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): June 1, 1998
RESIDENTIAL ACCREDIT LOANS, INC. (as company under a Pooling and Servicing
Agreement dated as of June 1, 1998 providing for, inter alia, the issuance of
Mortgage Asset-Backed Pass-Through Certificates, Series 1998-QS10)
Residential Accredit Loans, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 333-48327 51-0368240
(State or other jurisdiction (Commission) (I.R.S. employer
of incorporation) file number) identification no.)
8400 Normandale Lake Blvd., Suite 600, Minneapolis, MN 55437
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (612) 832-7000
(Former name or former address, if changed since last report)
Exhibit Index located on Page 2
<PAGE>
Items 1 through 6 and Item 8 are not included because they are not applicable.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits (executed copies): The following execution copies
of Exhibits to the Form S-3 Registration Statement of the Registrant are hereby
filed:
Sequentially
Exhibit Numbered
Number Exhibit Page
10.1 Pooling and Servicing Agreement, dated as of June 1, 1998 4
among Residential Accredit Loans, Inc., as company,
Residential Funding Corporation, as master servicer,
and Bankers Trust Company, as trustee.
DOCSNY1:469165.1
<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 ACCREDIT LOANS, INC.
By: /s/Randy Van Zee
Name: Randy Van Zee
Title: Vice President
Dated: June 29, 1998
<PAGE>
Exhibit 10.1
Pooling and Servicing Agreement, dated as of June 1, 1998 among
Residential Accredit Loans, Inc., as company, Residential Funding Corporation,
as master servicer, and Bankers Trust Company, as trustee.
<PAGE>
EXECUTION COPY
RESIDENTIAL ACCREDIT LOANS, INC.,
Company,
RESIDENTIAL FUNDING CORPORATION,
Master Servicer,
and
BANKERS TRUST COMPANY,
Trustee
POOLING AND SERVICING AGREEMENT
Dated as of June 1, 1998
Mortgage Asset-Backed Pass-Through Certificates
Series 1998-QS10
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS . . . . . . . . . . . . . . . . . . . .2
Accrued Certificate Interest . . . . . . . . . . . . . . . . . . . . . . 2
Addendum and Assignment Agreement. . . . . . . . . . . . . . . . . . . . 3
Additional Collateral. . . . . . . . . . . . . . . . . . . . . . . . . . 3
Additional Collateral Loan . . . . . . . . . . . . . . . . . . . . . . . 3
Adjusted Mortgage Rate . . . . . . . . . . . . . . . . . . . . . . . . . 3
Advance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Affiliate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Amount Held for Future Distribution. . . . . . . . . . . . . . . . . . . 4
Appraised Value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Assignment Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Assignment of Proprietary Lease. . . . . . . . . . . . . . . . . . . . . 4
Available Distribution Amount. . . . . . . . . . . . . . . . . . . . . . 4
Bankruptcy Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Bankruptcy Code. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Bankruptcy Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Book-Entry Certificate . . . . . . . . . . . . . . . . . . . . . . . . . 6
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Buydown Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Buydown Mortgage Loan. . . . . . . . . . . . . . . . . . . . . . . . . . 6
Cash Liquidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Certificate Account. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Certificate Account Deposit Date . . . . . . . . . . . . . . . . . . . . 7
Certificateholder or Holder. . . . . . . . . . . . . . . . . . . . . . . 7
Certificate Owner. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Certificate Principal Balance. . . . . . . . . . . . . . . . . . . . . . 7
Certificate Register and Certificate Registrar . . . . . . . . . . . . . 8
Class. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Class A Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Class A-11 Collection Shortfall. . . . . . . . . . . . . . . . . . . . . 8
Class A-11 Principal Distribution Amount . . . . . . . . . . . . . . . . 8
Class A-12 Certificates. . . . . . . . . . . . . . . . . . . . . . . . . 8
Class A-12 Notional Amount . . . . . . . . . . . . . . . . . . . . . . . 8
Class B Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Class B Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Class B-1 Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Class B-1 Prepayment Distribution Trigger. . . . . . . . . . . . . . . . 9
Class B-2 Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Class B-2 Prepayment Distribution Trigger. . . . . . . . . . . . . . . . 9
Class B-3 Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Class B-3 Prepayment Distribution Trigger. . . . . . . . . . . . . . . . 9
Class M Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Class M Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Class M-1 Percentage . . . . . . . . . . . . . . . . . . . . . . . . . .10
Class M-2 Percentage . . . . . . . . . . . . . . . . . . . . . . . . . .10
Class M-2 Prepayment Distribution Trigger. . . . . . . . . . . . . . . .10
Class M-3 Percentage . . . . . . . . . . . . . . . . . . . . . . . . . .10
Class M-3 Prepayment Distribution Trigger. . . . . . . . . . . . . . . .10
Class R Certificate. . . . . . . . . . . . . . . . . . . . . . . . . . .10
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
Compensating Interest. . . . . . . . . . . . . . . . . . . . . . . . . .11
Cooperative. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Cooperative Apartment. . . . . . . . . . . . . . . . . . . . . . . . . .11
Cooperative Lease. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Cooperative Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Cooperative Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . .11
Cooperative Stock Certificate. . . . . . . . . . . . . . . . . . . . . .11
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . .11
Credit Support Depletion Date. . . . . . . . . . . . . . . . . . . . . .11
Curtailment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Custodial Account. . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Custodial Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . .12
Custodian. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Cut-off Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Cut-off Date Principal Balance . . . . . . . . . . . . . . . . . . . . .12
Debt Service Reduction . . . . . . . . . . . . . . . . . . . . . . . . .12
Deficient Valuation. . . . . . . . . . . . . . . . . . . . . . . . . . .12
Definitive Certificate . . . . . . . . . . . . . . . . . . . . . . . . .12
Deleted Mortgage Loan. . . . . . . . . . . . . . . . . . . . . . . . . .12
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
Depository Participant . . . . . . . . . . . . . . . . . . . . . . . . .12
Destroyed Mortgage Note. . . . . . . . . . . . . . . . . . . . . . . . .13
Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Discount Fraction. . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Discount Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . . . .13
Disqualified Organization. . . . . . . . . . . . . . . . . . . . . . . .13
Distribution Date. . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Due Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .13
Due Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Eligible Account . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Eligible Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Excess Bankruptcy Loss . . . . . . . . . . . . . . . . . . . . . . . . .14
Excess Fraud Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . .14
Excess Special Hazard Loss . . . . . . . . . . . . . . . . . . . . . . .14
Excess Subordinate Principal Amount. . . . . . . . . . . . . . . . . . .15
Extraordinary Events . . . . . . . . . . . . . . . . . . . . . . . . . .15
Extraordinary Losses . . . . . . . . . . . . . . . . . . . . . . . . . .15
FASIT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
FHLMC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Final Distribution Date. . . . . . . . . . . . . . . . . . . . . . . . .16
Fitch IBCA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
FNMA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Foreclosure Profits. . . . . . . . . . . . . . . . . . . . . . . . . . .16
Fraud Loss Amount. . . . . . . . . . . . . . . . . . . . . . . . . . . .16
Fraud Losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Independent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Initial Certificate Principal Balance. . . . . . . . . . . . . . . . . .17
Initial Class A-12 Notional Amount . . . . . . . . . . . . . . . . . . .17
Initial Monthly Payment Fund . . . . . . . . . . . . . . . . . . . . . .17
Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Insurer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Interest Accrual Period. . . . . . . . . . . . . . . . . . . . . . . . .17
International Borrower . . . . . . . . . . . . . . . . . . . . . . . . .17
Late Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . .17
Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . .17
Loan-to-Value Ratio. . . . . . . . . . . . . . . . . . . . . . . . . . .18
Maturity Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
MLCC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Mortgaged Property . . . . . . . . . . . . . . . . . . . . . . . . . . .20
Mortgagor. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
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
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. . . . . . . . . . . . . . . . . . . . .24
Prepayment Interest Shortfall. . . . . . . . . . . . . . . . . . . . . .25
Prepayment Lockout Percentage. . . . . . . . . . . . . . . . . . . . . .25
Prepayment Period. . . . . . . . . . . . . . . . . . . . . . . . . . . .25
Primary Insurance Policy . . . . . . . . . . . . . . . . . . . . . . . .25
Principal Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . .25
Principal Prepayment in Full . . . . . . . . . . . . . . . . . . . . . .25
Program Guide. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
Qualified Substitute Mortgage Loan . . . . . . . . . . . . . . . . . . .25
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
Seller's Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . .29
Senior Accelerated Distribution Percentage . . . . . . . . . . . . . . .29
Senior Percentage. . . . . . . . . . . . . . . . . . . . . . . . . . . .30
Senior Principal Distribution Amount . . . . . . . . . . . . . . . . . .31
Servicing Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . .31
Servicing Advances . . . . . . . . . . . . . . . . . . . . . . . . . . .31
Servicing Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
Servicing Modification . . . . . . . . . . . . . . . . . . . . . . . . .31
Servicing Officer. . . . . . . . . . . . . . . . . . . . . . . . . . . .31
Special Hazard Amount. . . . . . . . . . . . . . . . . . . . . . . . . .31
Special Hazard Loss. . . . . . . . . . . . . . . . . . . . . . . . . . .32
Standard & Poor's. . . . . . . . . . . . . . . . . . . . . . . . . . . .32
Stated Principal Balance . . . . . . . . . . . . . . . . . . . . . . . .32
Subclass . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
Subclass Notional Amount . . . . . . . . . . . . . . . . . . . . . . . .33
Subordinate Percentage . . . . . . . . . . . . . . . . . . . . . . . . .33
Subordinate Principal Distribution Amount. . . . . . . . . . . . . . . .33
Subserviced Mortgage Loan. . . . . . . . . . . . . . . . . . . . . . . .33
Subservicer. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33
Subservicer Advance. . . . . . . . . . . . . . . . . . . . . . . . . . .34
Subservicing Account . . . . . . . . . . . . . . . . . . . . . . . . . .34
Subservicing Agreement . . . . . . . . . . . . . . . . . . . . . . . . .34
Subservicing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
Surety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
Surety Bond. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
Tax Returns. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
Transferee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34
Transferor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
Uncertificated REMIC Regular Interests . . . . . . . . . . . . . . . . .35
Uniform Single Attestation Program for Mortgage Bankers. . . . . . . . .35
Uninsured Cause. . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
United States Person . . . . . . . . . . . . . . . . . . . . . . . . . .35
Voting Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
ARTICLE II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . 37
Section 2.01.Conveyance of Mortgage Loans . . . . . . . . .37
Section 2.02.Acceptance by Trustee . . . . . . . . . . . . .41
Section 2.03.Representations, Warranties and Covenants of the
Master Servicer and the Company . . . . . . . . . . . . . .43
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 . . . . . .49
Section 3.01.Master Servicer to Act as Servicer . . . . . . . . .49
Section 3.02.Subservicing Agreements Between Master Servicer and
Subservicers; Enforcement ofSubservicers' and Sellers'
Obligations . . . . . . . . . . . . . . . . . . . . .50
Section 3.03.Successor Subservicers . . . . . . . . . . . .51
Section 3.04.Liability of the Master Servicer . . . . . . .51
Section 3.05.No Contractual Relationship Between Subservicer and Trustee
or Certificateholders. . . . . . . . . . . . . . . . .51
Section 3.06.Assumption or Termination of Subservicing Agreements
by Trustee . . . . . . . . .. . . . . . . . . . .52
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 . . . . . . . . . . . . . . . . . . .66
Section 3.17.Reports to the Trustee and the Company . . . . . . . .67
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 . . . . . . . . . . . . . . . . . . . .68
Section 3.21.Administration of Buydown Funds . . . . . . . . .69
ARTICLE IV PAYMENTS TO CERTIFICATEHOLDERS . . . . . . . . . . . . .70
Section 4.01.Certificate Account . . . . . . . . . . . . . . .70
Section 4.02.Distributions . . . . . . . . . . . . . . . . . .70
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
Section 4.08.Surety Bond . . . . . . . . . . . . . . . . . . 84
ARTICLE V THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . 86
Section 5.01.The Certificates . . . . . . . . . . . . . . . 86
Section 5.02.Registration of Transfer and Exchange of Certificates. 88
Section 5.03.Mutilated, Destroyed, Lost or Stolen Certificates. . . 93
Section 5.04.Persons Deemed Owners . . . . . . . . . . . . . 93
Section 5.05.Appointment of Paying Agent . . . . . . . . . . 93
Section 5.06.Optional Purchase of Certificates . . . . . . . 94
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 . . .97
ARTICLE VII DEFAULT . . . . . . . . . . . . . . . . . . . . . . .99
Section 7.01.Events of Default . . . . . . . . . . . . . . .99
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 . . . . . . . . . .102
ARTICLE VIII CONCERNING THE TRUSTEE . . . . . . . . . . . . . . .103
Section 8.01.Duties of Trustee . . . . . . . . . . . . . . .103
Section 8.02.Certain Matters Affecting the Trustee . . . . .104
Section 8.03.Trustee Not Liable for Certificates or Mortgage
Loans. . . . . . . . . . . . . . . . . . . . . . . 106
Section 8.04.Trustee May Own Certificates . . . . . . . . .106
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
Section 8.08.Successor Trustee . . . . . . . . . . . . . . .108
Section 8.09.Merger or Consolidation of Trustee . . . . . .109
Section 8.10.Appointment of Co-Trustee or Separate Trustee .109
Section 8.11.Appointment of Custodians . . . . . . . . . . .110
Section 8.11.Appointment of Office or Agency . . . . . . . . . . .110
ARTICLE IX TERMINATION . . . . . . . . . . . . . . . . . . . . . .112
Section 9.01.Termination Upon Purchase by the Master Servicer or
the Company or Liquidation of All Mortgage Loans. . 112
Section 9.02.Additional Termination Requirements . . . . . .114
ARTICLE X REMIC PROVISIONS . . . . . . . . . . . . . . . . . . . .116
Section 10.01.REMIC Administration . . . . . . . . . . . . .116
Section 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification . . . . . . . . . . . . . . . . . 119
ARTICLE XI MiSCELLANEOUS PROVISIONS . . . . . . . . . . . . . .121
Section 11.01.Amendment . . . . . . . . . . . . . . . . . .121
Section 11.02.Recordation of Agreement; Counterparts . . . .123
Section 11.03.Limitation on Rights of Certificateholders . .123
Section 11.04.Governing Law . . . . . . . . . . . . . . . .124
Section 11.05.Notices . . . . . . . . . . . . . . . . . . .124
Section 11.06.Notices to Rating Agency . . . . . . . . . . .125
Section 11.07.Severability of Provisions . . . . . . . . . .126
EXHIBITS
Exhibit A: Form of Class A Certificate
Exhibit B: Form of Class M Certificate
Exhibit C: Form of Class B Certificate
Exhibit D: Form of Class R Certificate
Exhibit E: Form of Custodial Agreement
Exhibit F: Mortgage Loan Schedule
Exhibit G: Form of Seller/Servicer Contract
Exhibit H: Forms of Request for Release
Exhibit I-1: Form of Transfer Affidavit and Agreement
Exhibit I-2: Form of Transferor Certificate
Exhibit J: Form of Investor Representation Letter
Exhibit K: Form of Transferor Representation Letter
Exhibit L: Form of Rule 144A Investment Representation Letter
Exhibit M: Text of Amendment to Pooling and Servicing Agreement Pursuant to
Section11.01(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: Request for Exchange Form
<PAGE>
This is a Pooling and Servicing Agreement, dated as of June 1, 1998,
among RESIDENTIAL ACCREDIT LOANS, 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, as Trustee (together
with its permitted successors and assigns, the "Trustee").
PRELIMINARY STATEMENT:
The Company intends to sell mortgage pass-through certificates
(collectively, the "Certificates"), to be issued hereunder in multiple classes,
which in the aggregate will evidence the entire beneficial ownership interest in
the Mortgage Loans (as defined herein). As provided herein, the Master Servicer
will make an election to treat the entire segregated pool of assets described in
the definition of 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.
The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7,
Class A-8, Class A-9, Class A-10, Class A-11, Class M-1, Class M-2, Class M-3,
Class B-1, Class B-2 and Class B-3 Certificates and the Uncertificated REMIC
Regular Interests (as defined herein), the rights in and to which will be
initially represented by the Class A-12 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.
<PAGE>
<TABLE>
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.
<CAPTION>
Designation Pass-Through Aggregate Initial Features Maturity Standard Fitch
Rate Certificate Date & Poor's IBCA
Principal
<S> <C> <C> <C> <C> <C> <C>
Balance
Class A-1 6.75% $ 25,000,000.00 Senior June 25 2028 AAA AAA
Class A-2 6.75% $ 29,011,000.00 Senior June 25 2028 AAA AAA
Class A-3 6.75% $ 12,434,000.00 Senior June 25 2028 AAA AAA
Class A-4 6.75% $ 17,404,000.00 Senior June 25 2028 AAA AAA
Class A-5 6.75% $ 7,831,000.00 Senior June 25 2028 AAA AAA
Class A-6 6.75% $ 13,853,000.00 Senior June 25 2028 AAA AAA
Class A-7 6.75% $ 14,886,000.00 Senior June 25 2028 AAA AAA
Class A-8 6.75% $ 8,409,000.00 Senior June 25 2028 AAA AAA
Class A-9 6.75% $ 5,000,000.00 Senior June 25 2028 AAA AAA
Class A-10 6.75% $ 16,186,000.00 Prepayment Lockout/Senior June 25 2028 AAA AAA
Class A-11 0.00% $ 10,998.00 Principal Only/Senior June 25 2028 AAAr AAA
Class A-12 Variable Rate $ 0.00 Variable Strip/Interest Only/ June 25 2028 AAAr AAA
Senior
Class R 6.75% $ 100.00 Residual/Senior June 25 2028 AAA AAA
Class M-1 6.75% $ 4,827,000.00 Mezzanine June 25 2028 N/A AA
Class M-2 6.75% $ 2,011,300.00 Mezzanine June 25 2028 N/A A
Class M-3 6.75% $ 2,011,300.00 Mezzanine June 25 2028 N/A BBB
Class B-1 6.75% $ 884,900.00 Subordinate June 25 2028 N/A BB
Class B-2 6.75% $ 482,700.00 Subordinate June 25 2028 N/A B
Class B-3 6.75% $ 643,577.01 Subordinate June 25 2028 N/A N/A
</TABLE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance
equal to $160,885,875.01. The Mortgage Loans are fixed-rate first lien mortgage
loans having terms to maturity at origination or modification of not more than
30 years.
In consideration of the mutual agreements herein contained, the
Company, the Master Servicer and the Trustee agree as follows:
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest With respect to each Distribution Date, as to
any Class A
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<PAGE>
Certificate (other than the Class A-11 Certificates and Class A-12
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-12 Certificates in the aggregate, interest accrued
during the related Interest Accrual Period at the related Pass-Through Rate on
the Class A-12 Notional Amount. With respect to each Distribution Date, as to
any Subclass of Class A-12 Certificates, interest accrued during the related
Interest Accrual Period at the related Pass-Through Rate on the Subclass
Notional Amount. Accrued Certificate Interest will be calculated on the basis of
a 360-day year, consisting of twelve 30-day months. In each case Accrued
Certificate Interest on any Class of Certificates will be reduced by the amount
of (i) Prepayment Interest Shortfalls (to the extent not offset by the Master
Servicer with a payment of Compensating Interest as provided in Section 4.01),
(ii) the interest portion (adjusted to the Net Mortgage Rate or the Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan)) of Realized Losses
(including Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses and Extraordinary Losses) not allocated solely to one or more specific
Classes of Certificates pursuant to Section 4.05, (iii) the interest portion of
Advances previously made with respect to a Mortgage Loan or REO Property which
remained unreimbursed following the Cash Liquidation or REO Disposition of such
Mortgage Loan or REO Property that were made with respect to delinquencies that
were ultimately determined to be Excess Special Hazard Losses, Excess Fraud
Losses, Excess Bankruptcy Losses or Extraordinary Losses and (iv) any other
interest shortfalls not covered by the subordination provided by the Class M
Certificates and Class B Certificates, including interest that is not
collectible from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations as in
effect from time to time, with all such reductions allocated among all of the
Certificates in proportion to their respective amounts of Accrued Certificate
Interest payable on such Distribution Date which would have resulted absent such
reductions. Any portion of the reductions described in the immediately preceding
sentence that are allocated to the Class A-12 Certificates shall be allocated
among the Subclasses thereof, if any, in proportion to their respective amounts
of Accrued Certificate Interest payable on such Distribution Date which would
have resulted absent such reductions. In addition to that portion of the
reductions described in the second preceding sentence that are allocated to any
Class of Class B Certificates or any Class of Class M Certificates, Accrued
Certificate Interest on such Class of Class B Certificates or such Class of
Class M Certificates will be reduced by the interest portion (adjusted to the
Net Mortgage Rate) of Realized Losses that are allocated solely to such Class of
Class B Certificates or such Class of Class M Certificates pursuant to Section
4.05.
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: With respect to any Mortgage 100SM Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100SM Loan and any related collateral. With respect to any Parent
PowerSM Loan, the third-party guarantee for such Parent PowerSM Loan, together
with (i) any marketable securities held from time to time as security for the
performance of such guarantee and any related collateral or (ii) any
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<PAGE>
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.
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
4
<PAGE>
Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated June
29, 1998, between Residential Funding and the Company relating to the transfer
and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount equal
to (a) the sum of (i) the amount on deposit in the Custodial Account as of the
close of business on the immediately preceding Determination Date and amounts
deposited in the Custodial Account in connection with the substitution of
Qualified Substitute Mortgage Loans, (ii) the amount of any Advance made on the
immediately preceding Certificate Account Deposit Date, (iii) any amount
deposited in the Certificate Account on the related Certificate Account Deposit
Date pursuant to the second paragraph of Section 3.12(a), (iv) any amount
deposited in the Certificate Account pursuant to Section 4.07, (v) any amount
that the Master Servicer is not permitted to withdraw from the Custodial Account
or the Certificate Account pursuant to Section 3.16(e) and (vi) any amount
received by the Trustee pursuant to the Surety Bond in respect of such
Distribution Date, reduced by (b) the sum as of the close of business on the
immediately preceding Determination Date of (w) aggregate Foreclosure Profits,
(x) the Amount Held for Future Distribution, and (y) amounts permitted to be
withdrawn by the Master Servicer from the Custodial Account in respect of the
Mortgage Loans pursuant to clauses (ii)-(x), inclusive, of Section 3.10(a).
Bankruptcy Amount: As of any date of determination prior to the first
anniversary of the Cut-off Date, an amount equal to the excess, if any, of (A)
$132,896 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05. As
of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of (1) the lesser of (a) the
Bankruptcy Amount calculated as of the close of business on the Business Day
immediately preceding the most recent anniversary of the Cut-off Date coinciding
with or preceding such date of determination (or, if such date of determination
is an anniversary of the Cut-off Date, the Business Day immediately preceding
such date of determination) (for purposes of this definition, the "Relevant
Anniversary") and (b) the greater of
(A) the greater of (i) 0.0006 times the aggregate principal
balance of all the Mortgage Loans in the Mortgage Pool as of the
Relevant Anniversary (other than Additional Collateral Loans) having a
Loan-to-Value Ratio at origination which exceeds 75% and (ii) $100,000;
and (B) the greater of (i) the product of (x) an amount equal to the
largest difference in the related Monthly Payment for any Non-Primary
Residence Loan remaining in the Mortgage Pool (other than Additional
Collateral Loans) which had an original Loan-to-Value Ratio of 80% or
greater that would result if the Net Mortgage Rate thereof was equal to
the weighted average (based on the principal balance of the Mortgage
Loans as of the Relevant Anniversary) of the Net Mortgage Rates of all
Mortgage Loans as of the Relevant Anniversary less 1.25% per annum, (y)
a number
5
<PAGE>
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 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
6
<PAGE>
interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
Certificate: Any Class A Certificate, Class M Certificate, Class B
Certificate or Class R Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bankers Trust
Company, as trustee, in trust for the registered holders of Residential Accredit
Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 1998-QS10"
and which must be an Eligible Account.
Certificate Account Deposit Date: As to any Distribution Date, the Business
Day prior thereto.
Certificateholder or Holder: The Person in whose name a Certificate is
registered in the Certificate Register, except that neither a Disqualified
Organization nor a Non-United States Person shall be a holder of a Class R
Certificate for purposes hereof and, solely for the purpose of giving any
consent or direction pursuant to this Agreement, any Certificate, other than a
Class R Certificate, registered in the name of the Company, the Master Servicer
or any Subservicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person who
is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Class A Certificate
(other than any Class A-12 Certificate) and Class R Certificate, on any date of
determination, an amount equal to (i) the Initial Certificate Principal Balance
of such Certificate as specified on the face thereof, minus (ii) the sum of (x)
the aggregate of all amounts previously distributed with respect to such
Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were
7
<PAGE>
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05. With respect to each Class M Certificate, on any date
of determination, an amount equal to (i) the Initial Certificate Principal
Balance of such Class M Certificate as specified on the face thereof, minus (ii)
the sum of (x) the aggregate of all amounts previously distributed with respect
to such Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that if the Certificate Principal Balances of the Class B Certificates
have been reduced to zero, the Certificate Principal Balance of each Class M
Certificate of those Class M Certificates outstanding with the highest numerical
designation at any given time shall thereafter be calculated to equal the
Percentage Interest evidenced by such Certificate times the excess, if any, of
(A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B)
the then aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. With respect to each Class B Certificate, on any
date of determination, an amount equal to (i) the Initial Certificate Princpal
Balance of such Class B Certificate as specified on the face thereof, minus (ii)
the sum of (x) the aggregate of all amounts previously distributed with respect
to such Certificate (or any predecessor Certificate) and applied to reduce the
Certificate Principal Balance thereof pursuant to Section 4.02(a) and (y) the
aggregate of all reductions in Certificate Principal Balance deemed to have
occurred in connection with Realized Losses which were previously allocated to
such Certificate (or any predecessor Certificate) pursuant to Section 4.05;
provided, that the Certificate Principal Balance of each Class B Certificate of
those Class B Certificates outstanding with the highest numerical designation at
any given time shall be calculated to equal the Percentage Interest evidenced by
such Certificate times the excess, if any, of (A) the then aggregate Stated
Principal Balance of the Mortgage Loans over (B) the then aggregate Certificate
Principal Balance of all other Classes of Certificates then outstanding. The
Class A-12 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-12 Certificates and any Subclass thereof issued pursuant to
Section 5.01(c) shall be a single Class for purposes of this Agreement.
Class A Certificate: Any one of the Class A-1, Class A-2, Class A-3, Class
A-4, Class A- 5, Class A-6, Class A-7, Class A-8, Class A-9, Class A-10, Class
A-11 or Class A-12 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-12 Certificates) evidencing an
interest designated as a "regular interest" in the REMIC for purposes of the
REMIC Provisions. The Class A-12 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-12 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-12 Certificates pursuant to said Section.
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Class A-11 Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class A-11 Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class A-12 Certificates: The Class A Certificates designated as Class A-12
Certificates, including any Subclass thereof.
Class A-12 Notional Amount: As of any Distribution Date, with respect to
the Class A- 12 Certificates, the aggregate Stated Principal Balance of the
Mortgage Loans immediately prior to such Distribution 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 1.25%.
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
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all of the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.70%.
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 0.40%.
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
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to 3.75%.
Class M-3 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M- 3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-3 Prepayment Distribution Trigger: With respect to any Distribution
Date, a test that shall be satisfied if the fraction (expressed as a percentage)
equal to the sum of the Certificate Principal Balances of the Class M-3
Certificates, Class B-1 Certificates, Class B-2 Certificates and Class B-3
Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 2.50%.
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: June 29, 1998.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation organized under the
laws of, and headquartered in, the State of New York which owns or leases land
and all or part of a building or buildings located in the State of New York,
including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
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Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
Cooperative Loans: Any of the Mortgage Loans made in respect of a
Cooperative Apartment, evidenced by a Mortgage Note and secured by (i) a
Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) an
assignment of the Cooperative Lease, (iv) financing statements and (v) a stock
power (or other similar instrument), and ancillary thereto, a recognition
agreement between the Cooperative and the originator of the Cooperative Loan,
each of which was transferred and assigned to the Trustee pursuant to Section
2.01 and are from time to time held as part of the Trust Fund.
Cooperative Stock: With respect to a Cooperative Loan, the single
outstanding class of stock, partnership interest or other ownership instrument
in the related Cooperative.
Cooperative Stock Certificate: With respect to a Cooperative Loan, the
stock certificate or other instrument evidencing the related Cooperative Stock.
Corporate Trust Office: The principal office of the Trustee at which at any
particular time its corporate trust business with respect to this Agreement
shall be administered, which office at the date of the execution of this
instrument is located at Four Albany Street, New York, New York 10006,
Attention: Residential Funding Corporation Series 1998-QS10.
Credit Support Depletion Date: The first Distribution Date on which the
Certificate Principal Balances of the Class M Certificates and Class B
Certificates have been reduced to zero.
Curtailment: Any Principal Prepayment made by a Mortgagor which is not a
Principal Prepayment in Full.
Custodial Account: The custodial account or accounts created and maintained
pursuant to Section 3.07 in the name of a depository institution, as custodian
for the holders of the Certificates, for the holders of certain other interests
in mortgage loans serviced or sold by the Master Servicer and for the Master
Servicer, into which the amounts set forth in Section 3.07 shall be deposited
directly. Any such account or accounts shall be an Eligible Account.
Custodial Agreement: An agreement that may be entered into among the
Company, the Master Servicer, the Trustee and a Custodian in substantially the
form of Exhibit E hereto.
Custodian: A custodian appointed pursuant to a Custodial Agreement.
Cut-off Date: June 1, 1998.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
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Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of principal, which valuation
or reduction results from a proceeding under the Bankruptcy Code.
Definitive Certificate: Any definitive, fully registered Certificate.
Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with a
Qualified Substitute Mortgage Loan.
Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(a)(5) of the Uniform Commercial Code of the State of New York and
a "clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934, as amended.
Depository Participant: A broker, dealer, bank or other financial
institution or other Person for whom from time to time a Depository effects
book-entry transfers and pledges of securities deposited with the Depository.
Destroyed Mortgage Note: A Mortgage Note the original of which was
permanently lost or destroyed and has not been replaced.
Determination Date: With respect to any Distribution Date, the 20th day (or
if such 20th day is not a Business Day, the Business Day immediately following
such 20th day) of the month of the related Distribution Date.
Discount Fraction: With respect to each Discount Mortgage Loan, the
fraction expressed as a percentage, the numerator of which is 6.75% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 6.75%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than 6.75% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
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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. A
Disqualified Organization also includes any "electing large partnership," as
defined in Section 775(a) of the Code and 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
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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 writing by each Rating Agency that use of
any such account as the Custodial Account or the Certificate Account will not
reduce the rating assigned to any Class of Certificates by such Rating Agency
below the lower of the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency).
Eligible Funds: On any Distribution Date, the portion, if any, of the
Available Distribution Amount remaining after reduction by the sum of (I) the
aggregate amount of Accrued Certificate Interest on the Class A Certificates and
Class R Certificates, (ii) the Senior Principal Distribution Amount (determined
without regard to Section 4.02(a)(ii)(Y)(D) hereof), (iii) the Class A-11
Principal Distribution Amount (determined without regard to Section
4.02(b)(i)(E) hereof) and (iv) the aggregate amount of Accrued Certificate
Interest on the Class M, Class B-1 and Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then applicable Bankruptcy Amount.
Excess Fraud Loss: Any Fraud Loss, or portion thereof, which exceeds the
then applicable Fraud Loss Amount.
Excess Special Hazard Loss: Any Special Hazard Loss, or portion thereof,
that exceeds the then applicable Special Hazard Amount.
Excess Subordinate Principal Amount: With respect to any Distribution Date
on which the Certificate Principal Balance of the most subordinate class or
classes of Certificates (as established in Section 4.05 hereof) then outstanding
is to be reduced to zero and on which Realized Losses are to be allocated to
such class or classes, the excess, if any, of (i) the amount that would
otherwise be distributable in respect of principal on such class or classes of
Certificates on such Distribution Date over (ii) the excess, if any, of the
Certificate Principal Balance of such class or classes of Certificates
immediately prior to such Distribution Date over the aggregate amount of
Realized Losses to be allocated to such classes of Certificates on such
Distribution Date as reduced by any amount calculated pursuant to Section
4.02(b)(i)(E).
Extraordinary Events: Any of the following conditions with respect to a
Mortgaged Property (or, with respect to a Cooperative Loan, the Cooperative
Apartment) or Mortgage Loan causing or resulting in a loss which causes the
liquidation of such Mortgage Loan:
(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;
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(b) nuclear reaction or nuclear radiation or radioactive
contamination, all whether controlled or uncontrolled, and whether such
loss be direct or indirect, proximate or remote or be in whole or in part
caused by, contributed to or aggravated by a peril covered by the
definition of the term "Special Hazard Loss";
(c) hostile or warlike action in time of peace or war, including
action in hindering, combatting or defending against an actual, impending
or expected attack:
1. by any government or sovereign power, de jure or de facto, or by
any authority maintaining or using military, naval or air forces;
or
2. by military, naval or air forces; or
3. by an agent of any such government, power, authority or forces;
(d) A 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, combatting or
defending against such an occurrence, seizure or destruction under
quarantine or customs regulations, confiscation by order of any government
or public authority; or risks of contraband or illegal transportation or
trade.
Extraordinary Losses: Any loss incurred on a Mortgage Loan caused by or
resulting from an Extraordinary Event.
FASIT: A "financial asset securitization investment trust" within the
meaning of Section 860L of the Code.
FDIC: Federal Deposit Insurance Corporation or any successor thereto.
FHLMC: Federal Home Loan Mortgage Corporation, a corporate instrumentality
of the United States created and existing under Title III of the Emergency Home
Finance Act of 1970, as amended, or any successor thereto.
Final Distribution Date: The Distribution Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
9.01, which Final Distribution Date shall in no event be later than the end of
the 90-day liquidation period described in Section 9.02.
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.
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Foreclosure Profits: As to any Distribution Date or related Determination
Date and any Mortgage Loan, the excess, if any, of Liquidation Proceeds,
Insurance Proceeds and REO Proceeds (net of all amounts reimbursable therefrom
pursuant to Section 3.10(a)(ii)) in respect of each Mortgage Loan or REO
Property for which a Cash Liquidation or REO Disposition occurred in the related
Prepayment Period over the sum of the unpaid principal balance of such Mortgage
Loan or REO Property (determined, in the case of an REO Disposition, in
accordance with Section 3.14) plus accrued and unpaid interest at the Mortgage
Rate on such unpaid principal balance from the Due Date to which interest was
last paid by the Mortgagor to the first day of the month following the month in
which such Cash Liquidation or REO Disposition occurred.
Fraud Loss Amount: As of any date of determination after the Cut-off Date,
an amount equal to: (X) prior to the first anniversary of the Cut-off Date an
amount equal to 2.00% 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 first 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) 1.00% 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.
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Initial Class A-12 Notional Amount: With respect to any Class A-12
Certificate, the Cutoff Date Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-12 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, 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.
International Borrower: In connection with any Mortgage Loan, a borrower
who is (a) a United States citizen employed in a foreign country, (b) a
non-permanent resident alien employed in the United States or (c) a citizen of a
country other than the United States with income derived from sources outside
the United States.
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-12 Certificates which have no Certificate Principal Balance)
representing a regular interest in the REMIC would be reduced to zero, which is
June 25, 2028, the Distribution Date immediately following the latest scheduled
maturity date of any Mortgage Loan. The latest possible Maturity Date for each
Uncertificated REMIC Regular
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Interest is June 25, 2028, which is the Distribution Date immediately following
the latest scheduled maturity date of any Mortgage Loan.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that has been the
subject of a Servicing Modification, the Net Mortgage Rate minus the rate per
annum by which the Mortgage Rate on such Mortgage Loan was reduced.
