T
180 298,101.50 1
253 BAREFOOT BEACH BOULEVARD 7.000 2,696.49 68
#403 6.750 2,696.49 445,000.00
BONITA SPRINGS FL 34134 1 09/30/98 00
0009487331 08 11/01/98 0
0009487331 O 10/01/13
0
1831612 J95/J95 F 245,000.00 ZZ
180 243,381.37 1
11539 S. WYNDCASTLE 6.500 2,134.21 55
6.250 2,134.21 451,500.00
SANDY UT 84092 5 09/08/98 00
13302864 05 11/01/98 0
13302864 O 10/01/13
0
1831616 J95/J95 F 360,000.00 ZZ
180 356,609.45 1
1 SURREY LANE 7.125 3,261.00 65
6.875 3,261.00 560,000.00
HAMPTON FALLS NH 03844 1 08/19/98 00
0016107336 05 10/01/98 0
0016107336 O 09/01/13
0
1831620 J95/J95 F 272,500.00 ZZ
180 269,877.73 1
14220 SUNRISE DRIVE NE 6.875 2,430.30 79
6.625 2,430.30 345,000.00
BAINBRIDGE ISLA WA 98110 2 08/21/98 00
13168240 05 10/01/98 0
13168240 O 09/01/13
0
1831621 J95/J95 F 253,400.00 ZZ
180 251,778.99 1
3192 JUPITER ISLAND COURT 6.875 2,259.96 80
6.625 2,259.96 316,778.00
MOUNT AIRY MD 21771 1 09/25/98 00
0009492471 03 11/01/98 0
0009492471 O 10/01/13
0
1
1831626 E33/G01 F 600,000.00 ZZ
180 600,000.00 1
555 WOODLAND ROAD 6.750 5,309.46 75
6.500 5,309.46 800,000.00
LAKE FOREST IL 60045 1 11/02/98 00
0431089507 05 01/01/99 0
331402078 O 12/01/13
0
1831628 J95/J95 F 301,500.00 T
180 299,550.39 1
375 EAST NAVAJO ROAD 6.750 2,668.01 90
6.500 2,668.01 335,000.00
MUNDS PARK AZ 86017 1 09/14/98 12
0016161010 05 11/01/98 25
0016161010 O 10/01/13
0
1831629 J95/J95 F 423,000.00 ZZ
180 420,294.05 1
14755 CREEK CLUB DR 6.875 3,772.55 77
6.625 3,772.55 550,000.00
ALPHARETTA GA 30004 2 09/24/98 00
0010120400 03 11/01/98 0
0010120400 O 10/01/13
0
1831630 J95/J95 F 397,000.00 ZZ
180 393,220.49 1
1837 OLD NATCHEZ TRACE 7.000 3,568.35 16
6.750 3,568.35 2,500,000.00
FRANKLIN TN 37069 2 08/26/98 00
12764658 05 10/01/98 0
12764658 O 09/01/13
0
1831636 J95/J95 F 272,000.00 ZZ
180 269,546.99 1
3831 TURTLE CREEK BOULEVARD 7.625 2,540.83 80
#20C 7.375 2,540.83 340,000.00
DALLAS TX 75219 1 08/19/98 00
001311161 06 10/01/98 0
001311161 O 09/01/13
0
1831646 J95/J95 F 368,000.00 ZZ
180 365,696.26 1
106 LESTER LANE 7.125 3,333.46 80
6.875 3,333.46 460,000.00
1
LOS GATOS CA 95032 1 09/11/98 00
0016189052 05 11/01/98 0
0016189052 O 10/01/13
0
1831647 J95/J95 F 314,500.00 ZZ
180 312,488.12 1
3628 BLACKEFORD CLUB DRIVE 6.875 2,804.89 87
6.625 2,804.89 363,000.00
MARIETTA GA 30062 2 09/17/98 10
10538940 05 11/01/98 12
10538940 O 10/01/13
0
1831657 J95/J95 F 265,000.00 ZZ
180 263,304.78 1
5 LAFAYETTE PLACE 6.875 2,363.42 76
6.625 2,363.42 350,343.00
WOBURN MA 01801 1 09/08/98 00
0016110090 05 11/01/98 0
0016110090 O 10/01/13
0
1831660 J95/J95 F 279,200.00 T
180 274,734.58 1
72 CLUBHOUSE ROAD 7.125 2,529.08 80
6.875 2,529.08 349,000.00
BRECKENRIDGE CO 80424 1 09/11/98 00
13257902 05 11/01/98 0
13257902 O 10/01/13
0
1831661 J95/J95 F 315,300.00 ZZ
180 309,370.64 1
4515 BURGESS HILL LANE 7.250 2,878.26 80
7.000 2,878.26 394,175.00
ALPHARETTA GA 30022 1 05/27/98 00
0010082261 03 07/01/98 0
0010082261 O 06/01/13
0
1831666 J95/J95 F 250,000.00 ZZ
180 248,400.73 1
5705 CHAUCER CIRCLE 6.875 2,229.64 61
6.625 2,229.64 411,000.00
SUWANEE GA 30024 1 09/14/98 00
10454916 05 11/01/98 0
10454916 O 10/01/13
0
1
1831671 J95/J95 F 245,000.00 ZZ
180 243,432.74 1
1070 MORROW CREST 6.875 2,185.04 87
6.625 2,185.04 282,000.00
HERNANDO MS 38632 2 09/16/98 01
0005919030 05 11/01/98 25
0005919030 O 10/01/13
0
1831672 J95/J95 F 267,000.00 ZZ
180 264,402.94 1
11281 SE LENORE STREET 6.750 2,362.71 69
6.500 2,362.71 390,000.00
CLACKAMAS OR 97015 5 08/24/98 00
16127045 05 10/01/98 0
16127045 O 09/01/13
0
1831681 J95/J95 F 307,000.00 ZZ
180 304,554.30 1
4536 KINGSBROOK ROAD 7.000 2,759.40 54
6.750 2,759.40 570,000.00
MEMPHIS TN 38117 2 09/11/98 00
0015030745 05 11/01/98 0
0015030745 O 10/01/13
0
1831683 J95/J95 F 305,000.00 T
180 302,222.24 1
1042 SIERRA WAY 6.750 2,698.98 80
6.500 2,698.98 385,000.00
PALM SPRINGS CA 92264 2 09/23/98 00
0016143000 05 11/01/98 0
0016143000 O 10/01/13
0
1831688 J95/J95 F 562,000.00 ZZ
180 558,365.93 1
755 KIRBY PLACE 6.750 4,973.19 65
6.500 4,973.19 870,000.00
BRENTWOOD TN 37027 2 09/02/98 00
0013108121 03 11/01/98 0
0013108121 O 10/01/13
0
1831690 J95/J95 F 268,400.00 ZZ
180 266,719.76 1
1
4214 PICKEREL DRIVE 7.125 2,431.26 65
6.875 2,431.26 418,000.00
UNION CITY CA 94587 2 08/31/98 00
0016188955 05 11/01/98 0
0016188955 O 10/01/13
0
1831694 J95/J95 F 320,000.00 ZZ
180 316,920.61 1
220 SILVER BIRCH LANE 6.875 2,853.94 66
6.625 2,853.94 486,000.00
BEAR DE 19701 2 08/27/98 00
0009485590 05 10/01/98 0
0009485590 O 09/01/13
0
1831704 J95/J95 F 400,000.00 ZZ
180 397,468.66 1
94 DWIGHT PLACE 7.000 3,595.32 80
6.750 3,595.32 500,000.00
ENGLEWOOD NJ 07631 1 09/17/98 00
0009464694 05 11/01/98 0
0009464694 O 10/01/13
0
1831709 J95/J95 F 245,600.00 ZZ
180 243,960.84 1
329 PTARMIGAN STREET 6.750 2,173.34 80
6.500 2,173.34 310,000.00
GOLDEN CO 80403 1 09/25/98 00
0009510710 05 11/01/98 0
0009510710 O 10/01/13
0
1831713 J95/J95 F 250,750.00 ZZ
180 249,111.05 1
3737 NORTH CALLE CANCION 6.625 2,201.57 85
6.375 2,201.57 295,000.00
TUCSON AZ 85718 2 09/21/98 12
0016174021 05 11/01/98 6
0016174021 O 10/01/13
0
1831716 J95/J95 F 292,000.00 ZZ
180 290,111.82 1
16086 RIDGE TEE DRIVE 6.750 2,583.94 80
6.500 2,583.94 365,000.00
MORRISON CO 80465 1 09/25/98 00
0016241028 05 11/01/98 0
1
0016241028 O 10/01/13
0
1831721 J95/J95 F 265,000.00 ZZ
180 263,286.43 1
6420 KIRBY RIDGE CV 6.750 2,345.01 64
6.500 2,345.01 415,000.00
MEMPHIS TN 38119 2 09/16/98 00
0015050065 05 11/01/98 0
0015050065 O 10/01/13
0
1831725 J95/J95 F 270,000.00 ZZ
180 268,272.80 1
6917 SHADY ELM LANE 6.875 2,408.01 89
6.625 2,408.01 304,000.00
ORANGEVALE CA 95662 2 09/16/98 10
0013280755 05 11/01/98 25
0013280755 O 10/01/13
0
1831842 B64/G01 F 325,755.00 ZZ
180 324,749.40 1
631 HOLLOW ROAD 7.250 2,973.70 80
7.000 2,973.70 410,000.00
WAYNE PA 19087 2 10/23/98 00
0431093780 05 12/01/98 0
61722 O 11/01/13
0
1831861 822/G01 F 480,000.00 ZZ
180 478,452.43 1
3310 BREIDABLIK DRIVE 6.750 4,247.57 80
6.500 4,247.57 600,000.00
GREENVILLE DE 19807 1 10/06/98 00
0431092618 03 12/01/98 0
0136092608 O 11/01/13
0
1831881 E82/G01 F 290,600.00 ZZ
180 289,673.17 1
1112 MONTECITO DRIVE 6.875 2,591.73 74
6.625 2,591.73 394,000.00
SAN ANGELO TX 76901 2 10/26/98 00
0400151403 05 12/01/98 0
0400151403 O 11/01/13
0
1
1831928 822/G01 F 416,000.00 ZZ
180 414,701.74 1
1310 EAGLE ROAD 7.125 3,768.26 25
6.875 3,768.26 1,700,000.00
NEW HOPE PA 18938 5 10/02/98 00
0431094317 05 12/01/98 0
1066000303 O 11/01/13
0
1831952 F28/G01 F 345,000.00 ZZ
180 342,793.02 1
2213 EDGEWATER PLACE 6.875 3,076.90 66
6.625 3,076.90 525,000.00
CHAMPAIGN IL 61822 2 09/21/98 00
0431087733 05 11/01/98 0
4141735 O 10/01/13
0
1832015 K08/G01 F 175,000.00 ZZ
180 174,488.65 1
9723 S. HICKORY CREST 7.875 1,659.79 60
7.625 1,659.79 293,000.00
PALOS HILLS IL 60465 2 10/22/98 00
0411087380 05 12/01/98 0
411087380 O 11/01/13
0
1832131 A91/G01 F 176,250.00 ZZ
180 176,250.00 1
110-16 63 RD ROAD 7.125 1,596.53 75
6.875 1,596.53 235,000.00
FOREST HILLS NY 11375 1 11/04/98 00
0431093624 05 01/01/99 0
000 O 12/01/13
0
1832169 076/076 F 331,000.00 ZZ
180 328,789.68 1
5 BETMARLEA ROAD 6.375 2,860.67 69
6.125 2,860.67 485,000.00
NORWALK CT 06850 2 09/23/98 00
1344403 05 11/01/98 0
1344403 O 10/01/13
0
1832172 076/076 F 269,164.00 ZZ
170 266,271.30 1
3987 MIMOSA PLACE 6.625 2,444.94 80
6.375 2,444.94 340,000.00
1
PALM HARBOR FL 34685 1 08/26/98 00
7108202 03 10/01/98 0
7108202 O 11/01/12
0
1832175 076/076 F 291,000.00 ZZ
180 289,158.44 1
1706 56TH STREET COURT 7.000 2,615.60 56
6.750 2,615.60 525,000.00
MOLINE IL 61265 5 09/24/98 00
7253344 05 11/01/98 0
7253344 O 10/01/13
0
1832178 076/076 F 236,350.00 ZZ
180 234,805.17 1
3745 JOHNATHON AVENUE 6.625 2,075.14 77
6.375 2,075.14 307,000.00
PALM HARBOR FL 34685 2 09/18/98 00
7266491 03 11/01/98 0
7266491 O 10/01/13
0
1832179 076/076 F 267,000.00 ZZ
180 265,254.82 1
56 FLORIDA HILL ROAD 6.625 2,344.25 63
6.375 2,344.25 425,000.00
RIDGEFIELD CT 06877 2 09/24/98 00
7266842 05 11/01/98 0
7266842 O 10/01/13
0
1832180 076/076 F 300,000.00 ZZ
180 297,846.81 1
135 BROCHANT CIRCLE 6.250 2,572.27 78
6.000 2,572.27 386,000.00
BLUE BELL PA 19422 2 09/11/98 00
7266944 05 11/01/98 0
7266944 O 10/01/13
0
1832183 076/076 F 277,900.00 ZZ
180 276,122.26 1
1324 MAPLE AVENUE 6.875 2,478.47 68
6.625 2,478.47 410,000.00
WILMETTE IL 60091 2 09/21/98 00
7270137 05 11/01/98 0
7270137 O 10/01/13
0
1
1832186 076/076 F 528,000.00 ZZ
180 526,297.67 1
1520 CLEVELAND ROAD 6.750 4,672.33 80
6.500 4,672.33 660,000.00
BOGART GA 30622 2 10/07/98 00
7274455 05 12/01/98 0
7274455 O 11/01/13
0
1832188 076/076 F 255,000.00 ZZ
180 253,297.19 1
67 BARSTOW AVENUE 6.375 2,203.84 76
6.125 2,203.84 338,000.00
NORWELL MA 02061 2 09/23/98 00
7282297 05 11/01/98 0
7282297 O 10/01/13
0
1832193 076/076 F 303,500.00 ZZ
180 301,537.45 1
3000 BAYOU BEND ROAD 6.750 2,685.71 61
6.500 2,685.71 500,000.00
LAKE CHARLES LA 70605 2 09/25/98 00
7299016 05 11/01/98 0
7299016 O 10/01/13
0
1832194 076/076 F 273,000.00 ZZ
180 269,755.51 1
19515 DOEWOOD DRIVE 6.875 2,434.77 78
6.625 2,434.77 350,000.00
MONUMENT CO 80132 2 08/26/98 00
7303413 03 10/01/98 0
7303413 O 09/01/13
0
1832197 076/076 F 900,000.00 ZZ
180 891,523.65 1
1561 LAKEWOOD DRIVE 7.125 8,152.49 68
6.875 8,152.49 1,340,000.00
LEXINGTON KY 40502 2 08/31/98 00
7308612 05 10/01/98 0
7308612 O 09/01/13
0
1832198 076/076 F 529,000.00 T
180 524,071.32 1
1
86 SEAGATE DRIVE 7.250 4,829.05 52
UNIT 10 7.000 4,829.05 1,027,000.00
NAPLES FL 34103 2 08/20/98 00
7312439 03 10/01/98 0
7312439 O 09/01/13
0
1832199 076/076 F 380,000.00 ZZ
180 377,462.46 1
17 BALTIMORE WOODLANDS 6.375 3,284.16 76
6.125 3,284.16 506,000.00
MONROVIA IN 46157 2 09/16/98 00
7315493 05 11/01/98 0
7315493 O 10/01/13
0
1832200 076/076 F 385,900.00 ZZ
180 382,226.16 1
LOT 11 MEEKER CREEK S/D 7.000 3,468.58 80
6.750 3,468.58 482,433.00
DAYTON OH 45414 1 09/01/98 00
7321740 05 10/01/98 0
7321740 O 09/01/13
0
1832202 076/076 F 292,000.00 ZZ
180 290,152.13 1
7004 EAGLE BLUFF CT 7.000 2,624.58 79
6.750 2,624.58 371,000.00
GRANBURY TX 76049 1 09/24/98 00
7323138 03 11/01/98 0
7323138 O 10/01/13
0
1832206 076/076 F 280,000.00 ZZ
180 276,725.97 1
6750 MINES ROAD SE 6.750 2,477.75 38
6.500 2,477.75 750,000.00
WARREN OH 44484 2 08/31/98 00
7340629 05 10/01/98 0
7340629 O 09/01/13
0
1832211 076/076 F 330,000.00 ZZ
180 327,934.14 1
75290 RIVER ROAD 7.125 2,989.25 51
6.875 2,989.25 650,000.00
COVINGTON LA 70435 2 09/17/98 00
7347875 05 11/01/98 0
1
7347875 O 10/01/13
0
1832213 076/076 F 357,500.00 ZZ
180 355,163.31 1
2280 EAST PLACITA SIN MUERTE 6.625 3,138.83 89
6.375 3,138.83 405,000.00
TUCSON AZ 85718 2 09/15/98 11
7348160 03 11/01/98 25
7348160 O 10/01/13
0
1832214 076/076 F 307,000.00 ZZ
180 303,921.49 1
6803 WEST END BLVD 6.750 2,716.68 63
6.500 2,716.68 492,000.00
NEW ORLEANS LA 70124 2 09/22/98 00
7350724 05 11/01/98 0
7350724 O 10/01/13
0
1832215 076/076 F 248,000.00 T
180 246,396.34 1
15 PLATT CLINE 6.750 2,194.58 80
6.500 2,194.58 310,000.00
FLAGSTAFF AZ 86001 1 09/16/98 00
7350843 03 11/01/98 0
7350843 O 10/01/13
0
1832216 076/076 F 492,000.00 ZZ
180 488,953.24 1
12259 EAST CORTEZ DRIVE 7.250 4,491.29 80
7.000 4,491.29 615,000.00
SCOTTSDALE AZ 85259 1 09/23/98 00
7351480 03 11/01/98 0
7351480 O 10/01/13
0
1832270 830/G01 F 329,600.00 ZZ
180 328,514.16 1
4521 NORTH VERSAILLES AVENUE 6.500 2,871.17 77
6.250 2,871.17 430,000.00
HIGHLAND PARK TX 75205 2 10/26/98 00
0431091453 05 12/01/98 0
540169 O 11/01/13
0
1
1832363 B75/G01 F 47,500.00 ZZ
180 47,353.37 1
1765 PALO VERDE BLVD SOUTH 7.250 433.61 74
7.000 433.61 65,000.00
LAKE HAVASU CIT AZ 86403 1 10/20/98 00
0431113737 05 12/01/98 0
6111819 O 11/01/13
0
1832449 638/G01 F 214,000.00 ZZ
180 213,324.84 1
397 WEST 1400 NORTH 7.000 1,923.49 77
6.750 1,923.49 280,000.00
AMERICAN FORK UT 84003 2 10/21/98 00
0431090372 05 12/01/98 0
08814386 O 11/01/13
0
1832536 J95/J95 F 390,000.00 ZZ
180 386,247.02 1
3485 LONE TREE LANE 6.875 3,478.23 47
6.625 3,478.23 830,000.00
RENO NV 89511 2 08/21/98 00
0012839346 05 10/01/98 0
0012839346 O 09/01/13
0
1832545 J95/J95 F 500,000.00 ZZ
180 496,731.90 1
6617 BRIARCROFT STREET 6.625 4,389.97 63
6.375 4,389.97 800,000.00
CLIFTON VA 20124 5 09/25/98 00
0016217317 05 11/01/98 0
0016217317 O 10/01/13
0
1832550 J95/J95 F 310,000.00 ZZ
180 309,011.29 1
688 LARIAT LANE 6.875 2,764.75 52
6.625 2,764.75 606,000.00
SAN JOSE CA 95132 2 10/02/98 00
0013167846 05 12/01/98 0
0013167846 O 11/01/13
0
1832553 J95/J95 F 252,500.00 ZZ
120 240,093.20 1
106 RIVER PLACE 6.875 2,915.50 64
6.625 2,915.50 400,000.00
1
LOUISVILLE TN 37777 2 03/25/98 00
0012466801 05 05/01/98 0
0012466801 O 04/01/08
0
1832559 J95/J95 F 418,450.00 ZZ
180 415,773.17 1
5912 KING WILLIAM COURT 6.875 3,731.96 69
6.625 3,731.96 610,000.00
PLANO TX 75093 2 09/15/98 00
0012562203 05 11/01/98 0
0012562203 O 10/01/13
0
1832566 J95/J95 F 263,500.00 ZZ
180 261,777.72 1
1204 CHOCTAW TRAIL 6.625 2,313.51 76
6.375 2,313.51 350,000.00
BRENTWOOD TN 37027 2 09/24/98 00
0012770665 05 11/01/98 0
0012770665 O 10/01/13
0
1832569 J95/J95 F 250,200.00 ZZ
180 248,599.47 1
3410 MILLER HEIGHTS ROAD 6.875 2,231.42 71
6.625 2,231.42 356,000.00
OAKTON VA 22124 2 09/22/98 00
0013320171 05 11/01/98 0
0013320171 O 10/01/13
0
1832581 J95/J95 F 274,000.00 ZZ
180 267,258.43 1
32701 WEST CHEROKEE LANE 6.875 2,443.68 80
6.625 2,443.68 345,000.00
WICKENBURG AZ 85358 2 06/19/98 00
0012924577 05 08/01/98 0
0012924577 O 07/01/13
0
1832587 J95/J95 F 242,050.00 ZZ
180 240,484.81 1
35 HIDDEN LAKES DRIVE 6.750 2,141.93 89
6.500 2,141.93 272,500.00
CARROLLTON GA 30116 2 09/22/98 10
0010541183 05 11/01/98 12
0010541183 O 10/01/13
0
1
1832604 J95/J95 F 269,600.00 ZZ
180 267,875.36 1
4101 DORMAN DRIVE 6.875 2,404.44 80
6.625 2,404.44 337,000.00
NASHVILLE TN 37215 1 09/08/98 00
0012784724 05 11/01/98 0
0012784724 O 10/01/13
0
1832610 J95/J95 F 264,000.00 ZZ
180 262,292.87 1
7973 E STROH ROAD 6.750 2,336.17 53
6.500 2,336.17 500,000.00
PARKER CO 80134 5 09/25/98 00
0009522103 05 11/01/98 0
0009522103 O 10/01/13
0
1832611 664/G01 F 290,000.00 ZZ
180 289,054.85 1
106 PATRICIAN WAY 6.625 2,546.19 57
6.375 2,546.19 510,000.00
PASADENA CA 91105 5 10/19/98 00
0431090836 05 12/01/98 0
2773018 O 11/01/13
0
1832615 J95/J95 F 308,800.00 ZZ
180 306,824.59 1
6255 CHEROKEE WAY 6.875 2,754.05 80
6.625 2,754.05 386,000.00
SUWANEE GA 30024 5 09/14/98 00
0013354220 03 11/01/98 0
0013354220 O 10/01/13
0
1832625 J95/J95 F 409,000.00 ZZ
180 406,326.70 1
2167 SOUTH FILLMORE STREET 6.625 3,590.99 73
6.375 3,590.99 565,000.00
DENVER CO 80210 2 09/25/98 00
0013358635 05 11/01/98 0
0013358635 O 10/01/13
0
1832630 J95/J95 F 290,000.00 ZZ
180 286,268.40 1
1
3701 TYNEMOORE TRACE 6.875 2,586.38 80
6.625 2,586.38 363,229.00
SMYRNA GA 30080 1 08/05/98 00
0012963641 05 09/01/98 0
0012963641 O 08/01/13
0
1832653 J95/J95 F 270,000.00 ZZ
180 268,309.77 1
660 N MAIN STREET 7.125 2,445.74 78
6.875 2,445.74 350,000.00
GLEN ELLYN IL 60137 2 09/08/98 00
0013186184 05 11/01/98 0
0013186184 O 10/01/13
0
1832660 J95/J95 F 610,000.00 ZZ
180 606,097.82 1
5 ANNANDALE ROAD 6.875 5,440.31 61
6.625 5,440.31 1,000,000.00
NASHVILLE TN 37215 2 09/25/98 00
0012785051 05 11/01/98 0
0012785051 O 10/01/13
0
1832671 J95/J95 F 310,000.00 ZZ
180 307,737.21 1
510 COUNCIL FIRE 6.750 2,743.22 69
6.500 2,743.22 450,000.00
CHATTANOOGA TN 37421 2 09/25/98 00
0150584449 05 11/01/98 0
0150584449 O 10/01/13
0
1832678 J95/J95 F 360,000.00 ZZ
180 357,697.06 1
44 GOLDEN EAGLE LANE 6.875 3,210.68 74
6.625 3,210.68 490,000.00
LITTLETON CO 80127 2 09/24/98 00
0013105770 05 11/01/98 0
0013105770 O 10/01/13
0
1832682 J95/J95 F 270,000.00 ZZ
180 268,141.65 1
769 HARBOR ISLAND DRIVE 6.875 2,408.01 69
6.625 2,408.01 395,000.00
CLEARWATER FL 33767 1 09/15/98 00
0013195276 05 11/01/98 0
1
0013195276 O 10/01/13
0
1832702 J95/J95 F 284,900.00 ZZ
180 283,037.85 1
138 READ TRAIL 6.625 2,501.40 95
6.375 2,501.40 299,988.00
ROCKYVALE TN 37153 1 09/23/98 19
0005950977 05 11/01/98 30
0005950977 O 10/01/13
0
1832899 992/G01 F 280,000.00 ZZ
180 277,419.33 1
58 HAZELWOOD DRIVE 7.375 2,575.79 66
7.125 2,575.79 430,000.00
JERICHO NY 11753 1 08/31/98 00
0431093871 05 10/01/98 0
351335 O 09/01/13
0
1832921 A50/A50 F 328,000.00 ZZ
180 326,942.50 1
2009 FOXCROFT ROAD 6.750 2,902.50 80
6.500 2,902.50 410,000.00
LAGRANGE GA 30240 2 09/30/98 00
115460 05 12/01/98 0
115460 O 11/01/13
0
1832945 830/G01 F 260,000.00 ZZ
180 259,162.14 1
9748 VALE STREET NORTH WEST 6.750 2,300.36 58
6.500 2,300.36 451,000.00
COON RAPIDS MN 55433 2 10/30/98 00
0431091164 05 12/01/98 0
540223 O 11/01/13
0
1832960 638/G01 F 132,500.00 ZZ
180 132,090.98 1
1744 SOUTH ELM STREET 7.250 1,209.54 77
7.000 1,209.54 172,500.00
DES PLAINES IL 60116 1 10/20/98 00
0431092857 05 12/01/98 0
08810897 O 11/01/13
0
1
1832966 638/G01 F 368,000.00 ZZ
180 366,826.31 1
6444 LAKESIDE WOODS CIRCLE 6.875 3,282.02 80
6.625 3,282.02 460,000.00
INDIANAPOLIS IN 46278 2 10/16/98 00
0431093137 03 12/01/98 0
08803719 O 11/01/13
0
1832972 638/G01 F 70,000.00 ZZ
180 69,783.92 2
7 LAWRENCE ROAD 7.250 639.00 45
7.000 639.00 156,000.00
REVERE MA 02151 2 10/14/98 00
0431093210 05 12/01/98 0
08796378 O 11/01/13
0
1832975 638/G01 F 273,000.00 ZZ
180 272,129.30 1
10441 BOSAHAN COURT 6.875 2,434.76 86
6.625 2,434.76 320,000.00
CARMEL IN 46032 2 10/16/98 19
0431093889 03 12/01/98 25
8803119 O 11/01/13
0
1833003 G10/G01 F 90,000.00 ZZ
180 89,725.18 1
9069 GUNNISON DRIVE 7.375 827.94 40
7.125 827.94 225,000.00
DALLAS TX 75231 5 10/27/98 00
0431097112 05 12/01/98 0
XD8109021 O 11/01/13
0
1833093 637/G01 F 327,350.00 ZZ
180 326,317.22 1
10626 FAIRFIELD AVENUE 7.000 2,942.32 80
6.750 2,942.32 409,204.00
LAS VEGAS NV 89123 1 10/26/98 00
0431091594 03 12/01/98 0
0011521077 O 11/01/13
0
1833100 637/G01 F 505,000.00 ZZ
180 503,371.83 1
900 HIGHLANDS CIRCLE 6.750 4,468.80 56
6.500 4,468.80 907,000.00
1
LOS ALTOS CA 94024 2 10/16/98 00
0431096544 05 12/01/98 0
0013441134 O 11/01/13
0
1833131 992/G01 F 490,000.00 ZZ
132 487,487.04 1
85 BOWMAN DRIVE NORTH 6.750 5,269.21 55
6.500 5,269.21 900,000.00
GREENWICH CT 06831 2 10/21/98 00
0431093095 05 12/01/98 0
350146 O 11/01/09
0
1833132 637/G01 F 296,000.00 ZZ
180 295,066.13 1
924 CHEYENNE DRIVE 7.000 2,660.54 67
6.750 2,660.54 445,000.00
WALNUT CREEK CA 94598 5 10/15/98 00
0431098045 05 12/01/98 0
0010148500 O 11/01/13
0
1833135 637/G01 F 280,000.00 ZZ
180 279,106.97 1
4730 WOODCLIFF COURT 6.875 2,497.20 59
6.625 2,497.20 475,000.00
SANTA ROSA CA 95405 5 10/19/98 00
0431098029 05 12/01/98 0
0013818091 O 11/01/13
0
1833229 637/G01 F 312,000.00 ZZ
180 311,004.91 1
1579 SOUTH MARY AVENUE 6.875 2,782.59 70
6.625 2,782.59 450,000.00
SUNNYVALE CA 94087 2 10/20/98 00
0431103969 05 12/01/98 0
13428396 O 11/01/13
0
1833282 637/G01 F 256,800.00 ZZ
180 255,989.81 1
32255 DERBY STREET 7.000 2,308.19 74
6.750 2,308.19 350,000.00
UNION CITY CA 94587 2 10/16/98 00
0431106947 05 12/01/98 0
0013429006 O 11/01/13
0
1
1833287 637/G01 F 373,000.00 ZZ
180 371,823.20 1
160 CRESTRIDGE DRIVE 7.000 3,352.63 52
6.750 3,352.63 720,000.00
DANVILLE CA 94506 5 10/20/98 00
0431110170 03 12/01/98 0
13430467 O 11/01/13
0
1833294 637/G01 F 385,000.00 ZZ
180 383,785.34 1
744 LONGRIDGE ROAD 7.000 3,460.49 59
6.750 3,460.49 660,000.00
OAKLAND CA 94610 2 10/20/98 00
0431107200 05 12/01/98 0
13430574 O 11/01/13
0
1833299 637/G01 F 300,000.00 ZZ
180 299,043.18 1
351 ESTRELLA ROAD 6.875 2,675.57 45
6.625 2,675.57 680,000.00
FREMONT CA 94539 2 10/16/98 00
0431096239 05 12/01/98 0
13430848 O 11/01/13
0
1833300 637/G01 F 234,500.00 ZZ
180 233,735.74 1
3955 MIDWAY AVENUE 6.625 2,058.90 51
6.375 2,058.90 462,500.00
CULVER CITY CA 90232 2 10/20/98 00
0431109750 05 12/01/98 0
0013443536 O 11/01/13
0
1833303 637/G01 F 410,000.00 ZZ
180 408,706.47 1
3570 CANTELOW ROAD 7.000 3,685.20 59
6.750 3,685.20 700,000.00
VACAVILLE CA 95688 2 10/20/98 00
0431103860 05 12/01/98 0
0013430129 O 11/01/13
0
1833307 637/G01 F 509,000.00 ZZ
180 507,376.61 1
1
2586 GREENROCK ROAD 6.875 4,539.54 51
6.625 4,539.54 1,000,000.00
MILPITAS CA 95035 2 10/20/98 00
0431102177 05 12/01/98 0
0013427620 O 11/01/13
0
1833309 637/G01 F 337,500.00 ZZ
180 336,400.05 1
2408 SUNRISE DRIVE 6.625 2,963.23 75
6.375 2,963.23 450,000.00
BISHOP CA 93514 5 10/16/98 00
0431103811 05 12/01/98 0
13921937 O 11/01/13
0
1833323 709/G01 F 500,000.00 ZZ
180 498,387.95 1
1912 GLENVIEW DRIVE 6.750 4,424.55 67
6.500 4,424.55 750,000.00
LAS VEGAS NV 89134 5 10/23/98 00
0431097955 05 12/01/98 0
376798 O 11/01/13
0
1833327 624/G01 F 253,000.00 ZZ
180 252,210.44 1
821 UNION ROAD 7.125 2,291.75 35
6.875 2,291.75 735,000.00
HOLLISTER CA 95023 2 10/21/98 00
0431095165 05 12/01/98 0
41101680636 O 11/01/13
0
1833589 637/G01 F 468,000.00 ZZ
180 466,507.37 1
2358 CABALLO RANCHERO DR 6.875 4,173.88 69
6.625 4,173.88 680,000.00
DIABLO CA 94528 2 10/21/98 00
0431100528 05 12/01/98 0
0013433644 O 11/01/13
0
1833595 637/G01 F 276,100.00 ZZ
180 275,200.16 1
697 NORTH RICHLAND DRIVE 6.625 2,424.14 35
6.375 2,424.14 790,000.00
SALT LAKE CITY UT 84103 2 10/26/98 00
0431096676 05 12/01/98 0
1
0011317179 O 11/01/13
0
1833598 637/G01 F 386,000.00 ZZ
180 384,768.90 1
1597 SERAFIX ROAD 6.875 3,442.56 45
6.625 3,442.56 860,000.00
ALAMO CA 94507 2 10/22/98 00
0431121037 03 12/01/98 0
0013433685 O 11/01/13
0
1833601 637/G01 F 257,000.00 ZZ
180 256,180.33 1
1172 ELMSFORD DRIVE 6.875 2,292.07 46
6.625 2,292.07 560,000.00
CUPERTINO CA 95014 2 10/20/98 00
0431114768 05 12/01/98 0
0013437249 O 11/01/13
0
1833607 637/G01 F 339,000.00 ZZ
180 337,907.03 1
14388 OKA ROAD 6.750 2,999.85 55
6.500 2,999.85 620,000.00
LOS GATOS CA 95032 2 10/17/98 00
0431102722 05 12/01/98 0
0013443619 O 11/01/13
0
1833610 455/G01 F 288,800.00 ZZ
180 287,888.85 1
5592 COOL SPRINGS ROAD 7.000 2,595.82 33
6.750 2,595.82 900,000.00
GAINESVILLE GA 30506 2 10/29/98 00
0431093814 05 12/01/98 0
81712 O 11/01/13
0
1833706 201/G01 F 280,000.00 ZZ
180 279,077.56 1
14225 MORNING MOUNTAIN WAY 6.500 2,439.11 68
6.250 2,439.11 415,000.00
ALPHARETTA GA 30004 2 10/28/98 00
0431093855 05 12/01/98 0
505210 O 11/01/13
0
1
1833709 664/G01 F 312,500.00 ZZ
180 310,407.81 1
9952 SUNDERLAND STREET 6.750 2,765.35 60
6.500 2,765.35 525,000.00
SANTA ANA AREA CA 92705 2 09/28/98 00
0431119445 03 11/01/98 0
2769677 O 10/01/13
0
1833881 356/G01 F 316,000.00 ZZ
180 315,035.12 1
1010 LAMB CT 7.375 2,906.96 80
7.125 2,906.96 395,000.00
PLEASANTON CA 94588 1 10/13/98 00
0431098011 05 12/01/98 0
2585842 O 11/01/13
0
1833909 F53/G01 F 80,000.00 ZZ
180 79,747.61 1
47 VIA PALACIO 7.000 719.06 29
6.750 719.06 282,590.00
SAN CLEMENTE CA 92672 1 10/19/98 00
0431095397 05 12/01/98 0
ASA2118SMUC O 11/01/13
0
1833974 E82/G01 F 347,000.00 ZZ
180 347,000.00 1
379 CEDARCROFT DRIVE 6.750 3,070.64 80
6.500 3,070.64 435,000.00
BRICK NJ 08724 2 11/03/98 00
0400159034 05 01/01/99 0
1547633 O 12/01/13
0
1833994 M46/G01 F 322,362.00 ZZ
180 321,333.87 1
120 JUANITA DRIVE #16 6.875 2,875.00 75
6.625 2,875.00 430,000.00
INCLINE VILLAGE NV 89451 2 10/26/98 00
0431095330 01 12/01/98 0
8850015 O 11/01/13
0
1834042 A47/G01 F 150,000.00 ZZ
180 150,000.00 1
2485 GLEBE AVENUE 6.500 1,306.66 75
6.250 1,306.66 200,000.00
1
BRONX NY 10461 5 11/02/98 00
0431099746 05 01/01/99 0
0000 O 12/01/13
0
1834092 069/G01 F 143,000.00 ZZ
180 142,548.84 1
3918 FRAKLIN STREET 7.000 1,285.33 64
LA CRESENTA AREA 6.750 1,285.33 225,000.00
GLENDALE CA 91214 2 09/28/98 00
0431097237 05 12/01/98 0
229441 O 11/01/13
0
1834093 966/G01 F 333,000.00 ZZ
180 331,937.94 1
2806 STONEGATE DRIVE 6.875 2,969.87 59
6.625 2,969.87 572,800.00
TEXARKANA TX 75503 2 10/23/98 00
0431097708 05 12/01/98 0
30006118 O 11/01/13
0
1834120 830/G01 F 128,750.00 ZZ
180 128,348.19 1
341 SOUTH LARKWOOD STREET 7.125 1,166.26 52
6.875 1,166.26 250,000.00
ANAHEIM CA 92808 2 10/30/98 00
0431103324 03 12/01/98 0
1907674 O 11/01/13