Monthly Payment: With respect to any Mortgage Loan (including any REO
Property) and any Due Date, the payment of principal and interest due thereon in
accordance with the amortization schedule at the time applicable thereto (after
adjustment, if any, for Curtailments and for Deficient Valuations occurring
prior to such Due Date but before any adjustment to such amortization schedule
by reason of any bankruptcy, other than a Deficient Valuation, or similar
proceeding or any moratorium or similar waiver or grace period and before any
Servicing Modification that constitutes a reduction of the interest rate on such
Mortgage Loan).
Moody's: Moody's Investors Service, Inc., or its successor in interest.
Mortgage: With respect to each Mortgage Note related to a Mortgage Loan
which is not a Cooperative Loan, the mortgage, deed of trust or other comparable
instrument creating a first lien on an estate in fee simple or leasehold
interest in real property securing a Mortgage Note.
Mortgage 100SM Loan: A Mortgage Loan that has a Loan-to-Value Ratio at
origination in excess of 80.00% and that is secured by Additional Collateral and
does not have a Primary Mortgage 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");
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(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
(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.
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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, 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.
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
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Mortgage Insurance Policy.
Pass-Through Rate: With respect to the Class A Certificates (other than the
Class A-11 Certificates and Class A-12 Certificates), Class M Certificates,
Class B Certificates and Class R Certificates and any Distribution Date, the per
annum rates set forth in the Preliminary Statement hereto. With respect to the
Class A-12 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-12 Certificates and the initial Distribution Date, the
Pass-Through Rate is equal to 1.0310% per annum. With respect to any Subclass of
Class A-12 Certificates and any Distribution Date, a rate equal to the weighted
average, expressed as a percentage, of the Pool Strip Rates of all Mortgage
Loans corresponding to the Uncertificated REMIC 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-11 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-12
Notional Amount thereof (in the case of any Class A-12 Certificate) divided by
the aggregate Initial Certificate Principal Balance or the aggregate of the
Initial Class A-12 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
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one month from the date of acquisition thereof, provided that the unsecured
obligations of the party agreeing to repurchase such obligations are at the
time rated by each Rating Agency in its highest short-term rating
available;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an original
maturity of not more than 90 days and, in the case of bankers' acceptances,
shall in no event have an original maturity of more than 365 days or a
remaining maturity of more than 30 days) denominated in United States
dollars of any U.S. depository institution or trust company incorporated
under the laws of the United States or any state thereof or of any domestic
branch of a foreign depository institution or trust company; provided that
the debt obligations of such depository institution or trust company (or,
if the only Rating Agency is Standard & Poor's, in the case of the
principal depository institution in a depository institution holding
company, debt obligations of the depository institution holding company) at
the date of acquisition thereof have been rated by each Rating Agency in
its highest short-term rating available; and provided further that, if the
only Rating Agency is Standard & Poor's and if the depository or trust
company is a principal subsidiary of a bank holding company and the debt
obligations of such subsidiary are not separately rated, the applicable
rating shall be that of the bank holding company; and, provided further
that, if the original maturity of such short-term obligations of a domestic
branch of a foreign depository institution or trust company shall exceed 30
days, the short-term rating of such institution shall be A- 1+ in the case
of Standard & Poor's if Standard & Poor's is the Rating Agency;
(iv) commercial paper and demand notes (having original maturities of
not more than 365 days) of any corporation incorporated under the laws of
the United States or any state thereof which on the date of acquisition has
been rated by each Rating Agency in its highest short-term rating
available; provided that such commercial paper and demand notes shall have
a remaining maturity of not more than 30 days;
(v) a money market fund or a qualified investment fund rated by each
Rating Agency in its highest long-term rating available; and
(vii) 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 and Fitch IBCA
and Aaa in the case of Moody's, and references
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herein to the highest rating available on unsecured commercial paper and
short-term debt obligations shall mean A-1 in the case of Standard & Poor's, P-1
in the case of Moody's and either A-1 by Standard & Poor's, P-1 by Standard &
Poor'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.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate equal
to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b) 6.75%
per annum (but not less than 0.00%).
Prepayment Assumption: The prepayment assumption to be used for determining
the accrual of original issue discount and premium and market discount on such
Certificates for federal income tax purposes, which assumes a constant
prepayment rate of 4.0% per annum of the then outstanding principal balance of
the related Mortgage Loans in the first month of the life of such Mortgage Loans
and an additional 1.090909% per annum in each month thereafter until the twelfth
month, and beginning in the twelfth month and in each month thereafter during
the life of the Mortgage Loans, a constant prepayment rate of 16.0% per annum.
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 July 2003
(unless the Certificate Principal Balances of the Class A Certificates
(other than the Class A- 11 Certificates) and Class R 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
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Class B Certificates for which the related Prepayment Distribution
Trigger has been satisfied, a fraction, expressed as a percentage, the
numerator of which is the Certificate Principal Balance of such Class
immediately prior to such date and the denominator of which is the sum
of the Certificate Principal Balances immediately prior to such date
of (1) the Class of Class M Certificates then outstanding with the
lowest numerical designation, or in the event the Class M Certificates
are no longer outstanding, the Class of Class B Certificates then
outstanding with the lowest numerical designation and (2) all other
Classes of Class M Certificates and Class B Certificates for which the
respective Prepayment Distribution Triggers have been satisfied; and
(b) in the case of each other Class of Class M Certificates and
Class B Certificates for which the Prepayment Distribution Triggers
have not been satisfied, 0%; and
(iii Notwithstanding the foregoing, if the application of the foregoing
percentages on any Distribution Date as provided in Section 4.02
(determined without regard to the proviso to the definition of
"Subordinate Principal Distribution Amount") would result in a
distribution in respect of principal of any Class or Classes of Class
M Certificates and Class B Certificates in an amount greater than the
remaining Certificate Principal Balance thereof (any such class, a
"Maturing Class"), then: (a) the Prepayment Distribution Percentage of
each Maturing Class shall be reduced to a level that, when applied as
described above, would exactly reduce the Certificate Principal
Balance of such Class to zero; (b) the Prepayment Distribution
Percentage of each other Class of Class M Certificates and Class B
Certificates (any such Class, a "Non-Maturing Class") shall be
recalculated in accordance with the provisions in paragraph (ii)
above, as if the Certificate Principal Balance of each Maturing Class
had been reduced to zero (such percentage as recalculated, the
"Recalculated Percentage"); (c) the total amount of the reductions in
the Prepayment Distribution Percentages of the Maturing Class or
Classes pursuant to clause (a) of this sentence, expressed as an
aggregate percentage, shall be allocated among the Non-Maturing
Classes in proportion to their respective Recalculated Percentages
(the portion of such aggregate reduction so allocated to any
Non-Maturing Class, the "Adjustment Percentage"); and (d) for purposes
of such Distribution Date, the Prepayment Distribution Percentage of
each Non-Maturing Class shall be equal to the sum of (1) the
Prepayment Distribution Percentage thereof, calculated in accordance
with the provisions in paragraph (ii) above as if the Certificate
Principal Balance of each Maturing Class had not been reduced to zero,
plus (2) the related Adjustment Percentage.
Prepayment Distribution Trigger: The Class M-2 Prepayment Distribution
Trigger, Class M-3 Prepayment Distribution Trigger, Class B-1 Prepayment
Distribution Trigger, Class B-2 Prepayment Distribution Trigger or Class B-3
Prepayment Distribution Trigger.
Prepayment Interest Shortfall: As to any Distribution Date and any Mortgage
Loan (other than a Mortgage Loan relating to an REO Property) that was the
subject of (a) a Principal
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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 Lockout Percentage: For any Distribution Date occurring prior to
the Distribution Date in July 2003, 0%; for any Distribution Date occurring
after June 2003 but prior to July 2004, 30%; for any Distribution Date occurring
after June 2004 but prior to July 2005, 40%; for any Distribution Date occurring
after June 2005 but prior to July 2006, 60%; for any Distribution Date occurring
after June 2006 but prior to July 2007, 80%; for any Distribution Date after
June 2007, 100%.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is received in advance of its scheduled Due Date
and is not accompanied by an amount as to interest representing scheduled
interest on such payment due on any date or dates in any month or months
subsequent to the month of prepayment.
Principal Prepayment in Full: Any Principal Prepayment made by a Mortgagor
of the entire principal balance of a Mortgage Loan.
Program Guide: Collectively, the Seller Guide and the Servicer Guide for
Residential Funding's Expanded Criteria Mortgage Program.
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
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substitution, as confirmed in an Officers' Certificate delivered to the Trustee,
(i) have an outstanding principal balance, after deduction of the principal
portion of the monthly payment due in the month of substitution (or in the case
of a substitution of more than one Mortgage Loan for a Deleted Mortgage Loan, an
aggregate outstanding principal balance, after such deduction), not in excess of
the Stated Principal Balance of the Deleted Mortgage Loan (the amount of any
shortfall to be deposited by Residential Funding in the Custodial Account in the
month of substitution); (ii) have a Mortgage Rate and a Net Mortgage Rate no
lower than and not more than 1% per annum higher than the Mortgage Rate and Net
Mortgage Rate, respectively, of the Deleted Mortgage Loan as of the date of
substitution; (iii) have a Loan-to-Value Ratio at the time of substitution no
higher than that of the Deleted Mortgage Loan at the time of substitution; (iv)
have a remaining term to stated maturity not greater than (and not more than one
year less than) that of the Deleted Mortgage Loan; (v) comply with each
representation and warranty set forth in Sections 2.03 and 2.04 hereof and
Section 4 of the Assignment Agreement; and (vi) have a Pool Strip Rate equal to
or greater than that of the Deleted Mortgage Loan. Notwithstanding any other
provisions herein, (x) with respect to any Qualified Substitute Mortgage Loan
substituted for a related Deleted Mortgage Loan which was a Discount Mortgage
Loan, such Qualified Substitute Mortgage Loan shall be 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-12 Certificates and
(ii) the excess of the Pool Strip Rate on such Qualified Substitute Mortgage
Loan as calculated pursuant to the definition of "Pool Strip Rate" over the Pool
Strip Rate on the related Deleted Mortgage Loan shall be payable to the Class R
Certificates pursuant to Section 4.02 hereof.
Rating Agency: Fitch IBCA and Standard & Poor's with respect to the Class A
Certificates and Class R Certificates and Fitch IBCA with respect to the Class
M-1, Class M-2, Class M-3, Class B-1 and Class B-2 Certificates. If either
agency or a successor is no longer in existence, "Rating Agency" shall be such
statistical credit rating agency, or other comparable Person, designated by the
Company, notice of which designation shall be given to the Trustee and the
Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master
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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 Redction, 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.
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
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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) principal
portion of the Realized Loss with respect to such Mortgage Loan and (ii) the
excess, if any, of (a) the amount of Additional Collateral required at
origination with respect to such Mortgage Loan over (b) the net proceeds
realized by MLCC from the related Additional Collateral.
Residential Funding: Residential Funding Corporation, a Delaware
corporation, in its capacity as seller of the Mortgage Loans to the Company and
any successor thereto.
Responsible Officer: When used with respect to the Trustee, any officer of
the Corporate Trust Department of the Trustee, including any Senior Vice
President, any Vice President, any Assistant Vice President, any Assistant
Secretary, any Trust Officer or Assistant Trust Officer, or any other officer of
the Trustee customarily performing functions similar to those performed by any
of the above designated officers to whom, with respect to a particular matter,
such matter is referred.
Schedule of Discount Fractions: The schedule setting forth the Discount
Fractions with respect to the Discount Mortgage Loans, attached hereto as
Exhibit P.
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Security Agreement: With respect to a Cooperative Loan, the agreement
creating a security interest in favor of the originator in the related
Cooperative Stock.
Seller: As to any Mortgage Loan, a Person, including any Subservicer, that
executed a Seller's Agreement applicable to such Mortgage Loan.
Seller's Agreement: An agreement for the origination and sale of Mortgage
Loans generally in the form of the Seller Contract referred to or contained in
the Program Guide, or in such other form as has been approved by the Master
Servicer and the Company, each containing representations and warranties in
respect of one or more Mortgage Loans consistent in all material respects with
those set forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
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Distribution Date Senior Accelerated
Distribution Percentage
July 1998 through 100%
June 2003.................................
July 2003 through Senior Percentage, plus 70% of the
June 2004.................................Subordinate Percentage
July 2004 through Senior Percentage, plus 60% of the
June 2005.................................Subordinate Percentage
July 2005 through Senior Percentage, plus 40% of the
June 2006.................................Subordinate Percentage
July 2006 through Senior Percentage, plus 20% of the
June 2007.................................Subordinate Percentage
July 2007 and Senior Percentage
thereafter................................
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentages described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date, if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) are less than 10%, 15%, 20%, 25% or 30%, respectively, of the sum of
the Initial Certificate Principal Balances of the Class M Certificates and Class
B Certificates and (ii) that for any Distribution Date on which the Senior
Percentage is greater than the Senior Percentage as of the Closing Date, the
Senior Accelerated Distribution Percentage for such Distribution Date shall be
100%. Notwithstanding the foregoing, upon the reduction of the Certificate
Principal Balances of the Class A Certificates (other than the Class A-11
Certificates) and Class R Certificates, to zero, the Senior Accelerated
Distribution Percentage shall thereafter be 0%.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Class A Certificates (other than the Class
A-11 Certificates) and Class R Certificates immediately prior to such
Distribution Date and the denominator of which is the aggregate Stated Principal
Balance of all of the Mortgage Loans (or related REO Properties) (other than the
related Discount Fraction of each Discount Mortgage Loan) immediately prior to
such Distribution Date.
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Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Sections
4.02(a)(i) and 4.02(a)(ii)(X) and (b) the sum of the amounts required to be
distributed to the Class A Certificateholders and Class R Certificateholders on
such Distribution Date pursuant to Section 4.02(a)(ii)(Y), (xvi) and (xvii).
Servicing Accounts: The account or accounts created and maintained pursuant
to Section 3.08.
Servicing Advances: All customary, reasonable and necessary "out of pocket"
costs and expenses incurred in connection with a default, delinquency or other
unanticipated event by the Master Servicer in the performance of its servicing
obligations, including, but not limited to, the cost of (i) the preservation,
restoration and protection of a Mortgaged Property or, with respect to a
Cooperative Loan, the related Cooperative Apartment, (ii) any enforcement or
judicial proceedings, including foreclosures, (iii) the management and
liquidation of any REO Property and (iv) compliance with the obligations under
Sections 3.01, 3.08, 3.12(a) and 3.14, including, if the Master Servicer or any
Affiliate of the Master Servicer provides services such as appraisals and
brokerage services that are customarily provided by Persons other than servicers
of mortgage loans, reasonable compensation for such services.
Servicing Fee: With respect to any Mortgage Loan and Distribution Date, the
fee payable monthly to the Master Servicer in respect of master servicing
compensation that accrues at an annual rate designated on the Mortgage Loan
Schedule as the "MSTR SERV FEE" for such Mortgage Loan, as may be adjusted with
respect to successor Master Servicers as provided in Section 7.02.
Servicing Modification: Any reduction of the interest rate on or the
outstanding principal balance of a Mortgage Loan that is in default, or for
which, in the judgment of the Master Servicer, default is reasonably
foreseeable, pursuant to a modification of such Mortgage Loan in accordance with
Section 3.07(a).
Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Trustee by the Master Servicer, as such list may from time to time be
amended.
Special Hazard Amount: As of any Distribution Date, an amount equal to
$1,608,859 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice
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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 33.25% (which percentage is equal to the
percentage of Mortgage Loans initially secured by Mortgaged Properties located
in the State of California) and (ii) the aggregate outstanding principal balance
(as of the immediately preceding Distribution Date) of the largest Mortgage Loan
secured by a Mortgaged Property (or, with respect to a Cooperative Loan, the
related Cooperative Apartment) located in the State of California.
The Special Hazard Amount may be further reduced by the Master Servicer
(including accelerating the manner in which coverage is reduced) provided that
prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Special Hazard Loss: Any Realized Loss not in excess of the cost of the
lesser of repair or replacement of a Mortgaged Property (or, with respect to a
Cooperative Loan, the related Cooperative Apartment) suffered by such Mortgaged
Property (or Cooperative Apartment) on account of direct physical loss,
exclusive of (i) any loss of a type covered by a hazard policy or a flood
insurance policy required to be maintained in respect of such Mortgaged Property
pursuant to Section 3.12(a), except to the extent of the portion of such loss
not covered as a result of any coinsurance provision and (ii) any Extraordinary
Loss.
Standard & Poor's: Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
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Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subclass: With respect to the Class A-12 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-12 Certificates pursuant to Section 5.01(c).
Subclass Notional Amount: As of any Distribution Date, with respect to any
Subclass of Class A-12 Certificates issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Subclass immediately
prior to such date.
Subordinate Percentage: As of any Distribution Date, 100% minus the Senior
Percentage as of such Distribution Date.
Subordinate Principal Distribution Amount: With respect to any Distribution
Date and each Class of Class M Certificates and Class B Certificates, (a) the
sum of (i) the product of (x) the related Class M Percentage or Class B
Percentage for such Class and (y) the aggregate of the amounts calculated for
such Distribution Date under clauses (1), (2) and (3) of Section
4.02(a)(ii)(Y)(A); (ii) such Class's pro rata share, based on the Certificate
Principal Balance of each Class of Class M Certificates and Class B Certificates
then outstanding, of the principal collections described in Section
4.02(a)(ii)(Y)(B)(b) to the extent such collections are not otherwise
distributed to the Class A Certificates and Class R Certificates; (iii) the
product of (x) the related Prepayment Distribution Percentage and (y) the
aggregate of all Principal Prepayments in Full and Curtailments received in the
related Prepayment Period (other than the related Discount Fraction of such
Principal Payments in Full and Curtailments with respect to a Discount Mortgage
Loan) to the extent not payable to the Class A Certificates and Class R
Certificates; (iv) if such Class is the most senior Class of Certificates then
outstanding (as established in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date,
that remain undistributed to the extent that such amounts are not attributable
to Realized Losses which have been allocated to a subordinate Class of Class M
or Class B Certificates minus (b) any Excess Subordinate Principal Amount not
payable to such Class on such Distribution Date pursuant to the definition
thereof; provided, however, that such amount shall in no event exceed the
outstanding Certificate Principal Balance of such Class of Certificates
immediately prior to such date.
Subserviced Mortgage Loan: Any Mortgage Loan that, at the time of reference
thereto, is subject to a Subservicing Agreement.
Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing
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Agreement and who generally satisfied the requirements set forth in the Program
Guide in respect of the qualification of a Subservicer as of the date of its
approval as a Subservicer by the Master Servicer.
Subservicer Advance: Any delinquent installment of principal and interest
on a Mortgage Loan which is advanced by the related Subservicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Subservicer in accordance
with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section 3.02, generally in the form of the servicer
contract referred to or contained in the Program Guide or in such other form as
has been approved by the Master Servicer and the Company. 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.
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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 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 1,194 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, numbered
sequentially from 1 to 1,194, 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 (treated as a corporation or
partnership for United States income tax purposes) or organized in, or under the
laws of, the United States, any state thereof, or the District of Columbia
(except in the case of a partnership, to the extent provided in Treasury
regulations) or any political subdivision thereof, or an estate that is
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
Voting Rights: The portion of the voting rights of all of the Certificates
which is allocated to any Certificate. 98.0% of all of the Voting Rights shall
be allocated among Holders
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of Certificates, other than the Class A-12 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-12 Certificates and the Holders of the Class R
Certificates shall be entitled to 1.0% of all of the Voting Rights, allocated
among the Certificates of each such Class in accordance with their respective
Percentage Interests.
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ARTICLE II
CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES
Section 2.01. Conveyance of Mortgage Loans.
(a) The Company, concurrently with the execution and delivery hereof, does
hereby assign to the Trustee without recourse all the right, title and interest
of the Company in and to the Mortgage Loans, including all interest and
principal received on or with respect to the Mortgage Loans after the Cut-off
Date (other than payments of principal and interest due on the Mortgage Loans on
or before the Cut-off Date).
(b) In connection with such assignment, except as set forth in Section
2.01(c) below, the Company does hereby deliver to, and deposit with, the
Trustee, or to and with one or more Custodians, as the duly appointed agent or
agents of the Trustee for such purpose, the following documents or instruments
(or copies thereof as permitted by this Section) (I) with respect to each
Mortgage Loan so assigned (other than a Cooperative Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public recording
office in which such Mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such assignment
certified by the public recording office in which such assignment has
been recorded;
(iv) The original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the originator thereof
to the Person assigning it to the Trustee or a copy of such assignment
or assignments of the Mortgage certified by the public recording office
in which such assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage Loan or a
copy of each modification, assumption agreement or preferred loan
agreement certified by the public recording office in which such
document has been recorded.
and (II) with respect to each Cooperative Loan so assigned:
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(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of endorsements from
the originator thereof to the Person endorsing it to the Trustee, or
with respect to any Destroyed Mortgage Note, an original lost note
affidavit from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such Cooperative
Loan, together with an undated stock power (or other similar
instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related Cooperative
Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such Cooperative
Loan as secured party, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement
and the Assignment of Proprietary Lease;
(vii) Copies of the filed UCC-3 assignments of the security
interest referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence of
recording thereof, evidencing the interest of the originator under the
Security Agreement and the Assignment of Proprietary Lease;
(viii) An executed assignment of the interest of the originator in
the Security Agreement, Assignment of Proprietary Lease and the
recognition agreement referenced in clause (iv) above, showing an
unbroken chain of title from the originator to the Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative Loan;
and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the Trustee as
assignee and an executed UCC-1 financing statement showing the Company
as debtor and the Trustee as secured party, each in a form sufficient
for filing, evidencing the interest of such debtors in the Cooperative
Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (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
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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 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
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of New York.
In the event that the Company delivers to the Trustee or Custodian any
Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall
cause the Custodian to, complete the endorsement of the Mortgage Note and the
Assignment of Mortgage in the name of the Trustee within 45 days after the
Closing Date, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and
(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 and (ii) with respect to each Mortgage Loan
other than a Cooperative Loan, the related Mortgage Note and Mortgage, (B) all
amounts payable pursuant to the Mortgage Loans in accordance with the terms
thereof, (C) any insurance policies related to any Mortgage Loan, and (D) any
and all general intangibles, accounts, chattel paper, instruments, documents,
money, deposit accounts, certificates of deposit, goods, letters of credit,
advices of credit and investment property consisting of, arising from or
relating to any of the foregoing, and all proceeds of the conversion, 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
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all of Residential Funding's right (including the power to convey title
thereto), title and interest, whether now owned or hereafter acquired, in and to
the property described in the foregoing clauses (1)(A), (B), (C) and (D) granted
by Residential Funding to the Company pursuant to the Assignment Agreement; (c)
the possession by the Trustee, the Custodian or any other agent of the Trustee
of Mortgage Notes or such other items of property as constitute instruments,
money, negotiable documents, goods, letters of credit, advices of credit,
certificated securities or chattel paper shall be deemed to be "possession by
the secured party," or possession by a purchaser, for purposes of perfecting the
security interest pursuant to the Minnesota Uniform Commercial Code and the
Uniform Commercial Code of any other applicable jurisdiction (including, without
limitation, Section 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 or its
designee 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 $72,766.06 (the "Initial Monthly Payment Fund"), representing
scheduled principal amortization and interest at the Net Mortgage Rate for the
Due Date in July 1998, for those Mortgage Loans for which the Trustee will not
be entitled to receive such payment. The Master Servicer shall hold such Initial
Monthly Payment Fund in the Custodial Account and shall include such Initial
Monthly Payment Fund in the Available Distribution Amount for the Distribution
Date in July 1998. Notwithstanding anything herein to the contrary, the Initial
Monthly Payment Fund shall not be an asset of the REMIC. To the extent that the
Initial Monthly Payment Fund constitutes a reserve fund for federal income tax
purposes, (1) it shall be an outside reserve fund and not an asset of the REMIC,
(2) it shall be owned by the Seller and (3) amounts transferred by the REMIC to
the Initial Monthly Payment Fund shall be treated as transferred to the Seller
or any successor, all within the meaning of Section 1.860G-2(h) of the
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Treasury Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in Section
2.01(b)(i) 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
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deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed by a Servicing Officer,
the Trustee or any Custodian, as the case may be, shall release to the Master
Servicer the related Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment prepared by the Master Servicer, in
each case without recourse, as shall be necessary to vest in the Seller or its
designee or the Subservicer or its designee, as the case may be, any Mortgage
Loan released pursuant hereto and thereafter such Mortgage Loan shall not be
part of the Trust Fund. It is understood and agreed that the obligation of the
Seller or the Subservicer, as the case may be, to so cure or purchase any
Mortgage Loan as to which a material defect in or omission of a constituent
document exists shall constitute the sole remedy respecting such defect or
omission available to Certificateholders or the Trustee on behalf of the
Certificateholders.
Section 2.03. Representations, Warranties and Covenants of the Master Servicer
and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its creation and
existence and is or will be in compliance with the laws of each state
in which any Mortgaged Property is located to the extent necessary to
ensure the enforceability of each Mortgage Loan in accordance with the
terms of this Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of this
Agreement will not violate the Master Servicer's Certificate of
Incorporation or Bylaws or constitute a material default (or an event
which, with notice or lapse of time, or both, would constitute a
material default) under, or result in the material breach of, any
material contract, agreement or other instrument to which the Master
Servicer is a party or which may be applicable to the Master Servicer
or any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid, legal and
binding obligation of the Master Servicer, enforceable against it in
accordance with the terms hereof subject to applicable bankruptcy,
insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered in a
proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Master Servicer or
its properties or might have consequences that would materially
adversely affect its
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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 one month or more delinquent in payment of
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principal and interest as of the Cut-off Date and no Mortgage Loan has
been so delinquent more than once in the 12-month period prior to the
Cut-off Date;
(ii) The information set forth in Exhibit F hereto with respect to
each Mortgage Loan or the Mortgage Loans, as the case may be, is true
and correct in all material respects at the date or dates respecting
which such information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage
loans with level Monthly Payments due on the first day of each month
and terms to maturity at origination or modification of not more than
30 years;
(iv) To the best of the Company's knowledge, except with respect
to four Mortgage Loans representing approximately 0.6% of the Mortgage
Loans by aggregate Stated Principal Balance, 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 that portion of the principal
balance thereof that exceeds the amount equal to 75% of the Appraised
Value of the related Mortgaged Property. To the best of the Company's
knowledge, each such Primary Insurance Policy is in full force and
effect and the Trustee is entitled to the benefits thereunder;
(v) The issuers of the Primary Insurance Policies are insurance
companies whose claims-paying abilities are currently acceptable to
each Rating Agency;
(vi) No more than 0.8% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area in California and no more
than 0.8% of the Mortgage Loans by aggregate Stated Principal Balance
as of the Cut-off Date are secured by Mortgaged Properties located in
any one zip code area outside California, and none of the Mortgage
Loans is a Cooperative Loan;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood insurance in the
amount required under the Program Guide covers the related Mortgaged
Property (either by coverage under the federal flood insurance program
or by coverage by private insurers);
(viii) Immediately prior to the assignment of the Mortgage Loans
to the Trustee, the Company had good title to, and was the sole owner
of, each Mortgage Loan free and clear of any pledge, lien, encumbrance
or security interest (other than rights to servicing and related
compensation) and such assignment validly transfers ownership of the
Mortgage Loans to the Trustee free and clear of any pledge, lien,
encumbrance or security interest;
(ix) Approximately 25.99% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date were underwritten under
a reduced loan documentation program and approximately 18.08% of the
Mortgage Loans by aggregate Stated Principal Balance as of the Cut-off
Date were underwritten under a no-stated
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income program;
(x) Approximately 26.11% of the Mortgage Loans by aggregate Stated
Principal Balance as of the Cut-off Date are non-owner occupied
properties as of the date of origination of such Mortgage Loans;
(xi) None of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date were Buydown Mortgage Loans;
(xii) Each Mortgage Loan constitutes a qualified mortgage under
Section 860G(a)(3)(A) of the Code and Treasury Regulations Section
1.860G-2(a)(1);
(xiii) A policy of title insurance was effective as of the closing
of each Mortgage Loan and is valid and binding and remains in full
force and effect;
(xiv) With respect to a Mortgage Loan that is a Cooperative Loan,
the Cooperative Stock that is pledged as security for the Mortgage Loan
is held by a person as a tenant-stockholder (as defined in Section 216
of the Code) in a cooperative housing corporation (as defined in
Section 216 of the Code);
(xv) Interest on each Mortgage Loan is calculated on the basis of
a 360-day year consisting of twelve 30-day months;
(xvi) 0% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date contain in the related Mortgage File a
Destroyed Mortgage Note;
(xvii) Not more than 1.0% of the Mortgage Loans by aggregate
Stated Principal Balance as of the Cut-off Date will have been made to
International Borrowers, and no such Mortgagor is a member of a foreign
diplomatic mission with diplomatic rank;
(xviii) No Mortgage Loan provides for payments that are subject to
reduction by withholding taxes levied by any foreign (non-United
States) sovereign government; and
(xix) None of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date 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
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days of its discovery or its receipt of notice of breach, the Company shall
either (i) cure such breach in all material respects or (ii) purchase such
Mortgage Loan from the Trust Fund at the Purchase Price and in the manner set
forth in Section 2.02; provided that the Company shall have the option to
substitute a Qualified Substitute Mortgage Loan or Loans for such Mortgage Loan
if such substitution occurs within two years following the Closing Date;
provided that if the omission or defect would cause the Mortgage Loan to be
other than a "qualified mortgage" as defined in Section 860G(a)(3) of the Code,
any such cure or repurchase must occur within 90 days from the date such breach
was discovered. Any such substitution shall be effected by the Company under the
same terms and conditions as provided in Section 2.04 for substitutions by
Residential Funding. It is understood and agreed that the obligation of the
Company to cure such breach or to so purchase or substitute for any Mortgage
Loan as to which such a breach has occurred and is continuing shall constitute
the sole remedy respecting such breach available to the Certificateholders or
the Trustee on behalf of the Certificateholders. Notwithstanding the foregoing,
the Company shall not be required to cure breaches or purchase or substitute for
Mortgage Loans as provided in this Section 2.03(b) if the substance of the
breach of a representation set forth above also constitutes fraud in the
origination of the Mortgage Loan.
Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or such Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related Seller in respect of such
Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon
the discovery by the Company, the Master Servicer, the Trustee or any Custodian
of a breach of any of the representations and warranties made in a Seller's
Agreement or the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted
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Mortgage Loan pursuant to this Section 2.04, Residential Funding shall deliver
to the Trustee for the benefit of the Certificateholders with respect to such
Qualified Substitute Mortgage Loan or Loans, the original Mortgage Note, the
Mortgage, an Assignment of the Mortgage in recordable form, and such other
documents and agreements as are required by Section 2.01, with the Mortgage Note
endorsed as required by Section 2.01. No substitution will be made in any
calendar month after the Determination Date for such month. Monthly Payments due
with respect to Qualified Substitute Mortgage Loans in the month of substitution
shall not be part of the Trust Fund and will be retained by the Master Servicer
and remitted by the Master Servicer to Residential Funding on the next
succeeding Distribution Date. For the month of substitution, distributions to
the Certificateholders will include the Monthly Payment due on a Deleted
Mortgage Loan for such month and thereafter Residential Funding shall be
entitled to retain all amounts received in respect of such Deleted Mortgage
Loan. The Master Servicer shall amend or cause to be amended the Mortgage Loan
Schedule, and, if the Deleted Mortgage Loan was a Discount Mortgage Loan, the
Schedule of Discount Fractions, for the benefit of the Certificateholders to
reflect the removal of such Deleted Mortgage Loan and the substitution of the
Qualified Substitute Mortgage Loan or Loans and the Master Servicer shall
deliver the amended Mortgage Loan Schedule, and, if the Deleted Mortgage Loan
was a Discount 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 Agreementin
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.
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It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
Section 2.05. Execution and Authentication of Certificates.
The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Files to it, or any Custodian on its behalf,
subject to any exceptions noted, together with the assignment to it of all other
assets included in the Trust Fund, receipt of which is hereby acknowledged.
Concurrently with such delivery and in exchange therefor, the Trustee, pursuant
to the written request of the Company executed by an officer of the Company has
executed and caused to be authenticated and delivered to or upon the order of
the Company the Certificates in authorized denominations which evidence
ownership of the entire Trust Fund.
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ARTICLE III
ADMINISTRATION AND SERVICING
OF MORTGAGE LOANS
Section 3.01. Master Servicer to Act as Servicer.
(a) The Master Servicer shall service and administer the Mortgage Loans in
accordance with the terms of this Agreement and the respective Mortgage Loans
and shall have full power and authority, acting alone or through Subservicers as
provided in Section 3.02, to do any and all things which it may deem necessary
or desirable in connection with such servicing and administration. Without
limiting the generality of the foregoing, the Master Servicer in its own name or
in the name of a Subservicer is hereby authorized and empowered by the Trustee
when the Master Servicer or the Subservicer, as the case may be, believes it
appropriate in its best judgment, to execute and deliver, on behalf of the
Certificateholders and the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge, or of
consent to assumption or modification in connection with a proposed conveyance,
or of assignment of any Mortgage and Mortgage Note in connection with the
repurchase of a Mortgage Loan and all other comparable instruments, or with
respect to the modification or re-recording of a Mortgage for the purpose of
correcting the Mortgage, the subordination of the lien of the Mortgage in favor
of a public utility company or government agency or unit with powers of eminent
domain, the taking of a deed in lieu of foreclosure, the completion of judicial
or non-judicial foreclosure, the conveyance of a Mortgaged Property to the
related Insurer, the acquisition of any property acquired by foreclosure or deed
in lieu of foreclosure, or the management, marketing and conveyance of any
property acquired by foreclosure or deed in lieu of foreclosure with respect to
the Mortgage Loans and with respect to the Mortgaged Properties. Notwithstanding
the foregoing, subject to Section 3.07(a), the Master Servicer shall not permit
any modification with respect to any Mortgage Loan that would both constitute a
sale or exchange of such Mortgage Loan within the meaning of Section 1001 of the
Code and any proposed, temporary or final regulations promulgated thereunder
(other than in connection with a proposed conveyance or assumption of such
Mortgage Loan that is treated as a Principal Prepayment in Full pursuant to
Section 3.13(d) hereof) and cause the Trust Fund to fail to qualify as such
under the Code. The Trustee shall furnish the Master Servicer with any powers of
attorney and other documents necessary or appropriate to enable the Master
Servicer to service and administer the Mortgage Loans. The Trustee shall not be
liable for any action taken by the Master Servicer or any Subservicer pursuant
to such powers of attorney. In servicing and administering any Nonsubserviced
Mortgage Loan, the Master Servicer shall, to the extent not inconsistent with
this Agreement, comply with the Program Guide as if it were the originator of
such Mortgage Loan and had retained the servicing rights and obligations in
respect thereof. In connection with servicing and administering the Mortgage
Loans, the Master Servicer and any Affiliate of the Master Servicer (i) may
perform services such as appraisals and brokerage services that are not
customarily provided by servicers of mortgage loans, and shall be entitled to
reasonable compensation therefor in accordance with Section 3.10 and (ii) may,
at its own discretion and on behalf of the Trustee, obtain credit information in
the form of a "credit score" from a credit repository.
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(b) All costs incurred by the Master Servicer or by Subservicers in
effecting the timely payment of taxes and assessments on the properties subject
to the Mortgage Loans shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
related Mortgage Loans, notwithstanding that the terms of such Mortgage Loan so
permit, and such costs shall be recoverable to the extent permitted by Section
3.10(a)(ii).
(c) The Master Servicer may enter into one or more agreements in connection
with the offering of pass-through certificates evidencing interests in one or
more of the Certificates providing for the payment by the Master Servicer of
amounts received by the Master Servicer as servicing compensation hereunder and
required to cover certain Prepayment Interest Shortfalls on the Mortgage Loans,
which payment obligation will thereafter be an obligation of the Master Servicer
hereunder.