0
1834140 E82/G01 F 460,000.00 ZZ
180 460,000.00 1
3018 SMITH LANE 6.500 4,007.09 66
6.250 4,007.09 700,000.00
FRANKLIN TN 37069 2 11/03/98 00
0400152542 03 01/01/99 0
0400152542 O 12/01/13
0
1834352 A50/A50 F 348,800.00 ZZ
180 344,978.52 1
1200 COLLEGE HILL RD 7.000 3,135.11 80
6.750 3,135.11 436,000.00
JASPER AL 35501 2 09/21/98 00
115143 05 11/01/98 0
115143 O 10/01/13
0
1
1834392 B75/G01 F 268,000.00 ZZ
180 268,000.00 1
260 E CHESTNUT 6.625 2,353.02 80
#3701 6.375 2,353.02 335,000.00
CHICAGO IL 60611 1 11/02/98 00
0431101146 06 01/01/99 0
7544612 O 12/01/13
0
1834848 961/G01 F 308,000.00 ZZ
180 307,006.98 1
4757 LA CANADA BOULEVARD 6.750 2,725.52 44
6.500 2,725.52 700,000.00
LA CANADA FLINT CA 91011 2 10/09/98 00
0431110139 05 12/01/98 0
09111642 O 11/01/13
0
1835140 638/G01 F 125,000.00 ZZ
180 124,592.61 1
33415 SEQUOIA STREET 6.625 1,097.49 76
6.375 1,097.49 165,000.00
SCAPPOOSE OR 97056 1 10/21/98 00
0431093616 05 12/01/98 0
8807702 O 11/01/13
0
1835246 026/G01 F 287,000.00 ZZ
180 287,000.00 1
10 GOVERNORS HILL 7.000 2,579.64 63
6.750 2,579.64 460,000.00
COLUMBIA SC 29201 2 11/24/98 00
0431127851 05 01/01/99 0
200491261 O 12/01/13
0
1835292 992/G01 F 365,000.00 ZZ
180 363,848.44 1
43 NEW ST 7.000 3,280.73 80
6.750 3,280.73 456,300.00
KATONAH NY 10536 1 10/29/98 00
0431095934 05 12/01/98 0
357432 O 11/01/13
0
1835335 758/G01 F 178,150.00 ZZ
180 178,150.00 1
1
13415 QUEENSBURY LANE 6.625 1,564.15 59
6.375 1,564.15 305,000.00
HOUSTON TX 77079 2 11/11/98 00
0431114131 05 01/01/99 0
0000 O 12/01/13
0
1835357 K08/G01 F 300,000.00 ZZ
180 299,032.77 1
3501 VILLANOVA DRIVE 6.750 2,654.73 33
6.500 2,654.73 935,000.00
UNIVERSITY PARK TX 75225 2 11/02/98 00
0411087232 05 12/01/98 0
411087232 O 11/01/13
0
1835393 K08/G01 F 72,000.00 ZZ
180 71,762.80 1
905 WHITEHALL STREET 6.500 627.20 48
6.250 627.20 152,000.00
SILVER SPRING MD 20901 2 10/27/98 00
0411113525 05 12/01/98 0
411113525 O 11/01/13
0
1835442 K08/G01 F 230,000.00 ZZ
180 228,797.72 1
5908 SUNRIDGE COURT 7.375 2,115.82 59
7.125 2,115.82 390,000.00
CLARKSTON MI 48348 2 10/20/98 00
0411104953 03 12/01/98 0
411104953 O 11/01/13
0
1836454 830/G01 F 101,400.00 ZZ
180 101,073.08 1
798 EAST 8230 SOUTH 6.750 897.30 73
6.500 897.30 140,500.00
SANDY UT 84094 2 10/30/98 00
0431103001 05 12/01/98 0
540422 O 11/01/13
0
1836587 601/G01 F 237,000.00 ZZ
180 233,867.49 1
18302 INVERGORDON LANE 6.875 2,113.69 39
6.625 2,113.69 618,000.00
CORNELIUS NC 28031 2 07/24/98 00
0431094739 03 09/01/98 0
1
1254875 O 08/01/13
0
1836593 601/G01 F 258,400.00 ZZ
180 255,939.99 1
528 CAMELOT DRIVE 7.000 2,322.57 95
6.750 2,322.57 272,000.00
LIBERTY MO 64068 1 08/25/98 04
0431101104 05 10/01/98 30
1260102 O 09/01/13
0
1836596 601/G01 F 275,000.00 ZZ
180 274,103.75 1
2743 30TH AVE SW 6.625 2,414.48 70
6.375 2,414.48 397,500.00
FARGO ND 58103 2 10/09/98 00
0431099449 05 12/01/98 0
1269531 O 11/01/13
0
1836599 601/G01 F 424,000.00 ZZ
180 422,647.70 1
3424 OLD DOMINION ROAD 6.875 3,781.47 59
6.625 3,781.47 730,000.00
LINCOLN NE 68516 2 10/02/98 00
0431099399 03 12/01/98 0
1269909 O 11/01/13
0
1836608 601/G01 F 386,500.00 ZZ
180 385,226.71 1
2020 MILLVIEW LANE 6.500 3,366.83 76
6.250 3,366.83 515,000.00
COEUR D'ALENE ID 83814 2 10/14/98 00
0431099670 05 12/01/98 0
1274008 O 11/01/13
0
1836611 601/G01 F 281,839.00 ZZ
180 278,289.26 1
4250 GATEWOOD LN 7.125 2,552.99 50
6.875 2,552.99 565,000.00
DULUTH GA 30097 2 08/17/98 00
0431101294 05 09/01/98 0
1274502 O 08/01/13
0
1
1836613 601/G01 F 400,000.00 ZZ
180 398,738.02 1
654 ROUND HILL DRIVE 7.000 3,595.31 80
6.750 3,595.31 500,000.00
GRAND JUNCTION CO 81506 2 10/22/98 00
0431099662 05 12/01/98 0
1275060 O 11/01/13
0
1836614 601/G01 F 299,000.00 ZZ
180 297,993.59 1
2400 SECRETARIAT COURT 6.250 2,563.70 48
6.000 2,563.70 625,000.00
WALTON NE 68461 2 10/09/98 00
0431100601 05 12/01/98 0
1276789 O 11/01/13
0
1836617 601/G01 F 281,000.00 ZZ
180 280,084.19 1
209 KING OWEN CT 6.625 2,467.16 77
6.375 2,467.16 366,000.00
CHARLOTTE NC 28211 2 09/30/98 00
0431100049 05 12/01/98 0
1277407 O 11/01/13
0
1836627 601/G01 F 365,500.00 ZZ
180 352,687.78 1
307 DUNBARTON ROAD 7.500 3,388.24 85
7.250 3,388.24 430,000.00
WATSONVILLE CA 95076 2 08/12/98 11
0431101047 05 10/01/98 6
1278575 O 09/01/13
0
1836628 601/G01 F 332,000.00 ZZ
180 329,806.58 1
25 BRIARWOOD PLACE 6.500 2,892.08 78
6.250 2,892.08 427,000.00
BRIARWOOD ND 58104 1 09/26/98 00
0431101195 05 11/01/98 0
1279163 O 10/01/13
0
1836631 601/G01 F 400,000.00 ZZ
180 398,710.36 1
23 RAZORBACK ROAD 6.750 3,539.64 77
6.500 3,539.64 525,000.00
1
ROGERS AR 72756 2 10/07/98 00
0431099696 03 12/01/98 0
1279612 O 11/01/13
0
1836633 638/G01 F 317,500.00 ZZ
180 316,498.30 1
4620 SAN ANTONIO ROAD 7.000 2,853.78 63
6.750 2,853.78 512,000.00
YORBA LINDA CA 92886 2 10/15/98 00
0431098219 05 12/01/98 0
08796164 O 11/01/13
0
1836634 601/G01 F 310,700.00 ZZ
180 309,719.76 1
3449 E DESERT BROOM WAY 7.000 2,792.66 72
6.750 2,792.66 435,000.00
PHOENIX AZ 85044 2 10/01/98 00
0431099779 05 12/01/98 0
1279849 O 11/01/13
0
1836636 601/G01 F 250,000.00 ZZ
180 247,412.09 1
20 BRIAR CLIFF 7.000 2,247.07 36
6.750 2,247.07 700,000.00
ST LOUIS MO 63124 5 10/01/98 00
0431099266 05 11/01/98 0
1280081 O 10/01/13
0
1836637 601/G01 F 358,000.00 ZZ
180 356,845.77 1
1520 LAKEWOOD DRIVE 6.750 3,167.98 52
6.500 3,167.98 700,000.00
LEXINGTON KY 40502 2 10/21/98 00
0431099340 05 12/01/98 0
1282369 O 11/01/13
0
1836638 638/G01 F 353,000.00 ZZ
180 351,898.36 1
12306 BROOKGLEN DRIVE 7.125 3,197.58 64
6.875 3,197.58 560,000.00
SARATOGA CA 95070 2 10/15/98 00
0431096098 05 12/01/98 0
08804663 O 11/01/13
0
1
1836641 601/G01 F 240,800.00 ZZ
180 240,023.63 1
1425 LITTLE HORN ROAD 6.750 2,130.87 80
6.500 2,130.87 301,000.00
EDMOND OK 73034 2 10/13/98 00
0431099357 03 12/01/98 0
1287846 O 11/01/13
0
1836642 601/G01 F 322,400.00 ZZ
180 321,349.26 1
11 WEBSTER WOODS DR 6.625 2,830.66 80
6.375 2,830.66 403,000.00
ST LOUIS MO 63119 1 10/16/98 00
0431099142 05 12/01/98 0
1288701 O 11/01/13
0
1836643 601/G01 F 539,000.00 ZZ
180 537,243.34 1
5601 HIGH DR 6.625 4,732.39 72
6.375 4,732.39 750,000.00
MISSION HILL KS 66208 2 10/26/98 00
0431099464 03 12/01/98 0
1289173 O 11/01/13
0
1836645 638/G01 F 267,000.00 ZZ
180 266,129.82 1
3216 BLUE RIDGE COURT 6.625 2,344.24 76
6.375 2,344.24 355,000.00
THOUSAND OAKS CA 91362 2 10/21/98 00
0431098235 05 12/01/98 0
08804149 O 11/01/13
0
1836647 601/G01 F 252,000.00 ZZ
180 251,187.53 1
206 NW BIRCH 6.750 2,229.97 80
6.500 2,229.97 315,000.00
LEES SUMMIT MO 64064 1 10/14/98 00
0431099225 03 12/01/98 0
1289652 O 11/01/13
0
1836649 601/G01 F 370,400.00 ZZ
180 369,179.74 1
1
1 GLENMARY RD 6.500 3,226.59 80
6.250 3,226.59 465,000.00
ST LOUIS MO 63132 2 10/30/98 00
0431098987 05 12/01/98 0
1296483 O 11/01/13
0
1836652 638/G01 F 267,030.00 ZZ
180 266,178.34 1
1715 LANDON HILL ROAD 6.875 2,381.52 50
6.625 2,381.52 543,000.00
VIENNA VA 22182 2 10/15/98 00
0431097666 03 12/01/98 0
08798286 O 11/01/13
0
1836653 601/G01 F 450,000.00 ZZ
180 448,580.27 1
2704 WESTMINISTER AVE 7.000 4,044.73 79
6.750 4,044.73 572,277.00
UNIVERSITY PARK TX 75205 1 10/15/98 00
0431099282 05 12/01/98 0
2043016 O 11/01/13
0
1836657 601/G01 F 320,000.00 ZZ
180 318,990.41 1
1501 ROYAL OAK ROAD 7.000 2,876.26 36
6.750 2,876.26 900,000.00
DARIEN IL 60561 5 10/26/98 00
0431098979 05 12/01/98 0
2101579 O 11/01/13
0
1836660 601/G01 F 260,000.00 ZZ
180 259,134.19 1
3508 POMMEL PL 6.375 2,247.06 80
6.125 2,247.06 325,000.00
WEST DES MOINES IA 50265 1 10/21/98 00
0431099324 05 12/01/98 0
2111124 O 11/01/13
0
1836678 E82/G01 F 428,000.00 ZZ
180 426,605.11 1
223 CERRITO AVENUE 6.625 3,757.81 62
6.375 3,757.81 700,000.00
REDWOOD CITY CA 94061 2 11/02/98 00
0400159091 05 12/01/98 0
1
0400159091 O 11/01/13
0
1836953 637/G01 F 432,000.00 ZZ
180 430,607.19 1
209 DELPHI COURT 6.750 3,822.81 43
6.500 3,822.81 1,025,000.00
LOS ALTOS CA 94022 2 10/20/98 00
0431097872 05 12/01/98 0
13430103 O 11/01/13
0
1836966 637/G01 F 259,000.00 ZZ
180 258,146.75 1
185 LOWELL DRIVE 6.500 2,256.17 55
6.250 2,256.17 475,000.00
DANVILLE CA 94526 2 10/28/98 00
0431106665 03 12/01/98 0
13442819 O 11/01/13
0
1837608 638/G01 F 350,000.00 ZZ
180 348,883.72 1
2013 MALLARD DRIVE 6.875 3,121.49 68
6.625 3,121.49 521,000.00
NORTHBROOK IL 60062 1 10/30/98 00
0431100353 05 12/01/98 0
8797023 O 11/01/13
0
1837654 956/G01 F 285,000.00 ZZ
180 284,091.03 1
46329 SE 131ST STREET 6.875 2,541.78 72
6.625 2,541.78 400,000.00
NORTH BEND WA 98045 2 10/21/98 00
0431098805 05 12/01/98 0
108100113 O 11/01/13
0
1837679 956/G01 F 470,000.00 ZZ
180 470,000.00 1
5039 BIRKDALE WAY 7.500 4,356.96 68
7.250 4,356.96 700,000.00
SAN JOSE CA 95138 5 11/03/98 00
0431098789 03 01/01/99 0
208100547 O 12/01/13
0
1
1837683 956/G01 F 438,000.00 ZZ
180 436,572.51 1
1074 FOXHURST WAY 6.625 3,845.61 52
6.375 3,845.61 850,000.00
SAN JOSE CA 95120 2 10/29/98 00
0431102359 05 12/01/98 0
208100605 O 11/01/13
0
1837692 356/G01 F 267,000.00 ZZ
180 266,166.74 1
35901 HELM COURT 7.125 2,418.57 78
6.875 2,418.57 345,000.00
FREMONT CA 94536 2 10/15/98 00
0431098433 05 12/01/98 0
2597227 O 11/01/13
0
1837707 637/G01 F 300,000.00 ZZ
180 299,043.18 1
6537 IVY LANE 6.875 2,675.57 58
6.625 2,675.57 524,000.00
SAN JOSE CA 95129 5 10/09/98 00
0431103944 05 12/01/98 0
0013430947 O 11/01/13
0
1837717 637/G01 F 212,313.00 ZZ
180 211,657.59 1
105 WOODGLEN LANE 7.250 1,938.13 57
7.000 1,938.13 375,000.00
MARTINEZ CA 94553 2 10/28/98 00
0431101997 03 12/01/98 0
0010146173 O 11/01/13
0
1837722 637/G01 F 262,000.00 ZZ
180 261,164.38 1
232 LASSO CIRCLE 6.875 2,336.66 61
6.625 2,336.66 434,000.00
SAN RAMON CA 94583 2 10/28/98 00
0431111632 03 12/01/98 0
0013443452 O 11/01/13
0
1837727 637/G01 F 275,000.00 ZZ
180 274,122.92 1
1490 POPPY WAY 6.875 2,452.60 50
6.625 2,452.60 560,000.00
1
CUPERTINO CA 95014 2 10/27/98 00
0431111707 05 12/01/98 0
13442330 O 11/01/13
0
1837746 A89/G01 F 303,000.00 ZZ
180 303,000.00 1
1 UNIVERSITY LANE 6.500 2,639.46 18
6.250 2,639.46 1,685,000.00
MANCHESTER-BY-T MA 01944 2 10/30/98 00
0431096288 05 01/01/99 0
151283282 O 12/01/13
0
1837786 G52/G01 F 90,000.00 ZZ
180 89,728.19 1
4243 WEST FIRETHORN STREET 7.500 834.31 75
7.250 834.31 120,000.00
TUCSON AZ 85741 1 10/29/98 00
0431101880 05 12/01/98 0
97000214 O 11/01/13
0
1837808 313/G01 F 326,700.00 ZZ
180 325,623.72 1
6504 CYPRESS POINT DRIVE 6.500 2,845.91 73
6.250 2,845.91 450,000.00
PLANO TX 75093 5 10/16/98 00
0431120351 03 12/01/98 0
6723175 O 11/01/13
0
1837892 811/G01 F 337,500.00 ZZ
180 336,400.05 1
1632 MONTALTO DRIVE 6.625 2,963.23 70
6.375 2,963.23 485,000.00
MOUNTAIN VIEW CA 94040 5 10/22/98 00
0431098102 05 12/01/98 0
227130 O 11/01/13
0
1838429 A50/A50 F 428,500.00 ZZ
180 427,073.10 1
7463 ASHLAND LANE 6.375 3,703.31 64
6.125 3,703.31 670,000.00
BIRMINGHAM AL 35242 2 10/26/98 00
117279 03 12/01/98 0
117279 O 11/01/13
0
1
1838548 A14/G01 F 356,000.00 ZZ
180 356,000.00 1
4105 SE RIVER DRIVE 6.875 3,175.00 63
6.625 3,175.00 570,000.00
MILWAUKIE OR 97267 5 11/02/98 00
0431102417 05 01/01/99 0
111388 O 12/01/13
0
1838667 961/G01 F 130,000.00 ZZ
180 129,585.38 1
2247 EAST CAMERON AVENUE 6.875 1,159.41 62
6.625 1,159.41 210,000.00
WEST COVINA CA 91791 2 10/21/98 00
0431105006 05 12/01/98 0
09111728 O 11/01/13
0
1838692 765/G01 F 435,000.00 ZZ
180 433,642.44 1
1216 LEVIN AVE 7.125 3,940.37 60
6.875 3,940.37 725,000.00
MOUNTAIN VIEW CA 94040 5 10/22/98 00
0431101575 05 12/01/98 0
180227 O 11/01/13
0
1838831 637/G01 F 268,700.00 ZZ
180 267,833.68 1
5065 FOREST HILL DRIVE 6.750 2,377.76 40
6.500 2,377.76 675,000.00
PLEASANTON CA 94588 2 10/28/98 00
0431113505 05 12/01/98 0
10146702 O 11/01/13
0
1838869 356/G01 F 377,250.00 ZZ
180 376,059.79 1
2015 WAWONA STREET 7.000 3,390.83 77
6.750 3,390.83 495,000.00
SAN FRANCISCO CA 94116 2 10/19/98 00
0431102847 05 12/01/98 0
2597649 O 11/01/13
0
1838889 356/G01 F 279,000.00 ZZ
180 279,000.00 1
1
6529 CRESTWOOD DRIVE 7.125 2,527.27 75
6.875 2,527.27 372,000.00
CASTRO VALLEY CA 94552 5 10/27/98 00
0431102805 03 01/01/99 0
2595700 O 12/01/13
0
1838914 195/G01 F 580,000.00 ZZ
180 580,000.00 1
683 STWAWBERRY HILL ROAD 6.875 5,172.76 56
6.625 5,172.76 1,050,000.00
CONCORD MA 01742 2 11/03/98 00
0431104082 05 01/01/99 0
59911 O 12/01/13
0
1838934 830/G01 F 598,000.00 ZZ
120 594,449.00 1
108 PUAKO BEACH DRIVE 6.500 6,790.17 52
6.250 6,790.17 1,150,000.00
KAMUELA HI 96743 2 10/29/98 00
0431106525 05 12/01/98 0
MADER539040 O 11/01/08
0
1839042 638/G01 F 352,000.00 ZZ
180 350,889.45 1
27055 HIDDEN TRAIL ROAD 7.000 3,163.88 37
6.750 3,163.88 955,000.00
LAGUNA HILLS CA 92653 2 10/21/98 00
0431100254 03 12/01/98 0
8803342 O 11/01/13
0
1839044 638/G01 F 120,000.00 ZZ
180 119,596.09 1
238 PARIS STREET 6.250 1,028.91 37
6.000 1,028.91 331,000.00
SAN FRANCISCO CA 94112 2 10/21/98 00
0431100270 05 12/01/98 0
8803505 O 11/01/13
0
1839046 638/G01 F 106,000.00 T
180 105,650.80 1
977 DIAMOND DRIVE 6.500 923.37 55
6.250 923.37 196,000.00
SANTA MARIA CA 93455 1 10/16/98 00
0431100288 05 12/01/98 0
1
8809971 O 11/01/13
0
1839047 638/G01 F 132,000.00 ZZ
180 131,574.42 1
37876 LOS COCOS DRIVE WEST 6.750 1,168.08 80
6.500 1,168.08 165,000.00
RANCHO MIRAGE CA 92270 5 10/19/98 00
0431100312 03 12/01/98 0
8806622 O 11/01/13
0
1839101 356/G01 F 278,000.00 ZZ
180 277,113.35 1
157 BLACKSTONE DRIVE 6.875 2,479.36 63
6.625 2,479.36 445,000.00
DANVILLE CA 94506 2 10/19/98 00
0431104199 03 12/01/98 0
2640464 O 11/01/13
0
1839106 356/G01 F 435,000.00 ZZ
180 433,612.62 1
520 CHANTECLER DRIVE 6.875 3,879.57 55
6.625 3,879.57 800,000.00
FREMONT CA 94539 2 10/16/98 00
0431103126 05 12/01/98 0
2618783 O 11/01/13
0
1839111 439/439 F 364,000.00 ZZ
180 350,458.14 1
17550 TAYLOR LN 7.600 3,395.05 80
7.350 3,395.05 455,000.00
OCCIDENTAL CA 95465 2 11/04/97 00
1925173 05 01/01/98 0
1925173 O 12/01/12
0
1839112 439/439 F 350,000.00 ZZ
180 348,890.95 1
70 BAY DRIVE EAST 6.950 3,136.13 65
6.700 3,136.13 539,000.00
HUNTINGTON NY 11743 1 10/23/98 00
1982573 05 12/01/98 0
1982573 O 11/01/13
0
1
1839113 439/439 F 279,000.00 ZZ
180 278,134.96 1
34 LARCH HILL ROAD 7.200 2,539.04 38
6.950 2,539.04 750,000.00
HEWLETT NY 11557 2 10/23/98 00
1983942 05 12/01/98 0
1983942 O 11/01/13
0
1839114 439/439 F 250,000.00 ZZ
180 249,214.68 1
221 GREEN AVE 7.050 2,254.07 80
6.800 2,254.07 314,000.00
FREEPORT NY 11520 2 10/22/98 00
1984188 05 12/01/98 0
1984188 O 11/01/13
0
1839115 439/439 F 265,700.00 ZZ
180 264,879.79 1
1259 WINDSOR RD 7.250 2,425.48 80
7.000 2,425.48 335,000.00
CARDIFF BY THE CA 92007 2 10/26/98 00
1984942 05 12/01/98 0
1984942 O 11/01/13
0
1839117 439/439 F 305,000.00 ZZ
180 304,020.89 1
21 WILDWOOD DR 6.800 2,707.44 65
6.550 2,707.44 475,000.00
HUNTINGTON STAT NY 11746 5 10/19/98 00
1985214 05 12/01/98 0
1985214 O 11/01/13
0
1839118 439/439 F 250,000.00 ZZ
180 249,214.68 1
1224 MOHAWK CT 7.050 2,254.07 65
6.800 2,254.07 390,000.00
SCHAUMBURG IL 60193 2 10/24/98 00
1987659 05 12/01/98 0
1987659 O 11/01/13
0
1839119 439/439 F 784,000.00 ZZ
180 778,369.72 1
1683 LOS ALTOS ROAD 7.350 7,201.12 70
7.100 7,201.12 1,125,000.00
1
SAN DIEGO CA 92109 2 10/21/98 00
1987933 03 12/01/98 0
1987933 O 11/01/13
0
1839120 439/439 F 334,000.00 ZZ
180 332,955.37 1
28202 MODJESKA CANYON ROAD 7.100 3,020.80 59
6.850 3,020.80 575,000.00
SILVERADO AREA CA 92676 5 10/16/98 00
1988122 05 12/01/98 0
1988122 O 11/01/13
0
1839121 439/439 F 325,000.00 ZZ
180 323,970.17 1
19 CAPOBELLA 6.950 2,912.12 80
6.700 2,912.12 410,000.00
IRVINE CA 92614 2 10/07/98 00
1988235 03 12/01/98 0
1988235 O 11/01/13
0
1839122 356/G01 F 325,000.00 ZZ
180 323,974.63 1
14 WHITE TAIL LANE 7.000 2,921.20 65
6.750 2,921.20 500,000.00
MONTEREY CA 93940 5 10/19/98 00
0431103779 05 12/01/98 0
2600625 O 11/01/13
0
1839123 439/439 F 280,700.00 ZZ
180 279,806.68 1
9739 CAMINITO CALOR 6.900 2,507.35 57
6.650 2,507.35 500,000.00
SAN DIEGO CA 92131 2 10/24/98 00
1988284 03 12/01/98 0
1988284 O 11/01/13
0
1839124 439/439 F 262,500.00 ZZ
180 260,942.19 1
7060 COVELLO DRIVE SOUTH 7.050 2,366.77 75
6.800 2,366.77 350,000.00
SEATTLE WA 98108 5 10/20/98 00
1989104 05 12/01/98 0
1989104 O 11/01/13
0
1
1839125 439/439 F 356,000.00 ZZ
180 354,847.25 1
10940 MIRAMONTE ROAD 6.700 3,140.42 31
6.450 3,140.42 1,180,000.00
CUPERTINO CA 95014 2 10/16/98 00
1989722 05 12/01/98 0
1989722 O 11/01/13
0
1839126 439/439 F 286,000.00 ZZ
180 285,113.26 1
11163 COLLEGIO DR 7.200 2,602.74 64
6.950 2,602.74 450,000.00
SAN DIEGO CA 92124 5 10/21/98 00
1990564 05 12/01/98 0
1990564 O 11/01/13
0
1839127 439/439 F 315,000.00 ZZ
180 313,966.72 1
224 MONTEREY AVENUE 6.550 2,752.66 42
6.300 2,752.66 750,000.00
CAPITOLA CA 95010 5 10/16/98 00
1990853 05 12/01/98 0
1990853 O 11/01/13
0
1839128 439/439 F 548,000.00 ZZ
180 546,286.06 1
15221 20TH CIRCLE SOUTHEAST 7.100 4,956.27 65
6.850 4,956.27 850,000.00
BOTHELL WA 98012 5 10/05/98 00
1991097 05 12/01/98 0
1991097 O 11/01/13
0
1839129 439/439 F 295,000.00 ZZ
180 294,061.17 1
954 W MONTANA 6.900 2,635.08 57
6.650 2,635.08 525,000.00
CHICAGO IL 60614 2 10/21/98 00
1991970 05 12/01/98 0
1991970 O 11/01/13
0
1839130 439/439 F 431,000.00 ZZ
180 429,580.10 1
1
10790 WILSHIRE BOULEVARD, UNIT 6.500 3,754.48 54
#904 6.250 3,754.48 810,000.00
LOS ANGELES CA 90024 5 10/22/98 00
1992183 01 12/01/98 0
1992183 O 11/01/13
0
1839131 439/439 F 270,000.00 ZZ
180 269,098.96 1
5826 SHADOW RIDGE DRIVE 6.350 2,329.79 73
6.100 2,329.79 370,000.00
CASTRO VALLEY CA 94546 5 10/23/98 00
1993218 05 12/01/98 0
1993218 O 11/01/13
0
1839132 439/439 F 650,000.00 ZZ
180 647,849.40 1
25121 TEPA WAY 6.450 5,644.35 41
6.200 5,644.35 1,600,000.00
LOS ALTOS HILLS CA 94022 2 10/21/98 00
1993518 05 12/01/98 0
1993518 O 11/01/13
0
1839133 439/439 F 302,000.00 ZZ
180 301,026.32 1
30 SUGAR PINE LANE 6.750 2,672.43 52
6.500 2,672.43 590,000.00
DANVILLE CA 94506 2 10/17/98 00
1993526 03 12/01/98 0
1993526 O 11/01/13
0
1839134 439/439 F 482,000.00 ZZ
180 480,356.69 1
120 CAMPO BELLO LANE 6.100 4,093.48 51
5.850 4,093.48 950,000.00
MENLO PARK CA 94025 2 10/19/98 00
1993878 05 12/01/98 0
1993878 O 11/01/13
0
1839135 439/439 F 279,500.00 ZZ
180 278,598.86 1
2024 PIER AVE 6.750 2,473.33 47
6.500 2,473.33 600,000.00
SANTA MONICA CA 90405 2 10/23/98 00
1995202 05 12/01/98 0
1
1995202 O 11/01/13
0
1839136 439/439 F 390,500.00 ZZ
180 389,257.25 1
385 W ONWENTSIA 6.900 3,488.13 75
6.650 3,488.13 525,000.00
LAKE FOREST IL 60045 2 10/26/98 00
1995276 05 12/01/98 0
1995276 O 11/01/13
0
1839237 637/G01 F 328,000.00 ZZ
180 326,953.88 1
460 JACARANDA DRIVE 6.875 2,925.29 53
6.625 2,925.29 630,000.00
FREMONT CA 94539 2 10/23/98 00
0431118926 05 12/01/98 0
0013440201 O 11/01/13
0
1839361 196/G01 F 400,000.00 ZZ
180 398,682.24 1
2308 KING ARTHUR COURT 6.500 3,484.43 29
6.250 3,484.43 1,400,000.00
LA JOLLA CA 92037 2 10/23/98 00
0431108802 05 12/01/98 0
1196085 O 11/01/13
0
1839362 944/G01 F 266,000.00 ZZ
180 264,298.40 1
2953 GARDEN CREEK CIRCLE 6.875 2,372.33 80
6.625 2,372.33 336,000.00
PLEASANTON CA 94588 5 09/23/98 00
0431105287 09 11/01/98 0
1181 O 10/01/13
0
1839472 K08/G01 F 133,250.00 ZZ
180 132,820.39 1
26 MAPLEWOOD AVENUE 6.750 1,179.14 65
6.500 1,179.14 205,000.00
CLIFTON NJ 07013 5 10/29/98 00
0411092869 05 12/01/98 0
411092869 O 11/01/13
0
1
1839728 638/G01 F 166,400.00 ZZ
180 165,869.28 1
6520 SHELTONDALE AVENUE 6.875 1,484.05 80
6.625 1,484.05 208,000.00
WEST HILLS CA 91307 1 10/08/98 00
0431102300 05 12/01/98 0
8800180 O 11/01/13
0
1839732 638/G01 F 365,300.00 ZZ
180 364,147.50 1
14257 PALISADES DRIVE 7.000 3,283.42 58
6.750 3,283.42 630,000.00
POWAY CA 92064 2 10/27/98 00
0431103308 05 12/01/98 0
08804922 O 11/01/13
0
1839740 356/G01 F 333,000.00 ZZ
180 331,949.40 1
6490 GRAYSTONE MEADOW CIR 7.000 2,993.10 52
6.750 2,993.10 650,000.00
SAN JOSE CA 95120 2 10/20/98 00
0431104272 05 12/01/98 0
2612968 O 11/01/13
0
1839755 588/G01 F 492,000.00 ZZ
180 490,464.56 1
15 MILFORD DRIVE 7.125 4,456.69 80
6.875 4,456.69 615,000.00
EVESHAM TOWNSHI NJ 08518 1 10/07/98 00
0431109222 05 12/01/98 0
980803333 O 11/01/13
0
1839791 J95/J95 F 363,000.00 ZZ
180 361,816.94 1
3 SCARLETT COURT 6.625 3,187.12 76
6.375 3,187.12 480,000.00
HOCKESSIN DE 19707 2 10/16/98 00
9552092 05 12/01/98 0
9552092 O 11/01/13
0
1839800 J95/J95 F 546,000.00 ZZ
180 544,220.52 1
2995 DEVONSHIRE PLACE 6.625 4,793.85 78
6.375 4,793.85 705,000.00
1
ATLANTA GA 30327 2 10/13/98 00
0010547198 05 12/01/98 0
0010547198 O 11/01/13
0
1839804 J95/J95 F 428,000.00 ZZ
180 426,589.99 1
11521 MANORSTONE LANE 6.500 3,728.34 39
6.250 3,728.34 1,100,000.00
COLUMBIA MD 21044 2 10/05/98 00
9545302 05 12/01/98 0
9545302 O 11/01/13
0
1839813 J95/J95 F 373,000.00 ZZ
180 370,613.90 1
3752 EAST EAGLESCLIFFE DRIVE 6.875 3,326.62 78
6.625 3,326.62 482,000.00
SPRINGFIELD MO 65809 2 09/25/98 00
0016203366 05 11/01/98 0
0016203366 O 10/01/13
0
1839816 J95/J95 F 325,000.00 ZZ
180 323,952.17 1
6139 SHADY GROVE LANE 6.750 2,875.96 55
6.500 2,875.96 600,000.00
MEMPHIS TN 38120 5 10/19/98 00
0150611648 05 12/01/98 0
0150611648 O 11/01/13
0
1839820 195/G01 F 278,000.00 ZZ
180 278,000.00 1
326 LONG RIDGE LANE 6.125 2,364.74 79
5.875 2,364.74 352,000.00
EXTON PA 19341 2 11/06/98 00
0431111038 05 01/01/99 0
60250 O 12/01/13
0
1839823 J95/J95 F 352,500.00 ZZ
180 351,375.74 1
9419 MAYFIELD ROAD SOUTH 6.875 3,143.79 75
6.625 3,143.79 470,000.00
COLLIERVILLE TN 38017 5 10/26/98 00
0150611960 05 12/01/98 0
0150611960 O 11/01/13
0
1
1839828 J95/J95 F 245,000.00 ZZ
180 244,201.52 1
2359 FAIRWAY DRIVE 6.625 2,151.08 77
6.375 2,151.08 319,900.00
YORK PA 17404 2 10/15/98 00
00135800442 05 12/01/98 0
00135800442 O 11/01/13
0
1839837 J95/J95 F 344,000.00 ZZ
180 342,866.72 1
2770 GOLDEN FOX TRAIL 6.500 2,996.61 80
6.250 2,996.61 430,000.00
LEBANON OH 45036 1 10/09/98 00
9543372 05 12/01/98 0
9543372 O 11/01/13
0
1839859 J95/J95 F 247,200.00 ZZ
180 244,871.75 1
3426 MALLARD PARK 7.125 2,239.21 80
6.875 2,239.21 309,000.00
ROWLETT TX 75088 2 08/17/98 00
0013191622 05 10/01/98 0
0013191622 O 09/01/13
0
1839863 J95/J95 F 250,000.00 ZZ
180 248,383.41 1
35500 NE WILD HORSE MOUNTAIN 6.750 2,212.28 61
ROAD 6.500 2,212.28 410,000.00
SHERWOOD OR 97140 5 09/08/98 00
0016195166 05 11/01/98 0
0016195166 O 10/01/13
0
1839872 J95/J95 F 400,000.00 ZZ
180 397,495.95 1
3353 LAKEWOOD AVENUE SOUTH 7.125 3,623.32 67
6.875 3,623.32 605,000.00
SEATTLE WA 98144 5 09/28/98 00
001306393 05 11/01/98 0
001306393 O 10/01/13
0
1839908 K08/G01 F 125,000.00 ZZ
180 125,000.00 1
1
1224 CONEJO ROAD 7.250 1,141.08 42
7.000 1,141.08 300,000.00
TAOS NM 87571 5 11/03/98 00
0411126360 05 01/01/99 0
411126360 O 12/01/13
0
1839920 J95/J95 F 468,750.00 ZZ
180 467,222.29 1
624 NW 11TH AVENUE 6.625 4,115.60 75
6.375 4,115.60 625,000.00
PORTLAND OR 97209 5 10/14/98 00
0016235145 09 12/01/98 0
0016235145 O 11/01/13
0
1839935 J95/J95 F 370,000.00 ZZ
180 368,807.08 1
27450 CRAIG LANE 6.750 3,274.17 52
6.500 3,274.17 715,000.00
GOLDEN CO 80401 2 10/14/98 00
0016249807 05 12/01/98 0
0016249807 O 11/01/13
0
1839940 J95/J95 F 307,000.00 ZZ
180 304,815.21 1
4510 MOUNTAINGATE DRIVE 7.000 2,759.40 53
6.750 2,759.40 584,000.00
RENO NV 89509 2 09/11/98 00
0012840419 03 11/01/98 0
0012840419 O 10/01/13
0
1839952 J95/J95 F 323,200.00 ZZ
180 322,157.97 1
11330 LAFFERTY LANE 6.750 2,860.03 46
6.500 2,860.03 718,000.00
FAIRFAX VA 22030 2 10/16/98 00
9554445 05 12/01/98 0
9554445 O 11/01/13
0
1839961 F53/G01 F 175,000.00 ZZ
180 175,000.00 1
401 WEST JUNIPER AVENUE 6.875 1,560.75 75
6.625 1,560.75 235,000.00
SANTA ANA CA 92707 2 11/02/98 00
0431106582 05 01/01/99 0
1
ASA2246NGUY O 12/01/13
0
1839962 J95/J95 F 302,600.00 ZZ
180 300,301.01 1
10355 KINGSBRIDGE ROAD 6.625 2,656.81 42
6.375 2,656.81 725,000.00
ELLICOTT CITY MD 21042 1 10/14/98 00
9558180 03 12/01/98 0
9558180 O 11/01/13
0
1839980 G20/G01 F 560,000.00 ZZ
180 560,000.00 1
33812 VALLE ROAD 6.625 4,916.77 80
6.375 4,916.77 700,000.00