Section 3.02. Subservicing Agreements Between Master Servicer and Subservicers;
Enforcement of Subservicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Subservicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Subservicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Subservicer of a Mortgage Loan shall be entitled to receive
and retain, as provided in the related Subservicing Agreement and in Section
3.07, the related Subservicing Fee from payments of interest received on such
Mortgage Loan after payment of all amounts required to be remitted to the Master
Servicer in respect of such Mortgage Loan. For any Mortgage Loan that is a
Nonsubserviced Mortgage Loan, the Master Servicer shall be entitled to receive
and retain an amount equal to the Subservicing Fee from payments of interest.
Unless the context otherwise requires, references in this Agreement to actions
taken or to be taken by the Master Servicer in servicing the Mortgage Loans
include actions taken or to be taken by a Subservicer on behalf of the Master
Servicer. Each Subservicing Agreement will be upon such terms and conditions as
are generally required or permitted by the Program Guide and are not
inconsistent with this Agreement and as the Master Servicer and the Subservicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a Subservicer
may delegate its servicing obligations to third-party servicers, but such
Subservicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Subservicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer, for
the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the
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obligations of each Subservicer under the related Subservicing Agreement and of
each Seller under the related Seller's Agreement, to the extent that the
non-performance of any such obligation would have a material and adverse effect
on a Mortgage Loan, including, without limitation, the obligation to purchase a
Mortgage Loan on account of defective documentation, as described in Section
2.02, or on account of a breach of a representation or warranty, as described in
Section 2.04. Such enforcement, including, without limitation, the legal
prosecution of claims, termination of Subservicing Agreements or Seller's
Agreements, as appropriate, and the pursuit of other appropriate remedies, shall
be in such form and carried out to such an extent and at such time as the Master
Servicer would employ in its good faith business judgment and which are normal
and usual in its general mortgage servicing activities. The Master Servicer
shall pay the costs of such enforcement at its own expense, and shall be
reimbursed therefor only (i) from a general recovery resulting from such
enforcement to the extent, if any, that such recovery exceeds all amounts due in
respect of the related Mortgage Loan or (ii) from a specific recovery of costs,
expenses or attorneys fees against the party against whom such enforcement is
directed.
Section 3.03. Successor Subservicers.
The Master Servicer shall be entitled to terminate any Subservicing
Agreement that may exist in accordance with the terms and conditions of such
Subservicing Agreement and without any limitation by virtue of this Agreement;
provided, however, that in the event of termination of any Subservicing
Agreement by the Master Servicer or the Subservicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Subservicer which will be bound by the terms of the
related Subservicing Agreement. If the Master Servicer or any Affiliate of
Residential Funding acts as servicer, it will not assume liability for the
representations and warranties of the Subservicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Subservicer, the Master Servicer shall use reasonable efforts to have the
successor Subservicer assume liability for the representations and warranties
made by the terminated Subservicer in respect of the related Mortgage Loans and,
in the event of any such assumption by the successor Subservicer, the Master
Servicer may, in the exercise of its business judgment, release the terminated
Subservicer from liability for such representations and warranties.
Section 3.04. Liability of the Master Servicer.
Notwithstanding any Subservicing Agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or a Subservicer or reference to actions taken through a Subservicer or
otherwise, the Master Servicer shall remain obligated and liable to the Trustee
and the Certificateholders for the servicing and administering of the Mortgage
Loans in accordance with the provisions of Section 3.01 without diminution of
such obligation or liability by virtue of such Subservicing Agreements or
arrangements or by virtue of indemnification from the Subservicer or the Company
and to the same extent and under the same terms and conditions as if the Master
Servicer alone were servicing and administering the Mortgage Loans. The Master
Servicer shall be entitled to enter into any agreement with a Subservicer or
Seller for indemnification of the Master Servicer and nothing contained in this
Agreement shall be deemed to limit or modify such indemnification.
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Section 3.05. No Contractual Relationship Between Subservicer and Trustee or
Certificateholders.
Any Subservicing Agreement that may be entered into and any other
transactions or services relating to the Mortgage Loans involving a Subservicer
in its capacity as such and not as an originator shall be deemed to be between
the Subservicer and the Master Servicer alone and the Trustee and the
Certificateholders shall not be deemed parties thereto and shall have no claims,
rights, obligations, duties or liabilities with respect to the Subservicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Subservicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage
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Loan during the scheduled period in accordance with the amortization schedule of
such Mortgage Loan without modification thereof by reason of such arrangements
unless otherwise agreed to by the Holders of the Classes of Certificates
affected thereby; provided, however, that no such extension shall be made if any
advance would be a Nonrecoverable Advance. Consistent with the terms of this
Agreement, the Master Servicer may also waive, modify or vary any term of any
Mortgage Loan or consent to the postponement of strict compliance with any such
term or in any manner grant indulgence to any Mortgagor if in the Master
Servicer's determination such waiver, modification, postponement or indulgence
is not materially adverse to the interests of the Certificateholders (taking
into account any estimated Realized Loss that might result absent such action);
provided, however, that the Master Servicer may not modify materially or permit
any Subservicer to modify any Mortgage Loan, including without limitation any
modification that would change the Mortgage Rate, forgive the payment of any
principal or interest (unless in connection with the liquidation of the related
Mortgage Loan or except in connection with prepayments to the extent that such
reamortization is not inconsistent with the terms of the Mortgage Loan), or
extend the final maturity date of such Mortgage Loan, unless such Mortgage Loan
is in default or, in the judgment of the Master Servicer, such default is
reasonably foreseeable; and provided, further, that no such modification shall
reduce the interest rate on a Mortgage Loan below the sum of the Pool Strip Rate
and the sum of the rates at which the Servicing Fee and the Subservicing Fee
with respect to such Mortgage Loan accrues. In connection with any Curtailment
of a Mortgage Loan, the Master Servicer, to the extent not inconsistent with the
terms of the Mortgage Note and local law and practice, may permit the Mortgage
Loan to be reamortized such that the Monthly Payment is recalculated as an
amount that will fully amortize the remaining Stated Principal Balance thereof
by the original Maturity Date based on the original Mortgage Rate; provided,
that such re-amortization shall not be permitted if it would constitute a
reissuance of the Mortgage Loan for federal income tax purposes.
(b) The Master Servicer shall establish and maintain a Custodial Account in
which the Master Servicer shall deposit or cause to be deposited on a daily
basis, except as otherwise specifically provided herein, the following payments
and collections remitted by Subservicers or received by it in respect of the
Mortgage Loans subsequent to the Cut-off Date (other than in respect of
principal and interest on the Mortgage Loans due on or before the Cut-off Date):
(i) All payments on account of principal, including Principal
Prepayments made by Mortgagors on the Mortgage Loans and the principal
component of any Subservicer Advance or of any REO Proceeds received in
connection with an REO Property for which an REO Disposition has
occurred;
(ii) All payments on account of interest at the Adjusted Mortgage
Rate on the Mortgage Loans, 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);
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(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.
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
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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 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).
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(c) In addition to the Custodial Account and the Certificate Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Subservicers for Subserviced Mortgage Loans to, establish and maintain one or
more Servicing Accounts and deposit and retain therein all collections from the
Mortgagors (or advances from Subservicers) for the payment of taxes,
assessments, hazard insurance premiums, Primary Insurance Policy premiums, if
applicable, or comparable items for the account of the Mortgagors. Each
Servicing Account shall satisfy the requirements for a Subservicing Account and,
to the extent permitted by the Program Guide or as is otherwise acceptable to
the Master Servicer, may also function as a Subservicing Account. Withdrawals of
amounts related to the Mortgage Loans from the Servicing Accounts may be made
only to effect timely payment of taxes, assessments, hazard insurance premiums,
Primary Insurance Policy premiums, if applicable, or comparable items, to
reimburse the Master Servicer or Subservicer out of related collections for any
payments made pursuant to Sections 3.11 (with respect to the Primary Insurance
Policy) and 3.12(a) (with respect to hazard insurance), to refund to any
Mortgagors any sums as may be determined to be overages, to pay interest, if
required, to Mortgagors on balances in the Servicing Account or to clear and
terminate the Servicing Account at the termination of this Agreement in
accordance with Section 9.01 or in accordance with the Program Guide. As part of
its servicing duties, the Master Servicer shall, and the Subservicers will,
pursuant to the Subservicing Agreements, be required to pay to the Mortgagors
interest on funds in this account to the extent required by law.
(d) The Master Servicer shall advance the payments referred to in the
preceding subsection that are not timely paid by the Mortgagors or advanced by
the Subservicers on the date when the tax, premium or other cost for which such
payment is intended is due, but the Master Servicer shall be required so to
advance only to the extent that such advances, in the good faith judgment of the
Master Servicer, will be recoverable by the Master Servicer out of Insurance
Proceeds, Liquidation Proceeds or otherwise.
Section 3.09. Access to Certain Documentation and Information Regarding the
Mortgage Loans.
In the event that compliance with this Section 3.09 shall make any
Class of Certificates legal for investment by federally insured savings and loan
associations, the Master Servicer shall provide, or cause the Subservicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07
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that are attributable to the Mortgage Loans for the following purposes:
(i) to make deposits into the Certificate Account in the amounts
and in the manner provided for in Section 4.01;
(ii) to reimburse itself or the related Subservicer for previously
unreimbursed advances or expenses made pursuant to Sections 3.01,
3.07(a), 3.08, 3.11, 3.12(a), 3.14 and 4.04 or otherwise reimbursable
pursuant to the terms of this Agreement, such withdrawal right being
limited to amounts received on particular Mortgage Loans (including,
for this purpose, REO Proceeds, Insurance Proceeds, Liquidation
Proceeds and proceeds from the purchase of a Mortgage Loan pursuant to
Section 2.02, 2.03, 2.04 or 4.07) which represent (A) Late Collections
of Monthly Payments for which any such advance was made in the case of
Subservicer Advances or Advances pursuant to Section 4.04 and (B)
recoveries of amounts in respect of which such advances were made in
the case of Servicing Advances;
(iii) to pay to itself or the related Subservicer (if not
previously retained by such Subservicer) out of each payment received
by the Master Servicer on account of interest on a Mortgage Loan as
contemplated by Sections 3.14 and 3.16, an amount equal to that
remaining portion of any such payment as to interest (but not in excess
of the Servicing Fee and the Subservicing Fee, if not previously
retained) which, when deducted, will result in the remaining amount of
such interest being interest at the Net Mortgage Rate (or Modified Net
Mortgage Rate in the case of a Modified Mortgage Loan) on the amount
specified in the amortization schedule of the related Mortgage Loan as
the principal balance thereof at the beginning of the period respecting
which such interest was paid after giving effect to any previous
Curtailments;
(iv) to pay to itself as additional servicing compensation any
interest or investment income earned on funds deposited in the
Custodial Account that it is entitled to withdraw pursuant to Section
3.07(c);
(v) to pay to itself as additional servicing compensation any
Foreclosure Profits, and any amounts remitted by Subservicers as
interest in respect of Curtailments pursuant to Section 3.08(b);
(vi) to pay to itself, a Subservicer, a Seller, Residential
Funding, the Company or any other appropriate Person, as the case may
be, with respect to each Mortgage Loan or property acquired in respect
thereof that has been purchased or otherwise transferred pursuant to
Section 2.02, 2.03, 2.04, 4.07 or 9.01, all amounts received thereon
and not required to be distributed to the Certificateholders as of the
date on which the related Stated Principal Balance or Purchase Price is
determined;
(vii) to reimburse itself or the related Subservicer for any
Nonrecoverable Advance or Advances in the manner and to the extent
provided in subsection (c) below, any Advance made in connection with a
modification of a Mortgage Loan that is in
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default or, in the judgment of the Master Servicer, default is
reasonably foreseeable pursuant to Section 3.07(a), to the extent the
amount of the Advance has been added to the outstanding principal
balance of the Mortgage Loan, or any Advance reimbursable to the Master
Servicer pursuant to Section 4.02(a)(iii);
(viii) to reimburse itself or the Company for expenses incurred by
and reimbursable to it or the Company pursuant to Sections 3.13,
3.14(c), 6.03, 10.01 or otherwise, or in connection with enforcing any
repurchase, substitution or indemnification obligation of any Seller
(other than an Affiliate of the Company) pursuant to the related
Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant
to Section 3.14 in good faith in connection with the restoration of
property damaged by an Uninsured Cause, and (b) in connection with the
liquidation of a Mortgage Loan or disposition of an REO Property to the
extent not otherwise reimbursed pursuant to clause (ii) or (viii)
above; and
(x) to withdraw any amount deposited in the Custodial Account that
was not required to be deposited therein pursuant to Section 3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Subservicer for any advance made in respect of a Mortgage Loan that the
Master Servicer determines to be a Nonrecoverable Advance by withdrawal from the
Custodial Account of amounts on deposit therein attributable to the Mortgage
Loans on any Certificate Account Deposit Date succeeding the date of such
determination. Such right of reimbursement in respect of a Nonrecoverable
Advance on any such Certificate Account Deposit Date shall be limited to an
amount not exceeding the portion of such advance previously paid to
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
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Cut-off Date and the Company had knowledge of such Primary Insurance Policy. The
Master Servicer shall be entitled to cancel or permit the discontinuation of any
Primary Insurance Policy as to any Mortgage Loan, if the Stated Principal
Balance of the Mortgage Loan is reduced below an amount equal to 80% of the
appraised value of the related Mortgaged Property as determined in any appraisal
thereof after the Closing Date, or if the Loan-to-Value Ratio is reduced below
80% as a result of principal payments on the Mortgage Loan after the Closing
Date. In the event that the Company gains knowledge that as of the Closing Date,
a Mortgage Loan had a Loan-to- Value Ratio at origination in excess of 80% and
is not the subject of a Primary Insurance Policy (and was not included in any
exception to the representation in Section 2.03(b)(iv)) and that such Mortgage
Loan has a current Loan-to-Value Ratio in excess of 80% then the Master Servicer
shall use its reasonable efforts to obtain and maintain a Primary Insurance
Policy to the extent that such a policy is obtainable at a reasonable price. The
Master Servicer shall not cancel or refuse to renew any such Primary Insurance
Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any
Subservicer canceling or refusing to renew any such Primary Insurance Policy
applicable to a Mortgage Loan subserviced by it, that is in effect at the date
of the initial issuance of the Certificates and is required to be kept in force
hereunder unless the replacement Primary Insurance Policy for such canceled or
non-renewed policy is maintained with an insurer whose claims-paying ability is
acceptable to each Rating Agency for mortgage pass-through certificates having a
rating equal to or better than the lower of the then-current rating or the
rating assigned to the Certificates as of the Closing Date by such Rating
Agency.
(b) In connection with its activities as administrator and servicer of the
Mortgage Loans, the Master Servicer agrees to present or to cause the related
Subservicer to present, on behalf of the Master Servicer, the Subservicer, if
any, the Trustee and Certificateholders, claims to the related Insurer under any
Primary Insurance Policies, in a timely manner in accordance with such policies,
and, in this regard, to take or cause to be taken such reasonable action as
shall be necessary to permit recovery under any Primary Insurance Policies
respecting defaulted Mortgage Loans. Pursuant to Section 3.07, any Insurance
Proceeds collected by or remitted to the Master Servicer under any Primary
Insurance Policies shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10.
Section 3.12. Maintenance of Fire Insurance and Omissions and Fidelity Coverage.
(a) The Master Servicer shall cause to be maintained for each Mortgage Loan
(other than a Cooperative Loan) fire insurance with extended coverage in an
amount which is equal to the lesser of the principal balance owing on such
Mortgage Loan or 100 percent of the insurable value of the improvements;
provided, however, that such coverage may not be less than the minimum amount
required to fully compensate for any loss or damage on a replacement cost basis.
To the extent it may do so without breaching the related Subservicing Agreement,
the Master Servicer shall replace any Subservicer that does not cause such
insurance, to the extent it is available, to be maintained. The Master Servicer
shall also cause to be maintained on property acquired upon foreclosure, or deed
in lieu of foreclosure, of any Mortgage Loan (other than a Cooperative Loan),
fire insurance with extended coverage in an amount which is at least equal to
the amount necessary to avoid the application of any co-insurance clause
contained in the related hazard insurance policy. Pursuant to Section 3.07, any
amounts collected by the Master Servicer
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under any such policies (other than amounts to be applied to the restoration or
repair of the related Mortgaged Property or property thus acquired or amounts
released to the Mortgagor in accordance with the Master Servicer's normal
servicing procedures) shall be deposited in the Custodial Account, subject to
withdrawal pursuant to Section 3.10. Any cost incurred by the Master Servicer in
maintaining any such insurance shall not, for the purpose of calculating monthly
distributions to the Certificateholders, be added to the amount owing under the
Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so permit.
Such costs shall be recoverable by the Master Servicer out of related late
payments by the Mortgagor or out of Insurance Proceeds and Liquidation Proceeds
to the extent permitted by Section 3.10. It is understood and agreed that no
earthquake or other additional insurance is to be required of any Mortgagor or
maintained on property acquired in respect of a Mortgage Loan other than
pursuant to such applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance. Whenever the improvements
securing a Mortgage Loan (other than a Cooperative Loan) are located at the time
of origination of such Mortgage Loan in a federally designated special flood
hazard area, the Master Servicer shall cause flood insurance (to the extent
available) to be maintained in respect thereof. Such flood insurance shall be in
an amount equal to the lesser of (i) the amount required to compensate for any
loss or damage to the Mortgaged Property on a replacement cost basis and (ii)
the maximum amount of such insurance available for the related Mortgaged
Property under the national flood insurance program (assuming that the area in
which such Mortgaged Property is located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a
blanket fire insurance policy with extended coverage insuring against hazard
losses on all of the Mortgage Loans, it shall conclusively be deemed to have
satisfied its obligations as set forth in the first sentence of this Section
3.12(a), it being understood and agreed that such policy may contain a
deductible clause, in which case the Master Servicer shall, in the event that
there shall not have been maintained on the related Mortgaged Property a policy
complying with the first sentence of this Section 3.12(a) and there shall have
been a loss which would have been covered by such policy, deposit in the
Certificate Account the amount not otherwise payable under the blanket policy
because of such deductible clause. Any such deposit by the Master Servicer shall
be made on the Certificate Account Deposit Date next preceding the Distribution
Date which occurs in the month following the month in which payments under any
such policy would have been deposited in the Custodial Account. In connection
with its activities as administrator and servicer of the Mortgage Loans, the
Master Servicer agrees to present, on behalf of itself, the Trustee and the
Certificateholders, claims under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and administering the Mortgage
Loans for FNMA or FHLMC. In the event that any such bond or policy ceases to be
in effect, the Master Servicer shall obtain a
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comparable replacement bond or policy from an issuer or insurer, as the case may
be, meeting the requirements, if any, of the Program Guide and acceptable to the
Company. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and Modification
Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Subservicer, to the extent it has knowledge of such conveyance,
shall enforce any due-on-sale clause contained in any Mortgage Note or Mortgage,
to the extent permitted under applicable law and governmental regulations, but
only to the extent that such enforcement will not adversely affect or jeopardize
coverage under any Required Insurance Policy. Notwithstanding the foregoing:
(i) the Master Servicer shall not be deemed to be in default under
this Section 3.13(a) by reason of any transfer or assumption which the
Master Servicer is restricted by law from preventing; and
(ii) if the Master Servicer determines that it is reasonably
likely that any Mortgagor will bring, or if any Mortgagor does bring,
legal action to declare invalid or otherwise avoid enforcement of a
due-on-sale clause contained in any Mortgage Note or Mortgage, the
Master Servicer shall not be required to enforce the due-on-sale clause
or to contest such action.
(b) Subject to the Master Servicer's duty to enforce any due-on-sale clause
to the extent set forth in Section 3.13(a), in any case in which a Mortgaged
Property is to be conveyed to a Person by a Mortgagor, and such Person is to
enter into an assumption or modification agreement or supplement to the Mortgage
Note or Mortgage which requires the signature of the Trustee, or if an
instrument of release signed by the Trustee is required releasing the Mortgagor
from liability on the Mortgage Loan, the Master Servicer is authorized, subject
to the requirements of the sentence next following, to execute and deliver, on
behalf of the Trustee, the assumption agreement with the Person to whom the
Mortgaged Property is to be conveyed and such modification agreement or
supplement to the Mortgage Note or Mortgage or other instruments as are
reasonable or necessary to carry out the terms of the Mortgage Note or Mortgage
or otherwise to comply with any applicable laws regarding assumptions or the
transfer of the Mortgaged Property to such Person; provided, however, none of
such terms and requirements shall both (i) constitute a "significant
modification" effecting an exchange or reissuance of such Mortgage Loan under
the Code (or final, temporary or proposed Treasury Regulations promulgated
thereunder) and (ii) cause the Trust Fund to fail to qualify as a REMIC under
the Code or (subject to Section 10.01(f)), result in the imposition of any tax
on "prohibited transactions" or constitute "contributions" after the start-up
date under the REMIC Provisions. The Master Servicer shall execute and deliver
such documents only if it reasonably determines that (i) its execution and
delivery thereof will not conflict with or violate any terms of this
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Agreement or cause the unpaid balance and interest on the Mortgage Loan to be
uncollectible in whole or in part, (ii) any required consents of insurers under
any Required Insurance Policies have been obtained and (iii) subsequent to the
closing of the transaction involving the assumption or transfer (A) the Mortgage
Loan will continue to be secured by a first mortgage lien pursuant to the terms
of the Mortgage, (B) such transaction will not adversely affect the coverage
under any Required Insurance Policies, (C) the Mortgage Loan will fully amortize
over the remaining term thereof, (D) no material term of the Mortgage Loan
(including the interest rate on the Mortgage Loan) will be altered nor will the
term of the Mortgage Loan be changed and (E) if the seller/transferor of the
Mortgaged Property is to be released from liability on the Mortgage Loan, such
release will not (based on the Master Servicer's or Subservicer's good faith
determination) adversely affect the collectability of the Mortgage Loan. Upon
receipt of appropriate instructions from the Master Servicer in accordance with
the foregoing, the Trustee shall execute any necessary instruments for such
assumption or substitution of liability as directed in writing by the Master
Servicer. Upon the closing of the transactions contemplated by such documents,
the Master Servicer shall cause the originals or true and correct copies of the
assumption agreement, the release (if any), or the modification or supplement to
the Mortgage Note or Mortgage to be delivered to the Trustee or the Custodian
and deposited with the Mortgage File for such Mortgage Loan. Any fee collected
by the Master Servicer or such related Subservicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or such Subservicer as additional servicing compensation.
(c) The Master Servicer or the related Subservicer, as the case may be,
shall be entitled to approve a request from a Mortgagor for a partial release of
the related Mortgaged Property, the granting of an easement thereon in favor of
another Person, any alteration or demolition of the related Mortgaged Property
(or, with respect to a Cooperative Loan, the related Cooperative Apartment) or
other similar matters if it has determined, exercising its good faith business
judgment in the same manner as it would if it were the owner of the related
Mortgage Loan, that the security for, and the timely and full collectability of,
such Mortgage Loan would not be adversely affected thereby and that 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
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of such Mortgage Loan and that the form of the transaction is solely to comply
with, or facilitate the transaction under, such local laws; (iii) that the
Mortgage Loan following the proposed assignment will have a rate of interest at
least 0.25 percent below or above the rate of interest on such Mortgage Loan
prior to such proposed assignment; and (iv) that such assignment is at the
request of the borrower under the related Mortgage Loan. Upon approval of an
assignment in lieu of satisfaction with respect to any Mortgage Loan, the Master
Servicer shall receive cash in an amount equal to the unpaid principal balance
of and accrued interest on such Mortgage Loan and the Master Servicer shall
treat such amount as a Principal Prepayment in Full with respect to such
Mortgage Loan for all purposes hereof.
Section 3.14. Realization Upon Defaulted Mortgage Loans.
(a) The Master Servicer shall foreclose upon or otherwise comparably
convert (which may include an REO Acquisition) the ownership of properties
securing such of the Mortgage Loans as come into and continue in default and as
to which no satisfactory arrangements can be made for collection of delinquent
payments pursuant to Section 3.07. In connection with such foreclosure or other
conversion, the Master Servicer shall, consistent with Section 3.11, follow such
practices and procedures as it shall deem necessary or advisable, as shall be
normal and usual in its general mortgage servicing activities and as shall be
required or permitted by the Program Guide; provided that the Master Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection with any such foreclosure or other conversion in a manner that is
consistent with the provisions of this Agreement. The Master Servicer, however,
shall not be required to expend its own funds or incur other reimbursable
charges in connection with any foreclosure, or attempted foreclosure which is
not completed, or towards the restoration of any property unless it shall
determine (i) that such restoration and/or foreclosure will increase the
proceeds of liquidation of the Mortgage Loan to Holders of Certificates of one
or more Classes after reimbursement to itself for such expenses or charges and
(ii) that such expenses or charges will be recoverable to it through Liquidation
Proceeds, Insurance Proceeds, or REO Proceeds (respecting which it shall have
priority for purposes of withdrawals from the Custodial Account pursuant to
Section 3.10, whether or not such expenses and charges are actually recoverable
from related Liquidation Proceeds, Insurance Proceeds or REO Proceeds). In the
event of such a determination by the Master Servicer pursuant to this Section
3.14(a), the Master Servicer shall be entitled to reimbursement of such amounts
pursuant to Section 3.10. In addition to the foregoing, the Master Servicer
shall use its best 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
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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 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.
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(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 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 the 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 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 is not a United States Person, in connection with any foreclosure or
acquisition of a deed in lieu of
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foreclosure (together, "foreclosure") in respect of such Mortgage Loan, the
Master Servicer will cause compliance with the provisions of Treasury Regulation
Section 1.1445-2(d)(3) (or any successor thereto) necessary to assure that no
withholding tax obligation arises with respect to the proceeds of such
foreclosure except to the extent, if any, that proceeds of such foreclosure are
required to be remitted to the obligors on such Mortgage Loan.
Section 3.15. Trustee to Cooperate; Release of Mortgage Files.
(a) Upon becoming aware of the payment in full of any Mortgage Loan, or
upon the receipt by the Master Servicer of a notification that payment in full
will be escrowed in a manner customary for such purposes, the Master Servicer
will immediately notify the Trustee (if it holds the related Mortgage File) or
the Custodian by a certification of a Servicing Officer (which certification
shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in
the Custodial Account pursuant to Section 3.07 have been or will be so
deposited), substantially in one of the forms attached hereto as Exhibit H, or,
in the case of the Custodian, an electronic request in a form acceptable to the
Custodian, requesting delivery to it of the Mortgage File. Upon receipt of such
certification and request, the Trustee shall promptly release, or cause the
Custodian to release, the related Mortgage File to the Master Servicer. The
Master Servicer is authorized to execute and deliver to the Mortgagor the
request for reconveyance, deed of reconveyance or release or satisfaction of
mortgage or such instrument releasing the lien of the Mortgage, together with
the Mortgage Note with, as appropriate, written evidence of cancellation
thereon. No expenses incurred in connection with any instrument of satisfaction
or deed of reconveyance shall be chargeable to the Custodial Account or the
Certificate Account.
(b) From time to time as is appropriate for the servicing or foreclosure of
any Mortgage Loan, the Master Servicer shall deliver to the Custodian, with a
copy to the Trustee, a certificate of a Servicing Officer substantially in one
of the forms attached as Exhibit H hereto, or, in the case of the Custodian, an
electronic request in a form acceptable to the Custodian, requesting that
possession of all, or any document constituting part of, the Mortgage File be
released to the Master Servicer and certifying as to the reason for such release
and that such release will not invalidate any insurance coverage provided in
respect of the Mortgage Loan under any Required Insurance Policy. Upon receipt
of the foregoing, the Trustee shall deliver, or cause the Custodian to deliver,
the Mortgage File or any document therein to the Master Servicer. The Master
Servicer shall cause each Mortgage File or any document therein so released to
be returned to the Trustee, or the Custodian as agent for the Trustee when the
need therefor by the Master Servicer no longer exists, unless (i) the Mortgage
Loan has been liquidated and the Liquidation Proceeds relating to the Mortgage
Loan have been deposited in the Custodial Account or (ii) the Mortgage File or
such document has been delivered directly or through a Subservicer to an
attorney, or to a public trustee or other public official as required by law,
for purposes of initiating or pursuing legal action or other proceedings for the
foreclosure of the Mortgaged Property either judicially or non-judicially, and
the Master Servicer has delivered directly or through a Subservicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a
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Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a deficiency judgment, or to enforce any other remedies or rights
provided by the Mortgage Note or Mortgage or otherwise available at law or in
equity. Together with such documents or pleadings (if signed by the Trustee),
the Master Servicer shall deliver to the Trustee a certificate of a Servicing
Officer requesting that such pleadings or documents be executed by the Trustee
and certifying as to the reason such documents or pleadings are required and
that the execution and delivery thereof by the Trustee will not invalidate any
insurance coverage under any Required Insurance Policy or invalidate or
otherwise affect the lien of the Mortgage, except for the termination of such a
lien upon completion of the foreclosure or trustee's sale.
Section 3.16. Servicing and Other Compensation; Compensating Interest.
(a) The Master Servicer, as compensation for its activities hereunder,
shall be entitled to receive on each Distribution Date the amounts provided for
by clauses (iii), (iv), (v) and (vi) of Section 3.10(a), subject to clause (e)
below. The amount of servicing compensation provided for in such clauses shall
be accounted for on a Mortgage Loan-by-Mortgage Loan basis. In the event that
Liquidation Proceeds, Insurance Proceeds and REO Proceeds (net of amounts
reimbursable therefrom pursuant to Section 3.10(a)(ii)) in respect of a Cash
Liquidation or REO Disposition exceed the unpaid principal balance of such
Mortgage Loan plus unpaid interest accrued thereon (including REO Imputed
Interest) at a per annum rate equal to the related Net Mortgage Rate (or the
Modified Net Mortgage Rate in the case of a Modified Mortgage Loan), the Master
Servicer shall be entitled to retain 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
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transferred in whole or in part except in connection with the transfer of all of
its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section 3.10(a)(iii); second, to any
income or gain realized from any investment of funds held in the Custodial
Account or the Certificate Account to which the Master Servicer is entitled
pursuant to Sections 3.07(c) or 4.01(b), respectively; and third, to any amounts
of servicing compensation to which the Master Servicer is entitled pursuant to
Section 3.10(a)(v) or (vi). In making such reduction, the Master Servicer (i)
will not withdraw from the Custodial Account any such amount representing all or
a portion of the Servicing Fee to which it is entitled pursuant to Section
3.10(a)(iii); (ii) will not withdraw from the Custodial Account or Certificate
Account any such amount to which it is entitled pursuant to Section 3.07(c) or
4.01(b) and (iii) will not withdraw from the Custodial Account any such amount
of servicing compensation to which it is entitled pursuant to Section 3.10(a)(v)
or (vi).
Section 3.17. Reports to the Trustee and the Company.
Not later than fifteen days after each Distribution Date, the Master
Servicer shall forward to the Trustee and the Company a statement, certified by
a Servicing Officer, setting forth the status of the Custodial Account as of the
close of business on such Distribution Date as it relates to the Mortgage Loans
and showing, for the period covered by such statement, the aggregate of deposits
in or withdrawals from the Custodial Account in respect of the Mortgage Loans
for each category of deposit specified in Section 3.07 and each category of
withdrawal specified in Section 3.10.
Section 3.18. Annual Statement as to Compliance.
The Master Servicer will deliver to the Company and the Trustee on or
before March 31 of each year, beginning with the first March 31 that occurs at
least six months after the Cut-off Date, an Officers' Certificate stating, as to
each signer thereof, that (i) a review of the activities of the Master Servicer
during the preceding calendar year related to its servicing of mortgage loans
and its performance under pooling and servicing agreements, including this
Agreement, has been made under such officers' supervision, (ii) to the best of
such officers' knowledge, based on such review, the Master Servicer has complied
in all material respects with the minimum servicing standards set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material obligations relating to this Agreement in all material respects
throughout such year, or, if there has been material noncompliance with such
servicing standards or a default in the fulfillment in all material respects of
any such obligation relating to this Agreement, such statement shall include a
description of such noncompliance or specify each such default, as the case may
be, known to such officer and the nature and status thereof and (iii) to the
best of such officers' knowledge, each Subservicer has complied in all material
respects
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with the minimum servicing standards set forth in the Uniform Single Attestation
Program for Mortgage Bankers and has fulfilled all of its material obligations
under its Subservicing Agreement in all material respects throughout such year,
or, if there has been material noncompliance with such servicing standards or a
material default in the fulfillment of such obligations relating to this
Agreement, such statement shall include a description of such noncompliance or
specify each such default, as the case may be, known to such officer and the
nature and status thereof.
Section 3.19. Annual Independent Public Accountants' Servicing Report.
On or before March 31 of each year, beginning with the first March 31
that occurs at least six months after the Cut-off Date, the Master Servicer at
its expense shall cause a firm of independent public accountants, which shall be
members of the American Institute of Certified Public Accountants, to furnish a
report to the Company and the Trustee stating its opinion that, on the basis of
an examination conducted by such firm substantially in accordance with standards
established by the American Institute of Certified Public Accountants, the
assertions made pursuant to Section 3.18 regarding compliance with the minimum
servicing standards set forth in the Uniform Single Attestation Program for
Mortgage Bankers during the preceding calendar year are fairly stated in all
material respects, subject to such exceptions and other qualifications that, in
the opinion of such firm, such accounting standards require it to report. In
rendering such statement, such firm may rely, as to matters relating to the
direct servicing of mortgage loans by Subservicers, upon comparable statements
for examinations conducted by independent public accountants substantially in
accordance with standards established by the American Institute of Certified
Public Accountants (rendered within one year of such statement) with respect to
such Subservicers.
Section 3.20. Rights of the Company in Respect of the Master Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
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Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Subservicer has
deposited Buydown Funds in an account that satisfies the requirements for a
Subservicing Account (the "Buydown Account"). The Master Servicer shall cause
the Subservicing Agreement to require that upon receipt from the Mortgagor of
the amount due on a Due Date for each Buydown Mortgage Loan, the Subservicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the amount due on such date from the Mortgagor, equals the full Monthly
Payment and transmit that amount in accordance with the terms of the
Subservicing Agreement to the Master Servicer together with the related payment
made by the Mortgagor or advanced by the Subservicer.
(b) If the Mortgagor on a Buydown Mortgage Loan prepays such loan in its
entirety during the period (the "Buydown Period") when Buydown Funds are
required to be applied to such Buydown Mortgage Loan, the Subservicer shall be
required to withdraw from the Buydown Account and remit any Buydown Funds
remaining in the Buydown Account in accordance with the related buydown
agreement. The amount of Buydown Funds which may be remitted in accordance with
the related buydown agreement may reduce the amount required to be paid by the
Mortgagor to fully prepay the related Mortgage Loan. If the Mortgagor on a
Buydown Mortgage Loan defaults on such Mortgage Loan during the Buydown Period
and the property securing such Buydown Mortgage Loan is sold in the liquidation
thereof (either by the Master Servicer or the insurer under any related Primary
Insurance Policy), the Subservicer shall be required to withdraw from the
Buydown Account the Buydown Funds for such Buydown Mortgage Loan still held in
the Buydown Account and remit the same to the Master Servicer in accordance with
the terms of the Subservicing Agreement for deposit in the Custodial Account or,
if instructed by the Master Servicer, pay to the insurer under any related
Primary Insurance Policy if the Mortgaged Property is transferred to such
insurer and such insurer pays all of the loss incurred in respect of such
default. Any amount so remitted pursuant to the preceding sentence will be
deemed to reduce the amount owed on the Mortgage Loan.
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ARTICLE IV
PAYMENTS TO CERTIFICATEHOLDERS
Section 4.01. Certificate Account.
(a) The Master Servicer on behalf of the Trustee shall establish and
maintain a Certificate Account in which the Master Servicer shall cause to be
deposited on behalf of the Trustee on or before 2:00 P.M. New York time on each
Certificate Account Deposit Date by wire transfer of immediately available funds
an amount equal to the sum of (i) any Advance for the immediately succeeding
Distribution Date, (ii) any amount required to be deposited in the Certificate
Account pursuant to Section 3.12(a), (iii) any amount required to be deposited
in the Certificate Account pursuant to Section 3.16(e) or Section 4.07, (iv) any
amount required to be paid pursuant to Section 9.01 and (v) all other amounts
constituting the Available Distribution Amount for the immediately succeeding
Distribution Date.