SAN JUAN CAPIST CA 92675 1 11/25/98 00
0431118876 05 01/01/99 0
1086 O 12/01/13
0
1839987 822/G01 F 248,000.00 ZZ
180 247,217.57 1
124 CASE ROAD 7.000 2,229.10 80
6.750 2,229.10 310,000.00
LAKEWOOD NJ 08701 2 10/26/98 00
0431112978 05 12/01/98 0
0386090900 O 11/01/13
0
1840055 074/074 F 650,000.00 ZZ
180 647,949.29 1
68 EGBERT STREET 7.000 5,842.38 56
6.750 5,842.38 1,175,000.00
BAY HEAD NJ 08742 1 10/27/98 00
1101252309 05 12/01/98 0
1101252309 O 11/01/13
0
1840057 074/074 F 400,000.00 ZZ
180 400,000.00 1
189 DEERFIELD LANE NO 6.500 3,484.43 71
6.250 3,484.43 570,000.00
PLEASANTVILLE NY 10570 2 11/02/98 00
1106143865 05 01/01/99 0
1106143865 O 12/01/13
0
1
1840060 074/074 F 307,000.00 ZZ
180 305,988.62 1
176 BARNARD ROAD 6.500 2,674.30 51
6.250 2,674.30 610,000.00
NEW ROCHELLE NY 10801 2 10/23/98 00
1106147640 05 12/01/98 0
1106147640 O 11/01/13
0
1840061 074/074 F 380,000.00 ZZ
180 378,788.03 1
6 HIDDEN GLEN ROAD 6.875 3,389.05 63
6.625 3,389.05 610,000.00
SCARSDALE NY 10583 5 10/19/98 00
1106157021 05 12/01/98 0
1106157021 O 11/01/13
0
1840067 074/074 F 299,000.00 ZZ
180 298,025.52 1
210 NAVAJO COURT 6.625 2,625.21 56
6.375 2,625.21 540,000.00
MORGANVILLE NJ 07751 1 10/16/98 00
1106171860 05 12/01/98 0
1106171860 O 11/01/13
0
1840068 074/074 F 225,000.00 ZZ
180 224,297.81 1
90 SOUTH OCEAN AVENUE 7.125 2,038.13 52
6.875 2,038.13 438,000.00
ISLIP NY 11751 5 10/09/98 00
1106172310 05 12/01/98 0
1106172310 O 11/01/13
0
1840069 074/074 F 480,000.00 ZZ
180 478,469.09 1
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HENDERSON NV 89012 1 10/14/98 00
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1840111 074/074 F 114,400.00 ZZ
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3634 DARREN THORNTON WAY 7.125 1,036.27 46
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LAS VEGAS NV 89121 2 08/04/98 00
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1840113 074/074 F 270,000.00 ZZ
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1840117 074/074 F 328,000.00 ZZ
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GROSSE POINTE F MI 48236 2 10/26/98 00
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LIBERTY LAKE WA 99019 2 10/08/98 00
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1
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62 HIGHLANDS LANE UNIT 302 6.750 3,893.60 19
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BEAVER CREEK CO 81620 5 10/07/98 00
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1840124 074/074 F 611,200.00 ZZ
180 607,290.15 1
250 GLORIA CIRCLE 6.875 5,451.01 49
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MENLO PARK CA 94025 2 09/23/98 00
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1470018099 O 10/01/13
0
1840125 074/074 F 650,000.00 ZZ
180 645,841.94 1
3675 NORDSTROM LANE 6.875 5,797.05 46
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LAFAYETTE CA 94563 1 09/01/98 00
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1470018361 O 10/01/13
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1840128 074/074 F 48,950.00 ZZ
180 47,919.42 1
2260 NW 196TH STREET 7.875 464.27 49
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NORTH MIAMI FL 33056 2 06/24/98 00
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1840129 074/074 F 155,000.00 ZZ
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227 LEE AVENUE UNIT 3 7.375 1,425.88 69
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BROOKLYN NY 11206 1 09/24/98 00
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1840130 074/074 F 113,000.00 ZZ
180 112,654.96 1
678 MEADOW ROAD 7.375 1,039.52 47
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1
BRIDGEWATER NJ 08807 2 10/02/98 00
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1840131 074/074 F 650,000.00 ZZ
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2790 EAST SILAXO AVENUE 6.625 5,706.96 69
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CLOVIS CA 93611 2 10/28/98 00
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0
1840132 074/074 F 175,000.00 ZZ
180 172,395.11 1
1455 AMAYA RIDGE ROAD 7.500 1,622.27 42
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SOQUEL CA 95073 2 08/24/98 00
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1840135 074/074 F 727,000.00 ZZ
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27360 NATOMA ROAD 6.750 6,433.29 54
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LOS ALTOS HILLS CA 94022 2 09/03/98 00
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1506707174 O 10/01/13
0
1840136 074/074 F 160,000.00 ZZ
180 159,495.20 1
701 OLIVIA DRIVE 7.000 1,438.13 74
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OXNARD CA 93030 1 10/20/98 00
1506720490 05 12/01/98 0
1506720490 O 11/01/13
0
1840141 074/074 F 392,500.00 ZZ
180 391,248.17 1
854 SILVER VALLEY TRAIL 6.875 3,500.53 57
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WALNUT CA 91789 2 10/16/98 00
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1506771005 O 11/01/13
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1
1840144 074/074 F 270,000.00 ZZ
120 268,440.08 1
516 DOVER AVENUE 7.000 3,134.93 72
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LA GRANGE PARK IL 60526 5 10/29/98 00
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1507656057 O 11/01/08
0
1840145 074/074 F 354,000.00 ZZ
180 352,870.95 1
1543 MILWAUKEE STREET 6.875 3,157.17 77
6.625 3,157.17 465,000.00
DELAFIELD WI 53018 2 10/07/98 00
1507673001 05 12/01/98 0
1507673001 O 11/01/13
0
1840147 074/074 F 247,500.00 ZZ
180 245,899.58 1
350 WYNLAND TRACE 6.750 2,190.15 75
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ATLANTA GA 30350 5 10/09/98 00
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1511651501 O 10/01/13
0
1840151 074/074 F 268,000.00 ZZ
180 267,135.94 1
6701 PEBBLE COURT 6.750 2,371.56 80
6.500 2,371.56 335,000.00
MIDLAND TX 79707 1 10/08/98 00
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1512635282 O 11/01/13
0
1840155 074/074 F 586,000.00 ZZ
180 584,110.68 1
2562 FLAGLER ROAD 6.750 5,185.57 54
6.500 5,185.57 1,100,000.00
PORT HADLOCK WA 98339 2 10/09/98 00
1513643832 05 12/01/98 0
1513643832 O 11/01/13
0
1840156 074/074 F 251,150.00 ZZ
180 250,348.99 1
1
1711 STREET ANDREWS COURT 6.875 2,239.89 77
6.625 2,239.89 330,000.00
BOULDER CITY NV 89005 2 10/20/98 00
1513657076 05 12/01/98 0
1513657076 O 11/01/13
0
1840159 074/074 F 547,850.00 ZZ
180 546,064.50 1
11627 GREEN BAY STREET 6.625 4,810.09 70
6.375 4,810.09 790,000.00
HOUSTON TX 77024 2 10/26/98 00
1521054269 05 12/01/98 0
1521054269 O 11/01/13
0
1840161 074/074 F 89,700.00 ZZ
180 89,700.00 1
519 13TH STREET 6.625 787.56 80
6.375 787.56 113,000.00
GALVESTON TX 77550 1 10/06/98 00
1522035805 05 01/01/99 0
1522035805 O 12/01/13
0
1840162 074/074 F 578,600.00 T
180 576,754.63 1
68 PALO DURO ROAD 6.875 5,160.27 65
6.625 5,160.27 900,000.00
SANTA FE NM 87501 2 10/27/98 00
1524033312 05 12/01/98 0
1524033312 O 11/01/13
0
1840163 074/074 F 533,300.00 ZZ
180 531,599.10 1
4224 SHENANDOAH AVENUE 6.875 4,756.26 80
6.625 4,756.26 675,000.00
UNIVERSITY PARK TX 75205 2 10/16/98 00
1524034257 05 12/01/98 0
1524034257 O 11/01/13
0
1840165 074/074 F 324,000.00 ZZ
180 322,816.68 1
2309 NEWFOREST COURT 6.875 2,889.61 90
6.625 2,889.61 360,000.00
ARLINGTON TX 76017 2 10/15/98 21
1525015327 05 12/01/98 25
1
1525015327 O 11/01/13
0
1840166 074/074 F 428,800.00 ZZ
180 425,699.98 1
7112 SAUCON VALLEY DRIVE 7.000 3,854.18 73
6.750 3,854.18 595,000.00
FORT WORTH TX 76132 2 09/24/98 00
1525016239 03 11/01/98 0
1525016239 O 10/01/13
0
1840167 074/074 F 302,000.00 ZZ
180 301,005.09 1
5005 OVERHILL DRIVE 6.500 2,630.74 75
6.250 2,630.74 406,000.00
COLLEYVILLE TX 76034 2 10/30/98 00
1525017264 03 12/01/98 0
1525017264 O 11/01/13
0
1840168 074/074 F 277,600.00 ZZ
180 276,348.19 1
19526 TAMARACK WAY 6.750 2,456.51 80
6.500 2,456.51 347,000.00
HOUSTON TX 77094 2 10/30/98 00
1532027610 03 12/01/98 0
1532027610 O 11/01/13
0
1840170 074/074 F 288,000.00 ZZ
180 288,000.00 1
9155 BRIAR FOREST DR 6.500 2,508.79 78
6.250 2,508.79 373,600.00
HOUSTON TX 77024 2 11/06/98 00
1539002130 09 01/01/99 0
1539002130 O 12/01/13
0
1840172 074/074 F 280,000.00 ZZ
180 279,097.25 1
121 N POST OAK LANE, #1905 6.750 2,477.75 80
6.500 2,477.75 350,000.00
HOUSTON TX 77024 1 11/02/98 00
1539004704 06 12/01/98 0
1539004704 O 11/01/13
0
1
1840173 074/074 F 393,000.00 ZZ
180 391,746.57 1
2774 LACY LANE 6.875 3,504.99 63
6.625 3,504.99 625,000.00
SACRAMENTO CA 95821 2 10/27/98 00
1550038652 05 12/01/98 0
1550038652 O 11/01/13
0
1840174 074/074 F 450,000.00 ZZ
180 447,121.33 1
3800 SKYFARM DRIVE 6.875 4,013.35 70
6.625 4,013.35 649,000.00
SANTA ROSA CA 95403 1 09/21/98 00
1557006585 03 11/01/98 0
1557006585 O 10/01/13
0
1840178 074/074 F 348,750.00 ZZ
180 347,625.59 1
2000 COBBLE HILL LANE 6.750 3,086.13 75
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FORT SMITH AR 72903 5 10/21/98 00
1563229926 05 12/01/98 0
1563229926 O 11/01/13
0
1840179 074/074 F 230,000.00 ZZ
180 228,496.66 1
12208 BYWATER ROAD 6.625 2,019.39 53
6.375 2,019.39 435,000.00
OKLAHOMA CITY OK 73170 2 10/02/98 00
1563232024 05 11/01/98 0
1563232024 O 10/01/13
0
1840180 074/074 F 267,000.00 ZZ
180 265,829.81 1
2519 CAMBRIA BLVD 6.625 2,344.25 52
6.375 2,344.25 515,000.00
DALLAS TX 75214 2 10/07/98 00
1563232680 05 12/01/98 0
1563232680 O 11/01/13
0
1840181 074/074 F 40,000.00 ZZ
180 39,873.79 1
8448 GREENSTONE DRIVE 7.000 359.54 38
6.750 359.54 108,000.00
1
DALLAS TX 75243 1 10/30/98 00
1563236331 05 12/01/98 0
1563236331 O 11/01/13
0
1840183 074/074 F 360,000.00 ZZ
180 358,851.82 1
2711 DERBY COURT 6.875 3,210.68 65
6.625 3,210.68 555,000.00
SOUTHLAKE TX 76092 1 10/29/98 00
1563237979 03 12/01/98 0
1563237979 O 11/01/13
0
1840185 074/074 F 1,000,000.00 ZZ
180 993,393.33 1
76503 LOS BARBOS 6.500 8,711.08 39
6.250 8,711.08 2,625,000.00
RANCHO SANTA FE CA 92067 1 09/02/98 00
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1567247250 O 10/01/13
0
1840191 074/074 F 378,000.00 ZZ
180 375,607.88 1
206 3RD AVENUE NE 7.000 3,397.58 90
6.750 3,397.58 420,000.00
HICKORY NC 28601 2 09/25/98 11
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1577172747 O 10/01/13
0
1840192 074/074 F 184,500.00 ZZ
180 184,500.00 1
12 SAMS POINT LANE 6.875 1,645.48 46
6.625 1,645.48 401,500.00
HILTON HEAD ISL SC 29926 1 11/03/98 00
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1577175530 O 12/01/13
0
1840193 074/074 F 243,000.00 T
180 242,224.98 1
137 POINT OF VIEW DRIVE 6.875 2,167.21 75
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MOORESVILLE NC 28115 2 10/30/98 00
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1577181770 O 11/01/13
0
1
1840194 074/074 F 289,000.00 ZZ
180 288,058.11 1
0065 ASPEN WY 6.625 2,537.41 57
6.375 2,537.41 509,000.00
GLENWOOD SPRING CO 81601 5 10/19/98 00
1579094327 05 12/01/98 0
1579094327 O 11/01/13
0
1840197 074/074 F 356,250.00 ZZ
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151 TREMONT STREET UNIT 14F 6.625 3,127.86 75
6.375 3,127.86 475,000.00
BOSTON MA 02111 5 10/16/98 00
1580109341 01 12/01/98 0
1580109341 O 11/01/13
0
1840201 074/074 F 71,000.00 ZZ
180 70,771.09 1
5061 S MOORISH ROAD 6.750 628.29 83
6.500 628.29 86,500.00
SWARTZ CREEK MI 48473 2 10/06/98 12
1581233798 05 12/01/98 6
1581233798 O 11/01/13
0
1840203 074/074 F 81,750.00 ZZ
180 81,492.08 1
228 W INGOMAR ROAD 7.000 734.79 75
6.750 734.79 109,000.00
PITTSBURGH PA 15237 1 10/30/98 00
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1581249696 O 11/01/13
0
1840204 074/074 F 499,000.00 ZZ
180 497,442.71 1
10 STONINGHAM DR 7.125 4,520.10 77
6.875 4,520.10 650,000.00
WARREN NJ 07059 5 10/27/98 00
1587116232 05 12/01/98 0
1587116232 O 11/01/13
0
1840205 074/074 F 88,500.00 ZZ
180 87,286.29 1
1
10264 MATTHEWS GROVE 7.000 795.46 48
6.750 795.46 186,000.00
MECHANICSVILLE VA 23116 2 09/28/98 00
1587153319 03 11/01/98 0
1587153319 O 10/01/13
0
1840206 074/074 F 400,000.00 ZZ
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826 DEERFIELD LANE 6.625 3,511.98 26
6.375 3,511.98 1,550,000.00
BRYN MAWR PA 19010 5 10/20/98 00
1587160540 05 12/01/98 0
1587160540 O 11/01/13
0
1840207 074/074 F 40,600.00 ZZ
180 40,471.90 1
34 HOLLOW ROAD UNIT 9 7.000 364.93 70
6.750 364.93 58,000.00
SHAWNEE ON DELA PA 18356 1 10/23/98 00
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0
1840208 074/074 F 623,000.00 ZZ
180 623,000.00 1
7011 WINTERBERRY LN 6.625 5,469.91 64
6.375 5,469.91 975,000.00
BETHESDA MD 20817 2 11/04/98 00
1587161973 05 01/01/99 0
1587161973 O 12/01/13
0
1840209 074/074 F 266,500.00 ZZ
180 265,650.02 1
15 WOODS HOLE RD 6.875 2,376.80 61
6.625 2,376.80 440,000.00
CRANFORD NJ 07016 2 11/02/98 00
1587165894 05 12/01/98 0
1587165894 O 11/01/13
0
1840213 074/074 F 64,000.00 ZZ
180 63,812.99 1
17400 NE 10TH AVENUE 7.875 607.01 57
7.625 607.01 114,000.00
MIAMI FL 33162 2 10/30/98 00
1589245826 05 12/01/98 0
1
1589245826 O 11/01/13
0
1840222 074/074 F 340,000.00 ZZ
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10176 MCLAREN PLACE 6.875 3,032.31 52
6.625 3,032.31 664,000.00
CUPERTINO CA 95014 2 10/07/98 00
1590099619 05 12/01/98 0
1590099619 O 11/01/13
0
1840223 074/074 F 302,500.00 ZZ
180 301,555.95 1
3136 SANDERLING DRIVE 7.125 2,740.14 59
6.875 2,740.14 515,000.00
FREMONT CA 94555 2 10/19/98 00
1590100048 05 12/01/98 0
1590100048 O 11/01/13
0
1840227 074/074 F 290,450.00 ZZ
180 288,591.97 1
416 SUNBONNET STREET 6.875 2,590.40 80
6.625 2,590.40 363,112.00
SIMI VALLEY CA 93065 1 09/18/98 00
1596100266 03 11/01/98 0
1596100266 O 10/01/13
0
1840235 074/074 F 297,500.00 ZZ
180 295,596.88 1
4001 STONEBRIDGE CIRCLE 6.875 2,653.27 75
6.625 2,653.27 400,000.00
YUKON OK 73099 2 09/24/98 00
1635000634 03 11/01/98 0
1635000634 O 10/01/13
0
1840236 074/074 F 364,150.00 ZZ
180 362,963.20 1
25 LUCE LINE RIDGE 6.625 3,197.21 79
6.375 3,197.21 462,191.00
ORONO MN 55391 1 10/29/98 00
1661109914 05 12/01/98 0
1661109914 O 11/01/13
0
1
1840238 074/074 F 500,000.00 ZZ
180 498,387.95 1
155 LAKELAND SHORES RD 6.750 4,424.55 80
6.500 4,424.55 625,000.00
LAKELAND MN 55043 5 10/30/98 00
1661110640 05 12/01/98 0
1661110640 O 11/01/13
0
1840239 074/074 F 315,750.00 ZZ
180 314,731.99 1
11510 HEMMINGWAY DRIVE 6.750 2,794.10 77
6.500 2,794.10 411,500.00
RESTON VA 20194 2 10/20/98 00
1761165633 09 12/01/98 0
1761165633 O 11/01/13
0
1840240 074/074 F 470,000.00 ZZ
180 468,533.22 1
37 WILLIAM FAIRFIELD DRIVE 7.125 4,257.41 62
6.875 4,257.41 760,000.00
WENHAM MA 01984 2 10/20/98 00
1810004774 05 12/01/98 0
1810004774 O 11/01/13
0
1840242 074/074 F 300,000.00 ZZ
180 299,043.19 1
334 MARLBOROUGH STREET 6.875 2,675.56 28
6.625 2,675.56 1,100,000.00
BOSTON MA 02115 5 10/23/98 00
1810004821 07 12/01/98 0
1810004821 O 11/01/13
0
1840243 074/074 F 360,000.00 ZZ
180 360,000.00 1
46 WHITMANS BROOK DRIVE 7.125 3,260.99 69
6.875 3,260.99 529,000.00
EASTON MA 02356 2 11/05/98 00
1811085556 05 01/01/99 0
1811085556 O 12/01/13
0
1840247 074/074 F 280,000.00 ZZ
180 279,087.45 1
46 BAY CLIFF ROAD 6.625 2,458.38 80
6.375 2,458.38 350,100.00
1
PORTSMOUTH NH 03801 1 10/16/98 00
1815037158 05 12/01/98 0
1815037158 O 11/01/13
0
1840596 638/G01 F 270,000.00 ZZ
180 269,120.04 1
2596 TUSCANY WAY 6.625 2,370.58 56
6.375 2,370.58 489,900.00
FULLERTON CA 92835 1 10/26/98 00
0431109321 03 12/01/98 0
8805162 O 11/01/13
0
1840601 026/G01 F 600,000.00 ZZ
180 600,000.00 1
8850 OLD SOUTHWICK PASS 6.250 5,144.54 50
6.000 5,144.54 1,200,900.00
ALPHARETTA GA 30022 1 11/10/98 00
0431112937 03 01/01/99 0
0008029521 O 12/01/13
0
1840618 638/G01 F 420,000.00 ZZ
180 418,645.88 1
64 NOTRE DAME ROAD 6.750 3,716.62 65
6.500 3,716.62 651,000.00
BEDFORD MA 01730 2 10/21/98 00
0431105352 05 12/01/98 0
08804027 O 11/01/13
0
1840624 638/G01 F 270,000.00 ZZ
180 269,138.87 1
9 MCCARTHY DRIVE 6.875 2,408.01 73
6.625 2,408.01 370,000.00
BURLINGTON MA 01803 5 10/22/98 00
0431105329 05 12/01/98 0
08810012 O 11/01/13
0
1840643 387/G01 F 584,150.00 ZZ
180 582,286.92 1
2316 CENTRAL PARK AVENUE 6.875 5,209.77 65
6.625 5,209.77 900,000.00
EVANSTON IL 60201 2 10/27/98 00
0431110253 05 12/01/98 0
0001557131 O 11/01/13
0
1
1840650 638/G01 F 340,000.00 ZZ
180 338,903.81 1
4877 CINTA COURT 6.750 3,008.69 80
6.500 3,008.69 425,000.00
SAN DIEGO CA 92122 5 10/27/98 00
0431104595 05 12/01/98 0
08798058 O 11/01/13
0
1840675 367/367 F 282,200.00 ZZ
180 282,200.00 1
7803 FOX GATE COURT 6.375 2,438.91 52
6.125 2,438.91 545,000.00
BETHESDA MD 20817 5 11/09/98 00
99131643 03 01/01/99 0
99131643 O 12/01/13
0
1840678 387/G01 F 330,000.00 ZZ
180 328,936.05 1
7016 FAWN TRAIL COURT 6.750 2,920.20 55
6.500 2,920.20 610,000.00
BETHESDA MD 20817 2 10/23/98 00
0431108661 03 12/01/98 0
0001554245 O 11/01/13
0
1840690 K08/G01 F 400,000.00 ZZ
180 400,000.00 1
6500 CALLE REDONDO NW 7.000 3,595.31 78
6.750 3,595.31 518,000.00
ALBUQUERQUE NM 87120 1 11/02/98 00
0411094170 05 01/01/99 0
411094170 O 12/01/13
0
1840750 638/G01 F 65,000.00 ZZ
120 64,619.27 1
497 JOHNNY APPLESEED LANE 6.750 746.36 46
6.500 746.36 143,000.00
LEOMINISTER MA 01453 2 10/20/98 00
0431105535 05 12/01/98 0
08798639 O 11/01/08
0
1840754 638/G01 F 180,000.00 ZZ
180 179,413.36 1
1
2482 40TH AVENUE 6.625 1,580.39 66
6.375 1,580.39 276,000.00
SAN FRANCISCO CA 94116 2 10/20/98 00
0431104900 05 12/01/98 0
08799603 O 11/01/13
0
1840788 196/G01 F 380,000.00 ZZ
180 378,788.03 1
89 E OLD BALTIMORE PIKE 6.875 3,389.05 54
6.625 3,389.05 715,000.00
MEDIA PA 19063 2 10/09/98 00
0431111061 05 12/01/98 0
988239 O 11/01/13
0
1840891 196/G01 F 68,000.00 ZZ
180 67,790.08 1
3809 MENLO DRIVE 7.250 620.75 60
7.000 620.75 115,000.00
BALTIMORE MD 21215 5 10/26/98 00
0431116227 05 12/01/98 0
1193567 O 11/01/13
0
1840907 E82/G01 F 236,000.00 ZZ
180 236,000.00 1
10 GRAVATT CIRCLE 6.625 2,072.07 62
6.375 2,072.07 386,500.00
CLARKSBURG NJ 08510 2 11/13/98 00
0400155677 05 01/01/99 0
0400155677 O 12/01/13
0
1840953 196/G01 F 168,200.00 ZZ
180 167,657.71 1
30601 BERRY CREEK DRIVE 6.750 1,488.42 34
6.500 1,488.42 505,000.00
GEORGETOWN TX 78628 2 10/26/98 00
0431109149 03 12/01/98 0
1196505 O 11/01/13
0
1841198 601/G01 F 359,900.00 ZZ
180 359,900.00 1
10771 S CEDAR NILES CIR 6.875 3,209.78 75
6.625 3,209.78 485,000.00
OLATHE KS 66061 2 11/03/98 00
0431104249 03 01/01/99 0
1
1289274 O 12/01/13
0
1841208 356/G01 F 287,800.00 ZZ
180 287,800.00 1
2016 ROYAL WINGS WAY 7.000 2,586.83 80
6.750 2,586.83 359,800.00
SAN LEANDRO CA 94579 1 10/19/98 00
0431108653 03 01/01/99 0
2571628 O 12/01/13
0
1841268 K08/G01 F 134,000.00 ZZ
180 133,577.24 1
121 HICKORY LANE 7.000 1,204.43 55
6.750 1,204.43 244,972.00
PITTSBORO NC 27312 1 11/05/98 00
0411091531 05 12/01/98 0
411091531 O 11/01/13
0
1841300 K08/G01 F 75,000.00 ZZ
180 74,771.00 1
1416 NOTTINGHAM 7.375 689.94 47
7.125 689.94 160,000.00
GROSSE POINTE P MI 48230 5 11/05/98 00
0411112956 05 12/01/98 0
411112956 O 11/01/13
0
1841328 562/G01 F 90,000.00 ZZ
180 90,000.00 1
156 HOLIDAY BOULEVARD 7.000 808.95 75
6.750 808.95 120,000.00
CENTER MORICHES NY 11934 1 11/10/98 00
0431110667 05 01/01/99 0
581470 O 12/01/13
0
1841350 074/074 F 234,000.00 ZZ
180 233,253.69 1
10258 WILLOW READE COVE 6.875 2,086.94 72
6.625 2,086.94 325,000.00
COLLIERVILLE TN 38017 2 10/08/98 00
1511648813 09 12/01/98 0
1511648813 O 11/01/13
0
1
1841577 J95/J95 F 260,000.00 ZZ
180 259,170.76 1
435 GARFIELD STREET 6.875 2,318.82 80
6.625 2,318.82 325,000.00
DENVER CO 80206 5 10/05/98 00
0013361324 09 12/01/98 0
0013361324 O 11/01/13
0
1841717 470/G01 F 240,000.00 ZZ
180 239,234.54 1
5425 DEER RUN COURT 6.875 2,140.46 59
6.625 2,140.46 410,000.00
ALTA LOMA AREA CA 91730 2 10/22/98 00
0431108703 05 12/01/98 0
931000 O 11/01/13
0
1841770 J95/J95 F 264,000.00 ZZ
180 263,158.00 1
2471 FERNWOOD CIRCLE 6.875 2,354.50 80
6.625 2,354.50 330,000.00
LAKE OSWEGO OR 97034 2 10/20/98 00
16268062 05 12/01/98 0
16268062 O 11/01/13
0
1841776 J95/J95 F 340,000.00 ZZ
180 335,379.41 1
10040 EAST HAPPY VALLEY ROAD 7.250 3,103.74 30
7.000 3,103.74 1,150,000.00
SCOTTSDALE AZ 85254 2 09/10/98 00
0016157026 03 11/01/98 0
0016157026 O 10/01/13
0
1841893 J95/J95 F 350,000.00 ZZ
180 347,785.10 1
2335 EAST NOTTINGHAM STREET 7.000 3,145.90 71
6.750 3,145.90 495,000.00
SPRINGFIELD MO 65804 2 09/25/98 00
16200768 05 11/01/98 0
16200768 O 10/01/13
0
1841895 196/G01 F 320,000.00 ZZ
180 318,968.28 1
2562 SEGOVIA 6.750 2,831.72 66
6.500 2,831.72 488,000.00
1
LA VERNE CA 91750 1 10/06/98 00
0431107655 03 12/01/98 0
1189190 O 11/01/13
0
1841896 J95/J95 F 255,000.00 ZZ
180 254,195.49 1
7662 SPIRIT LAKE COURT 7.000 2,292.01 75
6.750 2,292.01 340,000.00
CORDOVA TN 38018 5 10/02/98 00
150610970 03 12/01/98 0
150610970 O 11/01/13
0
1841898 J95/J95 F 291,000.00 ZZ
180 290,061.79 1
1924 PINE RIDGE 6.750 2,575.09 71
6.500 2,575.09 415,000.00
LEAVENWORTH KS 66048 2 10/09/98 00
16248262 05 12/01/98 0
16248262 O 11/01/13
0
1841899 196/G01 F 100,000.00 ZZ
180 99,701.29 1
117 WEST TALLY-HO TURN 7.625 934.13 61
7.375 934.13 165,500.00
GLEN MILLS PA 19342 1 10/23/98 00
0431107788 09 12/01/98 0
1167025 O 11/01/13
0
1841900 196/G01 F 182,000.00 ZZ
180 181,450.33 1
243 WEST MARKLAND DRIVE 7.500 1,687.17 70
7.250 1,687.17 260,000.00
MONTEREY PARK CA 91754 1 10/27/98 00
0431111079 05 12/01/98 0
1217759 O 11/01/13
0
1841901 196/G01 F 334,200.00 ZZ
180 333,134.11 1
961 STERLING OAKS COURT 6.875 2,980.58 59
6.625 2,980.58 575,000.00
OAK PARK CA 91301 2 10/28/98 00
0431110238 05 12/01/98 0
1193945 O 11/01/13
0
1
1842204 638/G01 F 240,000.00 ZZ
180 239,234.55 1
506 FONTANELLE COURT 6.875 2,140.45 69
6.625 2,140.45 349,000.00
SAN JOSE CA 95111 2 10/14/98 00
0431105923 05 12/01/98 0
08803885 O 11/01/13
0
1842231 822/G01 F 277,000.00 ZZ
180 276,126.07 1
36 KAREN LANE 7.000 2,489.76 67
6.750 2,489.76 415,000.00
EMERSON NJ 07630 2 10/21/98 00
0431114271 05 12/01/98 0
1206013969 O 11/01/13
0
1842243 638/G01 F 273,500.00 ZZ
180 273,500.00 1
15151 SHINING STAR LANE 6.875 2,439.22 72
6.625 2,439.22 380,000.00
SAN LEANDRO CA 94579 2 10/30/98 00
0431109040 03 01/01/99 0
08812289 O 12/01/13
0
1842245 638/G01 F 314,000.00 ZZ
180 314,000.00 1
2404 SUNNYSIDE RIDGE ROAD 7.125 2,844.31 51
6.875 2,844.31 625,000.00
RANCHO PALOS VE CA 90275 2 11/02/98 00
0431108992 05 01/01/99 0
08736086 O 12/01/13
0
1842310 637/G01 F 300,000.00 ZZ
180 299,043.18 1
4751 DEVONSHIRE PLACE 6.875 2,675.57 69
6.625 2,675.57 435,000.00
SANTA ROSA CA 95405 2 10/30/98 00
0431116672 05 12/01/98 0
0013818828 O 11/01/13
0
1842311 A35/A35 F 340,000.00 ZZ
180 340,000.00 1
1
51 LANDING LANE 7.000 3,056.02 75
6.750 3,056.02 454,000.00
EAST QUOGUE NY 11942 2 10/29/98 00
8737 05 01/01/99 0
8737 O 12/01/13
0
1842374 K08/G01 F 150,000.00 ZZ
180 150,000.00 1
6844 VACHON 7.375 1,379.88 61
7.125 1,379.88 247,000.00
BLOOMFIELD TOWN MI 48301 5 11/06/98 00
0411136914 05 01/01/99 0
411136914 O 12/01/13
0
1842388 975/G01 F 270,000.00 ZZ
180 270,000.00 1
904 PANTERA DRIVE 6.750 2,389.26 75
6.500 2,389.26 360,000.00
DIAMOND BAR CA 91765 2 11/01/98 00
0431116979 05 01/01/99 0
983755 O 12/01/13
0
1842407 637/G01 F 427,000.00 ZZ
180 427,000.00 1
1400 WAVERLEY STREET 7.125 3,867.90 41
6.875 3,867.90 1,050,000.00
PALO ALTO CA 94301 2 11/02/98 00
0431126085 05 01/01/99 0
0010943264 O 12/01/13
0
1842426 369/G01 F 280,000.00 T
180 278,208.82 1
7004 BULLICK BLUFF 6.875 2,497.20 58
6.625 2,497.20 485,000.00
AUSTIN TX 78732 2 09/23/98 00
0431110097 05 11/01/98 0
62013354 O 10/01/13
0
1842433 637/G01 F 314,300.00 ZZ
180 313,297.58 1
19938 SCOTLAND DRIVE 6.875 2,803.10 41
6.625 2,803.10 770,000.00
SARATOGA CA 95070 2 10/19/98 00
0431119197 05 12/01/98 0
1
0013443833 O 11/01/13
0
1842438 637/G01 F 270,000.00 ZZ
180 269,148.16 1
3751 REDWOOD CIRCLE 7.000 2,426.84 47
6.750 2,426.84 575,000.00
PALO ALTO CA 94306 2 10/27/98 00
0431119171 05 12/01/98 0