(b) The Trustee shall, upon written request from the Master Servicer,
invest or cause the institution maintaining the Certificate Account to invest
the funds in the Certificate Account in Permitted Investments designated in the
name of the Trustee for the benefit of the Certificateholders, which shall
mature not later than the Business Day next preceding the Distribution Date next
following the date of such investment (except that (i) any investment in the
institution with which the Certificate Account is maintained may mature on such
Distribution Date and (ii) any other investment may mature on such Distribution
Date if the Trustee shall advance funds on such Distribution Date to the
Certificate Account in the amount payable on such investment on such
Distribution Date, pending receipt thereof to the extent necessary to make
distributions on the Certificates) and shall not be sold or disposed of prior to
maturity. Subject to Section 3.16(e), all income and gain realized from any such
investment shall be for the benefit of the Master Servicer and shall be subject
to its withdrawal or order from time to time. The amount of any losses incurred
in respect of any such investments shall be deposited in the Certificate Account
by the Master Servicer out of its own funds immediately as realized without any
right of reimbursement.
Section 4.02. Distributions.
(a) On each Distribution Date (x) the Master Servicer on behalf of the
Trustee or (y) the Paying Agent appointed by the Trustee, shall distribute to
the Master Servicer, in the case of a distribution pursuant to Section
4.02(a)(iii), the amount required to be distributed to the Master Servicer or a
Subservicer pursuant to Section 4.02(a)(iii), and to each Certificateholder of
record on the next preceding Record Date (other than as provided in Section 9.01
respecting the final distribution) either in immediately available funds (by
wire transfer or otherwise) to the account of such Certificateholder at a bank
or other entity having appropriate facilities therefor, if such
Certificateholder has so notified the Master Servicer or the Paying Agent, as
the case may be, or, if such Certificateholder has not so notified the Master
Servicer or the Paying Agent by the Record Date, by check mailed to such
Certificateholder at the address of such Holder appearing in the Certificate
Register such Certificateholder's share (which share (A) with respect to each
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Class of Certificates (other than any Subclass of the Class A-12 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-12 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-11
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 Subclass, if any, with respect to the Class
A-12 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-11 Certificateholders, the Class A-11
Principal Distribution Amount; and
(Y) to the Class A Certificateholders (other than the
Class A-11 Certificateholders) and Class R Certificateholders, in the
priorities and amounts set forth in Section 4.02(b)(ii) through (iv)
and Section 4.02(c), the sum of the following (applied to reduce the
Certificate Principal Balances of such Class A Certificates or Class R
Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date
times the sum of the following:
(1) the principal portion of each Monthly
Payment due during the related Due Period on each
Outstanding Mortgage Loan (other than the related
Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan),
whether or not received on or prior to the related
Determination Date, minus the principal portion of
any Debt Service Reduction (other than the related
Discount Fraction of the principal portion of such
Debt Service Reductions with respect to each Discount
Mortgage Loan) which together with other Bankruptcy
Losses exceeds the Bankruptcy Amount;
(2) the Stated Principal Balance of any Mortgage
Loan repurchased during the related Prepayment Period
(or deemed to have been so repurchased in accordance
with Section 3.07(b)) pursuant to Section 2.02, 2.03,
2.04 or 4.07 and the amount of any shortfall
deposited in the Custodial Account in connection with
the substitution of a Deleted Mortgage Loan pursuant
to Section 2.03 or 2.04 during the related Prepayment
Period (other than the related Discount Fraction of
such Stated Principal Balance or shortfall with
respect to each Discount
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Mortgage Loan); and
(3) the principal portion of all other
unscheduled collections (other than Principal
Prepayments in Full and Curtailments and amounts
received in connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan described in Section
4.02(a)(ii)(Y)(B), including without limitation
Insurance Proceeds, Liquidation Proceeds and REO
Proceeds) received during the related Prepayment
Period (or deemed to have been so received in
accordance with Section 3.07(b)) to the extent
applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to
Section 3.14 (other than the related Discount
Fraction of the principal portion of such unscheduled
collections, with respect to each Discount Mortgage
Loan);
(B) with respect to each Mortgage Loan for which a Cash
Liquidation or a REO Disposition occurred during the related
Prepayment Period (or was deemed to have occurred during such
period in accordance with Section 3.07(b)) and did not result
in any Excess Special Hazard Losses, Excess Fraud Losses,
Excess Bankruptcy Losses or Extraordinary Losses, an amount
equal to the lesser of (a) the Senior Percentage for such
Distribution Date times the Stated Principal Balance of such
Mortgage Loan (other than the related Discount Fraction of
such Stated Principal Balance, with respect to each Discount
Mortgage Loan) and (b) the Senior Accelerated Distribution
Percentage for such Distribution Date times the related
unscheduled collections (including without limitation
Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to
the extent applied by the Master Servicer as recoveries of
principal of the related Mortgage Loan pursuant to Section
3.14 (in each case other than the portion of such unscheduled
collections, with respect to a Discount Mortgage Loan,
included in Section 4.02(b)(i)(C));
(C) the Senior Accelerated Distribution Percentage for
such Distribution Date times the aggregate of all Principal
Prepayments in Full and Curtailments received in the related
Prepayment Period (other than the related Discount Fraction of
such Principal Prepayments in Full and Curtailments, with
respect to each Discount Mortgage Loan);
(D) any Excess Subordinate Principal Amount for such
Distribution Date; and
(E) any amounts described in subsection (ii)(Y), clauses
(A), (B) and (C) of this Section 4.02(a), as determined for
any previous Distribution Date, which remain unpaid after
application of amounts previously distributed pursuant to this
clause (E) to the extent that such amounts are not
attributable to Realized Losses which have been allocated to
the Class M Certificates or Class B Certificates;
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(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any
Advances or Subservicer Advances previously made with respect to any
Mortgage Loan or REO Property which remain unreimbursed in whole or in
part following the Cash Liquidation or REO Disposition of such Mortgage
Loan or REO Property, minus any such Advances that were made with
respect to delinquencies that ultimately constituted Excess Special
Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any
Class A-11 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(vii),
(ix), (xi), (xiii), (xiv) and (xv) are insufficient therefor, applied
in reduction of the Certificate Principal Balance of the Class M-1
Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any
Accrued Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount
equal to (x) the Subordinate Principal Distribution Amount for such
Class of Certificates for such Distribution Date, minus (y) the amount
of any Class A-11 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-11 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;
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(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-11 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-11 Collection Shortfalls for such Distribution Date or
remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and
(xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount
equal to (x) the Accrued Certificate Interest thereon for such
Distribution Date, plus any Accrued Certificate Interest thereon
remaining unpaid from any previous Distribution Date, except as
provided below, minus (y) the amount of any Class A-11 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-11 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
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numerical designation, any portion of the Available Distribution Amount
remaining after the Class A Certificates and Class R Certificates have
been retired, applied to reduce the Certificate Principal Balance of
each such Class of Class M Certificates, but in no event more than the
outstanding Certificate Principal Balance of each such Class of Class M
Certificates; and thereafter to each such Class of Class B Certificates
then outstanding beginning with such Class with the lowest numerical
designation, any portion of the Available Distribution Amount remaining
after the Class M Certificates have been retired, applied to reduce the
Certificate Principal Balance of each such Class of Class B
Certificates, but in no event more than the outstanding Certificate
Principal Balance of each such Class of Class B Certificates; and
(xvii) to the Class R Certificateholders, the balance, if any, of
the Available Distribution Amount.
Notwithstanding the foregoing, on any Distribution Date, with respect
to the Class of Class B Certificates outstanding on such Distribution Date with
the highest numerical designation, or in the event the Class B Certificates are
no longer outstanding, the Class of Class M Certificates then outstanding with
the highest numerical designation, or in the event the Class B Certificates and
Class M Certificates are no longer outstanding, the Class A and Class R
Certificates, Accrued Certificate Interest thereon remaining unpaid from any
previous Distribution Date will be distributable only to the extent that such
unpaid Accrued Certificate Interest was attributable to interest shortfalls
relating to Nonrecoverable Advances as determined by the Master Servicer with
respect to the related Mortgage Loan where such Mortgage Loan has not yet been
the subject of a Cash Liquidation or REO Disposition.
(b) Distributions of principal on the Class A Certificates and Class R
Certificates on each Distribution Date occurring prior to the occurrence of the
Credit Support Depletion Date will be made as follows:
(i) first, to the Class A-11 Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class
A-11 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
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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-11 Collection Shortfalls
for such Distribution Date and the amount of any Class A-11
Collection Shortfalls remaining unpaid for all previous
Distribution Dates, but only to the extent of the Eligible
Funds for such Distribution Date;
(ii) the Senior Principal Distribution Amount shall be distributed
to the Class R Certificates until the Certificate Principal Balance
thereof has been reduced to zero;
(iii) from the balance, if any, of the Senior Principal
Distribution Amount remaining after the distribution described in
clause 4.02(b)(ii) above, there shall be distributed to the Class A-10
Certificates, in reduction of the Certificate Principal Balance
thereof, an amount equal to the sum of the following:
(A) the Class A-10 Certificates' pro rata share (based on
the aggregate Certificate Principal Balance thereof relative
to the aggregate Certificate Principal Balance of all of the
Certificates (other than the Class A-11 Certificates)) of the
aggregate of the collections described in Sections
4.02(a)(ii)(Y)(A), (B) and (E) without any application of the
Senior Percentage or the Senior Accelerated Distribution
Percentage; and
(B) the Prepayment Lockout Percentage of the Class A-10
Certificates' pro rata share (based on the aggregate
Certificate Principal Balance thereof relative to the
Certificate Principal Balance of all of the Certificates
(other than the Class A-11 Certificates)) of the aggregate of
the collections described in Section 4.02(a)(ii)(Y)(C) without
any application of the Senior Accelerated Distribution
Percentage;
provided that, if the aggregate of the amounts set forth in
Section 4.02(a)(ii)(Y)(A) through (E) is more than the
balance of the Available
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Distribution Amount remaining after the amounts set forth in
Sections 4.02(a)(i) and 4.02(b)(i) have been distributed, the
amount paid to the Class A-10 Certificates pursuant to this
clause (iii) shall be reduced by an amount equal to the Class
A-10 Certificates' pro rata share (based on the Certificate
Principal Balance thereof relative to the aggregate
Certificate Principal Balance of the Class A Certificates
(other than the Class A-11 Certificates) of such difference;
and
(iv) the balance of the Senior Principal Distribution Amount
remaining after the distributions, if any, described in clauses (ii)
and (iii) above shall be distributed as follows:
first, concurrently, 22.0338086% and 77.9661914% to the
Class A-1 Certificates and the Class A-2 Certificates,
respectively, until the Certificate Principal Balance of the
Class A-2 Certificates has been reduced to zero;
second, concurrently, 22.0338086% and 77.9661914% to the
Class A-1 Certificates and Class A-3 Certificates, respectively,
until the Certificate Principal Balance of the Class A-3
Certificates has been reduced to zero;
third, concurrently, 22.0338086% and 77.9661914%, to the
Class A-1 Certificates and Class A-4 Certificates, respectively,
until the Certificate Principal Balance of the Class A-4
Certificates has been reduced to zero;
fourth, concurrently, 22.0338086% and 77.9661914%, to the
Class A-1 Certificates and Class A-5 Certificates, respectively,
until the Certificate Principal Balance of the Class A-5
Certificates has been reduced to zero;
fifth, concurrently, 22.0338086% and 77.9661914%, to the
Class A-1 Certificates and Class A-6 Certificates, respectively,
until the Certificate Principal Balance of the Class A-6
Certificates has been reduced to zero;
sixth, concurrently, 22.0338086% and 77.9661914%, to the
Class A-1 Certificates and Class A-7 Certificates, respectively,
until the Certificate Principal Balance of the Class A-1
Certificates has been reduced to zero;
seventh, to the Class A-7 Certificates, until the
Certificate Principal Balance thereof has been reduced to zero;
eighth, to the Class A-8 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero;
ninth, to the Class A-9 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero; and
tenth, to the Class A-10 Certificates, until the Certificate
Principal Balance thereof has been reduced to zero.
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(c) On or after the occurrence of the Credit Support Depletion Date, all
priorities relating to distributions as described in Section 4.02(b) above in
respect of principal among the various classes of Class A Certificates (other
than the Class A-11 Certificates) and Class R Certificates will be disregarded
and an amount equal to the Discount Fraction of the principal portion of
scheduled or unscheduled payments received or advanced in respect of Discount
Mortgage Loans will be distributed to the Class A-11 Certificates and the Senior
Principal Distribution Amount will be distributed among all classes of Class A
Certificates (other than the Class A-11 Certificates) and Class R Certificates
pro rata in accordance with their respective outstanding Certificate Principal
Balances and the amount set forth in Section 4.02(a)(i) will be distributed as
set forth therein.
(d) After reduction of the Certificate Principal Balances of the Class A
Certificates (other than the Class A-11 Certificates) and Class R Certificates
to zero but prior to the occurrence of the Credit Support Depletion Date, the
Class A Certificates (other than the Class A-11 Certificates) and Class R
Certificates will be entitled to no further distributions of principal thereon
and the Available Distribution Amount will be paid solely to the holders of the
Class A- 11, Class A-12, Class M and Class B Certificates, in each case as
described herein.
(e) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, recoveries in respect of the representations and warranties made by the
related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable Certificateholders of
the Class or Classes to which such Realized Loss was allocated, if applicable,
(with the amounts to be distributed allocated among such Classes in the same
proportions as such Realized Loss was allocated) and within each such Class to
the Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a Mortgage Loan shall exceed,
either individually or in the aggregate and together with any other amounts paid
in reimbursement therefor, the amount of the related Realized Loss that was
allocated to such Class of Certificates. Notwithstanding the foregoing, no such
distribution shall be made with respect to the Certificates of any Class to the
extent that either (i) such Class was protected against the related Realized
Loss pursuant to any instrument or fund established under Section 11.01(e) or
(ii) such Class of Certificates has been deposited into a separate trust fund or
other structuring vehicle and separate certificates or other instruments
representing interests therein have been issued in one or more classes, and any
of such separate certificates or other instruments was protected against the
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related Realized Loss pursuant to any limited guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or a combination thereof. Any amount to be so
distributed with respect to the Certificates of any Class shall be distributed
by the Master Servicer to the Certificateholders of record as of the Record Date
immediately preceding the date of such distribution (i) with respect to the
Certificates of any Class (other than the Class A-12 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-12
Certificates, to the Class A-12 Certificates or any Subclass thereof in the same
proportion as the related Realized Loss was allocated. Any amounts to be so
distributed shall not be remitted to or distributed from the Trust Fund, and
shall constitute subsequent recoveries with respect to Mortgage Loans that are
no longer assets of the Trust Fund.
(f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
Section 4.03. Statements to Certificateholders.
(a) Concurrently with each distribution charged to the Certificate Account
and with respect to each Distribution Date the Master Servicer shall forward to
the Trustee and the Trustee shall forward by mail to each Holder and the Company
a statement setting forth the following information as to each Class of
Certificates to the extent applicable:
(i) (a) the amount of such distribution to the Certificateholders of
such Class
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applied to reduce the Certificate Principal Balance thereof, and (b) the
aggregate amount included therein representing Principal Prepayments;
(ii) the amount of such distribution to Holders of such Class of
Certificates allocable to interest;
(iii) if the distribution to the Holders of such Class of Certificates
is less than the full amount that would be distributable to such Holders if
there were sufficient funds available therefor, the amount of the
shortfall;
(iv) the amount of any Advance by the Master Servicer pursuant to
Section 4.04;
(v) the number and Pool Stated Principal Balance of the Mortgage Loans
after giving effect to the distribution of principal on such Distribution
Date;
(vi) the aggregate Certificate Principal Balance of each Class of
Certificates, and each of the Senior, Class M and Class B Percentages,
after giving effect to the amounts distributed on such Distribution Date,
separately identifying any reduction thereof due to Realized Losses other
than pursuant to an actual distribution of principal;
(vii) the related Subordinate Principal Distribution Amount and
Prepayment Distribution Percentage, if applicable;
(viii) on the basis of the most recent reports furnished to it by
Subservicers, the number and aggregate principal balances of Mortgage Loans
that are delinquent (A) one month, (B) two months and (C) three months and
the number and aggregate principal balance of Mortgage Loans that are in
foreclosure;
(ix) the number, aggregate principal balance and book value of any REO
Properties;
(x) the aggregate Accrued Certificate Interest remaining unpaid, if
any, for each Class of Certificates, after giving effect to the
distribution made on such Distribution Date;
(xi) the Special Hazard Amount, Fraud Loss Amount and Bankruptcy
Amount as of the close of business on such Distribution Date and a
description of any change in the calculation of such amounts;
(xii) the weighted average Pool Strip Rate for such Distribution Date
and the Pass-Through Rate with respect to the Class A-12 Certificates and
each Subclass, if any, thereof;
(xiii) the Class A-12 Notional Amount and each Subclass Notional
Amount;
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(xiv) the occurrence of the Credit Support Depletion Date;
(xv) the Senior Accelerated Distribution Percentage applicable to such
distribution;
(xvi) the Senior Percentage for such Distribution Date;
(xvii) the aggregate amount of Realized Losses for such Distribution
Date;
(xviii) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of representation or
warranty;
(xix) the weighted average remaining term to maturity of the Mortgage
Loans after giving effect to the amounts distributed on such Distribution
Date; and
(xx) the weighted average Mortgage Rates of the Mortgage Loans after
giving effect to the amounts distributed on such Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Certificate, other than a Class R Certificate,
a statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar
year, the Master Servicer shall prepare, or cause to be prepared, and shall
forward, or cause to be forwarded, to each Person who at any time during the
calendar year was the Holder of a Class R Certificate, a statement containing
the applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master
Servicer, as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying
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applicable reporting requirements under Rule 144A.
Section 4.04. Distribution of Reports to the Trustee and the Company; Advances
by the Master Servicer.
(a) Prior to the close of business on the Business Day next succeeding each
Determination Date, the Master Servicer shall furnish a written statement to the
Trustee, any Paying Agent and the Company (the information in such statement to
be made available to Certificateholders by the Master Servicer on request)
setting forth (i) the Available Distribution Amount; and (ii) the amounts
required to be withdrawn from the Custodial Account and deposited into the
Certificate Account on the immediately succeeding Certificate Account Deposit
Date pursuant to clause (iii) of Section 4.01(a). The determination by the
Master Servicer of such amounts shall, in the absence of obvious error, be
presumptively deemed to be correct for all purposes hereunder and the Trustee
shall be protected in relying upon the same without any independent check or
verification.
(b) On or before 2:00 P.M. New York time on each Certificate Account
Deposit Date, the Master Servicer shall either (i) deposit in the Certificate
Account from its own funds, or funds received therefor from the Subservicers, an
amount equal to the Advances to be made by the Master Servicer in respect of the
related Distribution Date, which shall be in an aggregate amount equal to the
aggregate amount of Monthly Payments (with each interest portion thereof
adjusted to the Net Mortgage Rate), less the amount of any related Servicing
Modifications, Debt Service Reductions or reductions in the amount of interest
collectable from the Mortgagor pursuant to the Soldiers' and Sailors' Civil
Relief Act of 1940, as amended, or similar legislation or regulations then in
effect, on the Outstanding Mortgage Loans as of the related Due Date, which
Monthly Payments were delinquent as of the close of business as of the related
Determination Date; provided that no Advance shall be made if it would be a
Nonrecoverable Advance, (ii) withdraw from amounts on deposit in the Custodial
Account and deposit in the Certificate Account all or a portion of the Amount
Held for Future Distribution in discharge of any such Advance, or (iii) make
advances in the form of any combination of (i) and (ii) aggregating the amount
of such Advance. Any portion of the Amount Held for Future Distribution so used
shall be replaced by the Master Servicer by deposit in the Certificate Account
on or before 11:00 A.M. New York time on any future Certificate Account Deposit
Date to the extent that funds attributable to the Mortgage Loans that are
available in the Custodial Account for deposit in the Certificate Account on
such Certificate Account Deposit Date shall be less than payments to
Certificateholders required to be made on the following Distribution Date. The
Master Servicer shall be entitled to use any Advance made by a Subservicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a)(iii) in respect of outstanding Advances on any Distribution
Date shall be allocated to specific Monthly Payments due but delinquent for
previous Due Periods, which allocation shall be made, to the extent practicable,
to Monthly Payments which have been delinquent for the longest period of time.
Such allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
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The determination by the Master Servicer that it has made a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable Advance, shall be evidenced by a certificate of a Servicing
Officer delivered to the Seller and the Trustee.
In the event that the Master Servicer determines as of the Business Day
preceding any Certificate Account Deposit Date that it will be unable to deposit
in the Certificate Account an amount equal to the Advance required to be made
for the immediately succeeding Distribution Date, it shall give notice to the
Trustee of its inability to advance (such notice may be given by telecopy), not
later than 3:00 P.M., New York time, on such Business Day, specifying the
portion of such amount that it will be unable to deposit. Not later than 3:00
P.M., New York time, on the Certificate Account Deposit Date the Trustee shall,
unless by 12:00 Noon, New York time, on such day the Trustee shall have been
notified in writing (by telecopy) that the Master Servicer shall have directly
or indirectly deposited in the Certificate Account such portion of the amount of
the Advance as to which the Master Servicer shall have given notice pursuant to
the preceding sentence, pursuant to Section 7.01, (a) terminate all of the
rights and obligations of the Master Servicer under this Agreement in accordance
with Section 7.01 and (b) assume the rights and obligations of the Master
Servicer hereunder, including the obligation to deposit in the Certificate
Account an amount equal to the Advance for the immediately succeeding
Distribution Date.
The Trustee shall deposit all funds it receives pursuant to this
Section 4.04 into the Certificate Account.
Section 4.05. Allocation of Realized Losses.
Prior to each Distribution Date, the Master Servicer shall determine
the total amount of Realized Losses, if any, that resulted from any Cash
Liquidation, Servicing Modification, Debt Service Reduction, Deficient Valuation
or REO Disposition that occurred during the related Prepayment Period or, in the
case of a Servicing Modification that constitutes a reduction of the interest
rate on a Mortgage Loan, the amount of the reduction in the interest portion of
the Monthly Payment due in the month in which such Distribution Date occurs. The
amount of each Realized Loss shall be evidenced by an Officers' Certificate. All
Realized Losses, other than Excess Special Hazard Losses, Extraordinary Losses,
Excess Bankruptcy Losses or Excess Fraud Losses, shall be allocated as follows:
first, to the Class B-3 Certificates until the Certificate Principal Balance
thereof has been reduced to zero; second, to the Class B-2 Certificates until
the Certificate Principal Balance thereof has been reduced to zero; third, to
the Class B-1 Certificates until the Certificate Principal Balance thereof has
been reduced to zero; fourth, to the Class M-3 Certificates until the
Certificate Principal Balance thereof has been reduced to zero; fifth, to the
Class M-2 Certificates until the Certificate Principal Balance thereof has been
reduced to zero; sixth, to the Class M-1 Certificates until the Certificate
Principal Balance thereof has been reduced to zero; and, thereafter, if any such
Realized Loss is on a Discount Mortgage Loan, to the Class A-11 Certificates, in
an amount equal to the Discount Fraction of the principal portion thereof, and
the remainder of such Realized Losses on the Discount Mortgage Loans and the
entire amount of such Realized Losses on Non-Discount Mortgage Loans will be
allocated among all the Class A Certificates (other than the Class A-11
Certificates) and Class R
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Certificates, on a pro rata basis, as described below. Any Excess Special Hazard
Losses, Excess Bankruptcy Losses, Excess Fraud Losses and Extraordinary Losses
on the Mortgage Loans will be allocated to the Class A-11 Certificates in an
amount equal to the Discount Fraction thereof in the case of a Discount Mortgage
Loan and the remainder of such losses on Discount Mortgage Loans and the entire
amount of such losses on Non-Discount Mortgage Loans will be allocated among the
Class A Certificates (other than the Class A-11 Certificates), Class M and Class
B Certificates, on a pro rata basis, as described below.
As used herein, an allocation of a Realized Loss on a "pro rata basis"
among two or more specified Classes of Certificates means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of
Certificates on the basis of their then outstanding Certificate Principal
Balances prior to giving effect to distributions to be made on such Distribution
Date in the case of the principal portion of a Realized Loss or based on the
Accrued Certificate Interest thereon payable on such Distribution Date (without
regard to any Compensating Interest for such Distribution Date) in the case of
an interest portion of a Realized Loss. Except as provided in the following
sentence, any allocation of the principal portion of Realized Losses (other than
Debt Service Reductions) to a Class of Certificates shall be made by reducing
the Certificate Principal Balance thereof by the amount so allocated, which
allocation shall be deemed to have occurred on such Distribution Date. Any
allocation of the principal portion of Realized Losses (other than Debt Service
Reductions) to the Class B Certificates or, after the Certificate Principal
Balances of the Class B Certificates have been reduced to zero, to the Class of
Class M Certificates then outstanding with the highest numerical designation
shall be made by operation of the definition of "Certificate Principal Balance"
and by operation of the provisions of Section 4.02(a). Allocations of the
interest portions of Realized Losses shall be made in proportion to the amount
of Accrued Certificate Interest and by operation of the definition of "Accrued
Certificate Interest" and by operation of the provisions of Section 4.02(a).
Allocations of the principal portion of Debt Service Reductions shall be made by
operation of the provisions of Section 4.02(a). All Realized Losses and all
other losses allocated to a Class of Certificates hereunder will be allocated
among the Certificates of such Class in proportion to the Percentage Interests
evidenced thereby; provided that if any Subclasses of the Class A-12
Certificates have been issued pursuant to Section 5.01(c), all Realized Losses
and other losses allocated to the Class A-12 Certificates shall be allocated
among such Subclasses in proportion to the respective amounts of Accrued
Certificate Interest payable on such Distribution Date that would have resulted
absent such reductions.
Section 4.06. Reports of Foreclosures and Abandonment of Mortgaged Property.
The Master Servicer or the Subservicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
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Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or
more, the Master Servicer may, at its option, purchase such Mortgage Loan from
the Trustee at the Purchase Price therefor. If at any time the Master Servicer
makes a payment to the Certificate Account covering the amount of the Purchase
Price for such a Mortgage Loan, and the Master Servicer provides to the Trustee
a certification signed by a Servicing Officer stating that the amount of such
payment has been deposited in the Certificate Account, then the Trustee shall
execute the assignment of such Mortgage Loan at the request of the Master
Servicer without recourse to the Master Servicer which shall succeed to all the
Trustee's right, title and interest in and to such Mortgage Loan, and all
security and documents relative thereto. Such assignment shall be an assignment
outright and not for security. The Master Servicer will thereupon own such
Mortgage, and all such security and documents, free of any further obligation to
the Trustee or the Certificateholders with respect thereto. Notwithstanding
anything to the contrary in this Section 4.07, the Master Servicer shall
continue to service any such Mortgage Loan after the date of such purchase in
accordance with the terms of this Agreement and, if any Realized Loss with
respect to such Mortgage Loan occurs, allocate such Realized Loss to the Class
or Classes of Certificates that would have borne such Realized Loss in
accordance with the terms hereof as if such Mortgage Loan had not been so
purchased. For purposes of this Agreement, a payment of the Purchase Price by
the Master Servicer pursuant to this Section 4.07 will be viewed as an advance,
and the amount of any Realized Loss shall be recoverable pursuant to the
provisions for the recovery of unreimbursed Advances under Section 4.02(a) or,
to the extent not recoverable under such provisions, as a Nonrecoverable Advance
as set forth herein.
Section 4.08. Surety Bond.
(a) If a Required Surety Payment is payable pursuant to the Surety Bond
with respect to any Additional Collateral Loan, the Master Servicer shall so
notify the Trustee as soon as reasonably practicable and the Trustee shall
promptly complete the notice in the form of Attachment 1 to the Surety Bond and
shall promptly submit such notice to the Surety as a claim for a Required
Surety. The Master Servicer shall upon request assist the Trustee in completing
such notice and shall provide any information requested by the Trustee in
connection therewith.
(b) Upon receipt of a Required Surety Payment from the Surety on behalf of
the Holders of Certificates, the Trustee shall deposit such Required Surety
Payment in the Certificate Account and shall distribute such Required Surety
Payment, or the proceeds thereof, in accordance with the provisions of Section
4.02.
(c) The Trustee shall (i) receive as attorney-in-fact of each Holder of a
Certificate any Required Surety Payment from the Surety and (ii) disburse the
same to the Holders of such Certificates as set forth in Section 4.02.
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ARTICLE V
THE CERTIFICATES
Section 5.01. The Certificates.
(a) The Class A, Class M, Class B and Class R Certificates, respectively,
shall be substantially in the forms set forth in Exhibits A, B, C and D and
shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery to or upon the order of
the Company upon receipt by the Trustee or one or more Custodians of the
documents specified in Section 2.01. The Certificates, other than the Class R
Certificates and Class A-12 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
(in the case of the Class A Certificates, other than the Class A-11
Certificates) and $1,000 (in the case of the Class A-11, Class M and Class B
Certificates) in excess thereof, except that one Certificate of each of the
Class A-11, Class M-2, Class M-3, Class B-1, Class B-2 and Class B-3
Certificates may be issued in a denomination equal to the denomination set forth
as follows for such Class or the sum of such denomination and an integral
multiple of $1,000:
Class A-11 $ 10,998.00
Class M-2 $ 261,300.00
Class M-3 $ 261,300.00
Class B-1 $ 384,900.00
Class B-2 $ 232,700.00
Class B-3 $ 393,577.01
The Class R Certificates and Class A-12 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-12 Certificates shall be issuable as a single certificate as
provided in Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
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(b) The Class A Certificates, other than the Class A-11 Certificates and
Class A-12 Certificates, shall initially be issued as one or more Certificates
registered in the name of the Depository or its nominee and, except as provided
below, registration of such Certificates may not be transferred by the Trustee
except to another Depository that agrees to hold such Certificates for the
respective Certificate Owners with Ownership Interests therein. The Class A
Certificateholders shall hold their respective Ownership Interests in and to
each of the Class A Certificates, other than the Class A-11 Certificates and
Class A-12 Certificates, through the book-entry facilities of the Depository
and, except as provided below, shall not be entitled to Definitive Certificates
in respect of such Ownership Interests. All transfers by Certificate Owners of
their respective Ownership Interests in the Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall transfer the Ownership Interests only in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Company is unable to locate a
qualified successor or (ii) the Company at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Certificate Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Book-Entry Certificates by the Depository,
accompanied by registration instructions from the Depository for registration of
transfer, the Trustee shall issue the Definitive Certificates. Neither the
Company, the Master Servicer nor the Trustee shall be liable for any actions
taken by the Depository or its nominee, including, without limitation, any delay
in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Certificates all references herein to obligations imposed upon or to be
performed by the Company in connection with the issuance of the Definitive
Certificates pursuant to this Section 5.01 shall be deemed to be imposed upon
and performed by the Trustee, and the Trustee and the Master Servicer shall
recognize the Holders of the Definitive Certificates as Certificateholders
hereunder.
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(c) From time to time Residential Funding, as the initial Holder of the
Class A-12 Certificates, may exchange such Holder's Class A-12 Certificates for
Subclasses of Class A-12 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-12 Certificates so surrendered for exchange. Any Subclass so issued
shall bear a numerical designation commencing with Class A-12-1 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 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-7 Certificates may be
transferred in whole, but not in part, in accordance with the provisions of
Section 5.02.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to
be appointed by the Trustee in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose pursuant to Section
8.12 and, in the case of any Class M, Class B or Class R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class (or Subclass) and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class (or Subclass)
and aggregate Percentage
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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 exchange
shall (if so required by the Trustee or the Certificate Registrar) be duly
endorsed by, or be accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by, the
Holder thereof or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B Certificate
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act of 1933, as amended,
and any applicable state securities laws or is made in accordance with said Act
and laws. In the event that a transfer of a Class B Certificate is to be made
either (i)(A) the Trustee shall require a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Company that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Company or the Master Servicer and (B) the Trustee shall
require the transferee to execute a representation letter, substantially in the
form of Exhibit J hereto, and the Trustee shall require the transferor to
execute a representation letter, substantially in the form of Exhibit K hereto,
each acceptable to and in form and substance satisfactory to the Company and the
Trustee certifying to the Company and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of the Trustee,
the Company or the Master Servicer or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the Master
Servicer with an investment letter substantially in the form of Exhibit L
attached hereto (or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Master Servicer, and which investment letter states that, among
other things, such transferee (A) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (B) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
(e) In the case of any Class M, Class B or Class R Certificate presented
for registration in the name of any Person, either (i) the Trustee shall require
an Opinion of Counsel acceptable to and in form and substance satisfactory to
the Trustee, the Company and the Master Servicer to the effect that the purchase
or holding of such Class M, Class B or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent
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enactments), and will not subject the Trustee, the Company or the Master
Servicer to any obligation or liability (including obligations or liabilities
under ERISA or Section 4975 of the Code) in addition to those undertaken in this
Agreement, which Opinion of Counsel shall not be an expense of the Trustee, the
Company or the Master Servicer or (ii) the prospective transferee shall be
required to provide the Trustee, the Company and the Master Servicer with a
certification to the effect set forth in paragraph six of Exhibit J-1 (with
respect to any Class B Certificate), Exhibit J-2 (with respect to any Class M
Certificate) or paragraph fourteen of Exhibit I-1 (with respect to any Class R
Certificate), which the Trustee may rely upon without further inquiry or
investigation, or such other certifications as the Trustee may deem desirable or
necessary in order to establish that such transferee or the Person in whose name
such registration is requested is not an employee benefit plan or other plan
subject to the prohibited transaction provisions of ERISA or Section 4975 of the
Code, or any Person (including an investment manager, a named fiduciary or a
trustee of any such plan) who is using "plan assets" of any such plan to effect
such acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of
such Ownership Interest to have agreed to be bound by the following
provisions and to have irrevocably authorized the Trustee or its designee
under clause (iii)(A) below to deliver payments to a Person other than such
Person and to negotiate the terms of any mandatory sale under clause
(iii)(B) below and to execute all instruments of transfer and to do all
other things necessary in connection with any such sale. The rights of each
Person acquiring any Ownership Interest in a Class R Certificate are
expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Permitted
Transferee and shall promptly notify the Trustee of any change
or impending change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any
Ownership Interest in a Class R Certificate, the Trustee shall
require delivery to it, and shall not register the Transfer of
any Class R Certificate until its receipt of, (I) an affidavit
and agreement (a "Transfer Affidavit and Agreement," in the
form attached hereto as Exhibit I-1) from the proposed
Transferee, in form and substance satisfactory to the Master
Servicer, representing and warranting, among other things,
that it is a Permitted Transferee, that it is not acquiring
its Ownership Interest in the Class R Certificate that is the
subject of the proposed Transfer as a nominee, trustee or
agent for any Person who is not a Permitted Transferee, that
for so long as it retains its Ownership Interest in a Class R
Certificate, it will endeavor to remain a Permitted
Transferee, and that it has reviewed the provisions of this
Section 5.02(f) and agrees to be bound by them, and (II) a
certificate, in the form attached hereto as Exhibit I-2, from
the Holder wishing to transfer the Class R Certificate, in
form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that no
purpose of the proposed Transfer is to impede the assessment
or collection of tax.
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(C) Notwithstanding the delivery of a Transfer Affidavit
and Agreement by a proposed Transferee under clause (B) above,
if a Responsible Officer of the Trustee who is assigned to
this Agreement has actual knowledge that the proposed
Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in a Class R Certificate to such proposed
Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership
Interest in a Class R Certificate shall agree (x) to require a
Transfer Affidavit and Agreement from any other Person to whom
such Person attempts to transfer its Ownership Interest in a
Class R Certificate and (y) not to transfer its Ownership
Interest unless it provides a certificate to the Trustee in
the form attached hereto as Exhibit I-2.