0010944817 O 11/01/13
0
1842444 637/G01 F 325,000.00 ZZ
180 323,974.63 1
175 WILDWOOD AVENUE 7.000 2,921.20 64
6.750 2,921.20 510,000.00
PIEDMONT CA 94610 2 10/06/98 00
0431122704 05 12/01/98 0
0010145530 O 11/01/13
0
1842447 637/G01 F 289,500.00 ZZ
180 288,576.67 1
157 VIA COPLA 6.875 2,581.92 50
6.625 2,581.92 590,000.00
ALAMO CA 94507 2 10/28/98 00
0431113687 05 12/01/98 0
0010146561 O 11/01/13
0
1842456 637/G01 F 320,000.00 ZZ
180 318,968.29 1
1387 BING DRIVE 6.750 2,831.71 44
6.500 2,831.71 730,000.00
SAN JOSE CA 95129 2 10/20/98 00
0431118678 05 12/01/98 0
0013442454 O 11/01/13
0
1842511 111/111 F 242,250.00 ZZ
180 242,250.00 1
1446 WELCOME AVENUE 6.875 2,160.52 95
6.625 2,160.52 255,000.00
RIDGECREST CA 93555 2 11/04/98 04
805913 05 01/01/99 25
805913 O 12/01/13
0
1
1842523 111/111 F 650,000.00 ZZ
180 650,000.00 1
515 PARK WAY 6.250 5,573.25 57
6.000 5,573.25 1,155,000.00
PIEDMONT CA 94611 1 11/03/98 00
679000805989 05 01/01/99 0
679000805989 O 12/01/13
0
1842540 111/111 F 276,000.00 ZZ
180 275,119.73 1
7052 SAN MIGUEL AVENUE 6.875 2,461.52 80
6.625 2,461.52 345,000.00
BONITA CA 91902 1 10/21/98 00
684000805777 05 12/01/98 0
684000805777 O 11/01/13
0
1842547 111/111 F 288,200.00 ZZ
180 287,250.55 1
5395 NORTH SAN JACINTO AVENUE 6.500 2,510.53 66
6.250 2,510.53 440,000.00
CLOVIS CA 93611 2 10/27/98 00
680000807795 03 12/01/98 0
680000807795 O 11/01/13
0
1842556 111/111 F 175,000.00 ZZ
180 174,429.66 1
3549 DAKOTA DRIVE 6.625 1,536.49 70
6.375 1,536.49 250,000.00
SANTA MARIA CA 93455 2 10/20/98 00
682000801430 05 12/01/98 0
682000801430 O 11/01/13
0
1842560 111/111 F 316,000.00 ZZ
180 316,000.00 1
8301 CHASE AVENUE 6.875 2,818.26 73
6.625 2,818.26 435,000.00
LOS ANGELES CA 90045 2 11/04/98 00
682000802876 05 01/01/99 0
682000802876 O 12/01/13
0
1842567 111/111 F 90,000.00 ZZ
180 89,719.13 1
485 EAST 18TH STREET 7.125 815.25 25
6.875 815.25 372,500.00
1
COSTA MESA CA 92627 5 10/23/98 00
684000803296 05 12/01/98 0
684000803296 O 11/01/13
0
1842618 A46/G01 F 175,000.00 T
180 175,000.00 1
1206 CHALLENGER 7.500 1,622.27 54
7.250 1,622.27 330,000.00
AUSTIN TX 78734 2 11/09/98 00
0431107762 05 01/01/99 0
0783155 O 12/01/13
0
1842669 623/G01 F 335,000.00 ZZ
180 330,780.74 1
7862 R.R. 1 BOX 331 7.125 3,034.53 75
6.875 3,034.53 450,000.00
BAINBRIDGE IN 46105 5 07/01/98 00
0431114032 05 09/01/98 0
1101127 O 08/01/13
0
1842670 623/G01 F 300,000.00 T
180 298,136.36 1
651 MAIN STREET 7.750 2,823.83 20
7.500 2,823.83 1,500,000.00
HARWICH MA 02646 5 09/21/98 00
0431116987 05 11/01/98 0
1133009 O 10/01/13
0
1842672 623/G01 F 411,100.00 ZZ
180 408,470.19 1
6 BLACK CREEK LANE 6.875 3,666.41 68
6.625 3,666.41 610,000.00
LADUE MO 63124 2 09/24/98 00
0431116961 03 11/01/98 0
1146520 O 10/01/13
0
1842673 623/G01 F 366,000.00 ZZ
180 363,658.69 1
405 PARK ROAD 6.875 3,264.19 65
6.625 3,264.19 565,000.00
WEBSTER GROVES MO 63119 2 09/21/98 00
0431116953 05 11/01/98 0
1147513 O 10/01/13
0
1
1842674 623/G01 F 650,000.00 ZZ
180 645,974.82 1
18338 GUARDIAN CIRCLE 7.250 5,933.61 62
7.000 5,933.61 1,050,000.00
BOCA RATON FL 33496 1 09/23/98 00
0431116938 05 11/01/98 0
1177207 O 10/01/13
0
1842677 623/G01 F 552,000.00 ZZ
180 548,506.76 1
2080 KENT DRIVE 7.000 4,961.54 80
6.750 4,961.54 690,000.00
LOS ALTOS CA 94024 1 09/24/98 00
0431116219 05 11/01/98 0
6247659 O 10/01/13
0
1842679 623/G01 F 330,000.00 ZZ
180 327,888.99 1
1123 CUESTA DRIVE 6.875 2,943.12 63
6.625 2,943.12 525,000.00
MOUNTAIN VIEW CA 94040 5 09/14/98 00
0431116284 05 11/01/98 0
6249072 O 10/01/13
0
1842680 623/G01 F 264,000.00 ZZ
180 262,338.66 1
1448 S STONECREST PLACE 7.125 2,391.40 78
6.875 2,391.40 340,000.00
DIAMOND BAR CA 91765 2 09/14/98 00
0431116367 05 11/01/98 0
6266113 O 10/01/13
0
1842681 623/G01 F 304,000.00 ZZ
180 302,987.68 1
28545 EVENING BREEZE DRIVE 6.375 2,627.32 80
6.125 2,627.32 380,000.00
YORBA LINDA CA 92887 5 10/01/98 00
0431113984 05 12/01/98 0
6267392 O 11/01/13
0
1842682 623/G01 F 456,000.00 ZZ
180 453,051.35 1
1
7231 OLIVETAS AVENUE 6.750 4,035.19 80
6.500 4,035.19 570,000.00
SAN DIEGO CA 92037 1 09/17/98 00
0431117001 05 11/01/98 0
6270282 O 10/01/13
0
1842683 623/G01 F 325,000.00 ZZ
180 321,937.45 1
1268 HIDDEN MOUNTAIN DRIVE 7.000 2,921.20 67
6.750 2,921.20 490,000.00
EL CAJON CA 92019 2 09/25/98 00
0431116391 05 11/01/98 0
6320373 O 10/01/13
0
1842757 637/G01 F 357,000.00 ZZ
180 355,849.00 1
330 FLUME ROAD 6.750 3,159.13 70
6.500 3,159.13 515,000.00
APTOS CA 95003 2 10/24/98 00
0431126424 05 12/01/98 0
0010945053 O 11/01/13
0
1842793 J95/J95 F 370,000.00 ZZ
180 368,807.08 1
16 COMPTON TRACE 6.750 3,274.17 70
6.500 3,274.17 535,000.00
NASHVILLE TN 37215 2 10/13/98 00
0012785952 03 12/01/98 0
0012785952 O 11/01/13
0
1842814 356/G01 F 245,100.00 ZZ
180 245,100.00 1
210 DOVE CREEK LANE 7.000 2,203.03 50
6.750 2,203.03 500,000.00
DANVILLE CA 94506 2 10/26/98 00
0431112101 03 01/01/99 0
2520005 O 12/01/13
0
1842816 356/G01 F 302,500.00 ZZ
180 302,500.00 1
1055 SAN CARLOS AVENUE 7.000 2,718.96 55
6.750 2,718.96 560,000.00
EL GRANADA CA 94018 2 10/26/98 00
0431112135 05 01/01/99 0
1
2621225 O 12/01/13
0
1842961 J95/J95 F 375,000.00 ZZ
180 373,790.97 1
7619 CHEROKEE SPRINGS WAY 6.750 3,318.41 58
6.500 3,318.41 655,000.00
KNOXVILLE TN 37919 2 10/07/98 00
0150625408 05 12/01/98 0
0150625408 O 11/01/13
0
1842964 J95/J95 F 338,000.00 ZZ
180 335,837.80 1
1614 19TH STREET NW 6.875 3,014.47 55
6.625 3,014.47 625,000.00
WASHINGTON DC 20009 2 09/25/98 00
0009487067 07 11/01/98 0
0009487067 O 10/01/13
0
1842967 J95/J95 F 250,000.00 ZZ
180 249,211.26 1
10 DRUMLIN ROAD 7.000 2,247.07 60
6.750 2,247.07 418,000.00
IPSWICH MA 01938 2 10/08/98 00
0013322474 05 12/01/98 0
0013322474 O 11/01/13
0
1842970 J95/J95 F 284,000.00 ZZ
180 283,074.41 1
1341 LAKESHORE DRIVE 6.625 2,493.51 80
6.375 2,493.51 355,000.00
SNELLVILLE GA 30078 2 10/20/98 00
0010548048 05 12/01/98 0
0010548048 O 11/01/13
0
1843098 830/G01 F 232,000.00 ZZ
180 232,000.00 1
7735 NORTH KANSAS 6.875 2,069.10 80
6.625 2,069.10 290,000.00
KANSAS CITY MO 64119 2 11/12/98 00
0431113075 05 01/01/99 0
1910306 O 12/01/13
0
1
1843160 356/G01 F 254,900.00 ZZ
180 254,900.00 1
6157 SKYFARM DRIVE 7.125 2,308.97 66
6.875 2,308.97 389,000.00
CASTRO VALLEY CA 94552 2 10/28/98 00
0431112028 03 01/01/99 0
2576288 O 12/01/13
0
1843163 356/G01 F 275,000.00 ZZ
180 275,000.00 1
400 POSADA WAY 7.000 2,471.78 60
6.750 2,471.78 460,000.00
FREMONT CA 94536 2 10/28/98 00
0431112051 05 01/01/99 0
2640449 O 12/01/13
0
1843189 638/G01 F 100,000.00 ZZ
180 100,000.00 1
1350 CRAIGMONT STREET 6.750 884.91 51
6.500 884.91 198,900.00
EL CAJON CA 92019 1 11/10/98 00
0431112168 05 01/01/99 0
08812739 O 12/01/13
0
1843193 638/G01 F 362,500.00 ZZ
180 362,500.00 1
8000 SW BROADMOOR TERRACE 6.250 3,108.16 70
6.000 3,108.16 521,000.00
PORTLAND OR 97225 2 11/04/98 00
0431112119 05 01/01/99 0
08802781 O 12/01/13
0
1843197 638/G01 F 500,000.00 ZZ
180 498,422.53 1
1 OLD COUNTRY DRIVE 7.000 4,494.14 61
6.750 4,494.14 820,000.00
DOVER MA 02030 2 10/23/98 00
0431112036 05 12/01/98 0
08809464 O 11/01/13
0
1843216 J95/J95 F 410,000.00 ZZ
180 408,692.36 1
14136 216TH WAY N.E. 6.875 3,656.60 72
6.625 3,656.60 575,000.00
1
WOODINVILLE WA 98072 5 10/28/98 00
0013312772 03 12/01/98 0
0013312772 O 11/01/13
0
1843222 367/367 F 260,000.00 ZZ
180 259,179.72 1
6504 STRATFORD ROAD 7.000 2,336.95 80
6.750 2,336.95 325,000.00
CHEVY CHASE MD 20815 1 10/20/98 00
9808001003 05 12/01/98 0
9808001003 O 11/01/13
0
1843223 J95/J95 F 295,500.00 ZZ
180 294,505.38 1
24041 NORTH 55TH AVENUE 6.250 2,533.68 69
6.000 2,533.68 430,000.00
GLENDALE AZ 85310 2 10/26/98 00
0013272620 05 12/01/98 0
0013272620 O 11/01/13
0
1843232 638/G01 F 265,000.00 ZZ
180 265,000.00 1
1603 EAST OLD LAKE LANE 7.125 2,400.45 67
6.875 2,400.45 400,000.00
FRUIT HIEGHTS UT 84037 2 11/11/98 00
0431111970 05 01/01/99 0
08821731 O 12/01/13
0
1843241 638/G01 F 491,650.00 ZZ
180 490,098.87 1
326 BROAD CREEK DRIVE 7.000 4,419.09 75
6.750 4,419.09 655,553.00
ANNAPOLIS MD 21401 1 10/30/98 00
0431112010 03 12/01/98 0
3166415 O 11/01/13
0
1843280 638/G01 F 268,000.00 ZZ
180 268,000.00 1
3068 TARA 7.000 2,408.86 80
6.750 2,408.86 335,000.00
COSTA MESA CA 92626 1 11/05/98 00
0431112465 03 01/01/99 0
08809755 O 12/01/13
0
1
1843295 G32/G01 F 356,000.00 ZZ
180 356,000.00 1
588 LEE ST 6.875 3,175.00 80
6.625 3,175.00 445,000.00
GLEN ELLYN IL 60137 2 11/11/98 00
0431120625 05 01/01/99 0
0000 O 12/01/13
0
1843326 E82/G01 F 450,000.00 ZZ
180 450,000.00 1
22 BAY DRIVE 6.750 3,982.09 60
6.500 3,982.09 756,000.00
LAGUNA BEACH CA 92651 2 11/18/98 00
0400164661 03 01/01/99 0
0400164661 O 12/01/13
0
1843529 966/G01 F 264,000.00 ZZ
180 263,148.84 1
7728 COUNTRY ROAD 4095 6.750 2,336.16 49
6.500 2,336.16 545,000.00
KAUFMAN TX 75142 2 10/30/98 00
0431117175 05 12/01/98 0
30007639 O 11/01/13
0
1843559 116/116 F 312,400.00 ZZ
180 312,400.00 1
558 DANA LANE 6.750 2,764.46 45
6.500 2,764.46 708,000.00
HOUSTON TX 77024 2 11/21/98 00
000 03 01/01/99 0
000 O 12/01/13
0
1843601 F44/G01 F 365,000.00 ZZ
180 365,000.00 1
1610 WYATTS RIDGE ROAD 6.750 3,229.92 75
6.500 3,229.92 490,000.00
CROWNSVILLE MD 21032 5 11/23/98 00
0431113943 03 01/01/99 0
205528 O 12/01/13
0
1843633 550/550 F 550,000.00 ZZ
180 550,000.00 1
1
1437 DANA AVENUE 6.650 4,836.56 58
6.400 4,836.56 950,000.00
PALO ALTO CA 94301 1 11/11/98 00
120269910 05 01/01/99 0
120269910 O 12/01/13
0
1843804 356/G01 F 463,000.00 ZZ
180 463,000.00 1
3533 MEADOWLANDS LANE 6.875 4,129.29 68
6.625 4,129.29 690,000.00
SAN JOSE CA 95135 2 10/30/98 00
0431113141 05 01/01/99 0
2626984 O 12/01/13
0
1843922 626/G01 F 240,000.00 ZZ
180 239,226.21 1
5 LOGO VISTA 6.750 2,123.79 80
6.500 2,123.79 300,000.00
DANA POINT CA 92629 2 10/30/98 00
0431113125 01 12/01/98 0
0006982771 O 11/01/13
0
1843949 944/G01 F 305,000.00 ZZ
180 305,000.00 1
89 ROCKROSE STREET 7.250 2,784.23 80
7.000 2,784.23 385,000.00
LIVERMORE CA 94550 2 11/16/98 00
0431119080 05 01/01/99 0
981100050 O 12/01/13
0
1844195 356/G01 F 248,000.00 ZZ
180 248,000.00 1
44169 BOITANO DR 7.000 2,229.10 38
6.750 2,229.10 660,000.00
FREMONT CA 94539 5 10/29/98 00
0431116169 05 01/01/99 0
2614162 O 12/01/13
0
1844217 026/G01 F 320,000.00 ZZ
120 320,000.00 1
430 PEACE HAVEN DRIVE 6.500 3,633.54 50
6.250 3,633.54 640,000.00
NORFOLK VA 23502 2 11/18/98 00
0431116722 05 01/01/99 0
1
0200040863 O 12/01/08
0
1844229 893/G01 F 193,000.00 ZZ
180 193,000.00 1
209 POPLAR AVENUE 6.500 1,681.24 53
6.250 1,681.24 365,000.00
SAN BRUNO CA 94066 2 11/16/98 00
0431117829 05 01/01/99 0
98110324 O 12/01/13
0
1844230 893/G01 F 403,000.00 ZZ
180 403,000.00 1
2872 MASON LANE 6.250 3,455.42 65
6.000 3,455.42 625,000.00
SAN MATEO CA 94403 2 11/16/98 00
0431121094 05 01/01/99 0
98110323 O 12/01/13
0
1844236 638/G01 F 75,000.00 ZZ
180 75,000.00 1
2517 ALLEY CORNER ROAD 6.500 653.33 54
6.250 653.33 139,900.00
CLAYTON DE 19938 1 11/12/98 00
0431112861 05 01/01/99 0
8820287 O 12/01/13
0
1844240 638/G01 F 302,400.00 ZZ
180 301,414.45 1
7353 MEADOW COURT 6.625 2,655.05 71
6.375 2,655.05 430,000.00
BOULDER CO 80301 5 10/28/98 00
0431112846 03 12/01/98 0
8804358 O 11/01/13
0
1844253 638/G01 F 300,000.00 ZZ
180 300,000.00 1
1911 CALLE LA COSTA 6.750 2,654.73 54
6.500 2,654.73 560,000.00
GLENDALE CA 91208 1 11/02/98 00
0431112697 03 01/01/99 0
8818063 O 12/01/13
0
1
1844288 A50/A50 F 650,000.00 ZZ
180 647,926.91 1
31 COUNTRY CLUB BLVD 6.875 5,797.05 70
6.625 5,797.05 930,000.00
BIRMINGHAM AL 35213 2 10/23/98 00
116562 05 12/01/98 0
116562 O 11/01/13
0
1844289 470/G01 F 356,200.00 ZZ
180 355,051.58 1
23 SUMMERSIDE 6.750 3,152.05 56
6.500 3,152.05 645,000.00
TRABUCO CANYON CA 92679 5 10/24/98 00
0431116698 05 12/01/98 0
93100979 O 11/01/13
0
1844316 637/G01 F 600,000.00 ZZ
180 600,000.00 1
27600 EDGERTON ROAD 6.500 5,226.65 43
6.250 5,226.65 1,400,000.00
LOS ALTOS HILLS CA 94022 2 11/06/98 00
0431124445 05 01/01/99 0
0013443551 O 12/01/13
0
1844465 K08/G01 F 28,200.00 ZZ
180 28,200.00 1
230 LAKEVIEW DR UNIT 110 7.500 261.42 60
7.250 261.42 47,000.00
WESTON FL 33326 1 11/16/98 00
0411150105 01 01/01/99 0
411150105 O 12/01/13
0
1844501 944/G01 F 332,000.00 ZZ
180 332,000.00 1
712 LAS BARRANCAS DRIVE 6.625 2,914.94 64
6.375 2,914.94 525,000.00
DANVILLE CA 94526 2 11/12/98 00
0431119338 05 01/01/99 0
981100026 O 12/01/13
0
1844512 664/G01 F 382,000.00 ZZ
180 380,781.65 1
3627 HAYVENHURST AVENUE 6.875 3,406.89 62
6.625 3,406.89 625,000.00
1
ENCINO AREA CA 91436 2 10/20/98 00
0431117373 05 12/01/98 0
2771145 O 11/01/13
0
1844514 K08/G01 F 295,000.00 ZZ
180 295,000.00 1
2252 NORTH THREE SPRINGS DRIVE 7.000 2,651.54 49
6.750 2,651.54 610,000.00
WESTLAKE VILLAG CA 91361 2 11/10/98 00
0411084072 03 01/01/99 0
411084072 O 12/01/13
0
1844606 664/G01 F 318,000.00 ZZ
180 316,963.59 1
17277 CAMPILLO DRIVE 6.625 2,792.03 69
6.375 2,792.03 465,000.00
SAN DIEGO CA 92128 5 10/30/98 00
0431117456 05 12/01/98 0
2777340 O 11/01/13
0
1844614 637/G01 F 345,000.00 ZZ
180 345,000.00 1
85 CONEJO DRIVE 6.750 3,052.94 58
6.500 3,052.94 600,000.00
MILLBRAE CA 94030 2 10/31/98 00
0431129006 05 01/01/99 0
0013442264 O 12/01/13
0
1844621 637/G01 F 420,000.00 ZZ
180 418,631.17 1
3982 OAK HOLLOW CIRCLE 6.625 3,687.58 58
6.375 3,687.58 735,000.00
WESTLAKE VILLAG CA 91362 2 10/29/98 00
0431128826 03 12/01/98 0
0013452784 O 11/01/13
0
1844628 637/G01 F 253,000.00 ZZ
180 252,184.30 1
6522 PFEIFFER RANCH ROAD 6.750 2,238.83 33
6.500 2,238.83 775,000.00
SAN JOSE CA 95120 2 10/30/98 00
0431122076 05 12/01/98 0
0013429196 O 11/01/13
0
1
1844636 637/G01 F 325,500.00 ZZ
180 324,461.85 1
163 EL TOYONAL 6.875 2,902.99 70
6.625 2,902.99 465,000.00
ORINDA CA 94563 2 10/30/98 00
0431121425 05 12/01/98 0
0013432919 O 11/01/13
0
1844640 637/G01 F 310,000.00 ZZ
180 309,011.29 1
3469 VARNER COURT 6.875 2,764.75 45
6.625 2,764.75 700,000.00
SAN JOSE CA 95132 2 10/30/98 00
0431122027 05 12/01/98 0
0013436100 O 11/01/13
0
1845170 948/G01 F 298,000.00 ZZ
180 298,000.00 1
4275 MUIRWOOD CIRCLE 6.625 2,616.43 63
6.375 2,616.43 480,000.00
RENO NV 89509 2 11/19/98 00
0431123801 05 01/01/99 0
35313 O 12/01/13
0
1845193 A50/A50 F 281,000.00 ZZ
180 280,084.19 1
354 SHADES CREST ROAD 6.625 2,467.16 54
6.375 2,467.16 530,000.00
BIRHMINGHAM AL 35226 2 10/26/98 00
116564 05 12/01/98 0
116564 O 11/01/13
0
1845237 638/G01 F 486,000.00 ZZ
180 486,000.00 1
7340 NORTH 2ND DRIVE 6.625 4,267.05 70
6.375 4,267.05 700,000.00
PHOENIX AZ 85021 5 11/09/98 00
0431115526 05 01/01/99 0
08795998 O 12/01/13
0
1845241 638/G01 F 320,000.00 ZZ
180 320,000.00 1
1
13816 CAMPUS DRIVE 6.875 2,853.93 49
6.625 2,853.93 665,000.00
OAKLAND CA 94605 2 11/02/98 00
0431115609 05 01/01/99 0
08815683 O 12/01/13
0
1845346 815/G01 F 373,000.00 ZZ
180 370,598.42 1
10 DELWICK LANE 6.800 3,311.06 56
6.550 3,311.06 675,000.00
MILLBURN NJ 07078 2 09/24/98 00
0431114537 05 11/01/98 0
100514 O 10/01/13
0
1845362 815/G01 F 340,000.00 ZZ
180 336,777.05 1
232-236 EAST 47TH STREET 7.050 3,065.53 80
UNIT#37C 6.800 3,065.53 425,000.00
NEW YORK NY 10017 1 08/24/98 00
0431115187 06 10/01/98 0
100490 O 09/01/13
0
1845845 K08/G01 F 38,000.00 ZZ
180 38,000.00 1
650 NE 149TH STREET UNIT #F102 7.500 352.26 95
7.250 352.26 40,000.00
MIAMI FL 33161 2 11/13/98 04
0411109994 01 01/01/99 30
411109994 O 12/01/13
0
1845861 964/G01 F 385,000.00 ZZ
180 385,000.00 1
2308 WEYBRIDGE DRIVE 6.750 3,406.90 46
6.500 3,406.90 850,000.00
BAKERSFIELD CA 93311 1 11/19/98 00
0431116193 03 01/01/99 0
45488 O 12/01/13
0
1845876 964/G01 F 395,000.00 ZZ
180 393,670.47 1
533 CREEDON CIRCLE 6.250 3,386.82 51
6.000 3,386.82 775,000.00
ALAMEDA CA 94502 2 10/09/98 00
0431116060 05 12/01/98 0
1
40217 O 11/01/13
0
1845978 975/G01 F 390,000.00 ZZ
120 390,000.00 1
15795 RIPARIAN ROAD 6.875 4,503.15 68
6.625 4,503.15 580,000.00
POWAY CA 92064 2 11/19/98 00
0431128222 05 01/01/99 0
983695 O 12/01/08
0
1846233 593/593 F 325,000.00 ZZ
180 323,963.45 1
1366 EAST ARLINGTON DRIVE 6.875 2,898.53 77
6.625 2,898.53 425,000.00
SALT LAKE CITY UT 84103 1 10/22/98 00
0007116791 05 12/01/98 0
0007116791 O 11/01/13
0
1846385 956/G01 F 244,800.00 ZZ
180 244,800.00 1
34722 SIWARD DRIVE 7.125 2,217.47 80
6.875 2,217.47 306,000.00
FREMONT CA 94555 1 11/12/98 00
0431119882 03 01/01/99 0
108100752 O 12/01/13
0
1846393 B98/G01 F 128,900.00 ZZ
180 128,475.35 1
4980 WESTWOOD WAY 6.500 1,122.86 72
6.250 1,122.86 180,000.00
ANTIOCH CA 94509 2 10/26/98 00
0431120674 05 12/01/98 0
NA O 11/01/13
0
1846415 956/G01 F 282,000.00 ZZ
180 282,000.00 1
57 SUMMER HILL COURT 6.875 2,515.03 76
6.625 2,515.03 375,000.00
DANVILLE CA 94526 5 11/11/98 00
0431120864 05 01/01/99 0
808101574 O 12/01/13
0
1
1846435 956/G01 F 360,000.00 ZZ
180 358,864.22 1
2332 WARMOUTH STREET 7.000 3,235.78 80
6.750 3,235.78 450,000.00
LOS ANGELES CA 90732 2 10/14/98 00
0431120716 05 12/01/98 0
108090670 O 11/01/13
0
1846607 E26/G01 F 242,250.00 ZZ
180 241,485.70 1
8202 PRESTWICK CIRCLE 7.000 2,177.42 75
6.750 2,177.42 323,000.00
HUNTINGTON BEAC CA 92646 2 10/02/98 00
0431118090 05 12/01/98 0
34801022 O 11/01/13
0
1846671 975/G01 F 325,000.00 ZZ
180 325,000.00 1
2901 OLNEY PLACE 7.000 2,921.19 61
6.750 2,921.19 538,000.00
BURBANK CA 91504 2 11/17/98 00
0431128214 05 01/01/99 0
983596 O 12/01/13
0
1846802 992/G01 F 650,000.00 ZZ
180 650,000.00 1
30 BURNING TREE ROAD 6.000 5,485.07 57
5.750 5,485.07 1,150,000.00
GREENWICH CT 06830 5 11/18/98 00
0431125764 05 01/01/99 0
350156 O 12/01/13
0
1846902 K08/G01 F 248,000.00 ZZ
180 248,000.00 1
112 PIMLICO PLACE 7.125 2,246.46 80
6.875 2,246.46 310,000.00
BRANDON MS 39042 1 11/13/98 00
0411083520 05 01/01/99 0
411083520 O 12/01/13
0
1846918 470/G01 F 253,000.00 ZZ
180 253,000.00 1
1 BRAINERD AVENUE 6.875 2,256.40 70
6.625 2,256.40 364,000.00
1
PETALUMA CA 94952 2 11/09/98 00
0431122605 05 01/01/99 0
56000925 O 12/01/13
0
1846989 822/G01 F 318,000.00 ZZ
180 318,000.00 1
2126 HAINES WAY 6.625 2,792.03 72
6.375 2,792.03 445,000.00
LANSDALE PA 19446 2 11/04/98 00
0431122472 05 01/01/99 0
3626013259 O 12/01/13
0
1846993 026/G01 F 350,000.00 ZZ
180 350,000.00 1
5411 MECKLENBURG ST 7.375 3,219.74 78
7.125 3,219.74 450,000.00
GREENSBORO NC 27410 1 11/23/98 00
0431122878 05 01/01/99 0
0200465384 O 12/01/13
0
1847025 638/G01 F 339,000.00 ZZ
180 339,000.00 1
5625 BUENA VISTA AVENUE 7.125 3,070.77 77
6.875 3,070.77 443,000.00
OAKLAND CA 94618 2 11/03/98 00
0431121490 05 01/01/99 0
08802829 O 12/01/13
0
1847040 560/560 F 345,200.00 ZZ
180 343,062.32 1
2517 LA SIERRA CT. 7.250 3,151.21 78
7.000 3,151.21 445,000.00
CAMARILLO CA 93012 2 09/09/98 00
127747301 05 11/01/98 0
127747301 O 10/01/13
0
1847043 560/560 F 900,000.00 ZZ
180 897,066.80 1
EAST 3602 73RD AVENUE 6.625 7,901.95 48
6.375 7,901.95 1,900,000.00
SPOKANE WA 99220 2 10/16/98 00
160818506 05 12/01/98 0
160818506 O 11/01/13
0
1
1847044 560/560 F 393,300.00 ZZ
180 390,756.79 1
1 OVERLOOK PLACE 6.750 3,480.35 57
6.500 3,480.35 700,000.00
MONTEREY CA 93940 5 09/24/98 00
160840104 05 11/01/98 0
160840104 O 10/01/13
0
1847045 560/560 F 259,250.00 ZZ
180 257,555.49 1
728 SOUTH 250 WEST 6.625 2,276.20 66
6.375 2,276.20 393,000.00
OREM UT 84058 5 09/25/98 00
160922803 05 11/01/98 0
160922803 O 10/01/13
0
1847046 560/560 F 577,000.00 ZZ
180 573,268.93 1
23721 N CRESCENT ROAD 6.750 5,105.93 70
6.500 5,105.93 825,000.00
CHATTOROY WA 99003 2 09/21/98 00
160954608 05 11/01/98 0
160954608 O 10/01/13
0
1847047 560/560 F 433,000.00 ZZ
180 431,619.00 1
19 BRENNER PLACE 6.875 3,861.73 58
6.625 3,861.73 750,000.00
DEMAREST NJ 07627 2 10/21/98 00
160964003 05 12/01/98 0
160964003 O 11/01/13
0
1847048 560/560 F 360,650.00 T
180 358,392.26 1
10040 E HAPPY VALLEY RD 681 7.125 3,266.89 41
6.875 3,266.89 900,000.00
SCOTTSDALE AZ 85255 2 10/02/98 00
160985404 03 11/01/98 0
160985404 O 10/01/13
0
1847051 560/560 F 298,500.00 ZZ
180 296,527.91 1
1
5940 NEWGATE LANE 6.500 2,600.26 74
6.250 2,600.26 405,000.00
PLANO TX 75093 2 09/25/98 00
161074406 03 11/01/98 0
161074406 O 10/01/13
0
1847053 560/560 F 729,000.00 ZZ
180 726,674.94 1
1595 BAYHILL DRIVE 6.875 6,501.62 50
6.625 6,501.62 1,480,000.00
DULUTH GA 30097 2 10/23/98 00
161160700 03 12/01/98 0
161160700 O 11/01/13
0
1847054 560/560 F 500,000.00 ZZ
180 496,801.47 1
5806 E INDIAN BEND 6.875 4,459.28 67
6.625 4,459.28 754,000.00
PARADISE VALLEY AZ 85253 5 09/22/98 00
161163308 05 11/01/98 0
161163308 O 10/01/13
0
1847055 560/560 F 214,000.00 ZZ
180 213,302.55 1
10309 MCBROOM STREET 6.625 1,878.91 95
6.375 1,878.91 227,000.00
LOS ANGELES CA 91040 2 10/23/98 21
161185806 05 12/01/98 30
161185806 O 11/01/13
0
1847057 560/560 F 275,000.00 ZZ
180 274,122.92 1
16246 AVENIDA SAN MIGUEL 6.875 2,452.60 69
6.625 2,452.60 400,000.00
LA MIRADA CA 90638 2 10/29/98 00
161402003 03 12/01/98 0
161402003 O 11/01/13
0
1847059 560/560 F 367,500.00 ZZ
180 366,035.48 1
521 N DUNBARTON OAKS LANE 6.625 3,226.63 70
6.375 3,226.63 525,000.00
LIBERTY LAKE WA 99019 1 10/28/98 00
161592100 05 12/01/98 0
1
161592100 O 11/01/13
0
1847060 560/560 F 181,000.00 ZZ
180 180,422.72 1
90 WHITE PLAINS AVE 6.875 1,614.26 52
6.625 1,614.26 350,000.00
WEST HARRISON NY 10604 2 10/22/98 00
161594106 05 12/01/98 0
161594106 O 11/01/13
0
1847061 560/560 F 464,900.00 ZZ
180 463,384.84 1
3693 DERR TRAIL DRIVE 6.625 4,081.80 63
6.375 4,081.80 740,000.00
DANVILLE CA 94506 2 10/12/98 00
161626908 05 12/01/98 0
161626908 O 11/01/13
0
1847063 560/560 F 318,000.00 ZZ
180 316,963.59 1
4131 SWARTHMORE ST. 6.625 2,792.03 74
6.375 2,792.03 430,000.00
HOUSTON TX 77005 2 10/22/98 00
161813803 05 12/01/98 0
161813803 O 11/01/13
0
1847065 560/560 F 300,000.00 ZZ
180 300,000.00 1
472 E REDCOAT LANE 7.875 2,845.35 65
7.625 2,845.35 465,000.00
WAYNE PA 19087 2 11/06/98 00
161975305 05 01/01/99 0
161975305 O 12/01/13
0
1847066 560/560 F 475,000.00 ZZ
180 475,000.00 1
104 SONDLEY PKY 6.875 4,236.31 76
6.625 4,236.31 630,000.00
ASHEVILLE NC 28805 2 11/02/98 00
162210108 05 01/01/99 0
162210108 O 12/01/13
0
1
1847068 560/560 F 250,500.00 ZZ
180 249,718.23 1
139 WOODS RUN 7.125 2,269.11 75
6.875 2,269.11 336,000.00
ROLLINSFORD NH 03869 2 10/22/98 00
162262802 05 12/01/98 0
162262802 O 11/01/13
0
1847069 560/560 F 497,000.00 ZZ
180 495,431.99 1
6511 BURKE WOODS DRIVE 7.000 4,467.18 50
6.750 4,467.18 1,000,000.00
BURKE VA 22015 2 10/22/98 00
162442909 05 12/01/98 0
162442909 O 11/01/13
0
1847071 560/560 F 271,200.00 T
180 270,344.37 1
151 GORHAM RD 7.000 2,437.63 68
6.750 2,437.63 400,000.00
HARWICH PORT MA 02646 2 10/27/98 00
162489405 05 12/01/98 0
162489405 O 11/01/13
0
1847072 560/560 F 501,500.00 ZZ
180 499,775.55 1
165 OLDCASTLE LN 6.000 4,231.95 75
5.750 4,231.95 670,000.00
ALAMEDA CA 94502 2 10/26/98 00
162562300 03 12/01/98 0
162562300 O 11/01/13
0
1847074 560/560 F 574,000.00 ZZ
180 572,109.01 1
3408 N COTTONWOOD LANE 6.500 5,000.16 59
6.250 5,000.16 975,000.00
PROVO UT 84604 2 10/26/98 00
162633101 03 12/01/98 0
162633101 O 11/01/13
0
1847076 560/560 F 433,000.00 ZZ
120 430,481.08 1
6308 EDINBURGH DRIVE 6.875 4,999.65 77
6.625 4,999.65 565,000.00
1
NASHVILLE TN 37221 2 10/27/98 00
162903801 05 12/01/98 0
162903801 O 11/01/08
0
1847078 560/560 F 650,000.00 ZZ
180 650,000.00 1
51-49 FERRY ROAD 6.500 5,662.20 60
6.250 5,662.20 1,087,500.00
CHESTER CT 06412 1 11/12/98 00
163070501 05 01/01/99 0
163070501 O 12/01/13
0
1847080 560/560 F 280,700.00 T
180 279,794.99 1
3607 HAMPTON AVENUE 6.750 2,483.95 80
6.500 2,483.95 355,000.00
NASHVILLE TN 37215 2 10/26/98 00
163229305 05 12/01/98 0
163229305 O 11/01/13
0
1847081 560/560 F 250,000.00 R
180 250,000.00 1
112 KELEKENT LANE 6.750 2,212.28 67
6.500 2,212.28 377,700.00
CARY NC 27511 1 11/04/98 00
163254204 03 01/01/99 0
163254204 O 12/01/13
0
1847085 560/560 F 237,500.00 ZZ
180 234,255.96 1
3314 LAKE STREET 7.125 2,151.35 95
6.875 2,151.35 250,000.00
HOUSTON TX 77098 1 07/02/98 21
462325200 05 09/01/98 30
462325200 O 08/01/13
0
1847086 560/560 F 456,000.00 ZZ
180 448,952.09 1
3 CONGRESSIONAL COURT 7.375 4,194.86 80
7.125 4,194.86 572,853.00
SKILLMAN NJ 08558 1 06/11/98 00
488043308 03 08/01/98 0
488043308 O 07/01/13
0
1
1847088 560/560 F 450,000.00 ZZ
180 442,894.25 1
9 BLACKLEDGE CT 7.125 4,076.25 60
6.875 4,076.25 750,000.00
CLOSTER NJ 07624 1 06/23/98 00
490633401 05 08/01/98 0
490633401 O 07/01/13
0
1847089 560/560 F 312,250.00 ZZ
180 307,319.41 1
5221 EVANSWOOD LANE 7.125 2,828.46 69
6.875 2,828.46 457,000.00
EDINA MN 55436 2 06/25/98 00
491303301 05 08/01/98 0
491303301 O 07/01/13
0
1847090 560/560 F 284,400.00 ZZ
180 279,108.92 1
188 PARK STREET 7.375 2,616.27 62
7.125 2,616.27 460,000.00
BOULDER CREEK CA 95006 2 05/22/98 00
491513206 05 07/01/98 0
491513206 O 06/01/13
0
1847091 560/560 F 300,000.00 T
180 293,006.10 1
115 SNOWMASS ROAD 4B 7.000 2,696.49 77
6.750 2,696.49 390,000.00
MT CRESTED BUTT CO 81225 2 07/21/98 00
491832101 05 09/01/98 0
491832101 O 08/01/13
0
1847092 560/560 F 543,000.00 ZZ
180 518,329.10 1
2300 MONTEREY HIGHWAY 6.875 4,842.77 74
6.625 4,842.77 740,500.00
SPARTA TN 38583 5 05/19/98 00
491868808 05 07/01/98 0
491868808 O 06/01/13
0
1847094 560/560 F 268,000.00 T
180 263,813.15 1
1
560 FAIRWAY DR 722 7.250 2,446.48 68
7.000 2,446.48 395,000.00
MAMMOTH LAKES CA 93546 2 06/04/98 00
493521405 05 08/01/98 0
493521405 O 07/01/13
0
1847096 560/560 F 440,000.00 ZZ
180 429,328.21 1
1620 NORTH RIVER BIRCH CIRCLE 7.125 3,985.66 66
6.875 3,985.66 675,000.00
ORANGE CA 92869 2 05/06/98 00
493890008 03 06/01/98 0
493890008 O 05/01/13
0
1847097 560/560 F 270,900.00 ZZ
180 265,913.74 1
4 CROSS HIGHWAY 7.500 2,511.28 59
7.250 2,511.28 460,000.00
REDDING CT 06875 2 05/22/98 00
493920201 05 07/01/98 0
493920201 O 06/01/13
0
1847098 560/560 F 275,000.00 ZZ
180 269,828.92 1
12447 WHALEN LAKE DRIVE 7.250 2,510.38 60
7.000 2,510.38 465,000.00
HARTLAND MI 48353 5 05/13/98 00
494056609 05 07/01/98 0
494056609 O 06/01/13
0
1847099 560/560 F 409,500.00 ZZ
180 401,881.55 1
5939 WEST PROSPECT DRIVE 7.375 3,767.09 90
7.125 3,767.09 455,000.00
VISALIA CA 93291 2 05/18/98 21
494084106 05 07/01/98 25
494084106 O 06/01/13
0
1847101 560/560 F 405,000.00 ZZ
180 400,007.70 1
7636 MANDARIN DRIVE 7.375 3,725.69 53
7.125 3,725.69 775,000.00
BOCA RATON FL 33433 5 07/22/98 00
494131402 03 09/01/98 0
1
494131402 O 08/01/13
0
1847106 560/560 F 450,000.00 ZZ
120 338,166.47 1
1 STIRRUP LANE 7.250 5,283.05 62
7.000 5,283.05 730,000.00
BELL CANYON CA 91307 1 05/04/98 00
494460504 05 07/01/98 0
494460504 O 06/01/08
0
1847107 560/560 F 300,000.00 ZZ
180 292,872.17 1
48 JOHNSON DRIVE 7.250 2,738.59 80
7.000 2,738.59 378,000.00
MONTGOMERY NJ 08540 2 05/28/98 00
494568900 05 07/01/98 0
494568900 O 06/01/13
0
1847108 560/560 F 262,000.00 ZZ
180 256,760.93 1
4019 WOODBINE COURT 7.375 2,410.20 69
7.125 2,410.20 380,000.00
SHELBY TOWNSHIP MI 48316 2 05/13/98 00
494596208 05 07/01/98 0
494596208 O 06/01/13
0
1847109 560/560 F 363,150.00 ZZ
180 357,354.15 1
3 WOODLAND DRIVE 7.000 3,264.10 46
6.750 3,264.10 800,000.00
MANSFIELD TX 76063 2 06/09/98 00
494613805 05 08/01/98 0
494613805 O 07/01/13
0
1847110 638/G01 F 264,000.00 ZZ
180 263,120.88 1
12 OWINGS STONE ROAD 6.375 2,281.62 80
6.125 2,281.62 330,000.00
BARRINGTON RI 02806 2 10/28/98 00
0431121474 05 12/01/98 0
08804782 O 11/01/13
0
1
1847111 560/560 F 278,000.00 ZZ
180 273,703.26 1
10272 COLBY AVE 7.375 2,557.39 44
7.125 2,557.39 635,000.00
CUPERTINO CA 95014 5 06/12/98 00
494741606 05 08/01/98 0
494741606 O 07/01/13
0
1847113 560/560 F 300,000.00 ZZ
180 294,089.34 1
590 TANGLEWOOD COURT 7.125 2,717.50 75
6.875 2,717.50 402,500.00
SILVERTHORNE CO 80498 5 05/21/98 00
494918808 05 07/01/98 0
494918808 O 06/01/13
0
1847114 560/560 F 469,000.00 ZZ
180 409,789.75 1
5205 IVYFARM ROAD 7.125 4,248.35 54
6.875 4,248.35 875,000.00
CINCINNATI OH 45243 2 05/26/98 00
494919103 05 07/01/98 0
494919103 O 06/01/13
0
1847116 560/560 F 310,000.00 ZZ
180 305,157.03 1
13015 EAST CAPE HORN DRIVE 7.250 2,829.88 55
7.000 2,829.88 570,000.00
TUCSON AZ 85749 2 06/12/98 00
494971708 03 08/01/98 0
494971708 O 07/01/13
0
1847117 560/560 F 266,700.00 ZZ
180 262,488.65 1
111 HARBOR HIDEAWAY 7.125 2,415.86 78
6.875 2,415.86 345,000.00
FRISCO TX 75034 2 06/22/98 00
495005209 05 08/01/98 0
495005209 O 07/01/13
0
1847123 560/560 F 265,000.00 ZZ
180 260,725.35 1
14136 WOODHOLLOW LANE 6.875 2,363.42 79
6.625 2,363.42 338,000.00
1
POWAY CA 92064 2 06/15/98 00
495407702 05 08/01/98 0
495407702 O 07/01/13
0
1847124 560/560 F 293,000.00 ZZ
180 289,269.90 1
20229 CHURCH LAKE DRIVE 7.000 2,633.57 69
6.750 2,633.57 430,000.00
BONNEY LAKE WA 98390 2 07/01/98 00
495466401 05 09/01/98 0
495466401 O 08/01/13
0
1847125 560/560 F 285,000.00 ZZ
180 280,499.71 1
492 FORDHAM PL 7.125 2,581.62 76
6.875 2,581.62 375,000.00
PARAMUS NJ 07652 2 06/12/98 00
495528507 05 08/01/98 0
495528507 O 07/01/13
0
1847127 560/560 F 397,500.00 ZZ
180 391,223.29 1
7979 FARRANT 7.125 3,600.68 75
6.875 3,600.68 530,000.00
COMMERCE TWP MI 48382 2 06/19/98 00
495686008 05 08/01/98 0
495686008 O 07/01/13
0
1847128 560/560 F 360,300.00 ZZ
180 353,231.39 1
27510 MORRO DRIVE 6.750 3,188.33 78
6.500 3,188.33 465,000.00
MISSION VIEJO CA 92692 2 05/22/98 00
495705501 03 07/01/98 0
495705501 O 06/01/13
0
1847130 560/560 F 278,000.00 ZZ
180 274,498.59 1
17027 GLEDHILL STREET 7.125 2,518.22 80
6.875 2,518.22 350,000.00
LOS ANGELES CA 91325 2 07/14/98 00
495767105 05 09/01/98 0
495767105 O 08/01/13
0
1
1847131 560/560 F 350,000.00 ZZ
180 343,557.78 1
2142 RUDOLPH 7.500 3,244.55 50
7.250 3,244.55 700,000.00
LAKE HAVASU CIT AZ 86406 1 05/27/98 00
495773806 05 07/01/98 0
495773806 O 06/01/13
0
1847132 560/560 F 326,650.00 ZZ
180 321,324.65 1
1637 ELDERBERRY COURT 6.750 2,890.56 80
6.500 2,890.56 408,335.00
ONTARIO CA 91762 1 06/22/98 00
495826604 05 08/01/98 0
495826604 O 07/01/13
0
1847133 560/560 F 283,000.00 ZZ
180 279,473.72 1
8215 CALAVERAS STREET 7.250 2,583.41 89
7.000 2,583.41 320,000.00
VENTURA CA 93004 2 07/28/98 04
495864902 05 09/01/98 25
495864902 O 08/01/13
0
1847134 560/560 F 257,000.00 ZZ
180 253,763.11 1
19349 NORTHAMPTON DRIVE 7.125 2,327.99 32
6.875 2,327.99 816,000.00
SARATOGA CA 95070 5 07/13/98 00
495883605 05 09/01/98 0
495883605 O 08/01/13
0
1847135 560/560 F 254,600.00 ZZ
180 249,657.54 1
1621 188TH STREET NE 6.875 2,270.67 66
6.625 2,270.67 390,000.00
ARLINGTON WA 98223 2 06/08/98 00
495922106 05 07/01/98 0
495922106 O 06/01/13
0
1847136 560/560 F 339,000.00 ZZ
180 333,531.69 1
1
10 STACEY LANE 6.875 3,023.39 65
6.625 3,023.39 525,000.00
WOOD CLIFF LAKE NJ 07675 2 06/25/98 00
495979502 05 08/01/98 0
495979502 O 07/01/13
0
1847138 560/560 F 70,000.00 ZZ
180 69,164.68 1
424 LESTER STREET 7.750 658.90 39
7.500 658.90 180,000.00
LEONIA NJ 07605 2 07/01/98 00
496007501 05 09/01/98 0
496007501 O 08/01/13
0
1847139 560/560 F 310,300.00 ZZ
180 305,400.19 1
347 SOUTH UNION STREET 7.125 2,810.80 76
6.875 2,810.80 412,000.00
BURLINGTON VT 05401 2 06/19/98 00
496092602 05 08/01/98 0
496092602 O 07/01/13
0
1847140 560/560 F 336,000.00 ZZ
180 330,806.81 1
21 OLD BAY ROAD 7.375 3,090.95 80
7.125 3,090.95 420,000.00
NEW CASTLE NH 03854 1 06/23/98 00
496144205 03 08/01/98 0
496144205 O 07/01/13
0
1847142 560/560 F 540,000.00 ZZ
180 531,381.64 1
3996 PACIFIC COAST HIGHWAY 7.000 4,853.68 36
6.750 4,853.68 1,500,000.00
VENTURA CA 93001 2 06/23/98 00
496232406 05 08/01/98 0
496232406 O 07/01/13
0
1847143 560/560 F 275,000.00 ZZ
120 267,016.16 1
SW CORNER 12TH & CAMINO REAL 7.125 3,210.73 30
6.875 3,210.73 930,000.00
CARMEL CA 93921 5 06/25/98 00
496319807 05 08/01/98 0
1
496319807 O 07/01/08
0
1847144 560/560 F 345,000.00 ZZ
180 339,610.25 1
36868 TREE HAUS DRIVE 7.250 3,149.38 75
7.000 3,149.38 460,000.00
STEAMBOAT SPRIN CO 80477 5 06/12/98 00
496328808 05 08/01/98 0
496328808 O 07/01/13
0
1847145 560/560 F 400,000.00 ZZ
180 390,846.12 1
5228 E OTERO CIRCLE 7.500 3,708.05 67
7.250 3,708.05 600,000.00
LITTLETON CO 80122 5 06/25/98 00
496334608 03 08/01/98 0
496334608 O 07/01/13
0
1847146 560/560 F 250,000.00 ZZ
180 246,729.46 1
1520 SPRUCE ST 7.625 2,335.33 65
7.375 2,335.33 390,000.00
BERKELEY CA 94709 2 07/08/98 00
496390808 05 09/01/98 0
496390808 O 08/01/13
0
1847147 560/560 F 232,000.00 ZZ
180 228,414.21 1
17915 WINDTOP LANE 7.375 2,134.23 80
7.125 2,134.23 290,000.00
DALLAS TX 75287 1 06/25/98 00
496453408 05 08/01/98 0
496453408 O 07/01/13
0
1847148 560/560 F 287,700.00 ZZ
180 282,906.17 1
940 BAYVIEW AVENUE 7.250 2,626.31 47
7.000 2,626.31 625,000.00
PACIFIC GROVE CA 93950 2 06/29/98 00
496455007 05 08/01/98 0
496455007 O 07/01/13
0
1
1847149 560/560 F 927,500.00 ZZ
180 918,764.66 1
865 FOX LANE 7.125 8,401.59 70
6.875 8,401.59 1,325,000.00
STEAMBOAT SPRIN CO 80487 1 08/11/98 00
496467101 05 10/01/98 0
496467101 O 09/01/13
0
1847152 560/560 F 209,000.00 ZZ
180 205,324.49 1
5621 SCENIC RIDGE 7.375 1,922.64 95
7.125 1,922.64 220,000.00
OLD HICKORY TN 37138 2 06/25/98 04
496614009 05 08/01/98 30
496614009 O 07/01/13
0
1847158 560/560 F 279,000.00 ZZ
180 274,547.16 1
2 HESSIAN BLVD. 7.000 2,507.74 66
6.750 2,507.74 425,000.00
READING PA 19607 2 07/01/98 00
496894304 05 08/01/98 0
496894304 O 07/01/13
0
1847160 560/560 F 300,000.00 ZZ
180 291,496.78 1
3 JUAREZ 6.875 2,675.57 77
6.625 2,675.57 390,000.00
LAKE OSWEGO OR 97035 2 07/20/98 00
496903600 03 09/01/98 0
496903600 O 08/01/13
0
1847162 560/560 F 294,000.00 ZZ
180 289,197.77 1
121 VICTORIA PL 7.125 2,663.15 68
6.875 2,663.15 435,000.00
FORT LEE NJ 07024 2 06/29/98 00
496949009 01 08/01/98 0
496949009 O 07/01/13
0
1847163 560/560 F 550,000.00 ZZ
180 533,034.83 1
230 NATHORST AVENUE 7.375 5,059.58 28
7.125 5,059.58 2,025,000.00
1
PORTOLA VALLEY CA 94028 2 08/06/98 00
496951807 05 09/01/98 0
496951807 O 08/01/13
0
1847165 560/560 F 375,000.00 ZZ
180 370,174.64 1
2344 COUNTRY RIDGE DRIVE 6.875 3,344.46 75
6.625 3,344.46 500,000.00
BIRMINGHAM AL 35243 5 07/27/98 00
496991902 05 09/01/98 0
496991902 O 08/01/13
0
1847169 560/560 F 244,000.00 ZZ
180 240,352.97 1
26141 VIA MAREJADA 6.500 2,125.51 61
6.250 2,125.51 401,000.00
MISSION VIEJO CA 92691 2 07/17/98 00
497335901 05 09/01/98 0
497335901 O 08/01/13
0
1847172 560/560 F 360,550.00 ZZ
120 352,202.32 1
4221 MARGATE LANE 6.875 4,163.11 61
6.625 4,163.11 600,000.00
BLOOMFIELD HILL MI 48302 2 08/05/98 00
497576900 05 10/01/98 0
497576900 O 09/01/08
0
1847173 560/560 F 570,000.00 ZZ
180 566,274.35 1
718-26 ST GEORGE'S ROAD 6.625 5,004.57 75
6.375 5,004.57 770,000.00
PHILADELPHIA PA 19119 1 09/10/98 00
497670307 05 11/01/98 0
497670307 O 10/01/13
0
1847174 560/560 F 356,850.00 ZZ
180 350,858.36 1
1900 ALASKAN WAY 507 7.000 3,207.47 77
6.750 3,207.47 465,000.00
SEATTLE WA 98101 2 08/05/98 00
497701508 01 09/01/98 0
497701508 O 08/01/13
0
1
1847178 560/560 F 266,000.00 ZZ
180 263,319.61 1
34401 SE 6TH STREET 6.750 2,353.86 71
6.500 2,353.86 375,000.00
WASHOUGAL WA 98671 2 07/31/98 00
497767608 05 10/01/98 0
497767608 O 09/01/13
0
1847179 560/560 F 384,000.00 ZZ
180 379,163.54 1
628 MARLIN COURT 7.125 3,478.40 80
6.875 3,478.40 480,000.00
REDWOOD CITY CA 94065 2 08/04/98 00
497797803 03 09/01/98 0
497797803 O 08/01/13
0
1847180 560/560 F 285,000.00 ZZ
180 283,096.77 1
25 LA SALLE AVENUE 7.125 2,581.62 24
6.875 2,581.62 1,200,000.00
PIEDMONT CA 94611 2 09/17/98 00
497821603 05 11/01/98 0
497821603 O 10/01/13
0
1847182 560/560 F 300,000.00 T
180 297,143.96 1
3305 CAMBRIDGE COURT 7.000 2,696.48 80
6.750 2,696.48 375,000.00
COLLEYVILLE TX 76034 1 08/14/98 00
498074707 05 10/01/98 0
498074707 O 09/01/13
0
1847183 560/560 F 325,000.00 T
180 321,971.94 1
9917 CLUB PLACE LANE 7.250 2,966.81 70
7.000 2,966.81 465,000.00
CARMEL CA 93923 2 08/10/98 00
498088608 01 10/01/98 0
498088608 O 09/01/13
0
1847184 560/560 F 313,000.00 T
180 309,987.97 1
1
17 MAGEE AVE 6.875 2,791.51 80
6.625 2,791.51 395,000.00
LAVALETTE NJ 08735 2 08/28/98 04
498240001 05 10/01/98 17
498240001 O 09/01/13
0
1847185 560/560 F 526,500.00 ZZ
180 521,487.60 1
11808 STEWARTON DR 7.000 4,732.34 65
6.750 4,732.34 810,000.00
NORTHRIDGE CA 91326 2 08/20/98 00
498262302 05 10/01/98 0
498262302 O 09/01/13
0
1847186 560/560 F 363,000.00 ZZ
180 359,581.21 1
1720 DEER RUN RD 7.125 3,288.17 69
6.875 3,288.17 530,000.00
BETHLEHEM PA 18015 2 08/26/98 00
498277102 05 10/01/98 0
498277102 O 09/01/13
0
1847187 560/560 F 236,200.00 ZZ
120 232,026.04 1
7878 BERMUDA DUNES DRIVE 6.750 2,712.15 50
6.500 2,712.15 475,000.00
LAS VEGAS NV 89113 2 08/20/98 00
498281500 05 10/01/98 0
498281500 O 09/01/08
0
1847188 560/560 F 399,600.00 ZZ
180 394,291.26 1
651 E CANYON CREST ROAD 6.500 3,480.95 80
6.250 3,480.95 499,500.00
SAN RAMON CA 94583 1 07/28/98 00
498295401 03 09/01/98 0
498295401 O 08/01/13
0
1847191 638/G01 F 262,000.00 ZZ
180 262,000.00 1
1490 EAST JUANA AVENUE 7.125 2,373.28 75
6.875 2,373.28 350,000.00
SAN LEANDRO CA 94577 2 10/29/98 00
0431121458 05 01/01/99 0
1
08788109 O 12/01/13
0
1847192 560/560 F 330,000.00 ZZ
180 326,790.14 1
17540 PALORA ST 6.750 2,920.21 59
6.500 2,920.21 560,000.00
LOS ANGELES CA 91316 2 08/13/98 00
498371202 05 10/01/98 0
498371202 O 09/01/13
0
1847193 560/560 F 404,000.00 ZZ
180 400,011.00 1
730 KRAFFEL LANE 7.125 3,659.56 60
6.875 3,659.56 682,000.00
ST LOUIS MO 63017 2 08/07/98 00
498384106 03 10/01/98 0
498384106 O 09/01/13
0
1847194 560/560 F 277,000.00 ZZ
180 275,228.02 1
1157 N DATE PALM DRIVE 6.875 2,470.44 63
6.625 2,470.44 440,000.00
GILBERT AZ 85234 2 09/25/98 00
498395805 03 11/01/98 0
498395805 O 10/01/13
0
1847196 560/560 F 250,000.00 ZZ
180 250,000.00 1
10 DARO COURT 7.125 2,264.58 43
6.875 2,264.58 585,000.00
MONTVILLE NJ 07045 2 11/06/98 00
498400001 05 01/01/99 0
498400001 O 12/01/13
0
1847198 560/560 F 300,000.00 ZZ
180 296,031.10 1
48 CARDINAL RIDGE ROAD 7.125 2,717.50 67
6.875 2,717.50 448,000.00
MEDFORD NJ 08055 2 08/20/98 00
498404102 05 10/01/98 0
498404102 O 09/01/13
0
1
1847199 560/560 F 339,520.00 ZZ
180 335,151.18 1
9756 OLD WARSON ROAD 6.875 3,028.03 28
6.625 3,028.03 1,250,000.00
ST LOUIS MO 63124 5 07/30/98 00
498409705 05 09/01/98 0
498409705 O 08/01/13
0
1847200 560/560 F 519,000.00 ZZ
180 514,059.03 1
2612 YELLOWOOD RD 7.000 4,664.92 79
6.750 4,664.92 665,000.00
WESTLAKE VILLAG CA 91361 2 08/11/98 00
498416205 03 10/01/98 0
498416205 O 09/01/13
0
1847202 560/560 F 250,000.00 ZZ
180 246,817.29 1
1617 INDIAN CIRCLE LOT 522 7.000 2,247.08 90
6.750 2,247.08 277,793.00
FRANKLIN TN 37064 1 08/07/98 04
498442805 05 09/01/98 25
498442805 O 08/01/13
0
1847204 560/560 F 247,500.00 ZZ
180 245,218.86 1
1314 10TH AVENUE 7.375 2,276.82 57
7.125 2,276.82 441,000.00
SAN FRANCISCO CA 94122 2 08/21/98 00
498514108 05 10/01/98 0
498514108 O 09/01/13
0
1847205 560/560 F 254,000.00 ZZ
180 252,357.53 1
200 KNICKERBOCKER ROAD 6.750 2,247.68 79
6.500 2,247.68 325,000.00
TENAFLY NJ 07670 2 09/03/98 00
498521509 05 11/01/98 0
498521509 O 10/01/13
0
1847206 560/560 F 260,000.00 ZZ
180 257,551.26 1
50 DEVINE DRIVE 7.125 2,355.17 62
6.875 2,355.17 420,000.00
1
MAHWAH NJ 07430 5 08/25/98 00
498607902 05 10/01/98 0
498607902 O 09/01/13
0
1847207 560/560 F 310,000.00 ZZ
180 308,016.92 1
1230 CHESTERSHIRE BOULEVARD 6.875 2,764.75 75
6.625 2,764.75 415,000.00
POTTSTOWN PA 19464 5 09/14/98 00
498616606 03 11/01/98 0
498616606 O 10/01/13
0
1847208 560/560 F 300,000.00 ZZ
180 299,011.67 1
518 FAIRVIEW ROAD 6.500 2,613.33 55
6.250 2,613.33 551,000.00
NARBERTH PA 19072 5 10/16/98 00
498617307 05 12/01/98 0
498617307 O 11/01/13
0
1847209 560/560 F 1,000,000.00 ZZ
180 990,882.86 1
11466 FOOTHILL RD 7.500 9,270.13 39
7.250 9,270.13 2,600,000.00
SANTA PAULA CA 93060 2 08/12/98 00
498625201 05 10/01/98 0
498625201 O 09/01/13
0
1847210 560/560 F 320,000.00 ZZ
180 316,887.40 1
7414 20TH AVE. SE 6.750 2,831.72 76
6.500 2,831.72 425,000.00
OLYMPIA WA 98503 2 08/20/98 00
498672609 05 10/01/98 0
498672609 O 09/01/13
0
1847211 560/560 F 315,000.00 ZZ
180 311,053.04 1
541 WIMBLETON 7.250 2,875.52 75
7.000 2,875.52 420,000.00
BIRMINGHAM MI 48009 5 08/21/98 00
498698703 05 10/01/98 0
498698703 O 09/01/13
0
1
1847212 560/560 F 240,000.00 ZZ
180 237,528.20 1
116 RIVERVIEW DRIVE 7.000 2,157.19 74
6.750 2,157.19 325,000.00
KALISPELL MT 59901 5 08/25/98 00
498857804 05 10/01/98 0
498857804 O 09/01/13
0
1847214 560/560 F 122,000.00 ZZ
180 121,623.38 1
13-4 STUART DRIVE 7.250 1,113.70 94
7.000 1,113.70 130,000.00
FREEHOLD NJ 07728 2 10/22/98 21
498924703 01 12/01/98 30
498924703 O 11/01/13
0
1847215 560/560 F 350,000.00 ZZ
180 346,595.60 1
8525 SE 140TH PLACE 6.750 3,097.19 73
6.500 3,097.19 485,000.00
PORTLAND OR 97236 2 08/26/98 00
498931609 05 10/01/98 0
498931609 O 09/01/13
0
1847216 560/560 F 300,000.00 ZZ
180 297,113.07 1
6301 HIGHWAY 16 6.875 2,675.57 75
6.625 2,675.57 400,000.00
MONTEVALLO AL 35115 5 08/26/98 00
498954908 05 10/01/98 0
498954908 O 09/01/13
0
1847218 560/560 F 256,200.00 ZZ
180 254,525.41 1
8678 FENWICK WAY 6.625 2,249.43 67
6.375 2,249.43 386,000.00
DUBLIN CA 94568 2 09/04/98 00
499050409 05 11/01/98 0
499050409 O 10/01/13
0
1847219 560/560 F 50,000.00 ZZ
180 49,534.12 1
1
10130 SW 102ND AVE 7.250 456.44 28
7.000 456.44 182,000.00
MIAMI FL 33176 5 08/27/98 00
499051209 05 10/01/98 0
499051209 O 09/01/13
0
1847220 560/560 F 115,700.00 ZZ
180 114,991.25 1
3613 ARCADIA CIRCLE 7.375 1,064.36 95
7.125 1,064.36 123,000.00
ANTIOCH TN 37013 2 09/04/98 04
499064707 05 11/01/98 30
499064707 O 10/01/13
0
1847221 560/560 F 440,000.00 ZZ
180 437,245.53 1
3219 N. GLEBE ROAD 7.125 3,985.66 72
6.875 3,985.66 618,000.00
ARLINGTON VA 22207 2 09/21/98 00
499269603 05 11/01/98 0
499269603 O 10/01/13
0
1847222 560/560 F 345,000.00 ZZ
180 342,840.24 1
22495 W RIVER ROAD 7.125 3,125.12 23
6.875 3,125.12 1,500,000.00
GROSSE ILE MI 48138 2 10/01/98 00
499358406 05 11/01/98 0
499358406 O 10/01/13
0
1847227 560/560 F 541,000.00 ZZ
180 536,808.50 1
7401 WINDY HILL CT 7.125 4,900.55 68
6.875 4,900.55 800,000.00
MC LEAN VA 22102 2 09/22/98 00
499599306 05 11/01/98 0
499599306 O 10/01/13
0
1847230 560/560 F 342,000.00 ZZ
180 339,740.52 1
865 WINDSOR COURT 6.500 2,979.19 70
6.250 2,979.19 490,000.00
SANTA BARBARA CA 93111 5 09/18/98 00
499851202 05 11/01/98 0
1
499851202 O 10/01/13
0
1847233 560/560 F 900,000.00 ZZ
180 894,117.41 1
99 WINDING WAY 6.625 7,901.95 45
6.375 7,901.95 2,030,000.00
ROSS CA 94957 5 09/22/98 00
499922409 05 11/01/98 0
499922409 O 10/01/13
0
1847371 G52/G01 F 275,250.00 ZZ
180 275,250.00 1
14046 S LINDSAY ROAD 6.625 2,416.68 56
6.375 2,416.68 492,000.00
GILBERT AZ 85296 2 11/23/98 00
0431121920 05 01/01/99 0
98503194 O 12/01/13
0
1847396 813/813 F 266,000.00 ZZ
180 266,000.00 1
98-1751 KUPUKUPU STREET 6.625 2,335.47 75
6.375 2,335.47 355,000.00
AIEA HI 96701 2 11/20/98 00
8100016386 05 01/01/99 0
8100016386 O 12/01/13
0
1847632 K08/G01 F 82,800.00 ZZ
180 82,800.00 1
590 CENTRAL DRIVE 7.625 773.46 94
7.375 773.46 89,000.00
CONCORD NC 28027 2 11/16/98 10
0411131618 05 01/01/99 25
411131618 O 12/01/13
0
1848185 966/G01 F 378,000.00 ZZ
180 378,000.00 1
606 CUMBERLANDROAD 7.250 3,450.62 78
7.000 3,450.62 485,000.00
TYLER TX 75703 2 11/10/98 00
0431122845 05 01/01/99 0
30008581 O 12/01/13
0
1
1848204 074/074 F 967,900.00 ZZ
180 963,142.79 1
7 BLUEBELL ROAD 6.500 8,431.45 65
6.250 8,431.45 1,500,000.00
COLTS NECK NJ 07722 2 10/26/98 00
1101252182 05 12/01/98 0
1101252182 O 11/01/13
0
1848205 074/074 F 260,000.00 ZZ
180 254,952.71 1
800 WEST END AVENUE 9D 6.875 2,318.83 39
6.625 2,318.83 675,000.00
NEW YORK NY 10025 2 05/08/98 00
1106143504 13 07/01/98 0
1106143504 O 06/01/13
0
1848207 074/074 F 360,000.00 ZZ
180 358,912.75 1
501 EAST 79TH STREET 15E 7.500 3,337.25 50
7.250 3,337.25 725,000.00
NEW YORK NY 10021 5 10/26/98 00
1106175872 13 12/01/98 0
1106175872 O 11/01/13
0
1848210 074/074 F 150,000.00 ZZ
180 149,521.59 1
83 SOUTH WINDSOR AVENUE 6.875 1,337.79 51
6.625 1,337.79 295,000.00
BRIGHTWATERS NY 11718 5 10/21/98 00
1106186755 05 12/01/98 0
1106186755 O 11/01/13
0
1848212 074/074 F 325,000.00 ZZ
180 249,776.42 1
545 WEST END AVENUE 7.375 2,989.76 57
APT 3B & 3G 7.125 2,989.76 575,000.00
NEW YORK NY 10024 5 07/24/98 00
1111200425 12 09/01/98 0
1111200425 O 08/01/13
0
1848213 074/074 F 220,000.00 ZZ
180 218,592.66 1
235 WEST 70TH STREET 6.875 1,962.08 74
APTS 1E/2EQ 6.625 1,962.08 300,000.00
1
NEW YORK NY 10023 5 09/28/98 00
1111215262 11 11/01/98 0
1111215262 O 10/01/13
0
1848214 074/074 F 250,000.00 ZZ
180 249,202.65 1
475 W 22ND STREET APT 4E 6.875 2,229.64 68
6.625 2,229.64 370,000.00
NEW YORK NY 10011 5 10/22/98 00
1111217803 12 12/01/98 0
1111217803 O 11/01/13
0
1848216 074/074 F 135,000.00 ZZ
180 135,000.00 1
45 GRACE COURT APT 6D/E 7.125 1,222.88 69
6.875 1,222.88 198,000.00
BROOKLYN NY 11201 5 10/28/98 00
1111233049 12 01/01/99 0
1111233049 O 12/01/13
0
1848217 074/074 F 133,900.00 ZZ
180 133,463.60 1
6 BRADNER DRIVE 6.625 1,175.64 65
6.375 1,175.64 206,000.00
WARWICK NY 10990 5 10/26/98 00
1111240543 05 12/01/98 0
1111240543 O 11/01/13
0
1848221 074/074 F 488,000.00 ZZ
180 488,000.00 1
500 CLERMONT PARKWAY 6.625 4,284.61 80
6.375 4,284.61 610,000.00
DENVER CO 80220 5 11/06/98 00
1461155237 05 01/01/99 0
1461155237 O 12/01/13
0
1848223 074/074 F 252,000.00 ZZ
180 250,300.07 1
7626 JACKSON STREET 6.750 2,229.97 80
6.500 2,229.97 315,000.00
VENTURA CA 93003 5 09/23/98 00
1484020361 05 11/01/98 0
1484020361 O 10/01/13
0
1
1848225 074/074 F 135,000.00 ZZ
180 134,583.27 1
6 DOGWOOD COURT 7.250 1,232.36 41
7.000 1,232.36 335,000.00
MANALAPAN NJ 07726 2 10/02/98 00
1500639763 05 12/01/98 0
1500639763 O 11/01/13
0
1848228 074/074 F 460,000.00 ZZ
180 458,532.89 1
610 WINTHROP ROAD 6.875 4,102.53 70
6.625 4,102.53 665,000.00
TEANECK NJ 07666 2 10/10/98 00
1500690760 05 12/01/98 0
1500690760 O 11/01/13
0
1848230 074/074 F 305,000.00 ZZ
180 303,995.20 1
2120 DURANGO COURT 6.500 2,656.88 77
6.250 2,656.88 400,000.00
LA VERNE CA 91750 5 10/12/98 00
1506507572 05 12/01/98 0
1506507572 O 11/01/13
0
1848234 074/074 F 340,000.00 ZZ
180 338,879.90 1
19355 WINGED FOOT CIRCLE 6.500 2,961.77 80
(NORTHRIDGE AREA) 6.250 2,961.77 425,000.00
LOS ANGELES CA 91326 5 11/19/98 00
1506764917 05 12/01/98 0
1506764917 O 11/01/13
0
1848236 074/074 F 271,000.00 ZZ
180 264,844.72 1
1106 GREENBRIAR LANE 6.875 2,416.93 75
6.625 2,416.93 365,000.00
ARLINGTON TX 76013 2 05/22/98 00
1507421949 05 06/01/98 0
1507421949 O 05/01/13
0
1848244 074/074 F 260,000.00 ZZ
180 259,188.59 1
1
2800 NE 40TH COURT 7.125 2,355.16 79
6.875 2,355.16 330,000.00
FORT LAUDERDALE FL 33308 5 10/02/98 00
1511637919 05 12/01/98 0
1511637919 O 11/01/13
0
1848247 074/074 F 448,000.00 ZZ
180 442,477.65 1
7503 44TH AVENUE SOUTHWEST 7.375 4,121.26 80
7.125 4,121.26 560,000.00
SEATTLE WA 98136 5 07/14/98 00
1512603854 05 09/01/98 0
1512603854 O 08/01/13
0
1848248 074/074 F 450,000.00 ZZ
180 448,564.78 1
5050 W 87TH STREET 6.875 4,013.34 72
6.625 4,013.34 625,000.00
PRAIRIE VILLAGE KS 66208 5 11/03/98 00
1512637197 05 12/01/98 0
1512637197 O 11/01/13
0
1848251 074/074 F 291,250.00 ZZ
180 289,366.68 1
8118 ROYAL CREST COURT 6.750 2,577.30 30
6.500 2,577.30 975,000.00
SPRING TX 77379 2 09/25/98 00
1532024769 03 11/01/98 0
1532024769 O 10/01/13
0
1848258 074/074 F 416,000.00 ZZ
180 414,629.52 1
9900 SE 40TH ST 6.500 3,623.81 80
6.250 3,623.81 520,000.00
MERCER ISLAND WA 98040 5 10/22/98 00
1565220605 05 12/01/98 0
1565220605 O 11/01/13
0
1848259 074/074 F 400,000.00 ZZ
180 398,738.01 1
6375 LAKEVIEW DR 7.000 3,595.32 47
6.750 3,595.32 860,000.00
BUFORD GA 30518 5 10/15/98 00
1566146665 05 12/01/98 0
1
1566146665 O 11/01/13
0
1848260 074/074 F 320,000.00 ZZ
180 318,968.28 1
3628 MATEO PRADO NW 6.750 2,831.72 80
6.500 2,831.72 400,000.00
ALBUQUERQUE NM 87107 2 10/20/98 00
1569227050 05 12/01/98 0
1569227050 O 11/01/13
0
1848261 074/074 F 416,500.00 T
180 415,142.58 1
3716 OLD SANTA FE TRL 6.625 3,656.85 70
6.375 3,656.85 595,000.00