(E) Each Person holding or acquiring an Ownership
Interest in a Class R Certificate, by purchasing an Ownership
Interest in such Certificate, agrees to give the Trustee
written notice that it is a "pass-through interest holder"
within the meaning of Temporary Treasury Regulations Section
1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership
Interest in a Class R Certificate, if it is, or is holding an
Ownership Interest in a Class R Certificate on behalf of, a
"pass-through interest holder."
(ii) The Trustee will register the Transfer of any Class R
Certificate only if it shall have received the Transfer Affidavit and
Agreement, a certificate of the Holder requesting such transfer in the
form attached hereto as Exhibit I-2 and all of such other documents as
shall have been reasonably required by the Trustee as a condition to
such registration. Transfers of the Class R Certificates to Non-United
States Persons and Disqualified Organizations (as defined in Section
860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder
of a Class R Certificate, then the last preceding Permitted Transferee
shall be restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of registration
of such Transfer of such Class R Certificate. If a Non-United States
Person shall become a holder of a Class R Certificate, then the last
preceding United States Person shall be restored, to the extent
permitted by law, to all rights and obligations as Holder thereof
retroactive to the date of registration of such Transfer of such Class
R Certificate. If a transfer of a Class R Certificate is disregarded
pursuant to the provisions of Treasury Regulations Section 1.860E-1 or
Section 1.860G-3, then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and obligations
as Holder thereof retroactive to the date of registration of such
Transfer of such Class R Certificate. The Trustee shall be under no
liability to any Person for any registration of Transfer of a Class R
Certificate that is in fact not permitted by this Section 5.02(f) or
for making any payments due on such Certificate to the holder thereof
or for taking any other action with respect to such holder under the
provisions of this Agreement.
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(B) If any purported Transferee shall become a Holder of
a Class R Certificate in violation of the restrictions in this
Section 5.02(f) and to the extent that the retroactive
restoration of the rights of the Holder of such Class R
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Master Servicer
shall have the right, without notice to the holder or any
prior holder of such Class R Certificate, to sell such Class R
Certificate to a purchaser selected by the Master Servicer on
such terms as the Master Servicer may choose. Such purported
Transferee shall promptly endorse and deliver each Class R
Certificate in accordance with the instructions of the Master
Servicer. Such purchaser may be the Master Servicer itself or
any Affiliate of the Master Servicer. The proceeds of such
sale, net of the commissions (which may include commissions
payable to the Master Servicer or its Affiliates), expenses
and taxes due, if any, will be remitted by the Master Servicer
to such purported Transferee. The terms and conditions of any
sale under this clause (iii)(B) shall be determined in the
sole discretion of the Master Servicer, and the Master
Servicer shall not be liable to any Person having an Ownership
Interest in a Class R Certificate as a result of its exercise
of such discretion.
(iv) The Master Servicer, on behalf of the Trustee, shall make
available, upon written request from the Trustee, all information
necessary to compute any tax imposed (A) as a result of the Transfer of
an Ownership Interest in a Class R Certificate to any Person who is a
Disqualified Organization, including the information regarding "excess
inclusions" of such Class R Certificates required to be provided to the
Internal Revenue Service and certain Persons as described in Treasury
Regulations Sections 1.860D- 1(b)(5) and 1.860E-2(a)(5), and (B) as a
result of any regulated investment company, real estate investment
trust, common trust fund, partnership, trust, estate or organization
described in Section 1381 of the Code that holds an Ownership Interest
in a Class R Certificate having as among its record holders at any time
any Person who is a Disqualified Organization. Reasonable compensation
for providing such information may be required by the Master Servicer
from such Person.
(v) The provisions of this Section 5.02(f) set forth prior to this
clause (v) may be modified, added to or eliminated, provided that there
shall have been delivered to the Trustee the following:
(A) written notification from each Rating Agency to the
effect that the modification, addition to or elimination of
such provisions will not cause such Rating Agency to downgrade
its then-current ratings, if any, of any Class of the Class A,
Class M, Class B or Class R Certificates below the lower of
the then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency; and
(B) subject to Section 10.01(f), a certificate of the
Master Servicer stating that the Master Servicer has received
an Opinion of Counsel, in form and
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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 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).
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Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited with
the Paying Agent a sum sufficient to make the payments to the Certificateholders
in the amounts and in the manner provided for in Section 4.02, such sum to be
held in trust for the benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of the Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates
is anticipated to be made upon presentation and surrender of such
Certificates at the office or agency of the Trustee therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master
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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.
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ARTICLE VI
THE COMPANY AND THE MASTER SERVICER
Section 6.01. Respective Liabilities of the Company and the Master Servicer.
The Company and the Master Servicer shall each be liable in accordance
herewith only to the extent of the obligations specifically and respectively
imposed upon and undertaken by the Company and the Master Servicer herein. By
way of illustration and not limitation, the Company is not liable for the
servicing and administration of the Mortgage Loans, nor is it obligated by
Section 7.01 or Section 10.01 to assume any obligations of the Master Servicer
or to appoint a designee to assume such obligations, nor is it liable for any
other obligation hereunder that it may, but is not obligated to, assume unless
it elects to assume such obligation in accordance herewith.
Section 6.02. Merger or Consolidation of the Company or the Master Servicer;
Assignment of Rights and Delegation of Duties by Master Servicer.
(a) The Company and the Master Servicer will each keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation, and will each obtain and preserve its qualification to do
business as a foreign corporation in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, the Certificates or any of the Mortgage Loans
and to perform its respective duties under this Agreement.
(b) Any Person into which the Company or the Master Servicer may be merged
or consolidated, or any corporation resulting from any merger or consolidation
to which the Company or the Master Servicer shall be a party, or any Person
succeeding to the business of the Company or the Master Servicer, shall be the
successor of the Company or the Master Servicer, as the case may be, hereunder,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the successor or surviving Person to the Master Servicer
shall be qualified to service mortgage loans on behalf of FNMA or FHLMC; and
provided further that each Rating Agency's ratings, if any, of the Class A,
Class M, Class B or Class R Certificates in effect immediately prior to such
merger or consolidation will not be qualified, reduced or withdrawn as a result
thereof (as evidenced by a letter to such effect from each Rating Agency).
(c) Notwithstanding anything else in this Section 6.02 and Section 6.04 to
the contrary, the Master Servicer may assign its rights and delegate its duties
and obligations under this Agreement; provided that the Person accepting such
assignment or delegation shall be a Person which is qualified to service
mortgage loans on behalf of FNMA or FHLMC, is reasonably satisfactory to the
Trustee and the Company, is willing to service the Mortgage Loans and executes
and delivers to the Company and the Trustee an agreement, in form and substance
reasonably satisfactory to the Company and the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of
each covenant and condition to be
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performed or observed by the Master Servicer under this Agreement; provided
further that each Rating Agency's rating of the Classes of Certificates that
have been rated in effect immediately prior to such assignment and delegation
will not be qualified, reduced or withdrawn as a result of such assignment and
delegation (as evidenced by a letter to such effect from each Rating Agency). In
the case of any such assignment and delegation, the Master Servicer shall be
released from its obligations under this Agreement, except that the Master
Servicer shall remain liable for all liabilities and obligations incurred by it
as Master Servicer hereunder prior to the satisfaction of the conditions to such
assignment and delegation set forth in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company, the Master Servicer and
Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any
obligation to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class entitled thereto
in the same manner as
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if such expenses and costs constituted a Prepayment Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the Certificates of
such Class and this Agreement and, in either case, such failure shall
continue unremedied for a period of 5 days after the date upon which
written notice of such failure, requiring such failure to be remedied,
shall have been given to the Master Servicer by the Trustee or the
Company or to the Master Servicer, the Company and the Trustee by the
Holders of Certificates of such Class evidencing Percentage Interests
aggregating not less than 25%; or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on the part
of the Master Servicer contained in the Certificates of any Class or in
this Agreement and such failure shall continue unremedied for a period
of 30 days (except that such number of days shall be 15 in the case of
a failure to pay the premium for any Required Insurance Policy) after
the date on which written notice of such failure, requiring the same to
be remedied, shall have been given to the Master Servicer by the
Trustee or the Company, or to the Master Servicer, the Company and the
Trustee by the Holders of Certificates of any Class evidencing, in the
case of any such Class, Percentage Interests aggregating not less than
25%; or
(iii) a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an involuntary case
under any present or future federal or state bankruptcy, insolvency or
similar law or appointing a conservator or receiver or liquidator in
any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities, or similar proceedings
of, or relating to, the Master Servicer or of, or relating to, all or
substantially all of the property of the Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of, or commence a
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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
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addresses appearing in the Certificate Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by
a default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i), (ii) or (iii). Upon any such waiver of a default or Event
of Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion
the notices, reports and statements required to be forwarded by the Trustee
pursuant to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a
timely fashion to the Master Servicer such information as the Master Servicer
may reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of the Trust Fund as a REMIC under the REMIC Provisions and (subject to Section
10.01(f)) to prevent the imposition of any federal, state or local income,
prohibited transaction, contribution or other tax on the Trust Fund to the
extent that maintaining such status and avoiding such taxes are reasonably
within the control of the Trustee and are reasonably within the scope of its
duties under this Agreement.
(c) No provision of this Agreement shall be construed to relieve the
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:
(i) Prior to the occurrence of an Event of Default, and after the
curing or waiver of all such Events of Default which may have occurred,
the duties and obligations of the Trustee shall be determined solely by
the express provisions of this Agreement, the Trustee shall not be
liable except for the performance of such duties and obligations as are
specifically set forth in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee and,
in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the
correctness of the opinions expressed therein, upon any certificates or
opinions furnished
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to the Trustee by the Company or the Master Servicer and which on
their face, do not contradict the requirements of this Agreement;
(ii) The Trustee shall not be personally liable for an error of
judgment made in good faith by a Responsible Officer or Responsible
Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;
(iii) The Trustee shall not be personally liable with respect to
any action taken, suffered or omitted to be taken by it in good faith
in accordance with the direction of Certificateholders of any Class
holding Certificates which evidence, as to such Class, Percentage
Interests aggregating not less than 25% as to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement;
(iv) The Trustee shall not be charged with knowledge of any
default (other than a default in payment to the Trustee) specified in
clauses (i) and (ii) of Section 7.01 or an Event of Default under
clauses (iii), (iv) and (v) of Section 7.01 unless a Responsible
Officer of the Trustee assigned to and working in the Corporate Trust
Office obtains actual knowledge of such failure or event or the Trustee
receives written notice of such failure or event at its Corporate Trust
Office from the Master Servicer, the Company or any Certificateholder;
and
(v) Except to the extent provided in Section 7.02, no provision in
this Agreement shall require the Trustee to expend or risk its own
funds (including, without limitation, the making of any Advance) or
otherwise incur any personal financial liability in the performance of
any of its duties as Trustee hereunder, or in the exercise of any of
its rights or powers, if the Trustee shall have reasonable grounds for
believing that repayment of funds or adequate indemnity against such
risk or liability is not reasonably assured to it.
(d) The Trustee shall timely pay, from its own funds, the amount of any and
all federal, state and local taxes imposed on the Trust Fund or its assets or
transactions including, without limitation, (A) "prohibited transaction" penalty
taxes as defined in Section 860F of the Code, if, when and as the same shall be
due and payable, (B) any tax on contributions to a REMIC after the Closing Date
imposed by Section 860G(d) of the Code and (C) any tax on "net income from
foreclosure property" as defined in Section 860G(c) of the Code, but only if
such taxes arise out of a breach by the Trustee of its obligations hereunder,
which breach constitutes negligence or willful misconduct of the Trustee.
Section 8.02. Certain Matters Affecting the Trustee.
(a) Except as otherwise provided in Section 8.01:
(i) The Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officers' Certificate,
certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order,
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appraisal, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and protection in
respect of any action taken or suffered or omitted by it hereunder in
good faith and in accordance with such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to institute,
conduct or defend any litigation hereunder or in relation hereto at the
request, order or direction of any of the Certificateholders, pursuant
to the provisions of this Agreement, unless such Certificateholders
shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred
therein or thereby; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event of
Default (which has not been cured), to exercise such of the rights and
powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise as a prudent investor would exercise
or use under the circumstances in the conduct of such investor's own
affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon
it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have occurred, the
Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing so to do by
Holders of Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided, however,
that if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable indemnity
against such expense or liability as a condition to so proceeding. The
reasonable expense of every such examination shall be paid by the
Master Servicer, if an Event of Default shall have occurred and is
continuing, and otherwise by the Certificateholder requesting the
investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents
or attorneys; and
(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate hereby
irrevocably appoints and authorizes the Trustee to be its
attorney-in-fact for purposes of signing any Tax Returns
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required to be filed on behalf of the Trust Fund. The Trustee shall
sign on behalf of the Trust Fund and deliver to the Master Servicer in
a timely manner any Tax Returns prepared by or on behalf of the Master
Servicer that the Trustee is required to sign as determined by the
Master Servicer pursuant to applicable federal, state or local tax
laws, provided that the Master Servicer shall indemnify the Trustee for
signing any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of such
contribution (including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master Servicer in respect of the Mortgage Loans or
deposited in or withdrawn from the Custodial Account or the Certificate Account
by the Company or the Master Servicer.
Section 8.04. Trustee May Own Certificates.
The Trustee in its individual or any other capacity may become the
owner or pledgee of Certificates with the same rights it would have if it were
not Trustee.
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
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Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all persons not regularly in its employ, and
the expenses incurred by the Trustee or any co-trustee in connection with the
appointment of an office or agency pursuant to Section 8.12) except any such
expense, disbursement or advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on the Trustee's part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement and the
Custodial Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given
the Master Servicer written notice thereof promptly after the Trustee
shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in preparing
such defense; and
(iii) notwithstanding anything in this Agreement to the contrary,
the Master Servicer shall not be liable for settlement of any claim by
the Trustee entered into without the prior consent of the Master
Servicer which consent shall not be unreasonably withheld.
No termination of this Agreement shall affect the obligations created by this
Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the
Master Servicer in this Section 8.05(b) shall not pertain to any loss, liability
or expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
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so published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section, the Trustee shall resign
immediately in the manner and with the effect specified in Section 8.07.
Section 8.07. Resignation and Removal of the Trustee.
(a) The Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Company. Upon receiving
such notice of resignation, the Company shall promptly appoint a successor
trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the resigning Trustee and one copy to the successor trustee. If
no successor trustee shall have been so appointed and have accepted appointment
within 30 days after the giving of such notice of resignation, the resigning
Trustee may petition any court of competent jurisdiction for the appointment of
a successor trustee.
(b) If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written
request therefor by the Company, or if at any time the Trustee shall become
incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver
of the Trustee or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property or affairs for
the purpose of rehabilitation, conservation or liquidation, then the Company may
remove the Trustee and appoint a successor trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee. In addition, in the event that
the Company determines that the Trustee has failed (i) to distribute or cause to
be distributed to the Certificateholders any amount required to be distributed
hereunder, if such amount is held by the Trustee or its Paying Agent (other than
the Master Servicer or the Company) for distribution or (ii) to otherwise
observe or perform in any material respect any of its covenants, agreements or
obligations hereunder, and such failure shall continue unremedied for a period
of 5 days (in respect of clause (i) above) or 30 days (in respect of clause (ii)
above) after the date on which written notice of such failure, requiring that
the same be remedied, shall have been given to the Trustee by the Company, then
the Company may remove the Trustee and appoint a successor trustee by written
instrument delivered as provided in the preceding sentence. In connection with
the appointment of a successor trustee pursuant to the preceding sentence, the
Company shall, on or before the date on which any such appointment becomes
effective, obtain from each Rating Agency written confirmation that the
appointment of any such successor trustee will not result in the reduction of
the ratings on any class of the Certificates below the lesser of the then
current or original ratings on 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
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appointment by the successor trustee as provided in Section 8.08.
Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee
may be merged or converted or with which it may be consolidated or any
corporation or national banking association resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
corporation or national banking association succeeding to the business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation or national banking association shall be eligible under the
provisions of Section 8.06, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall mail notice of any such merger or
consolidation to the Certificateholders at their address as shown in the
Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more
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Persons approved by the Trustee to act as co-trustee or co-trustees, jointly
with the Trustee, or separate trustee or separate trustees, of all or any part
of the Trust Fund, and to vest in such Person or Persons, in such capacity, such
title to the Trust Fund, or any part thereof, and, subject to the other
provisions of this Section 8.10, such powers, duties, obligations, rights and
trusts as the Master Servicer and the Trustee may consider necessary or
desirable. If the Master Servicer shall not have joined in such appointment
within 15 days after the receipt by it of a request so to do, or in case an
Event of Default shall have occurred and be continuing, the Trustee alone shall
have the power to make such appointment. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 8.06 hereunder and no notice to Holders of Certificates of
the appointment of co-trustee(s) or separate trustee(s) shall be required under
Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the
Company, appoint one or more Custodians who are not Affiliates of the Company,
the Master Servicer or any Seller to hold all or a portion of the Mortgage Files
as agent for the Trustee, by entering into a Custodial Agreement. Subject to
Article VIII, the Trustee agrees to comply with the terms of each
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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.
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ARTICLE IX
TERMINATION
Section 9.01. Termination Upon Purchase by the Master Servicer or the Company or
Liquidation of All Mortgage Loans.
(a) Subject to Section 9.02, the respective obligations and
responsibilities of the Company, the Master Servicer and the Trustee created
hereby in respect of the Certificates (other than the obligation of the Trustee
to make certain payments after the Final Distribution Date to Certificateholders
and the obligation of the Company to send certain notices as hereinafter set
forth) shall terminate upon the last action required to be taken by the Trustee
on the Final Distribution Date pursuant to this Article IX following the earlier
of:
(i) the later of the final payment or other liquidation (or any
Advance with respect thereto) of the last Mortgage Loan remaining in
the Trust Fund or the disposition of all property acquired upon
foreclosure or deed in lieu of foreclosure of any Mortgage Loan, or
(ii) the purchase by the Master Servicer or the Company of all
Mortgage Loans and all property acquired in respect of any Mortgage
Loan remaining in the Trust Fund at a price equal to 100% of the unpaid
principal balance of each Mortgage Loan or, if less than such unpaid
principal balance, the fair market value of the related underlying
property of such Mortgage Loan with respect to Mortgage Loans as to
which title has been acquired if such fair market value is less than
such unpaid principal balance (net of any unreimbursed Advances
attributable to principal) on the day of repurchase plus accrued
interest thereon at the Net Mortgage Rate (or Modified Net Mortgage
Rate in the case of any Modified Mortgage Loan) to, but not including,
the first day of the month in which such repurchase price is
distributed, provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the
late ambassador of the United States to the Court of St. James, living
on the date hereof and provided further that the purchase price set
forth above shall be increased as is necessary, as determined by the
Master Servicer, to avoid disqualification of 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.
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(b) The Master Servicer or, in the case of a final distribution as a result
of the exercise by the Company of its right to purchase the assets of the Trust
Fund, the Company shall give the Trustee not less than 60 days' prior notice of
the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon presentation
and surrender of Certificates at the office or agency of the Trustee
therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such
Distribution Date is not applicable, and in the case of the Class A,
Class M and Class R Certificates, that payment will be made only upon
presentation and surrender of the Certificates at the office or agency
of the Trustee therein specified.
If the Master Servicer or the Company, as applicable, is obligated to give
notice to Certificateholders as aforesaid, it shall give such notice to the
Certificate Registrar at the time such notice is given to Certificateholders. In
the event such notice is given by the Master Servicer or the Company, the Master
Servicer or the Company, as applicable, shall deposit in the Certificate Account
before the Final Distribution Date in immediately available funds an amount
equal to the purchase price for the assets of the Trust Fund computed as above
provided.
(c) In the case of the Class A, Class M, Class B and the Class R
Certificates, upon presentation and surrender of the Certificates by the
Certificateholders thereof, the Trustee shall distribute to the
Certificateholders (i) the amount otherwise distributable on such Distribution
Date, if not in connection with the Master Servicer's or the Company's election
to repurchase, or (ii) if the Master Servicer or the Company elected to so
repurchase, an amount determined as follows: (A) with respect to each
Certificate the outstanding Certificate Principal Balance thereof, plus Accrued
Certificate Interest for the related Interest Accrual Period thereon and any
previously unpaid Accrued Certificate Interest, subject to the priority set
forth in Section 4.02(a), and (B) with respect to the Class R Certificates, any
excess of the amounts available for distribution (including the repurchase price
specified in clause (ii) of subsection (a) of this Section) over the total
amount distributed under the immediately preceding clause (A).
(d) In the event that any Certificateholders shall not surrender their
Certificates for
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final payment and cancellation on or before the Final Distribution Date (if so
required by the terms hereof), the Trustee shall on such date cause all funds in
the Certificate Account not distributed in final distribution to
Certificateholders to be withdrawn therefrom and credited to the remaining
Certificateholders by depositing such funds in a separate escrow account for the
benefit of such Certificateholders, and the Master Servicer or the Company, as
applicable (if it exercised its right to purchase the assets of the Trust Fund),
or the Trustee (in any other case) shall give a second written notice to the
remaining Certificateholders to surrender their Certificates for cancellation
and receive the final distribution with respect thereto. If within six months
after the second notice any Certificate shall not have been surrendered for
cancellation, the Trustee shall take appropriate steps as directed by the Master
Servicer or the Company, as applicable, to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and
expenses of maintaining the escrow account and of contacting Certificateholders
shall be paid out of the assets which remain in the escrow account. If within
nine months after the second notice any Certificates shall not have been
surrendered for cancellation, the Trustee shall pay to the Master Servicer or
the Company, as applicable, all amounts distributable to the holders thereof and
the Master Servicer or the Company, as applicable, shall thereafter hold such
amounts until distributed to such holders. No interest shall accrue or be
payable to any Certificateholder on any amount held in the escrow account or by
the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02. Additional Termination Requirements.
(a) The Trust Fund shall be terminated in accordance with the following
additional requirements, unless (subject to Section 10.01(f)) the Trustee and
the Master Servicer have received an Opinion of Counsel (which Opinion of
Counsel shall not be an expense of the Trustee) to the effect that the failure
of the Trust Fund to comply with the requirements of this Section 9.02 will not
(i) result in the imposition on the Trust of taxes on "prohibited transactions,"
as described in Section 860F of the Code, or (ii) cause the Trust Fund to fail
to qualify as a REMIC at any time that any Certificate is outstanding:
(i) The Master Servicer shall establish a 90-day liquidation
period for the Trust Fund, as the case may be, and specify the first
day of such period in a statement attached to the Trust Fund's final
Tax Return pursuant to Treasury regulations Section 1.860F-1. The
Master Servicer also shall satisfy all of the requirements of a
qualified liquidation for the Trust Fund, as the case may be, under
Section 860F of the Code and regulations thereunder;
(ii) The Master Servicer shall notify the Trustee at the
commencement of such 90-day liquidation period and, at or prior to the
time of making of the final 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
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period and at or prior to the Final Distribution Date, purchase all of
the assets of the Trust Fund for cash; provided, however, that in the
event that a calendar quarter ends after the commencement of the 90-day
liquidation period but prior to the Final Distribution Date, the Master
Servicer or the Company shall not purchase any of the assets of the
Trust Fund prior to the close of that calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for the Trust Fund at the expense of the Trust Fund
in accordance with the terms and conditions of this Agreement.
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ARTICLE X
REMIC PROVISIONS
Section 10.01. REMIC Administration.
(a) The REMIC Administrator shall make an election to treat the Trust Fund
as a REMIC under the Code and, if necessary, under applicable state law. Such
election will be made on Form 1066 or other appropriate federal tax or
information return (including Form 8811) or any appropriate state return for the
taxable year ending on the last day of the calendar year in which the
Certificates are issued. For the purposes of the REMIC election in respect of
the Trust Fund, each of the Class A (other than the Class A-12 Certificates),
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 all 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 temporary Treasury regulations
section 301.6231(a)(7)-1T. 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 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
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Master Servicer shall promptly provide the REMIC Administrator with such
information as the REMIC Administrator may from time to time request for the
purpose of enabling the REMIC Administrator to prepare Tax Returns.
(e) The REMIC Administrator shall provide (i) to any Transferor of a Class
R Certificate such information as is necessary for the application of any tax
relating to the transfer of a Class R Certificate to any Person who is not a
Permitted Transferee, (ii) to the Trustee and the Trustee shall forward to the
Certificateholders such information or reports as are required by the Code or
the REMIC Provisions including reports relating to interest, original issue
discount and market discount or premium (using the Prepayment Assumption) and
(iii) to the Internal Revenue Service the name, title, address and telephone
number of the person who will serve as the representative of each of 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 to be taken) any action
reasonably within their respective control that, under the REMIC Provisions, if
taken or not taken, as the case may be, could (i) endanger the status of the
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 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
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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 X, or (iii) otherwise against amounts on deposit in the Custodial
Account as provided by Section 3.10 and on the Distribution Date(s) following
such reimbursement the aggregate of such taxes shall be allocated in reduction
of the Accrued Certificate Interest on each Class entitled thereto in the same
manner as if such taxes constituted a Prepayment Interest Shortfall.
(h) The Trustee and the Master Servicer shall, for federal income tax
purposes, maintain books and records with respect to 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.
(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
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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-12
Certificates) representing a regular interest in the REMIC would be reduced to
zero is June 25, 2028, which is the Distribution Date immediately following the
latest scheduled maturity of any Mortgage Loan. The latest possible Maturity
Date for each Uncertificated REMIC Regular Interest is June 25, 2028, which is
the Distribution Date immediately following the latest scheduled maturity date
of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for 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 covenants set forth in this Article X and
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the REMIC Administrator that contain errors or omissions; provided,
however, that such liability
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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.
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ARTICLE XI
MISCELLANEOUS PROVISIONS
Section 11.01. Amendment.
(a) This Agreement or any Custodial Agreement may be amended from time to
time by the Company, the Master Servicer and the Trustee, without the consent of
any of the Certificateholders:
(i) to cure any ambiguity,
(ii) to correct or supplement any provisions herein or therein,
which may be inconsistent with any other provisions herein or therein
or to correct any error,
(iii) to modify, eliminate or add to any of its provisions to such
extent as shall be necessary or desirable to maintain the qualification
of the Trust Fund as a REMIC at all times that any Certificate is
outstanding or to avoid or minimize the risk of the imposition of any
tax on the Trust Fund pursuant to the Code that would be a claim
against the Trust Fund, provided that the Trustee has received an
Opinion of Counsel to the effect that (A) such action is necessary or
desirable to maintain such qualification or to avoid or minimize the
risk of the imposition of any such tax and (B) such action will not
adversely affect in any material respect the interests of any
Certificateholder,
(iv) to change the timing and/or nature of deposits into the
Custodial Account or the Certificate Account or to change the name in
which the Custodial Account is maintained, provided that (A) the
Certificate Account Deposit Date shall in no event be later than the
related Distribution Date, (B) such change shall not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder and (C) such change shall not result
in a reduction of the rating assigned to any Class of Certificates
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date, as evidenced by a letter from
each Rating Agency to such effect,
(v) to modify, eliminate or add to the provisions of Section
5.02(f) or any other provision hereof restricting transfer of the Class
R Certificates, by virtue of their being the "residual interests" in
the REMIC, respectively, provided that (A) such change shall not result
in reduction of the rating assigned to any such Class of Certificates
below the lower of the then-current rating or the rating assigned to
such Certificates as of the Closing Date, as evidenced by a letter from
each Rating Agency to such effect, and (B) such change shall not
(subject to Section 10.01(f)), as evidenced by an Opinion of Counsel
(at the expense of the party seeking so to modify, eliminate or add
such provisions), cause the Trust Fund or any of the Certificateholders
(other than the transferor) to be subject to a federal tax caused by a
transfer to a Person that is not a Permitted Transferee, or
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(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial Agreement
which shall not be materially inconsistent with the provisions of this
Agreement, provided that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the
interests of any Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from time
to time by the Company, the Master Servicer and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or such Custodial Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any Certificate
without the consent of the Holder of such Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such amendment, in
any such case without the consent of the Holders of all Certificates of
such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause the Trust Fund to fail to qualify as a REMIC at
any time that any Certificate is outstanding.
(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
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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 Trust Fund to
fail to qualify as a REMIC at any time that any Certificate is outstanding. In
the event that the Company elects to provide such coverage in the form of a
limited guaranty provided by General Motors Acceptance Corporation, the Company
may elect that the text of such amendment to this Agreement shall be
substantially in the form attached hereto as Exhibit M (in which case
Residential Funding's Subordinate Certificate Loss Obligation as described in
such exhibit shall be established by Residential Funding's consent to such
amendment) and that the limited guaranty shall be executed in the form attached
hereto as Exhibit N, with such changes as the Company shall deem to be
appropriate; it being understood that the Trustee has reviewed and approved the
content of such forms and that the Trustee's consent or approval to the use
thereof is not required.
Section 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.
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Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any of the parties
hereto.
(b) No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, unless such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
Certificates of any Class evidencing in the aggregate not less than 25% of the
related Percentage Interests of such Class, shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed
in accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05. Notices.
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All demands and notices hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by
registered mail, postage prepaid (except for notices to the Trustee which shall
be deemed to have been duly given only when received), to (a) in the case of the
Company, 8400 Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota
55437, Attention: President, or such other address as may hereafter be furnished
to the Master Servicer and the Trustee in writing by the Company, (b) in the
case of the Master Servicer, 10 Universal City Plaza, Suite 2100, Universal
City, California 91608, Attention: Ms. Becker or such other address as may be
hereafter furnished to the Company and the Trustee by the Master Servicer in
writing, (c) in the case of the Trustee, Corporate Trust Services Division, 3
Park Plaza, Irvine, California 92614, Attention: Residential Accredit Loans,
Inc. Series 1998- QS10 or such other address as may hereafter be furnished to
the Company and the Master Servicer in writing by the Trustee, (d) in the case
of Fitch IBCA, One State Street Plaza, New York, New York 10004, or such other
address as may hereafter be furnished to the Company, the Trustee and the Master
Servicer in writing by Fitch IBCA and (e) in the case of Standard & Poor's, 26
Broadway, New York, New York 10004 or such other address as may be hereafter
furnished to the Company, Trustee and Master Servicer by Standard & Poor's. Any
notice required or permitted to be mailed to a Certificateholder shall be given
by first class mail, postage prepaid, at the address of such holder as shown in
the Certificate Register. Any notice so mailed within the time prescribed in
this Agreement shall be conclusively presumed to have been duly given, whether
or not the Certificateholder receives such notice.
Section 11.06. Notices to Rating Agency.
The Company, the Master Servicer or the Trustee, as applicable, shall
notify each Rating Agency and the Subservicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and
3.19,
128
<PAGE>
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any
Class of Certificates resulting from the failure by the Master Servicer to make
an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
(j) the repurchase of or substitution for any Mortgage Loan,
provided, however, that with respect to notice of the occurrence of the events
described in clauses (d), (g) or (h) above, the Master Servicer shall provide
prompt written notice to each Rating Agency and the Subservicer of any such
event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a
separate Article hereto (a "Supplemental Article") for the purpose of
resecuritizing any of the Certificates issued hereunder, under the following
circumstances. With respect to any Class or Classes of Certificates issued
hereunder, or any portion of any such Class, as to which the Company or any of
its Affiliates (or any designee thereof) is the registered Holder (the
"Resecuritized Certificates"), the Company may deposit such Resecuritized
Certificates into a new REMIC, grantor trust, FASIT or custodial arrangement (a
"Restructuring Vehicle") to be held by the Trustee pursuant to a Supplemental
Article. The instrument adopting such Supplemental Article shall be executed by
the Company, the Master Servicer and the Trustee; provided, that neither the
Master Servicer nor the Trustee shall withhold their consent thereto if their
respective interests would not be materially adversely affected thereby. To the
extent that the terms of the Supplemental Article do not in any way affect any
provisions of this Agreement as to any of the Certificates initially issued
hereunder, the adoption of the Supplemental Article shall not constitute an
"amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the
129
<PAGE>
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).
130
<PAGE>
IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized and their respective seals, duly attested, to be
hereunto affixed, all as of the day and year first above written.
RESIDENTIAL ACCREDIT LOANS, INC.
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
RESIDENTIAL FUNDING CORPORATION
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
BANKERS TRUST COMPANY,
as Trustee
[Seal]
By:
Name:
Title:
Attest:
Name:
Title:
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of June, 1998 before me, a notary public in
and for said State, personally appeared , known to me to be a Vice President of
Residential Accredit Loans, Inc., one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of June, 1998 before me, a notary public in
and for said State, personally appeared _______________, known to me to be a
Director of Residential Funding Corporation, one of the corporations that
executed the within instrument, and also known to me to be the person who
executed it on behalf of said corporation, and acknowledged to me that such
corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 29th day of June, 1998 before me, a notary public in
and for said State, personally appeared , known to me to be a ___________ 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 banking corporation and acknowledged to me that such 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.
[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 JUNE 29, 1998. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 100% OF THE PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), [AND ASSUMING A CONSTANT PASS-THROUGH
RATE EQUAL TO THE INITIAL PASS-THROUGH RATE,] THIS CERTIFICATE HAS BEEN ISSUED
WITH NO MORE THAN $ OF OID PER [$1,000] [$100,000] OF [INITIAL CERTIFICATE
PRINCIPAL BALANCE] [NOTIONAL AMOUNT], THE YIELD TO MATURITY IS % AND THE AMOUNT
OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $ PER [$1,000]
[$100,000] OF [INITIAL CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT],
COMPUTED USING THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION
OR AT ANY OTHER RATE OR AS TO THE CONSTANCY OF THE PASS-THROUGH RATE.]
<PAGE>
Certificate No. [ %][Variable] Pass-Through Rate
[based on a Notional Amount]
Class A- Senior [Percentage Interest: %]
Date of Pooling and Servicing
Agreement and Cut-off Date:
June 1, 1998
Aggregate Initial
[Certificate
Principal Balance]
[Class A-12
Notional Amount]
[Subclass Notional
Amount] of the
Class A-
Certificates:
First Distribution Date:
July 27, 1998
Master Servicer: [Initial] [Certificate Principal
Residential Funding Balance] [[Class A-12] [Subclass]
Corporation Notional Amount] of this
Certificate: $ _____________
Assumed Final CUSIP 76110F-
Distribution Date:
[June 25, 2028]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-QS10
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 ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Accredit Loans,
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 Accredit Loans, Inc., the Master Servicer, the
Trustee or GMAC Mortgage Group, Inc. or any of their affiliates. None of the
Company, the Master Servicer, GMAC Mortgage Group, Inc. or any of their
affiliates will have any obligation with respect to any certificate or other
obligation secured by or payable from payments on the Certificates.
This certifies that is the registered owner of the Percentage Interest
evidenced by this Certificate [(obtained by dividing the [Initial Certificate
Principal Balance] [Initial Class A-12 Notional Amount] of this Certificate by
the aggregate [Initial Certificate Principal Balance of all Class A-
Certificates] [Initial Class A-12 Notional Amounts of all Class A-12
Certificates], both as specified above)] in certain distributions with respect
to the
A-2
<PAGE>
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 Accredit Loans, 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-12 Notional Amount of the Class A-12
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-12 Certificates.] [The
Subclass Notional Amount of the Class A-12- 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-12- Certificates immediately prior to such date.] [The Class A-12[-
] 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-12 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 Asset-Backed Pass-Through Certificates
of the Series specified hereon (herein collectively called the "Certificates").
A-3
<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
A-4
<PAGE>
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
Asset- Backed Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to__________________________________________for the account
of______________________________account number___________________________ , or,
if mailed by check, to____________________. Applicable statements should be
mailed to _____________________________ .
This information is provided by , the assignee________________________
named above, or_______________________ , as its agent.