SANTA FE NM 87501 1 10/14/98 00
1569228937 05 12/01/98 0
1569228937 O 11/01/13
0
1848263 074/074 F 424,000.00 ZZ
180 422,637.19 1
149 FOXGLOVE DR 6.875 3,781.47 80
6.625 3,781.47 530,000.00
STATESVILLE NC 28677 5 10/20/98 00
1577178583 05 12/01/98 0
1577178583 O 11/01/13
0
1848267 074/074 F 68,000.00 ZZ
180 68,000.00 1
315 STEPHENS ST 7.625 635.21 80
7.375 635.21 85,000.00
MULLINS SC 29574 5 11/06/98 00
1577185669 05 01/01/99 0
1577185669 O 12/01/13
0
1848277 074/074 F 120,000.00 ZZ
180 118,472.30 1
RT1 BOX 648 7.000 1,078.59 48
6.750 1,078.59 255,000.00
SHEPHERDSTOWN WV 25443 5 07/03/98 00
1587139996 05 09/01/98 0
1587139996 O 08/01/13
0
1
1848279 074/074 F 100,000.00 ZZ
180 99,670.56 1
107 44TH ST 6.500 871.11 80
6.250 871.11 125,000.00
BRIGANTINE NJ 08203 5 10/07/98 00
1587151991 05 12/01/98 0
1587151991 O 11/01/13
0
1848280 074/074 F 157,000.00 ZZ
180 156,218.22 1
1049 RIO LANE 7.375 1,444.28 32
7.125 1,444.28 500,000.00
SEVERNA PARK MD 21146 5 11/17/98 00
1587154821 05 12/01/98 0
1587154821 O 11/01/13
0
1848282 074/074 F 180,000.00 ZZ
180 179,432.10 1
21030 MIRACLE DR 7.000 1,617.90 54
6.750 1,617.90 336,000.00
GAITHERSBURG MD 20882 5 10/19/98 00
1587155890 05 12/01/98 0
1587155890 O 11/01/13
0
1848291 074/074 F 66,000.00 ZZ
180 65,794.03 1
6736 PANSY DR 7.125 597.85 58
6.875 597.85 115,000.00
MIRAMAR FL 33023 5 10/15/98 00
1589250440 05 12/01/98 0
1589250440 O 11/01/13
0
1848296 074/074 F 296,000.00 ZZ
180 294,085.95 1
155 N COBBLESTONE DRIVE 6.750 2,619.34 80
6.500 2,619.34 370,000.00
ORANGE CA 92869 5 09/17/98 00
1595116996 03 11/01/98 0
1595116996 O 10/01/13
0
1848301 074/074 F 324,000.00 ZZ
180 322,966.64 1
17251 CANDLEWOOD PKWY 6.875 2,889.61 80
6.625 2,889.61 405,000.00
1
EDEN PRAIRIE MN 55347 5 10/27/98 00
1664108769 05 12/01/98 0
1664108769 O 11/01/13
0
1848302 K08/G01 F 313,200.00 ZZ
180 313,200.00 1
5606 GRAND FLORAL BOULEVARD 7.250 2,859.09 75
7.000 2,859.09 417,728.00
HOUSTON TX 77041 1 11/24/98 00
0411158173 03 01/01/99 0
411158173 O 12/01/13
0
1848307 964/G01 F 447,000.00 ZZ
180 447,000.00 1
7 BAYWOOD AVENUE 6.875 3,986.59 54
6.625 3,986.59 835,000.00
ROSS CA 94957 5 11/18/98 00
0431123983 05 01/01/99 0
45543 O 12/01/13
0
1848313 286/286 F 169,900.00 ZZ
180 167,758.62 1
24 COTTONDALE RD 6.875 1,515.27 63
6.625 1,515.27 270,000.00
AUSTIN TX 78738 1 09/22/98 00
8731340 05 11/01/98 0
8731340 O 10/01/13
0
1848387 K08/G01 F 100,500.00 ZZ
180 100,500.00 1
21940 SONNY SIMEON ROAD 7.500 931.65 52
7.250 931.65 197,000.00
LIVINGSTON LA 70754 5 11/20/98 00
0411152176 05 01/01/99 0
411152176 O 12/01/13
0
1848406 765/G01 F 270,000.00 ZZ
180 270,000.00 1
10 ALMERIA 6.875 2,408.01 75
6.625 2,408.01 360,000.00
IRVINE CA 92614 1 11/20/98 00
0431121763 03 01/01/99 0
340179 O 12/01/13
0
1
1848473 074/074 F 650,000.00 ZZ
180 647,949.28 1
446 ROUTE 403 7.000 5,842.39 68
6.750 5,842.39 960,000.00
GARRISON NY 10524 1 10/30/98 00
1106183462 05 12/01/98 0
1106183462 O 11/01/13
0
1848528 638/G01 F 270,000.00 ZZ
180 270,000.00 1
3411 LAVENDER LANE 6.500 2,351.99 75
6.250 2,351.99 360,000.00
COSTA MESA CA 92626 5 11/16/98 00
0431123868 05 01/01/99 0
8811348 O 12/01/13
0
1848555 638/G01 F 285,000.00 ZZ
180 285,000.00 1
669 SOUTH PATHFINDER TRAIL 6.875 2,541.78 74
6.625 2,541.78 388,000.00
ANAHEIM CA 92807 2 11/06/98 00
0431126259 03 01/01/99 0
08816008 O 12/01/13
0
1848567 822/G01 F 293,000.00 ZZ
180 293,000.00 1
103 PERSHING BLVD 6.750 2,592.79 32
6.500 2,592.79 925,000.00
LAVALLETTE NJ 08735 2 11/06/98 00
0431123231 05 01/01/99 0
2306000075 O 12/01/13
0
1848895 638/G01 F 315,000.00 ZZ
180 315,000.00 1
11716 ANDASOL AVENUE 6.875 2,809.34 75
6.625 2,809.34 420,000.00
GRANADA HILLS A CA 91344 2 11/19/98 00
0431125004 05 01/01/99 0
08825326 O 12/01/13
0
1848896 638/G01 F 195,800.00 ZZ
180 195,800.00 1
1
3434 EAST CUMMINGS ROAD 6.875 1,746.25 77
6.625 1,746.25 256,000.00
SALT LAKE CITY UT 84109 2 11/23/98 00
0431124858 05 01/01/99 0
08823575 O 12/01/13
0
1848900 638/G01 F 240,000.00 ZZ
180 240,000.00 1
560 SOUTH WEYMOUTH COURT 6.875 2,140.45 63
6.625 2,140.45 385,000.00
ANAHEIM CA 92807 1 11/18/98 00
0431125145 03 01/01/99 0
08815217 O 12/01/13
0
1849132 926/G01 F 77,200.00 ZZ
180 75,887.11 1
814 WRISTON PLACE 6.250 661.93 52
6.000 661.93 150,000.00
CHARLLOTTE NC 28209 2 06/22/98 00
0431126614 05 08/01/98 0
161510544 O 07/01/13
0
1849466 K56/G01 F 385,000.00 ZZ
180 385,000.00 1
1908 WEST MUKILTEO BOULEVARD 6.750 3,406.90 80
6.500 3,406.90 485,000.00
EVERETT WA 98203 1 11/23/98 00
0431124551 05 01/01/99 0
1020026 O 12/01/13
0
1849606 637/G01 F 205,000.00 ZZ
180 205,000.00 1
1331 ROBERT COURT 6.625 1,799.89 61
6.375 1,799.89 340,000.00
BREA CA 92821 2 11/02/98 00
0431128388 03 01/01/99 0
4305264 O 12/01/13
0
1849753 K08/G01 F 84,700.00 ZZ
180 84,700.00 1
4732 LINCOLNSHIRE DRIVE 7.000 761.31 75
6.750 761.31 113,000.00
GRAND PRAIRIE TX 75052 2 11/23/98 00
0411162977 05 01/01/99 0
1
411162977 O 12/01/13
0
1849838 K08/G01 F 78,750.00 ZZ
180 78,750.00 1
33182 JUNIPER ROAD 6.750 696.87 69
6.500 696.87 114,197.00
SEMINOLE AL 36574 5 11/20/98 00
0411130164 05 01/01/99 0
411130164 O 12/01/13
0
1849894 822/G01 F 409,000.00 ZZ
180 409,000.00 1
4 MATZ DRIVE 6.500 3,562.83 75
6.250 3,562.83 550,000.00
SHILLINGTON PA 19607 2 11/05/98 00
0431128578 05 01/01/99 0
0126067368 O 12/01/13
0
1851525 638/G01 F 275,000.00 ZZ
180 275,000.00 1
4860 ALMONDWOOD WAY 7.250 2,510.37 58
7.000 2,510.37 475,000.00
SAN DIEGO CA 92130 2 11/23/98 00
0431127885 05 01/01/99 0
08811717 O 12/01/13
0
1851537 638/G01 F 88,000.00 ZZ
180 88,000.00 1
8416 AVOCET DRIVE 6.750 778.72 80
6.500 778.72 110,000.00
AUSTIN TX 78745 2 11/23/98 00
0431127935 05 01/01/99 0
08820062 O 12/01/13
0
1851553 560/560 F 337,500.00 ZZ
180 337,500.00 1
23639 126TH AVE SE 7.000 3,033.55 75
6.750 3,033.55 450,000.00
KENT WA 98031 2 11/13/98 00
161082805 05 01/01/99 0
161082805 O 12/01/13
0
1
1851583 560/560 F 420,000.00 ZZ
180 420,000.00 1
10 EASTBROOK ROAD 6.875 3,745.79 65
6.625 3,745.79 650,000.00
HARRINGTON PARK NJ 07640 2 12/18/98 00
163806003 05 01/01/99 0
163806003 O 12/01/13
0
1851586 560/560 F 377,600.00 ZZ
180 376,408.69 1
5422 SCHULMEYER ROAD 7.000 3,393.98 59
6.750 3,393.98 650,000.00
YREKA CA 96097 2 11/03/98 00
162399703 05 12/01/98 0
162399703 O 11/01/13
0
1851589 560/560 F 345,150.00 ZZ
180 345,150.00 1
285 NORTH HAVERHILL ROAD 7.000 3,102.31 76
6.750 3,102.31 460,000.00
KENSINGTON NH 03833 2 11/23/98 00
164314106 05 01/01/99 0
164314106 O 12/01/13
0
1851593 560/560 F 450,000.00 ZZ
180 442,455.38 1
5735 N CALLE MAYAPAN 7.000 4,044.73 66
6.750 4,044.73 690,000.00
TUCSON AZ 85718 2 07/24/98 00
493711501 05 09/01/98 0
493711501 O 08/01/13
0
1851716 077/077 F 355,875.00 ZZ
180 355,875.00 1
201 QUARRY RIDGE ROAD EAST 6.875 3,173.89 64
6.625 3,173.89 560,000.00
CHARLESTON WV 25304 2 11/24/98 00
0000 05 01/01/99 0
0000 O 12/01/13
0
2691841 696/G01 F 140,000.00 ZZ
180 139,567.82 1
7718 KILLEBREW DRIVE 7.250 1,278.01 80
7.000 1,278.01 175,000.00
1
ANNANDALE VA 22003 1 10/26/98 00
0431079524 05 12/01/98 0
2178260 O 11/01/13
0
2696756 696/G01 F 337,950.00 ZZ
180 337,950.00 1
3724 PROSPERITY AVENUE 6.500 2,943.91 80
6.250 2,943.91 422,455.00
FAIRFAX VA 22031 1 11/06/98 00
0431098466 05 01/01/99 0
2418057 O 12/01/13
0
2697051 696/G01 F 292,000.00 ZZ
180 291,068.71 1
415 WEST MONTGOMERY AVENUE 6.875 2,604.21 80
6.625 2,604.21 365,000.00
ROCKVILLE MD 20850 2 11/04/98 00
0431098383 05 12/01/98 0
3018265 O 11/01/13
0
2698384 286/286 F 290,000.00 ZZ
180 288,184.55 1
1411 WATERFORD GREEN WAY 7.125 2,626.92 58
6.875 2,626.92 500,000.00
MARIETTA GA 30068 2 10/02/98 00
0000967370 05 11/01/98 0
0000967370 O 10/01/13
0
2698385 286/286 F 282,000.00 ZZ
180 279,344.07 1
225 WILTSHIRE LN 7.125 2,554.45 80
6.875 2,554.45 355,000.00
SEVERNA PARK MD 21146 2 08/26/98 00
0000984873 05 10/01/98 0
0000984873 O 09/01/13
0
2698386 286/286 F 640,000.00 ZZ
180 635,949.87 1
8005 N BEACH DR 7.000 5,752.51 68
6.750 5,752.51 950,000.00
FOX POINT WI 53217 2 09/28/98 00
0000985608 05 11/01/98 0
0000985608 O 10/01/13
0
1
2698387 286/286 F 380,000.00 ZZ
180 377,542.79 1
2500 SHERWOOD AVE 6.750 3,362.66 80
6.500 3,362.66 475,000.00
CHARLOTTE NC 28207 1 09/15/98 00
0000986844 05 11/01/98 0
0000986844 O 10/01/13
0
2698388 286/286 F 441,300.00 ZZ
180 438,415.56 1
118 W TAYLOR ST 6.625 3,874.59 74
6.375 3,874.59 600,000.00
SAVANNAH GA 31401 2 09/30/98 00
0000986897 05 11/01/98 0
0000986897 O 10/01/13
0
2698390 286/286 F 350,000.00 ZZ
180 347,736.77 1
1804 GRIST STONE CT 6.750 3,097.19 67
6.500 3,097.19 526,793.00
ATLANTA GA 30307 1 09/30/98 00
0000987201 03 11/01/98 0
0000987201 O 10/01/13
0
2698391 286/286 F 345,000.00 ZZ
180 342,793.02 1
5000 OLD FEDERAL RD 6.875 3,076.90 68
6.625 3,076.90 510,000.00
LOUISVILLE KY 40223 2 09/28/98 00
0000987440 05 11/01/98 0
0000987440 O 10/01/13
0
2698392 286/286 F 195,000.00 ZZ
180 193,805.51 1
8069 E LARIAT W 7.375 1,793.86 57
7.125 1,793.86 348,000.00
SCOTTSDALE AZ 85255 2 09/30/98 00
0000987646 05 11/01/98 0
0000987646 O 10/01/13
0
2698393 286/286 F 308,720.00 ZZ
180 306,745.12 1
1
9242 HUNTERBORO DR 6.875 2,753.34 80
6.625 2,753.34 385,900.00
BRENTWOOD TN 37027 1 09/24/98 00
0000987778 05 11/01/98 0
0000987778 O 10/01/13
0
2698394 286/286 F 377,000.00 ZZ
180 374,614.24 1
551 S BRADEN CT 7.000 3,388.59 50
6.750 3,388.59 765,000.00
SUPERIOR CO 80027 2 09/30/98 00
0000987891 03 11/01/98 0
0000987891 O 10/01/13
0
2698395 286/286 F 640,000.00 ZZ
180 635,993.50 1
47 NOBSCOT RD 7.125 5,797.32 77
6.875 5,797.32 840,000.00
NEWTON MA 02459 2 09/28/98 00
0000988190 05 11/01/98 0
0000988190 O 10/01/13
0
2698396 286/286 F 285,000.00 ZZ
180 284,120.22 2
15-17 SURREY ST 7.250 2,601.66 70
7.000 2,601.66 410,000.00
CAMBRIDGE MA 02138 2 10/06/98 00
0000988556 05 12/01/98 0
0000988556 O 11/01/13
0
2698397 286/286 F 367,200.00 ZZ
180 364,549.29 1
1206 MONROE AVE 6.875 3,274.89 66
6.625 3,274.89 560,000.00
RIVER FOREST IL 60305 2 09/22/98 00
0000989049 05 11/01/98 0
0000989049 O 10/01/13
0
2698398 286/286 F 360,500.00 ZZ
180 358,184.61 1
1685 W INA RD 7.000 3,240.28 60
6.750 3,240.28 610,000.00
TUCSON AZ 85704 2 09/25/98 00
0000989896 05 11/01/98 0
1
0000989896 O 10/01/13
0
2698399 286/286 F 312,000.00 ZZ
180 310,994.08 1
BOX1735 6.750 2,760.92 80
6.500 2,760.92 394,000.00
GREENVILLE MS 38701 2 10/10/98 10
0000990420 05 12/01/98 12
0000990420 O 11/01/13
0
2698400 286/286 F 343,500.00 ZZ
180 341,326.22 1
997 VINE ST 7.000 3,087.48 62
6.750 3,087.48 560,000.00
WINNETKA IL 60093 2 09/28/98 00
0000990441 05 11/01/98 0
0000990441 O 10/01/13
0
2698401 286/286 F 500,000.00 ZZ
180 496,835.83 1
2040 VALLEY LO LN 7.000 4,494.15 64
6.750 4,494.15 790,000.00
GLENVIEW IL 60025 2 10/05/98 00
0000990910 03 11/01/98 0
0000990910 O 10/01/13
0
2698402 286/286 F 249,000.00 ZZ
180 247,458.05 1
1000 ROSEWOOD DR 7.250 2,273.03 74
7.000 2,273.03 340,000.00
WEST CHICAGO IL 60185 2 09/25/98 00
0000991839 05 11/01/98 0
0000991839 O 10/01/13
0
2698403 286/286 F 400,000.00 ZZ
180 398,738.01 1
99 KEARNEY ST 7.000 3,595.32 54
6.750 3,595.32 750,000.00
DENVER CO 80220 2 10/13/98 00
0000992483 05 12/01/98 0
0000992483 O 11/01/13
0
1
2698404 286/286 F 380,000.00 ZZ
180 378,774.84 1
6936 LAKEWOOD BLVD 6.750 3,362.66 59
6.500 3,362.66 645,000.00
DALLAS TX 75214 1 10/12/98 00
0000993024 05 12/01/98 0
0000993024 O 11/01/13
0
2698405 286/286 F 300,150.00 ZZ
180 297,171.78 1
2019 ECTOR CT 6.625 2,635.30 80
6.375 2,635.30 375,225.00
KENNESAW GA 30152 1 10/14/98 00
0000994812 03 12/01/98 0
0000994812 O 11/01/13
0
2698406 286/286 F 400,000.00 ZZ
180 392,663.23 1
131 W BROADWAY 6.625 3,511.98 64
6.375 3,511.98 630,000.00
GRANVILLE OH 43023 2 10/20/98 00
0000994983 05 12/01/98 0
0000994983 O 11/01/13
0
2698407 286/286 F 374,000.00 ZZ
180 372,781.09 1
5309 S FRANLIN CIR 6.625 3,283.70 57
6.375 3,283.70 660,000.00
GREENWOOD VILLA CO 80121 2 10/15/98 00
0000996198 05 12/01/98 0
0000996198 O 11/01/13
0
2698408 286/286 F 325,000.00 T
180 323,963.45 1
10 TAUTEMO WAY 6.875 2,898.53 66
6.625 2,898.53 495,000.00
NANTUCKET MA 02554 2 10/15/98 00
0008636855 05 12/01/98 0
0008636855 O 11/01/13
0
2698409 286/286 F 299,440.00 ZZ
180 295,586.93 1
871 POPLAR CREEK RD 6.875 2,670.57 80
6.625 2,670.57 374,300.00
1
OLIVER SPRINGS TN 37840 1 07/31/98 00
0008661434 05 09/01/98 0
0008661434 O 08/01/13
0
2698410 286/286 F 264,800.00 ZZ
180 263,124.26 1
3096 MAPLE CREEK DR 7.000 2,380.10 76
6.750 2,380.10 352,000.00
ZANESVILLE OH 43701 2 09/28/98 00
0008684449 05 11/01/98 0
0008684449 O 10/01/13
0
2698411 286/286 F 258,300.00 ZZ
180 256,629.73 1
10031 NW 56TH ST 6.750 2,285.73 90
6.500 2,285.73 287,000.00
CORAL SPRINGS FL 33076 1 09/18/98 11
0008744276 03 11/01/98 25
0008744276 O 10/01/13
0
2698412 286/286 F 527,900.00 ZZ
180 524,486.42 1
1700 JONES ST #5 6.750 4,671.44 71
6.500 4,671.44 746,000.00
SAN FRANCISCO CA 94109 2 09/23/98 00
0008781904 01 11/01/98 0
0008781904 O 10/01/13
0
2698413 286/286 F 255,000.00 ZZ
180 251,753.69 1
LOT 87, SHAWNEE BENDNOL 7.000 2,292.02 90
6.750 2,292.02 285,000.00
SUNRISE BEACH MO 65079 1 07/24/98 11
0008971816 03 09/01/98 25
0008971816 O 08/01/13
0
2698414 286/286 F 406,450.00 ZZ
180 403,849.91 1
3804 SOUTHWESTERN BLVD 6.875 3,624.95 63
6.625 3,624.95 654,000.00
UNIVERSITY PARK TX 75225 2 09/30/98 00
0008979334 05 11/01/98 0
0008979334 O 10/01/13
0
1
2698415 286/286 F 501,400.00 ZZ
180 498,122.73 1
140 WATERS ROAD 6.625 4,402.27 77
6.375 4,402.27 655,000.00
COWPENS SC 29330 2 09/30/98 00
0008999135 05 11/01/98 0
0008999135 O 10/01/13
0
2698416 286/286 F 445,000.00 ZZ
180 443,596.04 1
3979 REMSEN RD 7.000 3,999.79 60
6.750 3,999.79 750,000.00
MEDINA OH 44256 2 10/13/98 00
0009355472 05 12/01/98 0
0009355472 O 11/01/13
0
2698417 286/286 F 410,000.00 ZZ
180 407,461.04 1
710 TELEGRAPH RD 7.250 3,742.74 78
7.000 3,742.74 530,000.00
PERKASIE PA 18944 2 09/29/98 00
0009356458 05 11/01/98 0
0009356458 O 10/01/13
0
2698418 286/286 F 300,000.00 ZZ
180 298,101.50 1
146 HICKORY LN 7.000 2,696.49 80
6.750 2,696.49 375,000.00
LANCASTER OH 43130 1 09/30/98 00
0009358511 05 11/01/98 0
0009358511 O 10/01/13
0
2698419 286/286 F 240,000.00 ZZ
180 238,497.55 1
13185 RIVERWOODS TRAIL 7.125 2,174.00 75
6.875 2,174.00 320,000.00
GRAND LEDGE MI 48837 2 09/30/98 00
0009359634 05 11/01/98 0
0009359634 O 10/01/13
0
2698420 286/286 F 236,250.00 ZZ
180 235,496.51 1
1
1525 LEXINGTON RD 6.875 2,107.01 75
6.625 2,107.01 315,000.00
RICHMOND KY 40475 2 10/14/98 00
0009361012 05 12/01/98 0
0009361012 O 11/01/13
0
2698421 286/286 F 328,600.00 ZZ
180 327,540.56 1
400 GAY ST 6.750 2,907.82 30
6.500 2,907.82 1,125,000.00
WESTWOOD MA 02090 2 10/15/98 00
0009361479 05 12/01/98 0
0009361479 O 11/01/13
0
2698422 286/286 F 517,000.00 ZZ
180 513,656.90 1
227 RADNOR ST RD 6.750 4,574.99 79
6.500 4,574.99 660,000.00
WAYNE PA 19087 2 09/19/98 00
0009371751 05 11/01/98 0
0009371751 O 10/01/13
0
2698423 286/286 F 240,000.00 ZZ
180 238,448.07 1
4812 BUTTERWORTH PL. NW 6.750 2,123.79 80
6.500 2,123.79 300,000.00
WASHINGTON DC 20016 1 09/16/98 00
0009372784 05 11/01/98 0
0009372784 O 10/01/13
0
2698424 286/286 F 260,000.00 ZZ
180 259,179.71 1
1868 ROLLINGWOODS 7.000 2,336.96 58
6.750 2,336.96 450,000.00
TROY MI 48098 2 10/05/98 00
0009373216 05 12/01/98 0
0009373216 O 11/01/13
0
2698425 286/286 F 237,500.00 ZZ
180 236,750.70 1
2960 CHAUTAUQUA RD 7.000 2,134.72 82
6.750 2,134.72 290,000.00
CARBONDALE IL 62901 1 10/01/98 10
0009373822 05 12/01/98 19
1
0009373822 O 11/01/13
0
2698426 286/286 F 296,000.00 ZZ
180 294,126.81 1
46214 NORTHVALLEY DR 7.000 2,660.54 79
6.750 2,660.54 376,000.00
NORTHVILLE MI 48167 2 09/16/98 00
0009373847 05 11/01/98 0
0009373847 O 10/01/13
0
2698427 286/286 F 474,000.00 ZZ
180 472,536.77 1
16051 BAIRD DR 7.250 4,326.98 63
7.000 4,326.98 763,000.00
SPRING LAKE MI 49456 2 10/19/98 00
0009374318 05 12/01/98 0
0009374318 O 11/01/13
0
2698428 286/286 F 456,000.00 ZZ
180 454,529.81 1
24 FREDERICK 6.750 4,035.19 80
6.500 4,035.19 570,000.00
GLENDALE MO 63122 1 10/13/98 00
0009380661 05 12/01/98 0
0009380661 O 11/01/13
0
2698429 286/286 F 353,000.00 ZZ
180 351,874.15 1
5470 SHEFFIELD AVE 6.875 3,148.25 70
6.625 3,148.25 510,000.00
POWELL OH 43065 2 10/13/98 00
0009388477 05 12/01/98 0
0009388477 O 11/01/13
0
2698430 286/286 F 494,400.00 ZZ
180 492,823.17 1
11414 FIELDSTONE LN 6.875 4,409.33 80
6.625 4,409.33 618,000.00
RESTON VA 20191 2 10/19/98 00
0009396966 03 12/01/98 0
0009396966 O 11/01/13
0
1
2698431 286/286 F 250,000.00 ZZ
180 248,434.96 1
218 DEERVIEW CIR 7.125 2,264.58 80
6.875 2,264.58 312,500.00
PRESCOTT AZ 86303 1 09/21/98 00
0009462165 05 11/01/98 0
0009462165 O 10/01/13
0
2698432 286/286 F 298,000.00 ZZ
180 289,185.50 1
1685 MEADOW LANE 6.875 2,657.73 60
6.625 2,657.73 503,000.00
BANNOCKBURN IL 60015 2 10/19/98 00
0009463244 05 12/01/98 0
0009463244 O 11/01/13
0
2699062 G75/G75 F 268,000.00 T
180 267,163.62 1
27 FLEETON POINT CIRCLE 7.125 2,427.63 80
6.875 2,427.63 335,000.00
REEDVILLE VA 22539 1 10/09/98 00
03629740 05 12/01/98 0
03629740 O 11/01/13
0
2699063 G75/G75 F 635,400.00 ZZ
180 633,395.34 1
1 DARTFORD LANE 7.000 5,711.16 64
6.750 5,711.16 1,000,000.00
SAN ANTONIO TX 78257 2 10/09/98 00
03646099 03 12/01/98 0
03646099 O 11/01/13
0
2699064 G75/G75 F 390,000.00 ZZ
180 388,715.18 1
1242 KEIM COURT 6.500 3,397.32 82
6.250 3,397.32 477,200.00
GENEVA IL 60134 1 10/30/98 14
03648423 05 12/01/98 22
03648423 O 11/01/13
0
2699065 G75/G75 F 352,000.00 ZZ
180 350,865.11 1
13910 SHELTER MANOR DRIVE 6.750 3,114.89 80
6.500 3,114.89 440,000.00
1
HAYMARKET VA 20169 2 10/13/98 00
03655478 03 12/01/98 0
03655478 O 11/01/13
0
2699066 G75/G75 F 545,800.00 ZZ
180 544,040.29 1
1926 RUXTON ROAD 6.750 4,829.84 70
6.500 4,829.84 785,669.00
TOWSON MD 21204 5 10/26/98 00
03657167 05 12/01/98 0
03657167 O 11/01/13
0
2699067 G75/G75 F 337,500.00 ZZ
180 336,388.14 1
8750 KIRKRIDGE LANE 6.500 2,939.99 75
6.250 2,939.99 450,000.00
LAFAYETTE IN 47905 5 10/23/98 00
03662586 05 12/01/98 0
03662586 O 11/01/13
0
2699068 G75/G75 F 537,700.00 ZZ
180 535,928.59 1
53 BOONE TRAIL 6.500 4,683.95 70
6.250 4,683.95 769,400.00
SEVERNA PARK MD 21146 2 10/14/98 00
03664364 05 12/01/98 0
03664364 O 11/01/13
0
2699069 G75/G75 F 320,000.00 ZZ
180 318,990.41 1
1215 CHADSWORTH CT 7.000 2,876.26 38
6.750 2,876.26 850,000.00
MCLEAN VA 22102 5 10/16/98 00
03666231 05 12/01/98 0
03666231 O 11/01/13
0
2699070 G75/G75 F 277,000.00 ZZ
180 276,087.45 1
17717 DRY MILL ROAD 6.500 2,412.97 56
6.250 2,412.97 500,000.00
LEESBURG VA 20175 2 10/19/98 00
03669124 05 12/01/98 0
03669124 O 11/01/13
0
1
2699071 G75/G75 F 319,000.00 ZZ
180 317,949.08 1
5289 JAMES LANDING ROAD 6.500 2,778.84 64
6.250 2,778.84 500,000.00
SALISBURY MD 21801 2 10/26/98 00
03652725 05 12/01/98 0
03652725 O 11/01/13
0
2699072 G75/G75 F 411,100.00 ZZ
120 408,625.31 1
2108 LAKE RIDGE WAY 6.250 4,615.84 75
6.000 4,615.84 552,600.00
FRANKLIN TN 37064 2 10/21/98 00
03665405 03 12/01/98 0
03665405 O 11/01/08
0
2699073 G75/G75 F 373,100.00 ZZ
180 373,100.00 1
10400 DERBY DRIVE 6.750 3,301.60 88
6.500 3,301.60 425,000.00
LAUREL MD 20723 2 11/02/98 14
03684138 03 01/01/99 25
03684138 O 12/01/13
0
2699074 G75/G75 F 268,500.00 ZZ
180 268,500.00 1
10215 GAINSBOROUGH 6.500 2,338.93 71
6.250 2,338.93 380,000.00
POTOMAC MD 20854 2 11/06/98 00
03678438 09 01/01/99 0
03678438 O 12/01/13
0
1
TOTAL NUMBER OF LOANS : 942
TOTAL ORIGINAL BALANCE : 308,644,554.00
TOTAL PRINCIPAL BALANCE : 306,619,397.02
TOTAL ORIGINAL P+I : 2,771,667.44
TOTAL CURRENT P+I : 2,771,667.44
***************************
* END OF REPORT *
***************************
1
RUN ON : 12/22/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.56.28 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RFMSI I 1998-S29 CUTOFF : 12/01/98
POOL : 0004343
:
:
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
----------------------------------------------------------
1736039 .2500
447,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1737394 .2500
639,953.72 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
1741807 .2500
229,157.50 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.2500 .9200
1749801 .2500
41,590.75 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1750196 .2500
257,703.26 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1779760 .2500
450,868.95 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1
1784434 .2500
348,720.43 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1784778 .2500
326,976.37 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1787930 .2500
254,212.83 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1794294 .2500
65,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1796354 .2500
376,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1797130 .2500
114,644.99 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1798892 .2500
101,368.36 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1802647 .2500
264,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
1804100 .2500
117,651.37 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.2500 1.1700
1805874 .2500
336,211.78 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1809193 .2500
350,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1809378 .2500
524,820.79 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1809664 .2500
343,767.04 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1810152 .2500
316,704.88 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1810312 .2500
697,743.13 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1810464 .2500
147,149.19 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1
1811095 .2500
252,988.75 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1811404 .2500
312,400.44 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1812448 .2500
361,487.59 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1812451 .2500
363,010.85 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1812457 .2500
604,453.37 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1812458 .2500
298,101.50 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1812459 .2500
265,393.21 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1812460 .2500
238,513.76 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1
1812464 .2500
242,642.34 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1812466 .2500
186,285.96 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.2500 .9200
1812468 .2500
391,055.72 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1812470 .2500
372,677.78 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1812471 .2500
282,227.85 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1812476 .2500
218,279.07 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1812479 .2500
637,571.86 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1812490 .2500
291,586.26 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1
1812498 .2500
284,722.30 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1812499 .2500
261,459.50 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1812501 .2500
316,009.26 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1812508 .2500
363,433.08 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1812512 .2500
384,306.15 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1812518 .2500
366,515.28 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1812519 .2500
495,188.45 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1812523 .2500
294,840.33 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1
1812524 .2500
294,907.80 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1812531 .2500
233,244.13 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1812543 .2500
414,247.58 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
1812558 .2500
362,218.39 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1812566 .2500