<PAGE>
EXHIBIT B
FORM OF CLASS M CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
CLASS A CERTIFICATES AND CLASS R CERTIFICATES [CLASS M-1 CERTIFICATES] [AND
CLASS M-2 CERTIFICATES] AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE
IS A "REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON,
UNLESS THE TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION
5.02(e) OF THE AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER
SERVICER, THE COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL
NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION
406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), OR SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER,
THE COMPANY OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE
UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT
AND LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES
OF APPLYING THE U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO
THIS CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS JUNE 29, 1998. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 100% OF THE PREPAYMENT ASSUMPTION (AS
DESCRIBED IN THE PROSPECTUS SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH
NO MORE THAN $ OF OID PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE
YIELD TO MATURITY IS % AND THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL
PERIOD IS NO MORE THAN $ PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE,
COMPUTED UNDER THE APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE
MORTGAGE LOANS WILL PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION
OR AT ANY OTHER RATE.]
<PAGE>
Certificate No. [ ]% Pass-Through Rate
Class 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:
June 1, 1998 $
First Distribution Date:
July 27, 1998
Master Servicer: CUSIP: 76110F-
Residential Funding Corporation
Assumed Final Distribution Date:
June 25, 2028
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 1998-QS10
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 ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the
Trust Fund, and does not represent an obligation of or interest in Residential
Accredit Loans, 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 Accredit Loans, 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 Accredit Loans, 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
B-2
<PAGE>
Agreement. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Certificate by virtue of the acceptance hereof assents and by which such
Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class M- Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class M Certificate will be made unless the Trustee has
received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class M Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, either stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or stating that the transferee is an insurance company, the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections I
and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates issued
in several
B-3
<PAGE>
Classes designated as Mortgage Asset-Backed Pass-Through Certificates of the
Series specified hereon (herein collectively called the "Certificates").
The Certificates are limited in right of payment to certain collections and
recoveries respecting the Mortgage Loans, all as more specifically set forth
herein and in the Agreement. In the event Master Servicer funds are advanced
with respect to any Mortgage Loan, such advance is reimbursable to the Master
Servicer, to the extent provided in the Agreement, from related recoveries on
such Mortgage Loan or from other cash that would have been distributable to
Certificateholders.
As provided in the Agreement, withdrawals from the Custodial Account and/or
the Certificate Account created for the benefit of Certificateholders may be
made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including without limitation
reimbursement to the Company and the Master Servicer of advances made, or
certain expenses incurred, by either of them.
The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights and obligations of
the Company, the Master Servicer and the Trustee and the rights of the
Certificateholders under the Agreement at any time by the Company, the Master
Servicer and the Trustee with the consent of the Holders of Certificates
evidencing in the aggregate not less than 66% of the Percentage Interests of
each Class of Certificates affected thereby. Any such consent by the Holder of
this Certificate shall be conclusive and binding on such Holder and upon all
future holders of this Certificate and of any Certificate issued upon the
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent is made upon the Certificate. The Agreement also permits the
amendment thereof in certain circumstances without the consent of the Holders of
any of the Certificates and, in certain additional circumstances, without the
consent of the Holders of certain Classes of Certificates.
As provided in the Agreement and subject to certain limitations therein set
forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies appointed by the Trustee in the City and State of New York,
duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the Holder hereof or such Holder's
attorney duly authorized in writing, and thereupon one or more new Certificates
of authorized denominations evidencing the same Class and aggregate Percentage
Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
B-4
<PAGE>
The Company, the Master Servicer, the Trustee and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-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 M- Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
B-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
Asset- Backed Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to__________________________________________for the account
of______________________________account number___________________________ , or,
if mailed by check, to____________________. Applicable statements should be
mailed to _____________________________ .
This information is provided by , the assignee________________________
named above, or_______________________ , as its agent.
<PAGE>
EXHIBIT C
FORM OF CLASS B CERTIFICATE
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES, CLASS R CERTIFICATES AND CLASS M CERTIFICATES AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE
TRANSFEREE PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE
AGREEMENT OR AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE
COMPANY AND THE TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE CODE AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY
OR THE TRUSTEE TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN
THE AGREEMENT.
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE CODE. THE FOLLOWING
INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE U.S. FEDERAL
INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS CERTIFICATE. THE ISSUE
DATE OF THIS CERTIFICATE IS JUNE 29, 1998. ASSUMING THAT THE MORTGAGE LOANS
PREPAY AT 100% OF THE PREPAYMENT ASSUMPTION (AS DESCRIBED IN THE PROSPECTUS
SUPPLEMENT), THIS CERTIFICATE HAS BEEN ISSUED WITH NO MORE THAN $ OF OID PER
$1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, THE YIELD TO MATURITY IS % AND
THE AMOUNT OF OID ATTRIBUTABLE TO THE INITIAL ACCRUAL PERIOD IS NO MORE THAN $
PER $1,000 OF INITIAL CERTIFICATE PRINCIPAL BALANCE, COMPUTED UNDER THE
APPROXIMATE METHOD. NO REPRESENTATION IS MADE THAT THE MORTGAGE LOANS WILL
PREPAY AT A RATE BASED ON THE STANDARD PREPAYMENT ASSUMPTION OR AT ANY OTHER
RATE.
<PAGE>
Certificate No. [ ]% Pass-Through Rate
Class B- Subordinate Aggregate Certificate
----
Principal Balance
of the Class B-
Certificates as of
the Cut-off Date:
$
Date of Pooling and Servicing Initial Certificate Principal
Agreement and Cut-off Date: Balance of this Certificate:
June 1, 1998 $
First Distribution Date:
July 27, 1998
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date:
June 25, 2028
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 1998-QS10
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 ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Accredit Loans,
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 Accredit Loans, 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 Accredit Loans, 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
Accredit Loans, 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
C-2
<PAGE>
extent not defined herein, the capitalized terms used herein have the meanings
assigned in the Agreement. This Certificate is issued under and is subject to
the terms, provisions and conditions of the Agreement, to which Agreement the
Holder of this Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing on the first
Distribution Date specified above, to the Person in whose name this Certificate
is registered at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month next preceding the month of such distribution (the "Record Date"), from
the Available Distribution Amount in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount (of interest
and principal, if any) required to be distributed to Holders of Class B
Certificates on such Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class B Certificate will be made unless such transfer
is exempt from the registration requirements of the Securities Act of 1933, as
amended, and any applicable state securities laws or is made in accordance with
said Act and laws. In the event that such a transfer is to be made, (i) the
Trustee or the Company may require an opinion of counsel acceptable to and in
form and substance satisfactory to the Trustee and the Company that such
transfer is exempt (describing the applicable exemption and the basis therefor)
from or is being made pursuant to the registration requirements of the
Securities Act of 1933, as amended, and of any applicable statute of any state
and (ii) the transferee shall execute an investment letter in the form described
by the Agreement. The Holder hereof desiring to effect such transfer shall, and
does hereby agree to, indemnify the Trustee, the Company, the Master Servicer
and the Certificate Registrar acting on behalf of the Trustee against any
liability that may result if the transfer is not so exempt or is not made in
accordance with such Federal and state laws. In connection with any such
transfer, the Trustee will also require either (i) an opinion of counsel
acceptable to and in form and substance satisfactory to the Trustee, the Company
and the Master Servicer with respect to the permissibility of such transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section 4975 of the Internal Revenue Code (the "Code") and stating, among
other things, that the transferee's acquisition of a Class B Certificate will
not constitute or result in a non-
C-3
<PAGE>
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 Asset-Backed 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
C-4
<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.
C-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 M- Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
C-6
<PAGE>
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto (Please print or typewrite name and address including postal
zip code of assignee) a Percentage Interest evidenced by the within Mortgage
Asset- Backed Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to__________________________________________for the account
of______________________________account number___________________________ , or,
if mailed by check, to____________________. Applicable statements should be
mailed to _____________________________ .
This information is provided by , the assignee________________________
named above, or_______________________ , as its agent.
<PAGE>
EXHIBIT 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 FOREIGN GOVERNMENT, ANY INTERNATIONAL
ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY OF ANY OF THE FOREGOING, (B) ANY
ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED IN SECTION 521 OF THE CODE)
WHICH IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER 1 OF THE CODE UNLESS SUCH
ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION 511 OF THE CODE, (C) ANY
ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE CODE, (ANY SUCH PERSON
DESCRIBED IN THE FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A
"DISQUALIFIED ORGANIZATION") OR (D) AN AGENT OF A DISQUALIFIED ORGANIZATION, (2)
NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE THE ASSESSMENT OR COLLECTION OF TAX AND
(3) SUCH TRANSFEREE SATISFIES CERTAIN ADDITIONAL CONDITIONS RELATING TO THE
FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE. NOTWITHSTANDING THE REGISTRATION
IN THE CERTIFICATE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS
CERTIFICATE TO A DISQUALIFIED ORGANIZATION OR AN AGENT OF A DISQUALIFIED
ORGANIZATION, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CERTIFICATEHOLDER
FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF
DISTRIBUTIONS ON THIS
<PAGE>
CERTIFICATE. EACH HOLDER OF THIS CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE
SHALL BE DEEMED TO HAVE CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No. [ ]% Pass-Through Rate
Class R Senior Aggregate Initial Certificate
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:
June 1, 1998 $
First Distribution Date: Percentage Interest:
July 27, 1998 %
Master Servicer:
Residential Funding Corporation
Assumed Final Distribution Date: CUSIP 76110F-
June 25, 2028
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 1998-QS10
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 ACCREDIT LOANS, INC.
This Certificate is payable solely from the assets of the Trust Fund, and
does not represent an obligation of or interest in Residential Accredit Loans,
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 Accredit Loans, 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 Accredit Loans,
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
D-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 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-3
<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 Asset-Backed 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
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<PAGE>
Percentage Interest will be issued to the designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate Registrar
and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates and
the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purpose have
the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
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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
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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
Asset- Backed Pass-Through Certificate and hereby authorizes the transfer of
registration of such interest to assignee on the Certificate Register of the
Trust Fund.
I (We) further direct the Certificate Registrar to issue a new Certificate
of a like denomination and Class, to the above named assignee and deliver such
Certificate to the following address:
Dated:
Signature by or on behalf of assignor
Signature Guaranteed
DISTRIBUTION INSTRUCTIONS
The assignee should include the following for purposes of distribution:
Distributions shall be made, by wire transfer or otherwise, in immediately
available funds to__________________________________________for the account
of______________________________account number___________________________ , or,
if mailed by check, to____________________. Applicable statements should be
mailed to _____________________________ .
This information is provided by , the assignee________________________
named above, or_______________________ , as its agent.
<PAGE>
EXHIBIT E
CUSTODIAL AGREEMENT
THIS CUSTODIAL AGREEMENT (as amended and supplemented from time to time,
the "Agreement"), dated as of June 1, 1998, by and among BANKERS TRUST COMPANY,
as Trustee (including its successors under the Pooling Agreement defined below,
the "Trustee"), RESIDENTIAL ACCREDIT LOANS, 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 June 1, 1998, relating to the
issuance of Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through
Certificates, Series 1998-QS10 (as in effect on the date of this agreement, the
"Original Pooling Agreement," and as amended and supplemented from time to time,
the "Pooling Agreement"); and
WHEREAS, the Custodian has agreed to act as agent for the Trustee for the
purposes of receiving and holding certain documents and other instruments
delivered by the Company and the Master Servicer under the Pooling Agreement,
all upon the terms and conditions and subject to the limitations hereinafter set
forth;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
and agreements hereinafter set forth, the Trustee, the Company, the Master
Servicer and the Custodian hereby agree as follows:
ARTICLE I
Definitions
Capitalized terms used in this Agreement and not defined herein shall have
the meanings assigned in the Original Pooling Agreement, unless otherwise
required by the context herein.
ARTICLE II
Custody of Mortgage Documents
Section 2.1. Custodian to Act as Agent; Acceptance of Mortgage Files.
The Custodian, as the duly appointed agent of the Trustee for these
purposes, acknowledges receipt of the Mortgage Files relating to the Mortgage
Loans identified on the schedule attached hereto (the "Mortgage Files") and
declares that it holds and will hold the Mortgage Files as agent for the
<PAGE>
Trustee, in trust, for the use and benefit of all present and future
Certificateholders.
Section 2.2. Recordation of Assignments.
If any Mortgage File includes one or more assignments to the Trustee of
Mortgage Notes and related Mortgages that have not been recorded, each such
assignment shall be delivered by the Custodian to the Company for the purpose of
recording it in the appropriate public office for real property records, and the
Company, at no expense to the Custodian, shall promptly cause to be recorded in
the appropriate public office for real property records each such assignment
and, upon receipt thereof from such public office, shall return each such
assignment to the Custodian.
Section 2.3. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to the
Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. 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 2.3 the
Custodian finds any document or documents constituting a part of a Mortgage File
to be defective in any material respect, the Custodian shall promptly so notify
the Company, the Master Servicer and the Trustee. Upon receipt of written
notification from the Master Servicer, signed by a Servicing Officer, that the
Master Servicer or a Subservicer, as the case may be, has made a deposit into
the Certificate Account in payment for the purchase of the related Mortgage Loan
in an amount equal to the Purchase Price for such Mortgage Loan, the Custodian
shall release to the Master Servicer the related Mortgage File.
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<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 2.4. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or
warranty made by the Master Servicer or the Company as set forth in the Pooling
Agreement or by a Seller in a Seller's Agreement or by Residential Funding or
the Company in the Assignment Agreement with respect to a Mortgage Loan relating
to a Mortgage File, the Custodian shall give prompt written notice to the
Company, the Master Servicer and the Trustee.
Section 2.5. Custodian to Cooperate; Release of Mortgage Files.
Upon the repurchase or substitution of any Mortgage Loan pursuant to
Article II of the Pooling Agreement or payment in full of any Mortgage Loan, or
the receipt by the Master Servicer of a notification that payment in full will
be escrowed in a manner customary for such purposes, the Master Servicer shall
immediately notify the Custodian by a certification (which certification shall
include a statement to the effect that all amounts received or to be received in
connection with such payment which are required to be deposited in the Custodial
Account pursuant to Section 3.07 of the Pooling Agreement have been or will be
so deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or foreclosures of
any Mortgage Loan, including, for this purpose, collection under any Primary
Insurance Policy or any Mortgage Pool Insurance Policy, the Master Servicer
shall deliver to the Custodian a certificate of a Servicing Officer requesting
that possession of 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
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<PAGE>
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account as provided in the Pooling Agreement. In addition, upon
the request of the Master Servicer, the Custodian will send to the Master
Servicer copies of any documents contained in the Mortgage File so requested.
Section 2.6. Assumption Agreements.
In the event that any assumption agreement or substitution of liability
agreement is entered into with respect to any Mortgage Loan subject to this
Agreement in accordance with the terms and provisions of the Pooling Agreement,
the Master Servicer shall notify the Custodian that such assumption or
substitution agreement has been completed by forwarding to the Custodian the
original of such assumption or substitution agreement, which shall be added to
the related Mortgage File and, for all purposes, shall be considered a part of
such Mortgage File to the same extent as all other documents and instruments
constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.1. Custodian a Bailee and Agent of the Trustee.
With respect to each Mortgage Note, Mortgage and other documents
constituting each Mortgage File which are delivered to the Custodian, the
Custodian is exclusively the bailee and agent of the Trustee and has no
instructions to hold any Mortgage Note or Mortgage for the benefit of any person
other than the Trustee, holds such documents for the benefit of
Certificateholders and undertakes to perform such duties and only such duties as
are specifically set forth in this Agreement. Except upon compliance with the
provisions of Section 2.5 of this Agreement, no Mortgage Note, Mortgage or other
document constituting a part of a Mortgage File shall be delivered by the
Custodian to the Company or the Master Servicer or otherwise released from the
possession of the Custodian.
Section 3.2. Indemnification.
The Company hereby agrees to indemnify and hold the Custodian harmless from
and against all claims, liabilities, losses, actions, suits or proceedings at
law or in equity, or any other expenses, fees or charges of any character or
nature, which the Custodian may incur or with which the Custodian may be
threatened by reason of its acting as custodian under this Agreement, including
indemnification of the Custodian against any and all expenses, including
attorney's fees if counsel for the Custodian has been approved by the Company,
and the cost of defending any action, suit or proceedings or resisting any
claim. Notwithstanding the foregoing, it is specifically understood and agreed
that in the event any such claim, liability, loss, action, suit or proceeding or
other expense, fee or charge shall have been caused by reason of any negligent
act, negligent failure to act or willful misconduct on the part of the
Custodian, or which shall constitute a willful breach of its duties hereunder,
the indemnification provisions of this Agreement shall not apply.
Section 3.3. Custodian May Own Certificates.
The Custodian in its individual or any other capacity may become the owner
or pledgee of Certificates with the same rights it would have if it were not
Custodian.
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<PAGE>
Section 3.4. Master Servicer to Pay Custodian's Fees and Expenses.
The Master Servicer covenants and agrees to pay to the Custodian from time
to time, and the Custodian shall be entitled to, reasonable compensation for all
services rendered by it in the exercise and performance of any of the powers and
duties hereunder of the Custodian, and the Master Servicer will pay or reimburse
the Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.5. Custodian May Resign; Trustee May Remove Custodian.
The Custodian may resign from the obligations and duties hereby imposed
upon it as such obligations and duties relate to its acting as Custodian of the
Mortgage Loans. Upon receiving such notice of resignation, the Trustee shall
either take custody of the Mortgage Files itself and give prompt notice thereof
to the Company, the Master Servicer and the Custodian, or promptly appoint a
successor Custodian by written instrument, in duplicate, one copy of which
instrument shall be delivered to the resigning Custodian and one copy to the
successor Custodian. If the Trustee shall not have taken custody of the Mortgage
Files and no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.6. Merger or Consolidation of Custodian.
Any Person into which the Custodian may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Custodian shall be a party, or any
Person succeeding to the business of the Custodian, shall be the successor of
the Custodian hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding.
Section 3.7. Representations of the Custodian.
The Custodian hereby represents that it is a depository institution subject
to supervision or examination by a federal or state authority, has a combined
capital and surplus of at least $10,000,000 and is qualified to do business in
the jurisdictions in which it will hold any Mortgage File.
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<PAGE>
ARTICLE IV
Miscellaneous Provisions
Section 4.1. Notices.
All notices, requests, consents and demands and other communications
required under this Agreement or pursuant to any other instrument or document
delivered hereunder shall be in writing and, unless otherwise specifically
provided, may be delivered personally, by telegram or telex, or by registered or
certified mail, postage prepaid, return receipt requested, at the addresses
specified on the signature page hereof (unless changed by the particular party
whose address is stated herein by similar notice in writing), in which case the
notice will be deemed delivered when received.
Section 4.2. Amendments.
No modification or amendment of or supplement to this Agreement shall be
valid or effective unless the same is in writing and signed by all parties
hereto, and neither the Company, the Master Servicer nor the Trustee shall enter
into any amendment hereof except as permitted by the Pooling Agreement. The
Trustee shall give prompt notice to the Custodian of any amendment or supplement
to the Pooling Agreement and furnish the Custodian with written copies thereof.
Section 4.3. Governing Law.
This Agreement shall be deemed a contract made under the laws of the State
of New York and shall be construed and enforced in accordance with and governed
by the laws of the State of New York.
Section 4.4. Recordation of Agreement.
To the extent permitted by applicable law, this Agreement is subject to
recordation in all appropriate public offices for real property records in all
the counties or other comparable jurisdictions in which any or all of the
properties subject to the Mortgages are situated, and in any other appropriate
public recording office or elsewhere, such recordation to be effected by the
Master Servicer and at its expense on direction by the Trustee (pursuant to the
request of holders of Certificates evidencing undivided interests in the
aggregate of not less than 25% of the Trust Fund), but only upon direction
accompanied by an Opinion of Counsel reasonably satisfactory to the Master
Servicer to the effect that the failure to effect such recordation is likely to
materially and adversely affect the interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as herein
provided and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and such counterparts shall constitute but one and the same
instrument.
Section 4.5. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the holders thereof.
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<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: BANKERS TRUST COMPANY,
as Trustee
3 Park Plaza
Irvine, California 92714
Attention:
Residential Funding Corporation
Series 1998-QS10
By:
Name:
Title:
Address: RESIDENTIAL ACCREDIT LOANS, INC.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING CORPORATION,
as Master Servicer
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
Address: NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
401 Second Avenue South
Minneapolis, Minnesota 55479
By:
Name:
Title:
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<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 29th day of June, 1998, before me, a notary public in and for said
State, personally appeared , known to me to be a 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 banking corporation and
acknowledged to me that such 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
[SEAL]
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of June, 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]
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<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of June, 1998, before me, a notary public in and for said
State, personally appeared , known to me to be a Vice President of Residential
Accredit Loans, 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 29th day of June, 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
June 29, 1998
Bankers Trust Company
3 Park Plaza
Irvine, California 92714
Attention: Residential Accredit Loans, Series 1998-QS10
Re: Custodial Agreement dated as of June 1, 1998, by and among Bankers Trust
Company, Residential Accredit Loans, Inc., Residential Funding Corporation
and Norwest Bank Minnesota, National Association, relating to Residential
Accredit Loans, Inc. Mortgage Asset-Backed Pass-Through Certificates,
Series 1998-QS10
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement,
and subject to Section 2.02 of the Pooling Agreement, the undersigned, as
Custodian, hereby certifies that it has received a Mortgage File (which contains
an original Mortgage Note) to the extent required in Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
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<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
, 1998
Bankers Trust Company
3 Park Plaza
Irvine, California 92714
Attention: Residential Accredit Loans, Inc. Series 1998-QS10
Re: Custodial Agreement dated as of June 1, 1998, by and among Bankers
Trust Company, Residential Accredit Loans, Inc., Residential Funding
Corporation and Norwest Bank Minnesota, National Association, relating
to Residential Accredit Loans, Inc. Mortgage Asset-Backed Pass-Through
Certificates, Series 1998-QS10
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement,
the undersigned, as Custodian, hereby certifies that it has received a Mortgage
File to the extent required pursuant to Section 2.01(b) of the Pooling Agreement
with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, and it
has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined
that: all required documents have been executed and received and that such
documents related to the Mortgage Loans identified on the Mortgage Loan
Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
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<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
, 1998
Bankers Trust Company
3 Park Plaza
Irvine, California 92714
Attention: Residential Accredit Loans, Inc. Series 1998-QS10
Re: Custodial Agreement dated as of June 1, 1998, by and among Bankers
Trust Company, Residential Accredit Loans, Inc., Residential Funding
Corporation and Norwest Bank Minnesota, National Association, relating
to Residential Accredit Loans Inc. Mortgage Asset-Backed Pass-Through
Certificates, Series 1998-QS10
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement,
the undersigned, as Custodian, hereby certifies that it has received a Mortgage
File with respect to each Mortgage Loan listed in the Mortgage Loan Schedule
containing (I) with respect to each such Mortgage Loan (other than a Cooperative
Loan):
The original Mortgage Note, endorsed without recourse to the order of
the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee or an original
lost note affidavit from the related Seller or Residential Funding stating
that the original Mortgage Note was lost, misplaced or destroyed, together
with a copy of the related Mortgage Note;
The original Mortgage with evidence of recording indicated thereon or
a copy of the Mortgage certified by the public recording office in which
such mortgage has been recorded;
An original Assignment of the Mortgage to the Trustee with evidence of
recording indicated thereon or a copy of such assignment certified by the
public recording office in which such assignment has been recorded;
With respect to each Mortgage Loan other than a Cooperative Loan, the
original recorded assignment or assignments of the Mortgage showing an
unbroken chain of title from the originator thereof to the Person assigning
it to the Trustee or a copy of such assignment or assignments of the
Mortgage certified by the public recording office in
E-13
<PAGE>
which such assignment or assignments have been recorded; and
The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Mortgage Loan or a copy of each
modification, assumption agreement or preferred loan agreement certified by
the public recording office in which such document has been recorded;
and (II) with respect to each Cooperative Loan so assigned:
The original Mortgage Note, endorsed without recourse to the order of
the Trustee and showing an unbroken chain of endorsements from the
originator thereof to the Person endorsing it to the Trustee, or with
respect to any Destroyed Mortgage Note, an original lost note affidavit
from the related Seller or Residential Funding stating that the original
Mortgage Note was lost, misplaced or destroyed, together with a copy of the
related Mortgage Note;
A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan with
intervening assignments showing an unbroken chain of title from such
originator to the Trustee;
The related Cooperative Stock Certificate, representing the related
Cooperative Stock pledged with respect to such Cooperative Loan, together
with an undated stock power (or other similar instrument) executed in
blank;
The original recognition agreement by the Cooperative of the interests
of the mortgagee with respect to the related Cooperative Loan;
The Security Agreement;
Copies of the original UCC-1 financing statement, and any continuation
statements, filed by the originator of such Cooperative Loan as secured
party, each with evidence of recording thereof, evidencing the interest of
the originator under the Security Agreement and the Assignment of
Proprietary Lease;
Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of title from the
originator to the Trustee, each with evidence of recording thereof,
evidencing the interest of the originator under the Security Agreement and
the Assignment of Proprietary Lease;
An executed assignment of the interest of the originator in the
Security Agreement, Assignment of Proprietary Lease and the recognition
agreement referenced in clause (iv) above, showing an unbroken chain of
title from the originator to the Trustee;
The original of each modification, assumption agreement or preferred
loan agreement, if any, relating to such Cooperative Loan; and
E-14
<PAGE>
An executed UCC-1 financing statement showing the Master Servicer as
debtor, the Company as secured party and the Trustee as assignee and an
executed UCC-1 financing statement showing the Company as debtor and the
Trustee as secured party, each in a form sufficient for filing, evidencing
the interest of such debtors in the Cooperative Loans.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
E-15
<PAGE>
EXHIBIT F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 06/25/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 13.49.38 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : RALI 1998-QS10 CUTOFF : 06/01/98
POOL : 0004313
:
:
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 #
______________________________________________________________________________
1588029 B26/G02 F 207,000.00 ZZ
360 205,830.38 4
73 EAST 94TH ST 9.000 1,665.57 90
8.750 1,665.57 230,000.00
BROOKLYN NY 11212 1 07/23/97 11
0430334706 05 09/01/97 25
1311012271 O 08/01/27
0
1596657 E53/G02 F 101,250.00 ZZ
351 101,177.43 1
936 COSMOS COURT 8.000 747.57 68
7.750 747.57 150,405.00
WELLINGTON FL 33414 4 04/21/98 00
0430828244 03 06/01/98 0
00 O 08/01/27
0
1617974 129/G02 F 213,600.00 ZZ
360 213,463.79 1
10585 SWEM STREET 8.250 1,604.71 80
8.000 1,604.71 267,000.00
ROCKFORD MI 49341 2 04/30/98 00
0430825034 05 06/01/98 0
UNKNOWN O 05/01/28
0
1620103 E22/G02 F 140,400.00 ZZ
360 139,599.53 4
2504A, B & C PASEDENA 8.500 1,079.55 90
8.250 1,079.55 156,000.00
METAIRIE LA 70005 1 08/14/97 04
0410481634 05 10/01/97 25
1
410481634 O 09/01/27
0
1629849 891/G02 F 95,200.00 ZZ
353 95,132.76 1
LOT 16 REGINA PARK DIVISION 8.000 701.91 80
7.750 701.91 119,000.00
WAYNESVILLE NC 28786 4 04/20/98 00
0430818930 05 06/01/98 0
970820174 O 10/01/27
0
1630548 K18/G02 F 130,000.00 T
360 129,845.94 1
2946 SUNSET VISTA BOULEVARD 8.625 1,011.13 72
8.375 1,011.13 182,900.00
KISSIMMEE FL 34747 1 03/27/98 00
0430800581 09 05/01/98 0
95400640 O 04/01/28
0
1632666 225/225 F 69,300.00 ZZ
360 69,087.08 1
367-369 SILVER LANE 8.500 532.86 90
8.250 532.86 77,000.00
EAST HARTFORD CT 06108 1 12/22/97 11
8061307 05 02/01/98 30
8061307 N 01/01/28
0
1638837 891/G02 F 79,000.00 ZZ
354 78,941.79 1
83 SANDALWOOD ROAD 7.750 568.42 69
7.500 568.42 115,000.00
CANTON NC 28716 4 04/17/98 00
0430811307 05 06/01/98 0
970916196 O 11/01/27
0
1648028 883/G02 F 58,000.00 ZZ
360 57,965.76 1
2388 HAGOPLAN AVENUE SW 8.625 451.12 90
8.375 451.12 64,490.00
PALM BAY FL 32908 1 04/20/98 01
0430767293 05 06/01/98 25
972688 N 05/01/28
0
1
1650274 883/G02 F 57,100.00 ZZ
360 57,065.41 1
433 FITZIMMONS STREET 8.500 439.05 90
8.250 439.05 63,490.00
PALM BAY FL 32903 1 04/29/98 04
0430816207 05 06/01/98 25
972666 N 05/01/28
0
1650994 J38/G02 F 106,400.00 ZZ
360 106,158.73 1
41 CUMBERLAND AVENUE 8.875 846.57 95
8.625 846.57 112,000.00
ROOSEVELT NY 11575 1 01/05/98 04
0430565416 05 03/01/98 30
97577BCP97619 O 02/01/28
0
1666679 B75/G02 F 60,000.00 ZZ
360 59,754.38 1
3144 INDIAN LANE 8.000 440.26 60
7.750 440.26 100,000.00
PLACERVILLE CA 95667 1 11/21/97 00
0430532473 05 01/01/98 0
7012297 O 12/01/27
0
1668888 561/J95 F 166,250.00 ZZ
360 165,712.56 2
96 GARFIELD PLACE 8.250 1,248.99 95
8.000 1,248.99 175,000.00
TOTOWA NJ 07512 1 12/05/97 04
9121989 05 02/01/98 30
9121989 O 01/01/28
0
1672327 637/G02 F 226,400.00 ZZ
360 226,236.13 1
16 CLINCH AVENUE 7.625 1,602.45 80
7.375 1,602.45 283,000.00
GARDEN CITY NY 11530 1 04/27/98 00
0430827899 05 06/01/98 0
8296055 O 05/01/28
0
1673468 A46/G02 F 283,500.00 ZZ
360 282,711.88 1
13004 MADRONE TRAIL 7.875 2,055.57 79
7.625 2,055.57 360,000.00
1
AUSTIN TX 78737 2 01/09/98 00
0430783100 05 03/01/98 0
0992150 O 02/01/28
0
1673637 883/G02 F 80,800.00 ZZ
360 80,800.00 1
2461 SE BURTON STREET 8.250 607.03 78
8.000 607.03 104,000.00
FORT ST LUCIE FL 34952 2 05/22/98 00
0430822668 05 07/01/98 0
05002588 O 06/01/28
0
1674588 J40/G02 F 29,700.00 ZZ
360 29,633.97 1
5118 CAMBRIDGE DRIVE 8.875 236.31 90
8.625 236.31 33,000.00
PASCAGOULA MS 39567 1 01/30/98 04
0430819961 05 03/01/98 25
7420365 N 02/01/28
0
1681946 131/G02 F 44,500.00 ZZ
360 44,422.63 3
401 403 SOUTH AVENUE 8.750 350.08 24
8.500 350.08 187,000.00
MEDIA PA 19063 2 02/25/98 00
0430750497 05 04/01/98 0
711102 N 03/01/28
0
1683043 637/G02 F 245,000.00 ZZ
360 244,670.11 1
1160 CRAGMONT AVENUE 8.000 1,797.73 45
7.750 1,797.73 550,000.00
BERKELEY CA 94708 2 03/24/98 00
0430831396 05 05/01/98 0
8428799 O 04/01/28
0
1685715 B75/G02 F 53,100.00 ZZ
360 52,973.23 1
585 NORTH NEW STREET 8.625 413.01 90
8.375 413.01 59,137.00
CLAYTON NJ 08312 1 01/15/98 10
0430821868 05 03/01/98 25
7244031 N 02/01/28
0
1
1685725 267/267 F 280,000.00 ZZ
360 278,887.86 1
1 PIERCE DR 7.250 1,910.10 80
7.000 1,910.10 350,000.00
NOVATO CA 94947 5 01/07/98 00
Q330669 05 03/01/98 0
Q330669 O 02/01/28
0
1686122 K37/G02 F 124,000.00 ZZ
360 123,693.27 1
917 PADDOCK STREET 7.000 824.98 80
6.750 824.98 155,000.00
BEATRICE NE 68310 2 02/06/98 00
0430617761 05 04/01/98 0
000 O 03/01/28
0
1688556 229/G02 F 40,000.00 ZZ
360 39,953.81 1
4807 NORTHMOOR 8.750 314.68 90
8.500 314.68 44,500.00
NORTHMOOR MO 64152 1 03/24/98 10
0430777094 05 05/01/98 25
7832249 N 04/01/28
0
1689023 074/G02 F 37,350.00 ZZ
360 37,258.52 1
670 ROBERT E. LEE PARKWAY 8.500 287.19 90
8.250 287.19 41,500.00
JONESBORO GA 30236 1 01/09/98 11
0430756569 05 03/01/98 25
1566119312 N 02/01/28
0
1689434 637/G02 F 69,930.00 ZZ
360 69,788.27 1
1300 QUEENS ROAD UNIT 207 8.000 513.13 70
7.750 513.13 99,900.00
CHARLOTTE NC 28207 3 02/18/98 00
0430755850 01 04/01/98 0
8847121 N 03/01/28
0
1694291 313/G02 F 103,600.00 ZZ
360 103,600.00 1
1
2212 VICTORIA PARK DRIVE 7.875 751.18 80
7.625 751.18 129,500.00
COLUMBUS OH 43235 1 05/22/98 00
0430825083 01 07/01/98 0
6513592 O 06/01/28
0
1697275 K56/G02 F 78,400.00 ZZ
360 78,232.92 1
1807 E 14TH STREET 7.750 561.67 80
7.500 561.67 98,000.00
THE DALLES OR 97058 2 02/09/98 00
0430750604 05 04/01/98 0
000 N 03/01/28
0
1698943 A33/G02 F 25,000.00 ZZ
360 24,985.24 1
34636 FARRAGUT 8.625 194.45 79
8.375 194.45 32,000.00
WESTLAND MI 48185 1 04/01/98 00
0430749218 05 06/01/98 0
015046587 N 05/01/28
0
1699026 A26/G02 F 150,000.00 ZZ
360 150,000.00 4
2785 EAST 15TH STREET 8.750 1,180.06 84
8.500 1,180.06 180,000.00
BROOKLYN NY 11235 1 05/22/98 01
0430827790 07 07/01/98 12
10386 N 06/01/28
0
1700751 G34/G02 F 23,400.00 ZZ
360 23,360.36 1
1707 2ND AVENUE SE 8.875 186.18 71
8.625 186.18 33,000.00
AUSTIN MN 55912 1 02/13/98 00
0430663732 05 04/01/98 0
202670 N 03/01/28
0
1701247 H17/G02 F 76,500.00 ZZ
360 76,457.11 1
16721 NW 52 AVENUE 8.875 608.67 75
8.625 608.67 102,000.00
MIAMI FL 33055 2 04/07/98 00
0430733915 05 06/01/98 0
1
260326 N 05/01/28
0
1701961 455/G02 F 330,000.00 ZZ
360 329,395.98 1
125 SMOHALA COURT 8.500 2,537.42 75
8.250 2,537.42 445,000.00
WALESKA GA 30183 2 02/20/98 00
0430742700 03 04/01/98 0
58596 O 03/01/28
0
1702164 F53/G02 F 114,000.00 ZZ
360 113,917.50 1
308 BRADENHALL DR 7.625 806.88 68
7.375 806.88 170,000.00
CARSON CA 90746 5 04/17/98 23
0430802652 05 06/01/98 0
ASA0092SCAT O 05/01/28
0
1702291 180/G02 F 31,500.00 ZZ
360 31,464.55 1
941 JOYCE STREET 8.875 250.63 90
8.625 250.63 35,000.00
ATLANTA GA 30314 1 04/03/98 10
0430807156 05 05/01/98 25
12579645 N 04/01/28
0
1702660 225/225 F 47,600.00 ZZ
360 47,542.13 1
9001 E 73RD ST 8.500 366.00 90
8.250 366.00 52,900.00
RAYTOWN MO 64133 1 03/20/98 10
7003780 03 05/01/98 25
7003780 N 04/01/28
0
1703927 A93/G02 F 176,500.00 ZZ
360 176,500.00 3
556 RIDGEWOOD AVENUE 8.750 1,388.53 77
8.500 1,388.53 230,000.00
BROOKLYN NY 11208 2 05/14/98 00
0430819516 07 07/01/98 0
277024 N 06/01/28
0
1
1704577 830/G02 F 166,250.00 ZZ
360 165,750.58 1
48 WEST BROADWAY #1506 N. 8.625 1,293.08 95
8.375 1,293.08 175,000.00
SALT LAKE CITY UT 84101 1 03/02/98 11
0430818997 06 04/01/98 30
1888130 O 03/01/28
0
1704620 E45/E45 F 44,100.00 ZZ
360 44,046.38 1
5313 PONCE DE LEON 8.500 339.09 90
8.250 339.09 49,500.00
LAKE PARK GA 31636 1 03/26/98 10
37493 09 05/01/98 25
37493 N 04/01/28
0
1705483 H37/G02 F 64,800.00 ZZ
360 64,647.39 1
180 BROOKSIDE BLVD 8.625 504.01 90
8.375 504.01 72,000.00
NEWARK DE 19713 1 03/20/98 14
0430771733 05 05/01/98 25
20737 N 04/01/28
0
1705756 270/G02 F 260,000.00 ZZ
360 259,612.87 1
31922 LA SUBIDA DRIVE 7.500 1,817.96 80
7.250 1,817.96 325,000.00
TRABUCO CANYON CA 92679 2 03/18/98 00
0430816249 03 05/01/98 0
2615235 O 04/01/28
0
1706780 480/G02 F 65,700.00 ZZ
360 65,573.46 1
3261 SCARLET LANE 8.250 493.58 90
8.000 493.58 73,000.00
KENNESAW GA 30144 1 02/27/98 12
0430678623 05 04/01/98 25
2400430 N 03/01/28
0
1707033 E22/G02 F 44,000.00 ZZ
360 43,919.48 3
5637 CHEYENNE 8.500 338.32 80
8.250 338.32 55,000.00
1
HOLIDAY FL 34690 1 02/17/98 00
0410653588 05 04/01/98 0
410653588 N 03/01/28
0
1707092 229/G02 F 114,675.00 ZZ
360 114,596.07 2
143 A & B BALBOA LOOP 7.875 831.48 75
7.625 831.48 152,900.00
KELSO WA 98626 1 04/03/98 00
0430816116 05 06/01/98 0
7878093 N 05/01/28
0
1708079 874/G02 F 44,000.00 ZZ
360 43,943.69 1
2955 LAKESIDE DRIVE 8.250 330.56 80
#124E 8.000 330.56 55,000.00
RENO NV 89509 1 03/27/98 00
0430755678 01 05/01/98 0
3727172 O 04/01/28
0
1708157 G18/G02 F 50,100.00 ZZ
360 50,069.64 4
1035 ROSS AVENUE 8.500 385.23 90
8.250 385.23 55,700.00
ST PAUL MN 55106 1 04/15/98 04
0430790048 05 06/01/98 25
1708157 N 05/01/28
0
1708377 H58/G02 F 315,000.00 ZZ
360 314,542.57 1
1193 ANDRE AVE. 7.625 2,229.55 50
7.375 2,229.55 635,000.00
MOUNTAIN VIEW CA 94040 5 03/20/98 00
0430745372 05 05/01/98 0
22445 O 04/01/28
0
1708712 687/G02 F 19,350.00 ZZ
360 19,339.15 1
3222 ELM STREET 8.875 153.96 90
8.625 153.96 21,500.00
TOLEDO OH 43608 1 04/01/98 12
0430805671 05 06/01/98 25
1666231 N 05/01/28
0
1
1708938 927/G02 F 399,935.00 ZZ
360 399,645.53 1
3151 SPRINGMEADOW DRIVE 7.625 2,830.72 78
7.375 2,830.72 515,000.00
COLORADO SPRING CO 80906 2 04/14/98 00
0430807198 03 06/01/98 0
271403 O 05/01/28
0
1708961 637/G02 F 47,700.00 ZZ
360 47,644.90 2
4240 NORTH HAVEN AVENUE 8.750 375.26 90
8.500 375.26 53,000.00
TOLEDO OH 43612 1 03/27/98 01
0430763003 05 05/01/98 25
4394151 N 04/01/28
0
1709494 B75/G02 F 22,500.00 ZZ
360 22,474.68 1
6565 N 19TH AVEN 8.875 179.02 90
#52 8.625 179.02 25,000.00
PHOENIX AZ 85015 1 03/02/98 21
0430817973 01 05/01/98 25
7520653 N 04/01/28
0
1710126 J83/G02 F 108,000.00 ZZ
360 107,797.20 1
229 FAIRGROUND STREET 8.375 820.88 90
8.125 820.88 120,000.00
FRANKLIN TN 37064 1 03/02/98 01
0430691857 05 04/01/98 25
253472 N 03/01/28
0
1710139 J83/G02 F 64,800.00 ZZ
360 64,687.31 1
142 HILLSIDE DRIVE 8.750 509.79 80
8.500 509.79 81,000.00
HENDERSONVILLE TN 37075 1 02/27/98 00
0430691915 05 04/01/98 0
254926 N 03/01/28
0
1710425 369/G02 F 32,000.00 ZZ
360 31,963.03 1
1
1369 & 1371 ADELAIDE SE 8.750 251.75 85
8.500 251.75 38,000.00
WARREN OH 44485 1 03/10/98 01
0430686162 05 05/01/98 25
60270436 N 04/01/28
0
1710902 A26/G02 F 165,000.00 ZZ
360 165,000.00 2
190 FREEDOM AVENUE 8.875 1,312.82 69
8.625 1,312.82 241,000.00
STATEN ISLAND NY 10314 2 05/01/98 00
0430794255 05 07/01/98 0
10524 O 06/01/28
0
1711261 687/G02 F 51,100.00 ZZ
360 51,100.00 1
227 BILLSBORO 7.750 366.09 44
7.500 366.09 117,000.00
GENEVA NY 14456 2 05/07/98 00
0430817619 05 07/01/98 0
1675583 O 06/01/28
0
1711268 B75/G02 F 293,500.00 ZZ
360 293,292.85 1
11469 GENTLEWOOD DRIVE 7.750 2,102.67 84
7.500 2,102.67 350,000.00
MOORPARK CA 93021 2 04/23/98 11
0430823971 03 06/01/98 12
7745102 O 05/01/28
0
1712736 976/976 F 328,000.00 ZZ
360 327,163.88 1
355 CERRO COURT 7.500 2,293.43 80
7.250 2,293.43 410,000.00
DALY CITY CA 94015 5 02/25/98 00
5208499 03 04/01/98 0
5208499 O 03/01/28
0
1712806 976/976 F 226,500.00 ZZ
360 225,956.80 1
20731 AQUATIC LANE 8.000 1,661.98 75
7.750 1,661.98 302,000.00
HUNTINGTON BEAC CA 92646 2 02/12/98 00
5232750 05 04/01/98 0
1
5232750 O 03/01/28
0
1712808 976/976 F 292,000.00 ZZ
360 291,361.93 1
2664 VIA OLIVERA 7.625 2,066.76 50
7.375 2,066.76 595,000.00
PALOS VERDES ES CA 90274 2 02/09/98 00
5232757 05 04/01/98 0
5232757 O 03/01/28
0
1713038 H81/G02 F 36,900.00 ZZ
360 36,858.46 1
2200 W ROHR AVE 8.875 293.60 90
8.625 293.60 41,000.00
MILWAUKEE WI 53209 1 04/03/98 14
0430755249 05 05/01/98 25
WH3742 N 04/01/28
0
1713292 G18/G02 F 29,700.00 ZZ
360 29,666.57 1
26 10TH STREET 8.875 236.31 90
#703 8.625 236.31 33,000.00
ST PAUL MN 55102 1 03/31/98 12
0430743872 06 05/01/98 25
1713292 N 04/01/28
0
1713533 180/G02 F 70,200.00 ZZ
360 70,114.64 1
127 TIMBER DRIVE 8.500 539.78 90
8.250 539.78 78,000.00
DURANGO CO 81301 1 03/31/98 10
0430817361 05 05/01/98 25
12608246 O 04/01/28
0
1713601 B75/G02 F 150,000.00 ZZ
360 149,688.30 1
480 NORTH AVALON ROAD 7.875 1,087.60 77
7.625 1,087.60 195,000.00
WINSTON SALEM NC 27104 1 02/27/98 00
0430818096 05 04/01/98 0
7529837 O 03/01/28
0
1
1713768 455/G02 F 48,000.00 ZZ
360 47,945.98 1
4665 RYAN ROAD 8.875 381.91 88
8.625 381.91 55,000.00
CONLEY GA 30288 2 03/19/98 01
0430695379 05 05/01/98 25
59156 N 04/01/28
0
1713961 638/G02 F 32,400.00 ZZ
360 32,361.62 1
28230 WINGED FOOT DRIVE 8.625 252.00 90
8.375 252.00 36,000.00
SUN CITY CA 92586 1 03/03/98 10
0430688267 09 05/01/98 25
08708733 O 04/01/28
0
1713966 638/G02 F 43,700.00 ZZ
360 43,673.52 1
13600 BENNINGTON 8.500 336.02 70
8.250 336.02 63,000.00
GRANDVIEW MO 64030 2 04/23/98 00
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8717336 N 05/01/28
0
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VAL299 O 06/01/28
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0
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MARINA9132NJ001 O 05/01/28
0
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410700165 O 02/01/28
0
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0430709618 07 05/01/98 25
1009285 N 04/01/28
0
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0430815159 05 06/01/98 25
1672797 O 05/01/28
0
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WINSTON SALEM NC 27101 1 04/23/98 01
0430813071 05 06/01/98 25
1674172 N 05/01/28
0
1
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360 21,960.77 1
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514610 N 03/01/28
0
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692716 O 05/01/28
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1716105 129/G02 F 30,750.00 ZZ
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0
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88130023 O 05/01/28
0
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FAIRVIEWPARK OH 44126 1 02/27/98 01
0410748446 05 04/01/98 25
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1716311 F25/G02 F 225,000.00 ZZ
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1
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7000952 O 05/01/28
0
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0
1716865 637/G02 F 109,000.00 ZZ
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ALLEN TX 75013 1 04/17/98 00
0430818906 05 06/01/98 0
1
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0
1716992 E22/G02 F 30,800.00 ZZ
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0410715908 06 05/01/98 0
410715908 N 04/01/28
0
1717103 H93/G02 F 59,900.00 ZZ
360 59,862.77 1
1425 COUNTY CLUB COURT 8.375 455.28 90
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HARRISONBURG VA 22801 1 04/28/98 10
0430839035 03 06/01/98 25
9826956 N 05/01/28
0
1717222 737/G02 F 62,250.00 ZZ
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0
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0
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VISALIA CA 93291 1 04/15/98 00
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UNKNOWN N 05/01/28
0
1
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7928534 O 06/01/28
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PLYMOUTH MN 55391 2 03/19/98 00
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7810046636 O 04/01/28
0
1717855 225/225 F 103,500.00 ZZ
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BRECKENRIDGE CO 80424 1 04/08/98 00
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LAHAINA HI 96761 2 05/13/98 00
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0410741953 01 05/01/98 0
410741953 N 04/01/28
0
1718156 003/G02 F 58,050.00 ZZ
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0430763516 09 06/01/98 0
59782 O 05/01/28
0
1718714 129/G02 F 80,000.00 ZZ
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1718979 098/G02 F 56,000.00 ZZ
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680300106 N 06/01/28
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29239 O 05/01/28
0
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1
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680303006 N 06/01/28
0
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3225 HERITAGE SQUARE 8.875 494.10 90
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1INCINNATI OH 45251 1 04/20/98 04
0430824417 01 06/01/98 25
10148670 N 05/01/28
0
1719487 561/561 F 60,300.00 ZZ
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9284746 07 05/01/98 25
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0
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0400106035 N 04/01/28
0
1719788 E22/G02 F 400,000.00 ZZ
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SANTA ROSA CA 95404 5 03/23/98 00
0410728380 05 05/01/98 0
410728380 O 04/01/28
0
1719830 180/G02 F 142,200.00 ZZ
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0430815308 05 06/01/98 25
12589800 N 05/01/28
0
1719977 B75/G02 F 44,100.00 ZZ
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287 LAFAYETTE STREET 8.875 350.88 90
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RAHWAY NJ 07065 1 03/19/98 10
0430816181 05 05/01/98 25
7322050 N 04/01/28
0
1719996 B75/G02 F 326,400.00 ZZ
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12217 CANDLE LIGHT CIRCLE 7.250 2,226.62 80
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FORT WASHINGTON MD 20744 1 03/02/98 00
0430830836 05 04/01/98 0
7543705 O 03/01/28
0
1720241 074/G02 F 47,700.00 ZZ
360 47,638.95 2
213 DRIVING PARK AVENUE 8.250 358.36 90
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0430756726 05 05/01/98 25
1107039279 N 04/01/28
0
1720280 074/G02 F 32,400.00 ZZ
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0
1720336 074/G02 F 33,600.00 ZZ
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7825 NE BAYSHORE CT UNIT 203 8.375 255.38 80
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MIAMI FL 33138 1 03/31/98 00
0430757658 01 05/01/98 0
1
1312036987 O 04/01/28
0
1720343 074/G02 F 44,000.00 ZZ
360 43,942.24 1
1224 BROWNING AVENUE 8.125 326.70 80
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ORLANDO FL 32809 1 03/18/98 00
0430757724 05 05/01/98 0
1331173680 O 04/01/28
0
1720362 074/G02 F 27,000.00 ZZ
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8613 LONGWOOD VIEW AVENUE 7.875 195.77 90
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0430757914 05 05/01/98 25
1432008567 N 04/01/28
0
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0430757955 05 05/01/98 25
1456013710 N 04/01/28
0
1720399 074/G02 F 512,000.00 ZZ
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13641 WESTOVER DRIVE 8.000 3,756.88 39
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SARATOGA CA 95070 2 02/06/98 00
0430758292 05 04/01/98 0
1507388479 N 03/01/28
0
1720407 074/G02 F 29,500.00 ZZ
360 29,465.04 1
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MANSFIELD GA 30055 1 03/30/98 00
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0
1
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COVINGTON GA 30014 1 02/16/98 00
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0
1720440 074/G02 F 33,250.00 ZZ
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4206 NEWTON AVENUE 108 8.125 246.88 95
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DALLAS TX 75219 1 03/11/98 21
0430758698 01 05/01/98 30
1524021448 O 04/01/28
0
1720506 074/G02 F 37,350.00 ZZ
360 37,290.05 1
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CHATTANOOGA TN 37421 1 03/19/98 11
0430759308 05 05/01/98 25
1577122862 N 04/01/28
0
1720512 074/G02 F 58,500.00 ZZ
360 58,392.91 1
2703 FLORIDA AVENUE 8.500 449.82 90
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KANNAPOLIS NC 28083 1 02/27/98 11
0430759365 05 04/01/98 30
1577126874 N 03/01/28
0
1720514 074/G02 F 58,500.00 ZZ
360 58,389.39 1
921 BEVERLY DRIVE 8.250 439.50 60
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ROCK HILL SC 29730 1 03/23/98 00
0430759381 05 05/01/98 0
1577127254 O 04/01/28
0
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360 29,547.18 1
1300 FEDERAL STREET UNIT 10 8.625 230.23 75
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1580062452 N 03/01/28
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1720541 074/G02 F 37,400.00 ZZ
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163 SOUTH STREET UNIT 20 8.250 280.98 90
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DANBURY CT 06810 1 03/16/98 01
0430759654 01 05/01/98 25
1580079976 O 04/01/28
0
1720557 074/G02 F 39,950.00 ZZ
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INDIANAPOLIS IN 46224 1 03/19/98 14
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1581163375 N 04/01/28
0
1720560 074/G02 F 40,050.00 ZZ
360 39,998.73 2
738-740NORTH BRADLEY 8.250 300.89 90
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INDIANAPOLIS IN 46201 1 03/10/98 14
0430759845 05 05/01/98 25
1581164505 N 04/01/28
0
1720577 074/G02 F 44,550.00 ZZ
360 44,492.99 1
23108 PIPER 8.250 334.69 90
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EAST POINTE MI 48021 1 03/20/98 21
0430760009 05 05/01/98 25
1581170280 N 04/01/28
0
1720585 074/G02 F 41,200.00 ZZ
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POCONO SUMMIT PA 18346 1 03/13/98 00
0430760074 03 05/01/98 0
1581174021 O 04/01/28
0
1
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360 31,462.66 1
239 VIERS COURT 8.625 245.01 90
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AKRON OH 44310 1 03/19/98 14
0430760082 05 05/01/98 25
1581174972 N 04/01/28
0
1720598 074/G02 F 34,200.00 ZZ
360 34,159.46 1
3539 NORTHEAST MONTEREY 8.625 266.01 90
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KANSAS CITY MO 64117 1 03/13/98 14
0430760181 05 05/01/98 25
1583092314 N 04/01/28
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1720599 074/G02 F 34,200.00 ZZ
360 34,159.46 1
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KANSAS CITY MO 64117 1 03/13/98 14
0430760199 05 05/01/98 25
1583092325 N 04/01/28
0
1720605 074/G02 F 25,200.00 ZZ
360 25,168.57 1
4915 SOUTH BROADWAY 8.375 191.54 90
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SAINT LOUIS MO 63111 1 03/12/98 14
0430760256 05 05/01/98 25
1583097103 N 04/01/28
0
1720606 074/G02 F 32,400.00 ZZ
360 32,360.60 1
3615 7TH AVENUE 8.500 249.13 90
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SIOUX CITY IA 51106 1 03/25/98 14
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1583098263 N 04/01/28
0
1720640 074/G02 F 47,500.00 T
360 47,439.19 1
1
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LAUDERHILL FL 33319 1 03/07/98 00
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1589171898 O 04/01/28
0
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CASSELBERRY FL 32707 1 03/25/98 14
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1590069797 O 04/01/28
0
1720695 074/G02 F 40,000.00 ZZ
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WILLOWBROOK IL 60514 1 03/25/98 00
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1720705 074/G02 F 37,000.00 ZZ
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1633019187 N 04/01/28
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STUART FL 34994 1 03/25/98 00
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0430835215 05 07/01/98 25
1
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MIAMI FL 33172 1 08/06/97 00
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1721289 K13/G02 F 256,000.00 ZZ
360 255,805.20 1
9300 TEXHOMA AVENUE 7.375 1,768.13 80
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0430800912 05 06/01/98 0
9803212 O 05/01/28
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1721802 E22/G02 F 33,750.00 ZZ
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3021 CR 708A 8.500 259.51 75
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WEBSTER FL 33597 1 03/19/98 00
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1722033 A33/G02 F 97,600.00 ZZ
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4026 VASSAR 8.125 724.68 80
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BURTON MI 48519 1 04/29/98 00
0430823450 05 06/01/98 0
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1
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BOROUGH OF NORR PA 19401 1 01/30/98 04
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0
1722090 F36/G02 F 150,000.00 T
360 149,894.13 1
5210 RAY NASH DR. NW 7.750 1,074.62 75
7.500 1,074.62 200,000.00
GIG HARBOR WA 98335 1 04/21/98 00
0430791384 05 06/01/98 0
6501842 O 05/01/28
0
1722226 B75/G02 F 138,550.00 ZZ
360 138,368.13 1
1778 PIEDMONT WAY 8.125 1,028.73 80
7.875 1,028.73 173,200.00
ATLANTA GA 30324 1 03/30/98 00
0430826818 05 05/01/98 0
7573181 O 04/01/28
0
1722234 E01/G02 F 134,050.00 ZZ
360 134,050.00 1
79 KRISTIN LANE 8.500 1,030.73 70
8.250 1,030.73 191,500.00
HAUPPAUGE NY 11788 1 05/15/98 00
0430823765 07 07/01/98 0
982945 N 06/01/28
0
1722436 623/623 F 295,500.00 ZZ
360 295,048.90 1
13 SPOONBILL DRIVE 7.375 2,040.95 80
7.125 2,040.95 370,000.00
ALISO VIEJO CA 92656 5 03/10/98 00
6240730 03 05/01/98 0
6240730 O 04/01/28
0
1722528 637/G02 F 46,080.00 ZZ
360 46,049.08 1
1916 VERNON ROAD 8.000 338.12 90
7.750 338.12 51,200.00
1
ROCKY MOUNT NC 27801 1 04/22/98 12
0430822973 05 06/01/98 25
11621513 N 05/01/28
0
1722562 E22/G02 F 47,050.00 ZZ
360 46,994.24 1
3630 WHITEHALL DRIVE 8.625 365.95 90
8.375 365.95 52,300.00
WEST PALM BEACH FL 33401 1 03/18/98 04
0410771588 01 05/01/98 25
410771588 N 04/01/28
0
1722638 E22/G02 F 58,500.00 ZZ
360 58,229.95 1
322 CALDWELL STREET 8.625 455.01 90
8.375 455.01 65,000.00
BREVARD NC 28712 1 03/27/98 04
0410726038 05 05/01/98 25
410726038 N 04/01/28
0
1722673 B75/G02 F 40,800.00 ZZ
360 40,754.09 2
4506 COTTMAN AVENUE 8.875 324.62 80
8.625 324.62 51,000.00
PHILADELPHIA PA 19135 1 03/27/98 00
0430750638 07 05/01/98 0
7515083 N 04/01/28
0
1723417 H93/G02 F 55,800.00 ZZ
360 55,767.90 1
1325 LAKEDELL DRIVE 8.750 438.98 90
8.500 438.98 62,000.00
CHARLOTTE NC 28215 1 04/27/98 01
0430824581 05 06/01/98 25
9827037 N 05/01/28
0
1723962 E22/G02 F 32,400.00 ZZ
360 32,365.38 1
8856 ASHTON 9.125 263.62 90
8.875 263.62 36,000.00
DETROIT MI 48228 1 03/24/98 01
0410744338 05 05/01/98 25