435,811.11 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1812569 .2500
706,813.75 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1812573 .2500
339,759.61 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
1812577 .2500
253,763.11 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1
1812578 .2500
423,969.03 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1812586 .2500
292,191.19 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1812588 .2500
331,662.16 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1812591 .2500
277,539.84 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1812593 .2500
256,725.34 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1812594 .2500
451,126.95 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1812595 .2500
264,467.15 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.2500 1.0450
1812596 .2500
294,126.81 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1
1812597 .2500
342,309.83 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1812598 .2500
247,744.53 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1814557 .2500
329,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1817161 .2500
247,619.95 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1818530 .2500
130,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1818930 .2500
365,642.76 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1819772 .2500
61,830.22 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1823802 .2500
475,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
1823826 .2500
226,299.26 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1824705 .2500
304,989.07 .0800
6.6000 .0000
6.3500 .0000
6.2700 .0000
6.2500 .0200
1824706 .2500
282,233.64 .0800
7.2000 .0000
6.9500 .0000
6.8700 .0000
6.2500 .6200
1824707 .2500
516,793.82 .0800
7.3000 .0000
7.0500 .0000
6.9700 .0000
6.2500 .7200
1824708 .2500
386,615.06 .0800
6.9000 .0000
6.6500 .0000
6.5700 .0000
6.2500 .3200
1824709 .2500
359,689.26 .0800
6.9000 .0000
6.6500 .0000
6.5700 .0000
6.2500 .3200
1824711 .2500
254,315.31 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1824712 .2500
423,315.20 .0800
7.1000 .0000
6.8500 .0000
6.7700 .0000
6.2500 .5200
1
1824713 .2500
392,467.71 .0800
6.8500 .0000
6.6000 .0000
6.5200 .0000
6.2500 .2700
1824714 .2500
580,223.65 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1824715 .2500
281,224.52 .0800
7.1000 .0000
6.8500 .0000
6.7700 .0000
6.2500 .5200
1824716 .2500
410,939.37 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1824717 .2500
307,627.22 .0800
7.1500 .0000
6.9000 .0000
6.8200 .0000
6.2500 .5700
1824718 .2500
447,189.03 .0800
7.1500 .0000
6.9000 .0000
6.8200 .0000
6.2500 .5700
1824719 .2500
298,101.50 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1824720 .2500
244,409.28 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
1824721 .2500
317,684.75 .0800
7.1000 .0000
6.8500 .0000
6.7700 .0000
6.2500 .5200
1825398 .2500
305,000.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1825404 .2500
525,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1826192 .2500
630,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1826304 .2500
468,500.99 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1826865 .2500
448,564.79 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1827443 .2500
127,215.93 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
1828182 .2500
300,000.00 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1
1828289 .2500
376,034.46 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.2500 .9200
1828526 .2500
298,121.94 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1828540 .2500
317,930.78 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1828589 .2500
743,233.58 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1828630 .5000
291,068.70 .0800
6.8750 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1828641 .2500
249,800.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1828954 .2500
317,971.51 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1829033 .2500
260,389.33 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
1829055 .2500
105,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.2500 .9200
1829077 .2500
216,300.37 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1829167 .2500
508,319.85 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1829592 .2500
368,807.08 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1829599 .2500
311,613.76 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1829606 .2500
263,139.59 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1829610 .2500
135,570.92 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1829674 .2500
107,154.85 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1
1829697 .2500
107,301.64 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1829702 .2500
474,904.18 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1829855 .2500
124,592.61 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1830030 .5000
309,997.31 .0300
6.7500 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1830102 .2500
419,646.97 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1830104 .2500
278,228.07 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830107 .2500
283,176.83 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1830109 .2500
301,513.44 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1
1830110 .2500
386,549.70 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1830112 .2500
344,908.38 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830113 .2500
301,082.52 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830114 .2500
428,613.63 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1830115 .2500
245,215.41 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1830116 .2500
477,671.15 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1830117 .2500
282,183.23 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1830118 .2500
336,763.13 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1
1830119 .2500
286,117.19 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1830120 .2500
289,307.51 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830122 .2500
468,580.20 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1830124 .2500
353,879.98 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830126 .2500
238,448.07 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1830127 .2500
478,469.09 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1830128 .2500
397,226.77 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.2500 1.0450
1830129 .2500
323,974.63 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1
1830130 .2500
229,871.50 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830131 .2500
156,976.46 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1830132 .2500
442,183.89 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830133 .2500
84,014.94 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830134 .2500
263,185.04 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1830136 .2500
384,782.19 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830137 .2500
332,856.98 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1830138 .2500
288,011.46 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1
1830139 .2500
283,592.62 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1830140 .2500
280,820.86 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1830141 .2500
311,026.30 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1830142 .2500
318,004.45 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1830143 .2500
244,010.10 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1830144 .2500
368,933.83 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1830145 .2500
398,738.01 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830146 .2500
298,772.76 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1
1830148 .2500
318,968.28 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1830149 .2500
291,185.57 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1830150 .2500
314,027.61 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1830152 .2500
268,740.14 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1830156 .2500
135,934.28 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1830159 .2500
397,291.67 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1830161 .2500
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249,202.65 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1848216 .2500
135,000.00 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1848217 .2500
133,463.60 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1848221 .2500
488,000.00 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1848223 .2500
250,300.07 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
1848225 .2500
134,583.27 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1848228 .2500
458,532.89 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1848230 .2500
303,995.20 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1848234 .2500
338,879.90 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1848236 .2500
264,844.72 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1848244 .2500
259,188.59 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1848247 .2500
442,477.65 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
1848248 .2500
448,564.78 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1
1848251 .2500
289,366.68 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1848258 .2500
414,629.52 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1848259 .2500
398,738.01 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1848260 .2500
318,968.28 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1848261 .2500
415,142.58 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1848263 .2500
422,637.19 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1848267 .2500
68,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.2500 1.0450
1848277 .2500
118,472.30 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1
1848279 .2500
99,670.56 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1848280 .2500
156,218.22 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
1848282 .2500
179,432.10 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1848291 .2500
65,794.03 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
1848296 .2500
294,085.95 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1848301 .2500
322,966.64 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1848302 .2500
313,200.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1848307 .2500
447,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1
1848313 .2500
167,758.62 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1848387 .2500
100,500.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.2500 .9200
1848406 .2500
270,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1848473 .2500
647,949.28 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1848528 .2500
270,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1848555 .2500
285,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1848567 .2500
293,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1848895 .2500
315,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1
1848896 .2500
195,800.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1848900 .2500
240,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1849132 .2500
75,887.11 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
1849466 .2500
385,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1849606 .2500
205,000.00 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1849753 .2500
84,700.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1849838 .2500
78,750.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1849894 .2500
409,000.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
1
1851525 .2500
275,000.00 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
1851537 .2500
88,000.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1851553 .2500
337,500.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1851583 .2500
420,000.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1851586 .2500
376,408.69 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1851589 .2500
345,150.00 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1851593 .2500
442,455.38 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1851716 .2500
355,875.00 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1
2691841 .2500
139,567.82 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
2696756 .2500
337,950.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2697051 .2500
291,068.71 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2698384 .2500
288,184.55 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2698385 .2500
279,344.07 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2698386 .2500
635,949.87 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2698387 .2500
377,542.79 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2698388 .2500
438,415.56 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1
2698390 .2500
347,736.77 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2698391 .2500
342,793.02 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2698392 .2500
193,805.51 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.2500 .7950
2698393 .2500
306,745.12 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2698394 .2500
374,614.24 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2698395 .2500
635,993.50 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2698396 .2500
284,120.22 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
2698397 .2500
364,549.29 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1
2698398 .2500
358,184.61 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2698399 .2500
310,994.08 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2698400 .2500
341,326.22 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2698401 .2500
496,835.83 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2698402 .2500
247,458.05 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
2698403 .2500
398,738.01 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2698404 .2500
378,774.84 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2698405 .2500
297,171.78 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
1
2698406 .2500
392,663.23 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2698407 .2500
372,781.09 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2698408 .2500
323,963.45 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2698409 .2500
295,586.93 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2698410 .2500
263,124.26 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2698411 .2500
256,629.73 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2698412 .2500
524,486.42 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2698413 .2500
251,753.69 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
1
2698414 .2500
403,849.91 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2698415 .2500
498,122.73 .0800
6.6250 .0000
6.3750 .0000
6.2950 .0000
6.2500 .0450
2698416 .2500
443,596.04 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2698417 .2500
407,461.04 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
2698418 .2500
298,101.50 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2698419 .2500
238,497.55 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2698420 .2500
235,496.51 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2698421 .2500
327,540.56 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
2698422 .2500
513,656.90 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2698423 .2500
238,448.07 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2698424 .2500
259,179.71 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2698425 .2500
236,750.70 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2698426 .2500
294,126.81 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2698427 .2500
472,536.77 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.2500 .6700
2698428 .2500
454,529.81 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2698429 .2500
351,874.15 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
1
2698430 .2500
492,823.17 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2698431 .2500
248,434.96 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2698432 .2500
289,185.50 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.2500 .2950
2699062 .2500
267,163.62 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.2500 .5450
2699063 .2500
633,395.34 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2699064 .2500
388,715.18 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2699065 .2500
350,865.11 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
2699066 .2500
544,040.29 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
2699067 .2500
336,388.14 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2699068 .2500
535,928.59 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2699069 .2500
318,990.41 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.2500 .4200
2699070 .2500
276,087.45 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2699071 .2500
317,949.08 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
2699072 .2500
408,625.31 .0300
6.2500 .0000
6.0000 .0000
5.9700 .0000
5.9700 .0000
2699073 .2500
373,100.00 .0800
6.7500 .0000
6.5000 .0000
6.4200 .0000
6.2500 .1700
1
2699074 .2500
268,500.00 .0300
6.5000 .0000
6.2500 .0000
6.2200 .0000
6.2200 .0000
TOTAL NUMBER OF LOANS: 942
TOTAL BALANCE........: 306,619,397.02
1
RUN ON : 12/22/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 09.56.28 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RFMSI I 1998-S29 FIXED SUMMARY REPORT CUTOFF : 12/01/98
POOL : 0004343
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
-------------------------------------------------------------
CURR NOTE RATE 6.8874 6.0000 7.8750
RFC NET RATE 6.6369 5.7500 7.6250
NET MTG RATE(INVSTR RATE) 6.5621 5.7200 7.5450
POST STRIP RATE 6.2389 5.7200 6.2500
SUB SERV FEE .2505 .2500 .5000
MSTR SERV FEE .0748 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .3232 .0000 1.2950
TOTAL NUMBER OF LOANS: 942
TOTAL BALANCE........: 306,619,397.02
***************************
* END OF REPORT *
***************************
F-1
<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:
(I) EACH PARTY IS DULY ORGANIZED, VALIDLY EXISTING, AND IN GOOD
STANDING
G-1
<PAGE>
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.
(II) 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.
(III) 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.
(IV) INSOFAR AS ITS CAPACITY TO CARRY OUT ANY OBLIGATION UNDER
THIS CONTRACT IS CONCERNED, NEITHER PARTY IS IN VIOLATION OF ANY
CHARTER, ARTICLES OF INCORPORATION, BYLAWS, MORTGAGE, INDENTURE,
INDEBTEDNESS, AGREEMENT, INSTRUMENT, JUDGMENT, DECREE, ORDER,
STATUTE, RULE OR REGULATION AND NONE OF THE FOREGOING ADVERSELY
AFFECTS ITS CAPACITY TO FULFILL ANY OF ITS OBLIGATIONS UNDER THIS
CONTRACT. ITS EXECUTION OF, AND PERFORMANCE PURSUANT TO, THIS
CONTRACT WILL NOT RESULT IN A VIOLATION OF ANY OF THE FOREGOING.
(B) SELLER/SERVICER'S REPRESENTATIONS, WARRANTIES AND COVENANTS.
IN ADDITION TO THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY
THE SELLER/SERVICER PURSUANT TO SUBPARAGRAPH (A) OF THIS PARAGRAPH
3, THE SELLER/SERVICER MAKES THE REPRESENTATIONS, WARRANTIES AND
COVENANTS SET FORTH IN THE GUIDES AND, UPON REQUEST, AGREES TO
DELIVER TO RESIDENTIAL FUNDING THE CERTIFIED RESOLUTION OF BOARD OF
DIRECTORS WHICH AUTHORIZES THE EXECUTION AND DELIVERY OF THIS
CONTRACT.
(4) REMEDIES OF RESIDENTIAL FUNDING.
IF AN EVENT OF SELLER DEFAULT OR AN EVENT OF SERVICER DEFAULT SHALL
OCCUR, RESIDENTIAL FUNDING MAY, AT ITS OPTION, EXERCISE ONE OR MORE OF THOSE
REMEDIES SET FORTH IN THE GUIDES.
(5) SELLER/SERVICER'S STATUS AS INDEPENDENT CONTRACTOR.
AT NO TIME SHALL THE SELLER/SERVICER REPRESENT THAT IT IS ACTING AS
AN AGENT OF RESIDENTIAL FUNDING. THE SELLER/SERVICER SHALL, AT ALL TIMES, ACT AS
AN INDEPENDENT CONTRACTOR.
(6) PRIOR AGREEMENTS SUPERSEDED.
THIS CONTRACT RESTATES, AMENDS AND SUPERSEDES ANY AND ALL PRIOR
SELLER CONTRACTS OR SERVICER CONTRACTS BETWEEN THE PARTIES EXCEPT THAT ANY
SUBSERVICING AGREEMENT EXECUTED BY THE SELLER/SERVICER IN CONNECTION WITH ANY
LOAN-SECURITY EXCHANGE TRANSACTION SHALL NOT BE AFFECTED.
G-2
<PAGE>
(7) ASSIGNMENT.
THIS CONTRACT MAY NOT BE ASSIGNED OR TRANSFERRED, IN WHOLE OR IN
PART, BY THE SELLER/SERVICER WITHOUT THE PRIOR WRITTEN CONSENT OF RESIDENTIAL
FUNDING. RESIDENTIAL FUNDING MAY SELL, ASSIGN, CONVEY, HYPOTHECATE, PLEDGE OR IN
ANY OTHER WAY TRANSFER, IN WHOLE OR IN PART, WITHOUT RESTRICTION, ITS RIGHTS
UNDER THIS CONTRACT AND THE GUIDES WITH RESPECT TO ANY COMMITMENT OR LOAN.
(8) NOTICES.
ALL NOTICES, REQUESTS, DEMANDS OR OTHER COMMUNICATIONS THAT ARE TO
BE GIVEN UNDER THIS CONTRACT SHALL BE IN WRITING, ADDRESSED TO THE APPROPRIATE
PARTIES AND SENT BY TELEFACSIMILE OR BY OVERNIGHT COURIER OR BY UNITED STATES
MAIL, POSTAGE PREPAID, TO THE ADDRESSES AND TELEFACSIMILE NUMBERS SPECIFIED
BELOW. HOWEVER, ANOTHER NAME, ADDRESS AND/OR TELEFACSIMILE NUMBER MAY BE
SUBSTITUTED BY THE SELLER/SERVICER PURSUANT TO THE REQUIREMENTS OF THIS
PARAGRAPH 8, OR RESIDENTIAL FUNDING PURSUANT TO AN AMENDMENT TO THE GUIDES.
IF TO RESIDENTIAL FUNDING, NOTICES MUST BE SENT TO THE APPROPRIATE
ADDRESS OR TELEFACSIMILE NUMBER SPECIFIED IN THE GUIDES.
IF TO THE SELLER/SERVICER, NOTICE MUST BE SENT TO:
ATTENTION:
TELEFACSIMILE NUMBER: (_____) _____-________
(9) JURISDICTION AND VENUE.
EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY
STATE OR FEDERAL COURT LOCATED IN HENNEPIN COUNTY, MINNESOTA, OVER ANY ACTION,
SUIT OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT UNDER THIS CONTRACT OR
OTHERWISE ARISING FROM ANY LOAN SALE OR SERVICING RELATIONSHIP EXISTING IN
CONNECTION WITH THIS CONTRACT, AND EACH OF THE PARTIES IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD OR
DETERMINED IN SUCH STATE OR FEDERAL COURT. EACH OF THE PARTIES IRREVOCABLY
WAIVES THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH
ACTION OR PROCEEDING AND ANY OTHER SUBSTANTIVE OR PROCEDURAL RIGHTS OR REMEDIES
IT MAY HAVE WITH RESPECT TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING IN
ANY SUCH FORUM. EACH OF THE PARTIES AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER
JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
EACH OF THE PARTIES FURTHER AGREES NOT TO INSTITUTE ANY LEGAL ACTIONS OR
PROCEEDINGS AGAINST THE OTHER PARTY OR ANY DIRECTOR, OFFICER, EMPLOYEE,
ATTORNEY, AGENT OR PROPERTY OF THE OTHER PARTY, ARISING OUT OF OR RELATING TO
THIS CONTRACT IN ANY COURT OTHER THAN AS HEREINABOVE SPECIFIED IN THIS PARAGRAPH
9.
G-3
<PAGE>
(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: BY:
(TYPED NAME) (TYPED NAME)
TITLE: TITLE:
ATTEST: RESIDENTIAL FUNDING
CORPORATION
BY: BY:
(SIGNATURE) (SIGNATURE)
BY: 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
H-1
<PAGE>
DATE
H-2
<PAGE>
EXHIBIT I-1
FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
STATE OF )
: SS.:
COUNTY OF )
[NAME OF OFFICER], BEING FIRST DULY SWORN, DEPOSES AND SAYS:
(1) THAT HE IS [TITLE OF OFFICER] OF [NAME OF OWNER] (RECORD OR
BENEFICIAL OWNER OF THE MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-S29,
CLASS R (THE "OWNER")), A [SAVINGS INSTITUTION] [CORPORATION] DULY ORGANIZED AND
EXISTING UNDER THE LAWS OF [THE STATE OF __________________] [THE UNITED
STATES], ON BEHALF OF WHICH HE MAKES THIS AFFIDAVIT AND AGREEMENT.
(2) THAT THE OWNER (I) IS NOT AND WILL NOT BE A "DISQUALIFIED
ORGANIZATION" OR AN ELECTING LARGE PARTNERSHIP AS OF [DATE OF TRANSFER] WITHIN
THE MEANING OF SECTIONS 860E(E)(5) AND 775, RESPECTIVELY, OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") OR AN ELECTING LARGE PARTNERSHIP
UNDER SECTION 775(A) OF THE CODE, (II) WILL ENDEAVOR TO REMAIN OTHER THAN A
DISQUALIFIED ORGANIZATION FOR SO LONG AS IT RETAINS ITS OWNERSHIP INTEREST IN
THE CLASS R 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 AN ELECTING
LARGE PARTNERSHIP UNDER SECTION 775 OF THE CODE, 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 OR ELECTING
LARGE PARTNERSHIPS, 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, WITH RESPECT TO TRANSFERS TO ELECTING LARGE PARTNERSHIPS, ON EACH SUCH
PARTNERSHIP), OR, IF SUCH TRANSFER IS THROUGH AN AGENT (WHICH PERSON INCLUDES A
BROKER, NOMINEE OR MIDDLEMAN) FOR A DISQUALIFIED ORGANIZATION, ON THE AGENT;
(III) THAT THE PERSON (OTHER THAN WITH RESPECT TO TRANSFERS TO ELECTING LARGE
PARTNERSHIPS) OTHERWISE LIABLE FOR THE TAX SHALL BE RELIEVED OF LIABILITY FOR
THE TAX IF THE TRANSFEREE FURNISHES TO SUCH PERSON AN AFFIDAVIT THAT THE
TRANSFEREE IS NOT A DISQUALIFIED ORGANIZATION AND, AT THE TIME OF TRANSFER, SUCH
PERSON DOES NOT HAVE ACTUAL KNOWLEDGE THAT THE AFFIDAVIT IS FALSE; AND (IV) THAT
THE CLASS R 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
I-1-1
<PAGE>
INTEREST, UNLESS NO SIGNIFICANT PURPOSE OF THE TRANSFER WAS TO IMPEDE THE
ASSESSMENT OR COLLECTION OF TAX.
(4) THAT THE OWNER IS AWARE OF THE TAX IMPOSED ON A "PASS-THROUGH
ENTITY" HOLDING CLASS R CERTIFICATES IF EITHER THE PASS-THROUGH ENTITY IS AN
ELECTING LARGE PARTNERSHIP UNDER SECTION 775 OF THE 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) THE OWNER IS A CITIZEN OR RESIDENT OF THE UNITED STATES, A
CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN, OR UNDER THE
LAWS OF, THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF (EXCEPT IN THE
CASE OF A PARTNERSHIP, TO THE EXTENT PROVIDED IN TREASURY REGULATIONS), OR AN
ESTATE THAT IS DESCRIBED IN SECTION 7701(A)(30)(D) OF THE CODE, OR A TRUST THAT
IS DESCRIBED IN SECTION 7701(A)(30)(E) OF THE CODE.
(6) 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.
(7) 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.
(8) 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.
(9) THE OWNER'S TAXPAYER IDENTIFICATION NUMBER IS ______________.
(10) 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.
(11) 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.
(12) 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
I-1-2
<PAGE>
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.
(13) 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.
(14) THE PURCHASER IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN
SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR AN INVESTMENT
MANAGER, NAMED FIDUCIARY OR A TRUSTEE OF ANY SUCH PLAN, OR ANY OTHER PERSON
ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR PURCHASING ANY CERTIFICATE WITH
"PLAN ASSETS" OF ANY SUCH PLAN.
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 _______[DATE].
[NAME OF OWNER]
BY:
[NAME OF OFFICER]
[TITLE OF OFFICER]
[CORPORATE SEAL]
ATTEST:
[ASSISTANT] SECRETARY
PERSONALLY APPEARED BEFORE ME THE ABOVE-NAMED [NAME OF OFFICER],
KNOWN OR PROVED TO ME TO BE THE SAME PERSON WHO EXECUTED THE FOREGOING
INSTRUMENT AND TO BE THE [TITLE OF OFFICER] OF THE OWNER, AND ACKNOWLEDGED TO ME
THAT HE EXECUTED THE SAME AS HIS FREE ACT AND DEED AND THE FREE ACT AND DEED OF
THE OWNER.
SUBSCRIBED AND SWORN BEFORE ME THIS _______ DAY OF ________[DATE].
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
BANKERS TRUST COMPANY
3 PARK PLAZA
IRVINE, CALIFORNIA 92614
ATTENTION: RESIDENTIAL FUNDING CORPORATION SERIES 1998-S29
RE: MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-S29, CLASS R
LADIES AND GENTLEMEN:
THIS LETTER IS DELIVERED TO YOU IN CONNECTION WITH THE TRANSFER BY
_______________________________ (THE "SELLER") TO
_______________________________ (THE "PURCHASER") OF $_____________ INITIAL
CERTIFICATE PRINCIPAL BALANCE OF MORTGAGE PASS-THROUGH CERTIFICATES, SERIES
1998-S29, CLASS R (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
BANKERS TRUST COMPANY, 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 HAS
HISTORICALLY PAID ITS DEBTS AS THEY BECOME DUE AND HAS FOUND NO SIGNIFICANT
EVIDENCE TO INDICATE THAT
I-2-1
<PAGE>
THE PURCHASER WILL NOT CONTINUE TO PAY ITS DEBTS AS THEY BECOME DUE IN THE
FUTURE. THE SELLER UNDERSTANDS THAT THE TRANSFER OF A CLASS R CERTIFICATE MAY
NOT BE RESPECTED FOR UNITED STATES INCOME TAX PURPOSES (AND THE SELLER MAY
CONTINUE TO BE LIABLE FOR UNITED STATES INCOME TAXES ASSOCIATED THEREWITH)
UNLESS THE SELLER HAS CONDUCTED SUCH AN INVESTIGATION.
(4) THE SELLER HAS NO ACTUAL KNOWLEDGE THAT THE PROPOSED TRANSFEREE
IS NOT BOTH A UNITED STATES PERSON AND A PERMITTED TRANSFEREE.
VERY TRULY YOURS,
(SELLER)
BY:
NAME:
TITLE:
I-2-2
<PAGE>
EXHIBIT J-1
FORM OF INVESTOR REPRESENTATION LETTER
______________, 19__
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 NORMANDALE LAKE BOULEVARD
SUITE 600
MINNEAPOLIS, MN 55437
RESIDENTIAL FUNDING CORPORATION
8400 NORMANDALE LAKE BOULEVARD
SUITE 600
MINNEAPOLIS, MN 55437
BANKERS TRUST COMPANY
3 PARK PLAZA
IRVINE, CALIFORNIA 92614
ATTENTION: RESIDENTIAL FUNDING CORPORATION SERIES 1998-S29
RE: MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-S29, [CLASS B-]
LADIES AND GENTLEMEN:
_________________________ (THE "PURCHASER") INTENDS TO PURCHASE FROM
___________________________ (THE "SELLER") $_____________ INITIAL CERTIFICATE
PRINCIPAL BALANCE OF MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-S29, 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
BANKERS TRUST COMPANY, 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.
J-1-1
<PAGE>
(2) THE PURCHASER IS ACQUIRING THE CERTIFICATES FOR ITS OWN ACCOUNT
FOR INVESTMENT ONLY AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY
DISTRIBUTION THEREOF IN ANY MANNER THAT WOULD VIOLATE THE ACT OR ANY APPLICABLE
STATE SECURITIES LAWS.
(3) THE PURCHASER IS (A) A SUBSTANTIAL, SOPHISTICATED INSTITUTIONAL
INVESTOR HAVING SUCH KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS,
AND, IN PARTICULAR, IN SUCH MATTERS RELATED TO SECURITIES SIMILAR TO THE
CERTIFICATES, SUCH THAT IT IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF
INVESTMENT IN THE CERTIFICATES, (B) ABLE TO BEAR THE ECONOMIC RISKS OF SUCH AN
INVESTMENT AND (C) AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501(A)
PROMULGATED PURSUANT TO THE ACT.
(4) THE PURCHASER HAS BEEN FURNISHED WITH, AND HAS HAD AN
OPPORTUNITY TO REVIEW (A) [A COPY OF THE PRIVATE PLACEMENT MEMORANDUM, DATED
___________________, 19__, RELATING TO THE CERTIFICATES (B)] A COPY OF THE
POOLING AND SERVICING AGREEMENT AND [B] [C] SUCH OTHER INFORMATION CONCERNING
THE CERTIFICATES, THE MORTGAGE LOANS AND THE COMPANY AS HAS BEEN REQUESTED BY
THE PURCHASER FROM THE COMPANY OR THE SELLER AND IS RELEVANT TO THE PURCHASER'S
DECISION TO PURCHASE THE CERTIFICATES. THE PURCHASER HAS HAD ANY QUESTIONS
ARISING FROM SUCH REVIEW ANSWERED BY THE COMPANY OR THE SELLER TO THE
SATISFACTION OF THE PURCHASER. [IF THE PURCHASER DID NOT PURCHASE THE
CERTIFICATES FROM THE SELLER IN CONNECTION WITH THE INITIAL DISTRIBUTION OF THE
CERTIFICATES AND WAS PROVIDED WITH A COPY OF THE PRIVATE PLACEMENT MEMORANDUM
(THE "MEMORANDUM") RELATING TO THE ORIGINAL SALE (THE "ORIGINAL SALE") OF THE
CERTIFICATES BY THE COMPANY, THE PURCHASER ACKNOWLEDGES THAT SUCH MEMORANDUM WAS
PROVIDED TO IT BY THE SELLER, THAT THE MEMORANDUM WAS PREPARED BY THE COMPANY
SOLELY FOR USE IN CONNECTION WITH THE ORIGINAL SALE AND THE COMPANY DID NOT
PARTICIPATE IN OR FACILITATE IN ANY WAY THE PURCHASE OF THE CERTIFICATES BY THE
PURCHASER FROM THE SELLER, AND THE PURCHASER AGREES THAT IT WILL LOOK SOLELY TO
THE SELLER AND NOT TO THE COMPANY WITH RESPECT TO ANY DAMAGE, LIABILITY, CLAIM
OR EXPENSE ARISING OUT OF, RESULTING FROM OR IN CONNECTION WITH (A) ERROR OR
OMISSION, OR ALLEGED ERROR OR OMISSION, CONTAINED IN THE MEMORANDUM, OR (B) ANY
INFORMATION, DEVELOPMENT OR EVENT ARISING AFTER THE DATE OF THE MEMORANDUM.]
(5) THE PURCHASER HAS NOT AND WILL NOT NOR HAS IT AUTHORIZED OR WILL
IT AUTHORIZE ANY PERSON TO (A) OFFER, PLEDGE, SELL, DISPOSE OF OR OTHERWISE
TRANSFER ANY CERTIFICATE, ANY INTEREST IN ANY CERTIFICATE OR ANY OTHER SIMILAR
SECURITY TO ANY PERSON IN ANY MANNER, (B) SOLICIT ANY OFFER TO BUY OR TO ACCEPT
A PLEDGE, DISPOSITION OF OTHER TRANSFER OF ANY CERTIFICATE, ANY INTEREST IN ANY
CERTIFICATE OR ANY OTHER SIMILAR SECURITY FROM ANY PERSON IN ANY MANNER, (C)
OTHERWISE APPROACH OR NEGOTIATE WITH RESPECT TO ANY CERTIFICATE, ANY INTEREST IN
ANY CERTIFICATE OR ANY OTHER SIMILAR SECURITY WITH ANY PERSON IN ANY MANNER, (D)
MAKE ANY GENERAL SOLICITATION BY MEANS OF GENERAL ADVERTISING OR IN ANY OTHER
MANNER OR (E) TAKE ANY OTHER ACTION, THAT (AS TO ANY OF (A) THROUGH (E) ABOVE)
WOULD CONSTITUTE A DISTRIBUTION OF ANY CERTIFICATE UNDER THE ACT, THAT WOULD
RENDER THE DISPOSITION OF ANY CERTIFICATE A VIOLATION OF SECTION 5 OF THE ACT OR
ANY STATE SECURITIES LAW, OR THAT WOULD REQUIRE REGISTRATION OR QUALIFICATION
PURSUANT THERETO. THE PURCHASER WILL NOT SELL OR OTHERWISE TRANSFER ANY OF THE
CERTIFICATES, EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF THE POOLING AND
SERVICING AGREEMENT.
(6) THE PURCHASER
(A) IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO THE
PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS
J-1-2
<PAGE>
AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (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. ' 2510.3-101; OR
(B) IS AN INSURANCE COMPANY, THE SOURCE OF FUNDS TO BE USED BY
IT TO PURCHASE THE CERTIFICATES IS AN "INSURANCE COMPANY GENERAL
ACCOUNT" (WITHIN THE MEANING OF DOL PROHIBITED TRANSACTION CLASS
EXEMPTION ("PTCE") 95-60), AND THE PURCHASE IS BEING MADE IN
RELIANCE UPON THE AVAILABILITY OF THE EXEMPTIVE RELIEF AFFORDED
UNDER SECTIONS I AND III OF PTCE 95-60.
IN ADDITION, THE PURCHASER HEREBY CERTIFIES, REPRESENTS AND WARRANTS
TO, AND COVENANTS WITH, THE COMPANY, THE TRUSTEE AND THE MASTER SERVICER THAT
THE PURCHASER WILL NOT TRANSFER SUCH CERTIFICATES TO ANY PLAN OR PERSON UNLESS
SUCH PLAN OR PERSON MEETS THE REQUIREMENTS SET FORTH IN EITHER 6(A) OR (B)
ABOVE.
VERY TRULY YOURS,
BY:
NAME:
TITLE:
J-1-3
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
____________, 19__
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 NORMANDALE LAKE BOULEVARD
SUITE 600
MINNEAPOLIS, MINNESOTA 55437
RESIDENTIAL FUNDING CORPORATION
8400 NORMANDALE LAKE BOULEVARD
SUITE 600
MINNEAPOLIS, MINNESOTA 55437
BANKERS TRUST COMPANY
FOUR ALBANY STREET
NEW YORK, NEW YORK 10006
ATTENTION: RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., SERIES 1998-S29
RE: MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-S29, CLASS M-[__]
LADIES AND GENTLEMEN:
____________________ (THE "PURCHASER") INTENDS TO PURCHASE FROM
________________________ (THE "SELLER") $_____________ INITIAL CERTIFICATE
PRINCIPAL BALANCE OF MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-S29, 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
BANKERS TRUST COMPANY, 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 (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. ' 2510.3-101; OR
J-2-1
<PAGE>
(B) THE PURCHASER IS AN INSURANCE COMPANY, THE SOURCE OF FUNDS TO BE USED
BY IT TO PURCHASE THE CERTIFICATES IS AN "INSURANCE COMPANY GENERAL
ACCOUNT" (WITHIN THE MEANING OF DOL PROHIBITED TRANSACTION CLASS EXEMPTION
("PTCE") 95-60), AND THE CONDITIONS SET FORTH IN SECTIONS I AND III OF
PTCE 95-60 HAVE BEEN SATISFIED.
IN ADDITION, THE PURCHASER HEREBY CERTIFIES, REPRESENTS AND WARRANTS
TO, AND COVENANTS WITH, THE COMPANY, THE TRUSTEE AND THE MASTER SERVICER THAT
THE PURCHASER WILL NOT TRANSFER SUCH CERTIFICATES TO ANY PLAN OR PERSON UNLESS
SUCH PLAN OR PERSON MEETS THE REQUIREMENTS SET FORTH IN EITHER (A) OR (B) ABOVE.
VERY TRULY YOURS,
BY:
NAME:
TITLE:
J-2-2
<PAGE>
EXHIBIT J-3
FORM OF ERISA LEGEND
EACH BENEFICIAL OWNER OF A BOOK-ENTRY CLASS M CERTIFICATE (OR ANY INTEREST
THEREIN) SHALL BE DEEMED TO HAVE REPRESENTED, BY VIRTUE OF ITS ACQUISITION OR
HOLDING OF SUCH CERTIFICATE (OR INTEREST THEREIN), THAT EITHER:
(A) IT 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 (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) (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.
ANY PURPORTED BENEFICIAL OWNER OF A BOOK-ENTRY CLASS M CERTIFICATE (OR INTEREST
THEREIN) TO WHOM EITHER (A) OR (B) ABOVE DOES NOT APPLY 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 ITS ACQUISITION OR HOLDING OF SUCH
CERTIFICATE.
J-3-1
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
____________________, 19____
RESIDENTIAL FUNDING MORTGAGE
SECURITIES I, INC.
8400 NORMANDALE LAKE BOULEVARD
SUITE 600
MINNEAPOLIS, MN 55437
BANKERS TRUST COMPANY
3 PARK PLAZA
IRVINE, CALIFORNIA 92614
ATTENTION: RESIDENTIAL FUNDING CORPORATION SERIES 1998-S29
RE: MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-S29, [CLASS B-]
LADIES AND GENTLEMEN:
IN CONNECTION WITH THE SALE BY ____________ THE "SELLER") TO
______________ THE "PURCHASER") OF $ _________________ CERTIFICATE PRINCIPAL
BALANCE OF MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-S29, 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 BANKERS TRUST COMPANY,
AS TRUSTEE (THE "TRUSTEE"). THE SELLER HEREBY CERTIFIES, REPRESENTS AND WARRANTS
TO, AND COVENANTS WITH, THE COMPANY AND THE TRUSTEE THAT:
NEITHER THE SELLER NOR ANYONE ACTING ON ITS BEHALF HAS (A) OFFERED,
PLEDGED, SOLD, DISPOSED OF OR OTHERWISE TRANSFERRED ANY CERTIFICATE, ANY
INTEREST IN ANY CERTIFICATE OR ANY OTHER SIMILAR SECURITY TO ANY PERSON IN ANY
MANNER, (B) HAS SOLICITED ANY OFFER TO BUY OR TO ACCEPT A PLEDGE, DISPOSITION OR
OTHER TRANSFER OF ANY CERTIFICATE, ANY INTEREST IN ANY CERTIFICATE OR ANY OTHER
SIMILAR SECURITY FROM ANY PERSON IN ANY MANNER, (C) HAS OTHERWISE APPROACHED OR
NEGOTIATED WITH RESPECT TO ANY CERTIFICATE, ANY INTEREST IN ANY CERTIFICATE OR
ANY OTHER SIMILAR SECURITY WITH ANY PERSON IN ANY MANNER, (D) HAS MADE ANY
GENERAL SOLICITATION BY MEANS OF GENERAL ADVERTISING OR IN ANY OTHER MANNER, OR
(E) HAS TAKEN ANY OTHER ACTION, THAT (AS TO ANY OF (A) THROUGH (E) ABOVE) WOULD
CONSTITUTE A DISTRIBUTION OF THE CERTIFICATES UNDER THE SECURITIES ACT OF 1933
(THE "ACT"), THAT WOULD RENDER THE DISPOSITION OF ANY CERTIFICATE A VIOLATION OF
SECTION 5 OF THE ACT OR ANY STATE SECURITIES LAW, OR THAT WOULD REQUIRE
REGISTRATION OR QUALIFICATION PURSUANT THERETO. THE SELLER WILL NOT ACT, IN ANY
MANNER SET FORTH IN THE FOREGOING SENTENCE WITH RESPECT TO ANY CERTIFICATE. THE
SELLER HAS NOT AND WILL NOT SELL OR OTHERWISE TRANSFER ANY OF THE CERTIFICATES,
EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF THE
K-1
<PAGE>
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
BANKERS TRUST COMPANY, 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,
L-1
<PAGE>
TRANSFERRED, PLEDGED, SOLD OR OTHERWISE DISPOSED OF THE RULE 144A
SECURITIES, ANY INTEREST IN THE RULE 144A SECURITIES OR ANY OTHER
SIMILAR SECURITY TO, OR SOLICITED ANY OFFER TO BUY OR ACCEPT A
TRANSFER, PLEDGE OR OTHER DISPOSITION OF THE RULE 144A SECURITIES,
ANY INTEREST IN THE RULE 144A SECURITIES OR ANY OTHER SIMILAR
SECURITY FROM, OR OTHERWISE APPROACHED OR NEGOTIATED WITH RESPECT TO
THE RULE 144A SECURITIES, ANY INTEREST IN THE RULE 144A SECURITIES
OR ANY OTHER SIMILAR SECURITY WITH, ANY PERSON IN ANY MANNER, OR
MADE ANY GENERAL SOLICITATION BY MEANS OF GENERAL ADVERTISING OR IN
ANY OTHER MANNER, OR TAKEN ANY OTHER ACTION, THAT WOULD CONSTITUTE A
DISTRIBUTION OF THE RULE 144A SECURITIES UNDER THE 1933 ACT OR THAT
WOULD RENDER THE DISPOSITION OF THE RULE 144A SECURITIES A VIOLATION
OF SECTION 5 OF THE 1933 ACT OR REQUIRE REGISTRATION PURSUANT
THERETO, NOR WILL IT ACT, NOR HAS IT AUTHORIZED OR WILL IT AUTHORIZE
ANY PERSON TO ACT, IN SUCH MANNER WITH RESPECT TO THE RULE 144A
SECURITIES.
(E) THE BUYER IS A "QUALIFIED INSTITUTIONAL BUYER" AS THAT
TERM IS DEFINED IN RULE 144A UNDER THE 1933 ACT AND HAS COMPLETED
EITHER OF THE FORMS OF CERTIFICATION TO THAT EFFECT ATTACHED HERETO
AS ANNEX 1 OR ANNEX 2. THE BUYER IS AWARE THAT THE SALE TO IT IS
BEING MADE IN RELIANCE ON RULE 144A. THE BUYER IS ACQUIRING THE RULE
144A SECURITIES FOR ITS OWN ACCOUNT OR THE ACCOUNTS OF OTHER
QUALIFIED INSTITUTIONAL BUYERS, UNDERSTANDS THAT SUCH RULE 144A
SECURITIES MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (I) TO A
PERSON REASONABLY BELIEVED TO BE A QUALIFIED INSTITUTIONAL BUYER
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE
OR TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) PURSUANT
TO ANOTHER EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT.
(3) THE BUYER
A. IS NOT AN EMPLOYEE BENEFIT OR OTHER PLAN SUBJECT TO
THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"),
OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE") (A "PLAN"), OR ANY OTHER PERSON
(INCLUDING AN INVESTMENT MANAGER, A NAMED FIDUCIARY OR A
TRUSTEE OF ANY PLAN) ACTING, DIRECTLY OR INDIRECTLY, ON BEHALF
OF OR PURCHASING ANY CERTIFICATE WITH "PLAN ASSETS" OF ANY
PLAN WITHIN THE MEANING OF THE DEPARTMENT OF LABOR ("DOL")
REGULATION AT 29 C.F.R. SS.2510.3-101; OR
B. IS AN INSURANCE COMPANY, THE SOURCE OF FUNDS TO BE
USED BY IT TO PURCHASE THE CERTIFICATES IS AN "INSURANCE
COMPANY GENERAL ACCOUNT" (WITHIN THE MEANING OF DOL PROHIBITED
TRANSACTION CLASS EXEMPTION ("PTCE") 95-60), AND THE PURCHASE
IS BEING MADE IN RELIANCE UPON THE AVAILABILITY OF THE
EXEMPTIVE RELIEF AFFORDED UNDER SECTIONS I AND III OF PTCE
95-60.]
(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
L-2
<PAGE>
TO BE AN ORIGINAL; SUCH COUNTERPARTS, TOGETHER, SHALL CONSTITUTE ONE AND THE
SAME DOCUMENT.
IN WITNESS WHEREOF, EACH OF THE PARTIES HAS EXECUTED THIS DOCUMENT
AS OF THE DATE SET FORTH BELOW.
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.
___ 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
L-4
<PAGE>
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.
(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?
L-5
<PAGE>
(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 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.
L-7
<PAGE>
(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
M-1
<PAGE>
Date (the "Amount Available") shall be equal to the lesser of (X) minus
the sum of (i) all previous payments made under subsections (a) and (b)
hereof and (ii) all draws under the Limited Guaranty made in lieu of such
payments as described below in subsection (d) and (Y) the then outstanding
Certificate Principal Balances of the Class B Certificates, or such lower
amount as may be established pursuant to Section 12.02. Residential
Funding's obligations as described in this Section are referred to herein
as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance
Corporation of any failure of Residential Funding to make any payments
hereunder and shall demand payment pursuant to the limited guaranty (the
"Limited Guaranty"), executed by General Motors Acceptance Corporation, of
Residential Funding's obligation to make payments pursuant to this
Section, in an amount equal to the lesser of (i) the Amount Available and
(ii) such required payments, by delivering to General Motors Acceptance
Corporation a written demand for payment by wire transfer, not later than
the second Business Day prior to the Distribution Date for such month,
with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section
or amounts paid under the Limited Guaranty shall be deposited directly in
the Certificate Account, for distribution on the Distribution Date for
such month to the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy
or similar instrument or a reserve fund; provided that (i) the Company
obtains (subject to the provisions of Section 10.01(f) as if the Company
was substituted for the Master Servicer solely for the purposes of such
provision) an Opinion of Counsel (which need not be an opinion of
Independent counsel) to the effect that obtaining such substitute
corporate guaranty, irrevocable letter of credit, surety bond, insurance
policy or similar instrument or reserve fund will not cause either (a) any
federal tax to be imposed on the Trust Fund, including without limitation,
any federal tax imposed on "prohibited transactions" under Section
860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) 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
M-2
<PAGE>
agency that rated the Class B Certificates at the request of the Company
that such substitution shall not lower the rating on the Class B
Certificates below the lesser of (a) the then-current rating assigned to
the Class B Certificates by such rating agency and (b) the original rating
assigned to the Class B Certificates by such rating agency. Any
replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written
Opinion of Counsel to the substitute guarantor or obligor, addressed to
the Master Servicer and the Trustee, that such substitute instrument
constitutes a legal, valid and binding obligation of the substitute
guarantor or obligor, enforceable in accordance with its terms, and
concerning such other matters as the Master Servicer and the Trustee shall
reasonably request. Neither the Company, the Master Servicer nor the
Trustee shall be obligated to substitute for or replace the Limited
Guaranty or Subordinate Certificate Loss Obligation under any
circumstance.
SECTION 12.02. Amendments Relating to the Limited Guaranty. Notwithstanding
Section 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 supercession (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
supercession 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-S29
[DATE]
BANKERS TRUST COMPANY
3 PARK PLAZA
IRVINE, CALIFORNIA 92614
ATTENTION: RESIDENTIAL FUNDING CORPORATION SERIES 1998-S29
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 BANKERS TRUST COMPANY (THE "TRUSTEE") AS AMENDED BY AMENDMENT NO.
___ THERETO, DATED AS OF ________, WITH RESPECT TO THE MORTGAGE PASS-THROUGH
CERTIFICATES, SERIES 1998-S29 (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. 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
N-1
<PAGE>
PRIOR TO THE RELATED DISTRIBUTION DATE, SUCH MONEYS AS MAY BE REQUIRED BY
RESIDENTIAL FUNDING TO PERFORM ITS SUBORDINATE CERTIFICATE LOSS OBLIGATION WHEN
AND AS THE SAME ARISES FROM TIME TO TIME UPON THE DEMAND OF THE TRUSTEE IN
ACCORDANCE WITH SECTION 12.01 OF THE SERVICING AGREEMENT.
(A) 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:
BANKERS TRUST COMPANY,
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
BANKERS TRUST COMPANY
3 PARK PLAZA
IRVINE, CALIFORNIA 92614
ATTENTION: RESIDENTIAL FUNDING CORPORATION SERIES 1998-S29
RE: MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1998-S29 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
O-1
<PAGE>
(IV) SUCH ASSIGNMENT IS AT THE REQUEST OF THE BORROWER UNDER THE
RELATED MORTGAGE LOAN.
VERY TRULY YOURS,
(LENDER)
BY:
NAME:
TITLE:
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1831603 358,762.11 5.72 0.0848 30,423.03
1846802 650,000.00 5.72 0.0848 55,120.00
1847072 499,775.55 5.72 0.0848 42,380.97
1839134 480,356.69 5.82 0.0688 33,048.54
1839820 278,000.00 5.845 0.0648 18,014.40
1832180 297,846.81 5.97 0.0448 13,343.54
1836614 297,993.59 5.97 0.0448 13,350.11
1839044 119,596.09 5.97 0.0448 5,357.90
1840601 600,000.00 5.97 0.0448 26,880.00
1842523 650,000.00 5.97 0.0448 29,120.00
1843193 362,500.00 5.97 0.0448 16,240.00
1843223 294,505.38 5.97 0.0448 13,193.84
1844230 403,000.00 5.97 0.0448 18,054.40
1845876 393,670.47 5.97 0.0448 17,636.44
1849132 75,887.11 5.97 0.0448 3,399.74
2699072 408,625.31 5.97 0.0448 18,306.41
1839131 269,098.96 6.07 0.0288 7,750.05
1830676 83,720.28 6.095 0.0248 2,076.26
1831574 307,929.91 6.095 0.0248 7,636.66
1832169 328,789.68 6.095 0.0248 8,153.98
1832188 253,297.19 6.095 0.0248 6,281.77
1832199 377,462.46 6.095 0.0248 9,361.07
1836660 259,134.19 6.095 0.0248 6,426.53
1838429 427,073.10 6.095 0.0248 10,591.41
1840675 282,200.00 6.095 0.0248 6,998.56
1842681 302,987.68 6.095 0.0248 7,514.09
1847110 263,120.88 6.095 0.0248 6,525.40
1839132 647,849.40 6.17 0.0128 8,292.47
1802647 264,000.00 6.22 0.0048 1,267.20
1814557 329,000.00 6.22 0.0048 1,579.20
1829033 260,389.33 6.22 0.0048 1,249.87
1829167 508,319.85 6.22 0.0048 2,439.94
1830030 309,997.31 6.22 0.0048 1,487.99
1830116 477,671.15 6.22 0.0048 2,292.82
1831595 280,074.27 6.22 0.0048 1,344.36
1831604 340,873.31 6.22 0.0048 1,636.19
1831612 243,381.37 6.22 0.0048 1,168.23
1832270 328,514.16 6.22 0.0048 1,576.87
1833706 279,077.56 6.22 0.0048 1,339.57
1834042 150,000.00 6.22 0.0048 720
1834140 460,000.00 6.22 0.0048 2,208.00
1835393 71,762.80 6.22 0.0048 344.46
1836608 385,226.71 6.22 0.0048 1,849.09
1836628 329,806.58 6.22 0.0048 1,583.07
1836649 369,179.74 6.22 0.0048 1,772.06
1836966 258,146.75 6.22 0.0048 1,239.10
1837746 303,000.00 6.22 0.0048 1,454.40
1837808 325,623.72 6.22 0.0048 1,562.99
1838934 594,449.00 6.22 0.0048 2,853.36
1839046 105,650.80 6.22 0.0048 507.12
1839130 429,580.10 6.22 0.0048 2,061.98
1839361 398,682.24 6.22 0.0048 1,913.67
1839804 426,589.99 6.22 0.0048 2,047.63
1839837 342,866.72 6.22 0.0048 1,645.76
1840057 400,000.00 6.22 0.0048 1,920.00
1840060 305,988.62 6.22 0.0048 1,468.75
1840079 280,000.00 6.22 0.0048 1,344.00
1840082 378,748.12 6.22 0.0048 1,817.99
1840087 259,143.45 6.22 0.0048 1,243.89
1840094 396,688.82 6.22 0.0048 1,904.11
1840167 301,005.09 6.22 0.0048 1,444.82
1840170 288,000.00 6.22 0.0048 1,382.40
1840185 993,393.33 6.22 0.0048 4,768.29
1842547 287,250.55 6.22 0.0048 1,378.80
1844217 320,000.00 6.22 0.0048 1,536.00
1844229 193,000.00 6.22 0.0048 926.4
1844236 75,000.00 6.22 0.0048 360
1844316 600,000.00 6.22 0.0048 2,880.00
1846393 128,475.35 6.22 0.0048 616.68
1847051 296,527.91 6.22 0.0048 1,423.33
1847074 572,109.01 6.22 0.0048 2,746.12
1847078 650,000.00 6.22 0.0048 3,120.00
1847169 240,352.97 6.22 0.0048 1,153.69
1847188 394,291.26 6.22 0.0048 1,892.60
1847208 299,011.67 6.22 0.0048 1,435.26
1847230 339,740.52 6.22 0.0048 1,630.75
1848204 963,142.79 6.22 0.0048 4,623.09
1848230 303,995.20 6.22 0.0048 1,459.18
1848234 338,879.90 6.22 0.0048 1,626.62
1848258 414,629.52 6.22 0.0048 1,990.22
1848279 99,670.56 6.22 0.0048 478.42
1848528 270,000.00 6.22 0.0048 1,296.00
1849894 409,000.00 6.22 0.0048 1,963.20
2696756 337,950.00 6.22 0.0048 1,622.16
2699064 388,715.18 6.22 0.0048 1,865.83
2699067 336,388.14 6.22 0.0048 1,614.66
2699068 535,928.59 6.22 0.0048 2,572.46
2699070 276,087.45 6.22 0.0048 1,325.22
2699071 317,949.08 6.22 0.0048 1,526.16
2699074 268,500.00 6.22 0.0048 1,288.80
$31,804,609.38 0.017175763032 $546,268.43
P-1
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[DATE]
BANKERS TRUST COMPANY
3 PARK PLAZA
IRVINE, CALIFORNIA 92614
RE: RESIDENTIAL FUNDING MORTGAGE SECURITIES I,
INC., MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1998-S29
RESIDENTIAL FUNDING CORPORATION, AS THE HOLDER OF A ___% PERCENTAGE
INTEREST OF THE CLASS A-V[-1] 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[-1]
CERTIFICATES SURRENDERED FOR EXCHANGE.
ALL CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE
MEANINGS SET FORTH IN THE POOLING AND SERVICING AGREEMENT, DATED AS OF DECEMBER
1, 1998, AMONG RESIDENTIAL FUNDING MORTGAGE SECURITIES I, INC., RESIDENTIAL
FUNDING CORPORATION AND BANKERS TRUST COMPANY, AS TRUSTEE.
RESIDENTIAL FUNDING CORPORATION
BY:______________________________
NAME:
TITLE:
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