410744338 N 04/01/28
0
1
1724008 E22/G02 F 76,050.00 ZZ
360 75,898.41 1
2745 RIVER HILLS DRIVE 8.375 578.03 90
8.125 578.03 84,500.00
BURNSVILLE MN 55337 1 03/25/98 04
0410774129 09 05/01/98 25
410774129 N 04/01/28
0
1724076 225/225 F 415,000.00 ZZ
360 413,703.74 1
1190 EDINBURGH ROAD 8.500 3,191.00 80
8.250 3,191.00 525,000.00
SAN DIMAS CA 91773 2 03/19/98 00
7005288 05 05/01/98 0
7005288 O 04/01/28
0
1724143 964/G02 F 294,000.00 ZZ
360 293,614.06 1
90 CORTE DE SABLA 8.125 2,182.94 50
7.875 2,182.94 590,000.00
GREENBRAE CA 94904 2 03/27/98 00
0430722629 05 05/01/98 0
34524 O 04/01/28
0
1724179 A78/G02 F 134,500.00 ZZ
360 134,191.08 1
3527/3525 GOLDEN STREET 7.375 928.96 90
7.125 928.96 150,900.00
EVANS CO 80620 1 02/11/98 04
0430829317 05 04/01/98 25
010053065 N 03/01/28
0
1724327 637/G02 F 125,000.00 ZZ
360 124,920.29 1
34700 LITTLE BEAR CR LANE 8.250 939.09 54
8.000 939.09 235,000.00
ALTA CA 95701 5 04/23/98 00
0430826750 05 06/01/98 0
11015161 O 05/01/28
0
1724398 E22/G02 F 36,900.00 ZZ
360 36,857.39 2
1
3336 STEVENS AVENUE SOUTH 8.750 290.29 64
8.500 290.29 58,000.00
MINNEAPOLIS MN 55408 1 03/31/98 00
0410690937 05 05/01/98 0
410690937 N 04/01/28
0
1724404 E22/G02 F 40,900.00 ZZ
360 40,856.29 1
6814 EL CAMINO PALOMA STREET 9.125 332.78 90
8.875 332.78 45,500.00
PORT RICHEY FL 34668 1 04/06/98 04
0410762322 05 05/01/98 25
410762322 N 04/01/28
0
1724679 J37/J37 F 348,000.00 ZZ
360 347,032.53 1
20628 29TH AVE SE 7.875 2,523.25 80
7.625 2,523.25 435,000.00
BOTHELL WA 98012 5 01/27/98 00
8090706 05 03/01/98 0
8090706 O 02/01/28
0
1724697 J37/J37 F 47,800.00 ZZ
360 47,703.17 1
302 MEMORIAL DRIVE 8.000 350.73 74
7.750 350.73 65,000.00
CLOVER SC 29710 2 02/13/98 00
8391701 05 04/01/98 0
8391701 O 03/01/28
0
1724796 F19/G02 F 268,000.00 ZZ
360 267,801.11 1
519 TOWNSEND DRIVE 7.500 1,873.89 80
7.250 1,873.89 335,000.00
APTOS CA 95003 5 04/17/98 00
0430787309 05 06/01/98 0
270484 O 05/01/28
0
1724799 E57/G02 F 59,200.00 ZZ
360 59,162.25 1
2042 NORTH CALLE LA SOMBRA 8.250 444.75 80
#4 8.000 444.75 74,000.00
SIMI VALLEY CA 93063 1 04/21/98 00
0430818013 01 06/01/98 0
1
182042001000 O 05/01/28
0
1724805 369/G02 F 270,000.00 T
360 269,844.66 1
404 VALLEY VIEW DRIVE 8.750 2,124.09 75
8.500 2,124.09 360,000.00
PISMO BEACH CA 93449 5 04/27/98 00
0430791509 05 06/01/98 0
49337488 O 05/01/28
0
1724809 A33/G02 F 37,800.00 ZZ
360 37,800.00 1
22006 BOULDER 8.875 300.75 90
8.625 300.75 42,000.00
EASTPOINTE MI 48021 1 05/08/98 11
0430814947 05 07/01/98 25
015049433 N 06/01/28
0
1724989 J49/G02 F 336,000.00 ZZ
360 335,762.85 1
2911 CLUBHOUSE ROAD 7.750 2,407.15 80
7.500 2,407.15 421,000.00
COSTA MESA CA 92626 5 04/30/98 00
0430781104 05 06/01/98 0
98040002 O 05/01/28
0
1724993 H04/G02 F 382,400.00 ZZ
360 382,400.00 1
408 GOLD LAKE COURT 8.000 2,805.92 80
7.750 2,805.92 478,000.00
DANVILLE CA 94506 5 05/01/98 00
0430809103 03 07/01/98 0
314610 O 06/01/28
0
1725027 E22/G02 F 375,000.00 ZZ
360 374,566.92 1
2780 WOODLAND DRIVE 8.750 2,950.13 75
8.500 2,950.13 500,000.00
NORTHBROOK IL 60062 5 03/25/98 00
0410663496 05 05/01/98 0
410663496 O 04/01/28
0
1
1725036 E22/G02 F 26,900.00 ZZ
360 26,854.98 1
3500 TANGLEBRUSH DRIVE 8.125 199.73 90
UNIT # 77 7.875 199.73 29,900.00
THE WOODLANDS TX 77381 1 03/23/98 10
0410769061 01 05/01/98 25
410769061 O 04/01/28
0
1725076 E22/G02 F 192,950.00 ZZ
360 192,441.49 1
3000 HIGH ROAD 7.625 1,365.69 80
7.375 1,365.69 241,200.00
FLOWER MOUND TX 75028 1 03/27/98 00
0410796726 05 05/01/98 0
410796726 O 04/01/28
0
1725091 225/225 F 215,900.00 ZZ
360 215,900.00 1
20 DAVIS AVENUE 7.750 1,546.74 80
7.500 1,546.74 270,000.00
NEW ROCHELLE NY 10805 1 05/08/98 00
7018972 05 07/01/98 0
7018972 O 06/01/28
0
1725092 B75/G02 F 263,000.00 ZZ
360 262,836.53 1
4074 ROSE AVENUE 8.375 1,998.99 86
8.125 1,998.99 308,000.00
WESTERN SPRINGS IL 60558 2 04/24/98 11
0430800706 05 06/01/98 25
7675036 O 05/01/28
0
1725099 731/G02 F 184,000.00 ZZ
360 183,866.83 1
13462 CHACO COURT 7.625 1,302.34 79
7.375 1,302.34 235,000.00
SAN DIEGO CA 92129 5 04/01/98 00
0430828871 05 06/01/98 0
911681036 O 05/01/28
0
1725114 687/G02 F 37,800.00 ZZ
360 37,800.00 1
206 HIGHLAND AVENUE 8.750 297.37 90
8.500 297.37 42,000.00
1
NEW MIAMI OH 45011 1 05/12/98 01
0430813832 05 07/01/98 25
1676563 N 06/01/28
0
1725125 664/G02 F 68,400.00 ZZ
360 68,357.49 1
1723 OAK HILL DRIVE 8.375 519.89 90
8.125 519.89 76,000.00
CORINTH TX 76205 1 04/23/98 14
0430780429 05 06/01/98 25
2579241 N 05/01/28
0
1725143 676/676 F 385,000.00 ZZ
360 385,000.00 1
1603 RUTH PLACE 7.500 2,691.98 79
7.250 2,691.98 492,000.00
HONOLULU HI 96816 2 05/05/98 00
9817803208 05 07/01/98 0
9817803208 O 06/01/28
0
1725222 731/G02 F 300,000.00 ZZ
360 300,000.00 1
558 MADISON WAY 7.750 2,149.24 33
7.500 2,149.24 920,000.00
PALO ALTO CA 94303 5 04/28/98 00
0430812826 05 07/01/98 0
UNKNOWN O 06/01/28
0
1725287 450/G02 F 270,000.00 ZZ
360 269,799.62 1
32 LAKECREST LANE 7.500 1,887.88 65
7.250 1,887.88 420,000.00
GROSSE POINTE F MI 48236 5 03/31/98 00
0430730374 05 06/01/98 0
4498028 O 05/01/28
0
1725297 E22/G02 F 29,450.00 ZZ
360 29,433.06 2
6107 E. 152ND TERRACE 8.750 231.68 95
8.500 231.68 31,000.00
GRANDVIEW MO 64030 1 04/03/98 10
0410806962 05 06/01/98 30
410806962 O 05/01/28
0
1
1725347 E22/G02 F 40,000.00 ZZ
360 39,947.49 1
2546 VAN BUREN STREET 8.125 297.00 80
7.875 297.00 50,000.00
HOLLYWOOD FL 33020 1 03/31/98 00
0410784557 05 05/01/98 0
410784557 O 04/01/28
0
1725350 E22/G02 F 302,500.00 ZZ
360 302,122.65 1
22 SEIR HILL 8.375 2,299.22 55
8.125 2,299.22 550,000.00
WILTON CT 06897 5 04/02/98 00
0410745327 05 05/01/98 0
410745327 O 04/01/28
0
1725491 E22/G02 F 43,750.00 T
360 43,723.50 1
1405 HARTFORD ROAD 8.500 336.40 85
UNIT # 106 8.250 336.40 51,500.00
AUSTIN TX 78703 1 04/02/98 10
0410775894 01 06/01/98 20
410775894 O 05/01/28
0
1725509 E22/G02 F 32,400.00 ZZ
360 32,367.15 2
1730-32 N.W. 41ST STREET 9.375 269.49 90
9.125 269.49 36,000.00
MIAMI FL 33142 1 03/31/98 04
0410786032 05 05/01/98 25
410786032 N 04/01/28
0
1725518 E22/G02 F 34,200.00 ZZ
360 34,162.50 2
178-180 WEST DAKOTA 9.000 275.18 90
8.750 275.18 38,000.00
DETROIT MI 48203 1 03/25/98 04
0410747505 05 05/01/98 25
410747505 N 04/01/28
0
1725529 A45/G02 F 345,000.00 ZZ
360 345,000.00 1
1
69 JOY STREET 8.500 2,652.75 72
8.250 2,652.75 480,000.00
BOSTON MA 02114 5 05/20/98 00
0430814020 05 07/01/98 0
1725529 O 06/01/28
0
1725585 624/G02 F 147,250.00 ZZ
360 147,250.00 2
611 EAST 50TH STREET 8.750 1,158.42 95
8.500 1,158.42 155,000.00
AUSTIN TX 78751 1 05/21/98 11
0430829671 05 07/01/98 30
82001980013F O 06/01/28
0
1725695 A38/G02 F 58,200.00 ZZ
360 58,200.00 1
111 E 24TH STREET 8.250 437.24 90
8.000 437.24 64,700.00
HOUSTON TX 77008 1 05/19/98 14
0430823823 05 07/01/98 25
9620257 N 06/01/28
0
1725735 664/G02 F 311,200.00 ZZ
360 311,200.00 1
2481 FOX RIDGE DRIVE 8.125 2,310.66 80
7.875 2,310.66 389,000.00
CASTRO VALLEY CA 94546 2 05/06/98 00
0430816710 03 07/01/98 0
2424307 O 06/01/28
0
1725750 828/G02 F 108,500.00 ZZ
360 108,500.00 1
1811 EAGLE MEADOW 7.750 777.31 79
7.500 777.31 138,500.00
SAN ANTONIO TX 78248 1 05/01/98 00
0430808188 03 07/01/98 0
86860004 O 06/01/28
0
1726682 E22/G02 F 21,000.00 ZZ
360 20,975.75 1
1225 S FLAGLER 8.750 165.21 70
UNIT # 314 8.500 165.21 30,000.00
POMPANO FL 33060 1 03/30/98 00
0410780134 01 05/01/98 0
1
410780134 N 04/01/28
0
1726941 A60/G02 F 73,000.00 ZZ
360 73,000.00 1
190 POPLAR STREET 8.500 561.31 67
8.250 561.31 110,000.00
CENTRAL ISLIP NY 11722 1 05/14/98 00
0430821900 05 07/01/98 0
6349 N 06/01/28
0
1727045 356/G02 F 240,000.00 ZZ
360 239,642.65 1
38715 BLACOW RD 7.500 1,678.12 79
7.250 1,678.12 305,000.00
FREMONT CA 94536 5 03/19/98 00
0430756049 05 05/01/98 0
2495067 O 04/01/28
0
1727100 965/G02 F 26,325.00 ZZ
360 26,310.25 1
3645 NORTH 71ST AVENUE 8.875 209.45 90
8.625 209.45 29,250.00
PHOENIX AZ 85033 1 04/01/98 11
0430754150 09 06/01/98 30
DEFRANCIS N 05/01/28
0
1727280 369/G02 F 32,400.00 ZZ
360 32,381.35 1
2050 NORTH EXETER AVENUE 8.750 254.90 90
8.500 254.90 36,000.00
INDIANAPOLIS IN 46222 1 04/01/98 01
0430751784 05 06/01/98 25
61391744 O 05/01/28
0
1727298 131/G02 F 31,500.00 ZZ
360 31,479.91 1
2024 35TH STREET 8.250 236.65 90
8.000 236.65 35,000.00
ROCK ISLAND IL 61201 1 04/02/98 10
0430801399 05 06/01/98 25
1142584 N 05/01/28
0
1
1727368 638/G02 F 111,150.00 ZZ
360 111,080.91 1
6344 EAST MILLS STREET 8.375 844.82 90
8.125 844.82 123,500.00
MESA AZ 85215 1 04/01/98 10
0430743674 05 06/01/98 25
8731541 N 05/01/28
0
1727510 B49/G02 F 160,000.00 ZZ
360 159,887.07 1
328 S GILPIN STREET 7.750 1,146.26 77
7.500 1,146.26 210,000.00
DENVER CO 80209 1 04/30/98 00
0430787473 05 06/01/98 0
0264264 O 05/01/28
0
1727583 B49/G02 F 204,000.00 ZZ
360 204,000.00 1
321 GAY STREET 7.875 1,479.15 80
7.625 1,479.15 255,000.00
LONGMONT CO 80501 1 05/18/98 00
0430818310 05 07/01/98 0
0270438 O 06/01/28
0
1727751 E22/G02 F 30,000.00 ZZ
360 29,962.58 1
318 EAST FOURTH STREET 8.375 228.02 54
8.125 228.02 56,500.00
JASPER IN 47546 1 03/27/98 00
0410747216 05 05/01/98 0
410747216 O 04/01/28
0
1727760 E22/G02 F 36,900.00 ZZ
360 36,861.59 2
2203 N BOND 9.250 303.57 90
9.000 303.57 41,000.00
SAGINAW MI 48602 1 04/01/98 12
0410784136 05 05/01/98 25
410784136 N 04/01/28
0
1727784 E22/G02 F 244,500.00 ZZ
360 244,359.33 1
727 DOVER STREET 8.750 1,923.48 79
8.500 1,923.48 310,000.00
1
BOCA RATON FL 33487 5 03/25/98 00
0410746150 05 05/01/98 0
410746150 O 04/01/28
0
1727807 E22/G02 F 117,900.00 ZZ
360 117,741.25 1
441 VERDANT CIRCLE 8.000 865.11 90
7.750 865.11 132,000.00
LONGMONT CO 80501 1 03/25/98 04
0410783617 05 05/01/98 25
410783617 N 04/01/28
0
1727840 E22/G02 F 27,000.00 ZZ
360 26,969.63 1
1228 PECAN STREET 8.875 214.82 90
8.625 214.82 30,000.00
BONHAM TX 75418 1 04/03/98 04
0410758304 05 05/01/98 25
410758304 N 04/01/28
0
1727845 E22/G02 F 58,500.00 ZZ
360 58,434.17 2
8943-8941 WOODLAND STREET 8.875 465.45 90
8.625 465.45 65,000.00
KANSAS CITY MO 64131 1 03/04/98 04
0410750384 05 05/01/98 25
410750384 N 04/01/28
0
1727854 E22/G02 F 17,100.00 ZZ
360 16,133.66 1
21621 HILLSIDE BUILDING #3, 9.625 145.35 90
UNIT #79 9.375 145.35 19,000.00
CLINTON TOWNSHI MI 48035 1 04/02/98 04
0410749576 01 05/01/98 25
410749576 N 04/01/28
0
1727868 E57/G02 F 288,000.00 ZZ
360 288,000.00 1
3702 BARCELONA DRIVE 7.875 2,088.20 80
7.625 2,088.20 360,000.00
SANTA BARBARA CA 93105 5 05/04/98 00
0430820902 05 07/01/98 0
182762001764 O 06/01/28
0
1
1727900 A02/G02 F 290,975.00 ZZ
360 290,975.00 1
4N600 TURN MILL LANE 7.750 2,084.58 80
7.500 2,084.58 364,526.00
WEST CHICAGO IL 60185 2 05/08/98 00
0430820670 05 07/01/98 0
UNKNOWN O 06/01/28
0
1727908 568/G02 F 38,250.00 ZZ
360 38,226.83 2
1610 S. WILLOW STREET 8.500 294.11 90
8.250 294.11 42,500.00
CHATTANOOGA TN 37404 1 05/01/98 01
0430806547 05 06/01/98 25
810167E N 05/01/28
0
1727940 737/G02 F 143,900.00 ZZ
360 143,819.33 3
3036 STOUT STREET 8.875 1,144.93 90
8.625 1,144.93 159,900.00
DENVER CO 80205 1 04/03/98 14
0430824490 05 06/01/98 25
585620 N 05/01/28
0
1728076 687/G02 F 31,500.00 ZZ
360 31,481.88 2
334 WILLARD ST 8.750 247.81 90
8.500 247.81 35,000.00
TOLEDO OH 43605 1 05/04/98 04
0430802439 05 06/01/98 30
1675001 N 05/01/28
0
1728083 180/G02 F 155,600.00 ZZ
360 155,600.00 2
2056 2060 NEWTON STREET 8.875 1,238.02 90
8.625 1,238.02 172,900.00
DENVER CO 80211 1 05/15/98 10
0430820621 05 07/01/98 25
12773784 N 06/01/28
0
1728303 H25/G02 F 378,000.00 ZZ
360 378,000.00 1
1
16.98 ACRES PARCEL 3 OFF VSH 7.625 2,675.46 78
643 7.375 2,675.46 490,000.00
MOON VA 23119 2 05/15/98 00
0430816470 05 07/01/98 0
H25 O 06/01/28
0
1728537 E73/G02 F 60,525.00 ZZ
360 60,525.00 1
10820 HARROW ROAD 8.500 465.39 90
8.250 465.39 67,250.00
PHILADELPHIA PA 19154 1 05/01/98 10
0430813634 07 07/01/98 25
7000046158 N 06/01/28
0
1728571 J96/G02 F 125,900.00 ZZ
360 125,829.42 2
212 REINHARDT STREET 8.875 1,001.72 90
8.625 1,001.72 139,900.00
ATLANTA GA 30316 1 04/24/98 01
0430806422 05 06/01/98 25
PP840006 O 05/01/28
0
1728709 455/G02 F 44,900.00 ZZ
360 44,900.00 1
1432 PERKINS RD 8.750 353.23 90
8.500 353.23 49,900.00
STATHAM GA 30666 1 05/13/98 01
0430793984 05 07/01/98 25
59924 N 06/01/28
0
1728787 687/G02 F 75,600.00 ZZ
360 75,600.00 2
2141 DOWD AVENUE 8.375 574.61 90
8.125 574.61 84,000.00
LAKEWOOD OH 44107 1 05/05/98 04
0430827196 05 07/01/98 25
1675222 N 06/01/28
0
1728788 E22/G02 F 139,500.00 ZZ
360 139,415.49 4
70-72 JEFFERSON AVENUE 8.500 1,072.63 90
8.250 1,072.63 155,000.00
JERSEY CITY NJ 07307 1 04/08/98 04
0410766968 05 06/01/98 25
1
410766968 O 05/01/28
0
1728824 E22/G02 F 31,950.00 ZZ
360 31,932.09 1
9445 MIDWAY STREET 8.875 254.21 90
8.625 254.21 35,500.00
SPRING HILL FL 34608 1 04/13/98 04
0410799514 05 06/01/98 25
410799514 N 05/01/28
0
1728842 F46/G02 F 375,000.00 ZZ
360 374,735.32 1
102 NORTH 93RD STREET 7.750 2,686.55 45
7.500 2,686.55 850,000.00
OMAHA NE 68114 5 05/01/98 00
0430814376 05 06/01/98 0
128056 O 05/01/28
0
1728849 E22/G02 F 33,100.00 ZZ
360 33,081.92 1
201 EARLMOOR 9.000 266.33 90
8.750 266.33 36,800.00
PONTIAC MI 48341 1 04/09/98 04
0410738942 05 06/01/98 25
410738942 N 05/01/28
0
1728858 001/G02 F 100,000.00 ZZ
360 99,931.19 4
17-19 PLYMOUTH STREET 7.875 725.06 43
7.625 725.06 235,000.00
QUINCY MA 02169 5 04/30/98 00
0430802249 05 06/01/98 0
1524571 N 05/01/28
0
1728860 E01/G02 F 190,807.00 ZZ
360 190,807.00 1
547 KELLER AVENUE 8.500 1,467.14 95
8.250 1,467.14 200,850.00
ELMONT NY 11003 1 05/22/98 04
0430823773 05 07/01/98 30
98C2879 O 06/01/28
0
1
1728866 E22/G02 F 57,150.00 ZZ
360 57,063.09 1
36127 SCHLEY 9.125 464.99 90
8.875 464.99 63,500.00
WESTLAND MI 48186 1 03/27/98 04
0410781918 05 05/01/98 25
410781918 N 04/01/28
0
1728872 F03/G02 F 166,400.00 ZZ
360 166,400.00 1
12545 WILD IRIS LANE 7.750 1,192.11 80
7.500 1,192.11 208,000.00
ELBERT CO 80106 1 05/22/98 00
0430822536 05 07/01/98 0
DEN12214 O 06/01/28
0
1728883 E22/G02 F 33,500.00 ZZ
360 33,464.20 1
185 SOUTH SABLE BLVD. #T-20 9.125 272.57 90
8.875 272.57 37,250.00
AURORA CO 80012 1 03/31/98 10
0410744023 01 05/01/98 25
410744023 N 04/01/28
0
1728889 E22/G02 F 125,600.00 ZZ
360 125,527.73 2
6809 N. WOLCOTT 8.750 988.10 80
8.500 988.10 157,000.00
CHICAGO IL 60626 5 04/10/98 00
0410769368 05 06/01/98 0
410769368 O 05/01/28
0
1728959 964/G02 F 240,000.00 ZZ
360 239,834.83 1
28272 RANCHO CRISTIANO 7.875 1,740.17 80
7.625 1,740.17 300,000.00
LAGUNA NIGUEL CA 92677 5 04/07/98 00
0430822775 03 06/01/98 0
34262 O 05/01/28
0
1729072 E21/G02 F 380,000.00 ZZ
360 380,000.00 1
169 WEST CHANNEL ROAD 8.375 2,888.27 65
8.125 2,888.27 585,000.00
1
LOS ANGELES CA 90402 5 05/07/98 00
0430803049 05 07/01/98 0
9800833W04 O 06/01/28
0
1729207 F22/G02 F 22,500.00 ZZ
360 22,446.30 1
1140 KAYE COURT 8.625 175.00 90
8.375 175.00 25,000.00
BURLINGTON NJ 08016 1 02/03/98 04
0430764308 01 03/01/98 25
40013092 N 02/01/28
0
1729349 140/G02 F 32,400.00 ZZ
360 32,380.88 1
RT 1 BOX 162 8.625 252.00 90
8.375 252.00 36,000.00
HARTFORD AL 36344 1 04/08/98 01
0430780775 05 06/01/98 25
442352 N 05/01/28
0
1729449 A93/G02 F 176,000.00 ZZ
360 176,000.00 3
234 ADELPHI STREET 8.000 1,291.43 80
7.750 1,291.43 220,000.00
BROOKLYN NY 11238 1 05/21/98 00
0430832394 05 07/01/98 0
02981813 O 06/01/28
0
1729490 E22/G02 F 29,700.00 ZZ
360 29,683.35 1
1023 NORTH BOND STREET 8.875 236.31 90
8.625 236.31 33,000.00
SAGINAW MI 48602 1 04/07/98 04
0410787683 05 06/01/98 25
410787683 N 05/01/28
0
1729578 E22/G02 F 41,200.00 ZZ
360 41,175.68 4
6802 EAST MONTEREY WAY 8.625 320.45 27
8.375 320.45 155,500.00
SCOTTSDALE AZ 85251 1 04/08/98 00
0410807366 05 06/01/98 0
410807366 N 05/01/28
0
1
1729613 E22/G02 F 22,050.00 ZZ
360 22,025.82 1
108 ROBINSON STREET 9.000 177.42 90
8.750 177.42 24,500.00
BONHAM TX 75418 1 04/03/98 10
0410769178 05 05/01/98 25
410769178 N 04/01/28
0
1729617 E22/G02 F 39,900.00 ZZ
360 39,875.20 1
405 N. COCHRAN STREET 8.375 303.27 67
8.125 303.27 60,000.00
BELLVILLE TX 77418 1 04/03/98 00
0410739940 05 06/01/98 0
410739940 O 05/01/28
0
1729645 E22/G02 F 251,600.00 ZZ
360 251,269.73 1
2234 KLAMATH DRIVE 8.125 1,868.12 80
7.875 1,868.12 314,500.00
CAMARILLO CA 93010 5 03/25/98 00
0410763130 05 05/01/98 0
410763130 O 04/01/28
0
1729648 E22/G02 F 344,000.00 ZZ
360 343,536.82 1
2160 RANCH VIEW TERRACE 8.000 2,524.15 80
7.750 2,524.15 430,000.00
ENCINITAS CA 92024 5 03/15/98 00
0410685986 05 05/01/98 0
410685986 O 04/01/28
0
1729840 K31/G02 F 63,900.00 ZZ
360 63,859.25 2
485-489 HIGHWAY 138 8.250 480.06 90
8.000 480.06 71,000.00
JONESBORO GA 30236 1 05/05/98 01
0430807487 05 06/01/98 25
270918 N 05/01/28
0
1729844 E22/G02 F 259,000.00 T
360 258,826.22 1
1
2230 SOUTH KIHEI ROAD UNIT 8 8.000 1,900.45 64
7.750 1,900.45 410,000.00
KIHEI HI 96753 5 03/31/98 00
0410758106 01 06/01/98 0
410758106 O 05/01/28
0
1729869 E22/G02 F 130,400.00 ZZ
360 130,228.82 1
3132 LANDESS AVENUE 8.125 968.22 80
UNIT # D 7.875 968.22 163,000.00
SAN JOSE CA 95035 2 03/25/98 00
0410746473 09 05/01/98 0
410746473 N 04/01/28
0
1729906 F34/G02 F 36,900.00 ZZ
360 36,877.64 1
9023-A SANDLEWOOD DRIVE 8.500 283.73 90
8.250 283.73 41,000.00
MANASSAS VA 22110 1 04/17/98 10
0430776609 05 06/01/98 25
108169 N 05/01/28
0
1729925 B49/G02 F 430,500.00 ZZ
360 430,500.00 1
1240 CEDAR RIDGE LANE 7.250 2,936.77 63
7.000 2,936.77 685,000.00
COLORADO SPRING CO 80919 2 05/11/98 00
0430816553 05 07/01/98 0
275578 O 06/01/28
0
1729926 B49/G02 F 156,600.00 ZZ
360 156,500.14 1
4342 N. CHESTNUT ST. 8.250 1,176.49 77
8.000 1,176.49 204,000.00
COLORADO SPRING CO 80907 2 04/27/98 00
0430787226 05 06/01/98 0
11217444 N 05/01/28
0
1729969 480/G02 F 39,600.00 ZZ
360 39,577.79 1
4719 MURRAY HILL DR 8.875 315.08 90
8.625 315.08 44,000.00
TAMPA FL 33615 1 04/09/98 12
0430754044 05 06/01/98 25
1
2210185 N 05/01/28
0
1730017 J83/G02 F 27,900.00 ZZ
360 27,880.79 1
421 REDDING ROAD #106 7.875 202.30 70
7.625 202.30 39,900.00
LEXINGTON KY 40503 1 04/16/98 00
0430749465 01 06/01/98 0
256618 O 05/01/28
0
1730021 E57/G02 F 124,100.00 ZZ
360 124,100.00 1
528 EAST 35TH STREET 8.375 943.25 85
8.125 943.25 146,000.00
LOS ANGELES CA 90011 5 05/07/98 12
0430817403 05 07/01/98 25
147352005245 O 06/01/28
0
1730045 E22/G02 F 68,000.00 T
360 67,875.54 1
225 RIVIERA CIRCLE 8.500 522.86 80
8.250 522.86 85,000.00
FT LAUDERDALE FL 33328 1 02/24/98 00
0410726384 09 04/01/98 0
410726384 O 03/01/28
0
1730047 E58/E58 F 144,000.00 ZZ
360 143,895.77 1
12506 KING LAKE DRIVE 7.625 1,019.23 75
7.375 1,019.23 192,000.00
RESTON VA 20191 1 04/29/98 00
0009366451 03 06/01/98 0
0009366451 O 05/01/28
0
1730058 253/253 F 301,000.00 ZZ
360 300,782.14 1
11049 BRIDLEWOOD TRAIL 7.625 2,130.46 75
7.375 2,130.46 405,000.00
ZIONSVILLE IN 46077 2 04/08/98 00
912323 05 06/01/98 0
912323 O 05/01/28
0
1
1730155 757/G02 F 300,000.00 ZZ
360 299,793.54 1
16 CLUB DRIVE 7.875 2,175.21 34
7.625 2,175.21 900,000.00
SAPPHIRE NC 28774 5 04/14/98 00
0430753475 03 06/01/98 0
3220829 O 05/01/28
0
1730184 757/G02 F 121,050.00 ZZ
360 120,834.04 3
165 PERRY AVENUE 8.625 941.52 90
8.375 941.52 134,500.00
WORCESTER MA 01604 1 02/27/98 14
0430749382 05 04/01/98 25
3369139 N 03/01/28
0
1730246 E22/G02 F 327,900.00 ZZ
360 327,674.34 1
31800 PINE MOUNTAIN ROAD 7.875 2,377.50 64
7.625 2,377.50 520,000.00
CLOVERDALE CA 95425 5 04/02/98 00
0410760565 05 06/01/98 0
410760565 O 05/01/28
0
1730273 H13/G02 F 75,000.00 T
360 75,000.00 1
335 FERNWOOD 8.250 563.45 69
8.000 563.45 110,000.00
WILLIAMSTOWN KY 41097 5 05/14/98 00
0430828434 05 07/01/98 0
10152740 O 06/01/28
0
1730371 B28/G02 F 272,850.00 ZZ
360 272,680.41 1
6750 LAZY RIVER COURT NORTH 8.375 2,073.86 84
EAST 8.125 2,073.86 325,000.00
RIO RANCHO NM 87124 5 04/06/98 12
0430766576 05 06/01/98 12
05980156 O 05/01/28
0
1730375 B28/G02 F 263,500.00 ZZ
360 263,331.97 1
1881 LIONSRIDGE LOOP 8.250 1,979.59 70
39 8.000 1,979.59 380,000.00
1
VAIL CO 81657 5 04/08/98 00
0430754804 09 06/01/98 0
01980583 O 05/01/28
0
1730407 816/G02 F 234,600.00 ZZ
360 234,454.18 1
1015 EMPIRE AVENUE 8.375 1,783.13 63
8.125 1,783.13 372,500.00
PARK CITY UT 84060 2 04/09/98 00
0430777219 05 06/01/98 0
UNKNOWN O 05/01/28
0
1730409 129/G02 F 118,350.00 ZZ
360 118,206.09 4
2055 NORTH WINTERHAVEN 8.500 910.01 90
8.250 910.01 131,500.00
MESA AZ 85213 1 03/20/98 04
0430849430 05 05/01/98 25
3500122696 N 04/01/28
0
1730447 737/G02 F 280,000.00 ZZ
360 279,807.31 1
32625 COUNTY ROAD 33 7.875 2,030.19 78
7.625 2,030.19 360,000.00
ELIZABETH CO 80107 5 04/07/98 00
0430778639 05 06/01/98 0
585067 O 05/01/28
0
1730450 721/G02 F 31,410.00 ZZ
360 31,371.80 1
522 SOUTH HUTTIG AVENUE 8.500 241.52 90
8.250 241.52 34,900.00
INDEPENDENCE MO 64053 1 03/31/98 01
0430767756 05 05/01/98 25
7810051369 N 04/01/28
0
1730451 721/G02 F 32,600.00 ZZ
360 32,560.36 2
1302 SCOTT 8.500 250.67 90
8.250 250.67 36,250.00
INDEPENDENCE MO 64054 1 03/31/98 01
0430767749 05 05/01/98 25
7810051226 N 04/01/28
0
1
1730467 292/G02 F 31,700.00 ZZ
360 31,681.77 1
761 MOON STREET 8.750 249.38 90
8.500 249.38 35,250.00
MEMPHIS TN 38111 1 04/30/98 19
0430799437 05 06/01/98 25
981298 N 05/01/28
0
1730568 E22/G02 F 30,600.00 ZZ
360 30,583.29 1
760 PENSACOLA 9.000 246.21 90
8.750 246.21 34,000.00
PONTIAC MI 48340 1 04/09/98 04
0410808299 05 06/01/98 25
410808299 N 05/01/28
0
1730575 F22/G02 F 300,000.00 ZZ
360 299,295.73 1
530 FARNUM ROAD 9.000 2,413.87 77
8.750 2,413.87 390,000.00
MEDIA PA 19063 5 04/01/98 00
0430771451 05 06/01/98 0
73060713 O 05/01/28
0
1730577 E22/G02 F 31,200.00 T
360 31,182.05 1
9631 S.W. 77TH AVENUE UNIT #30 8.750 245.45 80
8.500 245.45 39,000.00
MIAMI FL 33156 1 04/09/98 00
0410806830 01 06/01/98 0
410806830 O 05/01/28
0
1730632 E22/G02 F 260,000.00 ZZ
360 259,838.39 1
141 VIKI COURT 8.375 1,976.19 80
8.125 1,976.19 325,000.00
SCOTTS VALLEY CA 95066 5 04/01/98 00
0410781710 03 06/01/98 0
410781710 O 05/01/28
0
1730643 E22/G02 F 392,000.00 ZZ
360 391,736.97 1
1
1341 VANCOUVER AVENUE 8.000 2,876.36 80
7.750 2,876.36 490,000.00
BURLINGAME CA 94010 5 04/01/98 00
0410795694 05 06/01/98 0
410795694 O 05/01/28
0
1730649 E45/E45 F 43,900.00 ZZ
360 43,815.43 1
947 PLOWSHARE ROAD 8.250 329.81 90
8.000 329.81 48,800.00
CARROLLTON GA 30117 1 02/23/98 14
36971 05 04/01/98 25
36971 N 03/01/28
0
1730680 E22/G02 F 131,400.00 ZZ
360 131,316.22 1
22090 FLOWER DR 8.250 987.16 90
8.000 987.16 146,000.00
BOCA RATON FL 33428 1 04/15/98 04
0410780605 03 06/01/98 25
410780605 N 05/01/28
0
1730683 E22/G02 F 30,000.00 ZZ
360 29,980.37 1
1803 GREEN HOLLOW DRIVE 8.125 222.75 38
UNIT # 1803 7.875 222.75 80,000.00
WOODBRIDGE TOWN NJ 08830 1 04/17/98 00
0410740732 01 06/01/98 0
410740732 O 05/01/28
0
1730748 229/G02 F 97,200.00 ZZ
360 97,144.07 1
629 NORTH KRISTIN LANE 8.750 764.68 90
8.500 764.68 108,000.00
CHANDLER AZ 85226 1 04/28/98 10
0430828665 05 06/01/98 25
7947633 N 05/01/28
0
1730961 575/G02 F 431,800.00 ZZ
360 431,247.42 1
2840 ROLLING FORK WAY 8.250 3,243.97 85
8.000 3,243.97 508,000.00
GLENWOOD MD 21738 5 03/26/98 12
0430772889 05 05/01/98 20
1
0006809180 O 04/01/28
0
1730962 L74/G02 F 449,600.00 ZZ
360 449,600.00 1
49 NORTH NEWPORT DRIVE 7.500 3,143.67 80
7.250 3,143.67 562,000.00
NAPA CA 94559 2 05/05/98 00
0430820241 05 07/01/98 0
9711088 O 06/01/28
0
1731375 637/G02 F 41,400.00 ZZ
360 41,349.66 1
303 W. BOUGAINVILLEA RD 8.500 318.33 90
8.250 318.33 46,000.00
LEHIGH ACRES FL 33936 3 03/27/98 11
0430748616 05 05/01/98 25
8939514 N 04/01/28
0
1731465 E22/G02 F 58,500.00 ZZ
360 58,468.86 2
605-607 FAIRWOOD AVE. 9.125 475.98 80
8.875 475.98 74,000.00
COLUMBUS OH 43205 2 04/07/98 00
0410784391 05 06/01/98 0
410784391 N 05/01/28
0
1731471 E22/G02 F 30,000.00 ZZ
360 29,981.83 1
140 W. WOOD STREET 8.500 230.67 59
UNIT # 424 8.250 230.67 51,450.00
PALATINE IL 60067 1 04/07/98 00
0410805030 01 06/01/98 0
410805030 N 05/01/28
0
1731485 480/G02 F 41,400.00 ZZ
360 41,352.20 1
1016 E ELM 8.750 325.69 90
8.500 325.69 46,000.00
STILLWATER OK 74074 1 04/06/98 04
0430767715 05 05/01/98 25
2180222 N 04/01/28
0
1
1731529 J40/G02 F 81,200.00 ZZ
360 81,150.81 2
1754/1756 STURGEON ROAD 8.500 624.36 90
8.250 624.36 90,300.00
BUFORD GA 30518 1 04/15/98 01
0430762328 07 06/01/98 25
11359 N 05/01/28
0
1731557 225/225 F 44,100.00 ZZ
360 44,014.67 1
1052 WEST SECOND STREET 8.500 339.10 85
8.250 339.10 52,000.00
XENIA OH 45385 1 03/17/98 04
7001187 05 05/01/98 25
7001187 O 04/01/28
0
1731600 B75/G02 F 450,000.00 ZZ
360 449,674.31 1
2891 KALAWAO STREET 7.625 3,185.07 79
7.375 3,185.07 575,000.00
HONOLULU HI 96822 5 04/06/98 00
0430810838 01 06/01/98 0
7631740 O 05/01/28
0
1731602 A37/G02 F 33,250.00 ZZ
360 33,230.87 1
4250 NORTH MARINE DRIVE 8.750 261.58 70
#2505 8.500 261.58 47,500.00
CHICAGO IL 60613 1 04/24/98 00
0430763326 06 06/01/98 0
98W73675 N 05/01/28
0
1731622 129/G02 F 58,850.00 ZZ
360 58,816.14 1
1910 FLAMINGO DRIVE 8.750 462.97 90
8.500 462.97 65,400.00
FLORISSANT MO 63031 1 04/30/98 04
0430787507 05 06/01/98 25
3500149426 N 05/01/28
0
1731624 573/G02 F 74,900.00 ZZ
360 74,852.24 1
831 UNIVERSITY RIDGE DRIVE 8.250 562.70 39
8.000 562.70 196,000.00
1
RENO NV 89512 5 04/07/98 00
0430828319 05 06/01/98 0
127842 O 05/01/28
0
1731641 561/561 F 262,500.00 ZZ
360 261,962.69 1
6223 MORI STREET 8.250 1,972.08 75
8.000 1,972.08 350,000.00
MCLEAN VA 22101 2 03/31/98 00
0009332836 05 05/01/98 0
0009332836 N 04/01/28
0
1731877 E22/G02 F 50,000.00 ZZ
360 49,960.99 1
5463 PARKSHIRE DRIVE 7.250 341.09 56
7.000 341.09 90,700.00
COLUMBUS OH 43229 1 04/17/98 00
0410822084 01 06/01/98 0
410822084 O 05/01/28
0
1731934 731/G02 F 280,000.00 ZZ
360 279,802.38 1
23681 POSEY LANE 7.750 2,005.95 80
WEST HILLS AREA 7.500 2,005.95 350,000.00
CITY OFLOS ANGE CA 91304 2 04/08/98 00
0430778779 05 06/01/98 0
411216316 O 05/01/28
0
1731972 H49/G02 F 633,000.00 ZZ
360 633,000.00 1
312 WEST HOPKINS 8.500 4,867.22 75
8.250 4,867.22 844,000.00
ASPEN CO 81611 5 05/22/98 00
0430830349 01 07/01/98 0
0012348349 O 06/01/28
0
1731998 862/G02 F 238,500.00 ZZ
360 238,335.86 1
3182 FAIR OAKS AVE 7.875 1,729.30 90
7.625 1,729.30 265,000.00
ALTADENA CA 91001 2 04/14/98 01
0430765958 05 06/01/98 25
4700142 O 05/01/28
0
1
1732018 005/G02 F 47,920.00 T
360 47,920.00 1
2803 THAXTON DR #14 8.625 372.72 80
8.375 372.72 59,900.00
PALM HARBOR FL 34684 1 05/08/98 00
0430785238 09 07/01/98 0
145793 O 06/01/28
0
1732052 E22/G02 F 29,500.00 ZZ
360 29,483.02 1
5608 COUGAR DRIVE UNIT #308 8.750 232.08 75
8.500 232.08 39,350.00
AUSTIN TX 78745 1 04/20/98 00
0410816953 01 06/01/98 0
410816953 N 05/01/28
0
1732055 E22/G02 F 26,350.00 ZZ
360 26,335.98 1
2304 1ST AVENUE SE 9.125 214.39 90
8.875 214.39 29,300.00
VERO BEACH FL 32962 1 04/20/98 04
0410815062 05 06/01/98 25
410815062 N 05/01/28
0
1732056 E22/G02 F 40,000.00 ZZ
360 39,973.16 1
1356 MYERLEE COUNTRY CLUB 8.000 293.51 66
BOULEVARD UNIT #2 7.750 293.51 61,500.00
FORT MYERS FL 33919 1 04/20/98 00
0410820450 01 06/01/98 0
410820450 O 05/01/28
0
1732080 E22/G02 F 22,500.00 ZZ
360 22,488.34 1
302 BARTLETT 9.250 185.10 90
9.000 185.10 25,000.00
SAGINAW MO 64804 1 04/07/98 10
0410795819 05 06/01/98 25
410795819 N 05/01/28
0
1732102 A19/G02 F 120,000.00 ZZ
360 120,000.00 2
1
8 PEBBLE AVENUE 8.500 922.70 58
8.250 922.70 210,000.00
REVERE MA 02151 2 05/22/98 00
0430813279 05 07/01/98 0
0278700 O 06/01/28
0
1732194 129/G02 F 74,100.00 ZZ
360 74,100.00 3
86 HOUGHTON STREET 8.500 569.76 90
8.250 569.76 82,400.00
WORCESTER MA 01604 1 05/13/98 14
0430829135 05 07/01/98 25
163179 N 06/01/28
0
1732221 800/G02 F 101,700.00 ZZ
360 101,700.00 3
74 WEST COTTAGE STREET 8.875 809.17 90
8.625 809.17 113,000.00
DORCHESTER MA 02125 1 05/21/98 01
0430815977 07 07/01/98 25
980596 N 06/01/28
0
1732225 B28/G02 F 31,500.00 ZZ
360 31,480.91 1
201 5TH STREET 8.500 242.21 90
8.250 242.21 35,000.00
FOWLER CO 81039 1 04/23/98 10
0430772103 05 06/01/98 25
5980177 N 05/01/28
0
1732314 H81/G02 F 63,200.00 ZZ
360 63,200.00 1
1001 WEST JOHN 8.750 497.20 80
8.500 497.20 79,000.00
CHAMPAIGN IL 61821 1 05/12/98 00
0430813311 05 07/01/98 0
WH4068 N 06/01/28
0
1732558 003/G02 F 54,900.00 ZZ
360 54,864.99 1
2529 RIDGECREST DRIVE 8.250 412.45 90
8.000 412.45 61,000.00
KENNESAW GA 30152 1 04/27/98 12
0430769489 05 06/01/98 25
1
0010077246 N 05/01/28
0
1732562 731/G02 F 562,000.00 ZZ
360 562,000.00 1
3414 FORTUNA RANCH ROAD 8.750 4,421.26 70
8.500 4,421.26 810,000.00
ENCINITAS CA 92024 2 05/07/98 00
0430799171 05 07/01/98 0
UNKNOWN O 06/01/28
0
1732607 E22/G02 F 23,500.00 ZZ
360 23,488.44 1
4026 BOOTH STREET 9.500 197.60 90
9.250 197.60 26,150.00
KANSAS CITY KS 66103 1 04/16/98 04
0410825046 05 06/01/98 25
410825046 N 05/01/28
0
1732608 E22/G02 F 43,000.00 ZZ
360 42,970.41 1
14161 EAST JEWELL AVENUE 7.875 311.78 64
UNIT #101 7.625 311.78 68,000.00
AURORA CO 80012 2 04/11/98 00
0410817761 08 06/01/98 0
410817761 N 05/01/28
0
1732626 664/G02 F 260,000.00 ZZ
360 259,854.24 1
128 HILLCREST ROAD 8.875 2,068.68 48
8.625 2,068.68 542,000.00
SAN CARLOS CA 94070 5 04/07/98 00
0430820811 05 06/01/98 0
2423069 O 05/01/28
0
1732629 E22/G02 F 58,800.00 ZZ
360 58,764.38 1
4343 N CLARENDON UNIT #2205 8.500 452.12 80
8.250 452.12 73,500.00
CHICAGO IL 60613 2 04/11/98 00
0410810055 06 06/01/98 0
410810055 O 05/01/28
0
1
1732642 003/G02 F 55,900.00 ZZ
360 55,861.52 1
545 PICKETTS BEND CIR 7.875 405.32 80
7.625 405.32 69,900.00
MARIETTA GA 30008 1 04/23/98 00
0430825240 07 06/01/98 0
0010469120 O 05/01/28
0
1732705 369/G02 F 43,200.00 ZZ
360 43,175.78 1
950 COLORADO AVENUE 8.875 343.72 80
8.625 343.72 54,000.00
STUART FL 34994 1 04/09/98 00
0430764464 05 06/01/98 0
61749305 O 05/01/28
0
1732739 800/G02 F 225,000.00 ZZ
360 225,000.00 4
684-686 MOODY STREET 8.750 1,770.08 90
8.500 1,770.08 250,000.00
WALTHAM MA 02154 1 05/20/98 01
0430807479 05 07/01/98 25
980560 N 06/01/28
0
1732771 F18/G02 F 136,000.00 ZZ
360 136,000.00 1
1995 WILKINS COURT 7.875 986.10 80
7.625 986.10 170,000.00
NAPA CA 94559 5 05/08/98 00
0430823484 05 07/01/98 0
1732771 O 06/01/28
0
1732793 L33/L33 F 37,900.00 ZZ
360 37,900.00 1
410 W 7TH ST 7.875 274.80 95
#326 7.625 274.80 39,900.00
TULSA OK 74119 1 05/12/98 04
42923 06 07/01/98 30
42923 O 06/01/28
0
1733049 E67/G02 F 57,500.00 ZZ
360 57,458.38 1
56856 ENTERPRISE DRIVE 7.625 406.98 80
7.375 406.98 71,900.00
1
SUNRIVER OR 97707 1 04/10/98 00
0430818344 01 06/01/98 0
150014903 O 05/01/28
0
1733113 H37/G02 F 189,000.00 ZZ
360 189,000.00 1
816 HERMAN ROAD 7.250 1,289.31 76
7.000 1,289.31 250,000.00
HORSHAM PA 19044 2 05/08/98 00
0430799304 05 07/01/98 0
20927 O 06/01/28
0
1733167 E22/G02 F 280,000.00 ZZ
360 279,802.38 1
4412 NORTH CLYBOURN AVENUE 7.750 2,005.95 80
7.500 2,005.95 350,000.00
BURBANK CA 91505 5 04/13/98 00
0410812150 05 06/01/98 0
410812150 O 05/01/28
0
1733177 E22/G02 F 44,450.00 T
360 44,423.07 1
750 PENNSYLVANIA AVENUE, 8.500 341.78 70
UNIT # 3 8.250 341.78 63,500.00
MIAMI BEACH FL 33139 1 04/21/98 00
0410808976 01 06/01/98 0
410808976 O 05/01/28
0
1733184 E22/G02 F 32,400.00 ZZ
360 32,382.30 1
2905 LOCKETT AVE. 9.000 260.70 90
8.750 260.70 36,000.00
HOUSTON TX 77021 1 04/21/98 10
0410815955 05 06/01/98 25
410815955 N 05/01/28
0
1733408 F25/G02 F 198,000.00 ZZ
360 198,000.00 1
190 HUDSON TERRACE 7.875 1,435.64 80
7.625 1,435.64 250,000.00
YONKERS NY 10701 1 05/22/98 00
0430822924 05 07/01/98 0
00000 O 06/01/28
0
1
1733420 E57/G02 F 151,900.00 ZZ
360 151,900.00 1
146 N SATICOY AVE 8.000 1,114.59 80
7.750 1,114.59 190,000.00
VENTURA CA 93004 5 05/12/98 00
0430818963 05 07/01/98 0
147892005510 O 06/01/28
0
1733423 H04/G02 F 125,000.00 ZZ
360 125,000.00 1
3537 IVALYNN 7.375 863.34 67
7.125 863.34 188,000.00
SAN JOSE CA 95132 1 05/14/98 00
0430828681 01 07/01/98 0
315512 O 06/01/28
0
1733532 737/G02 F 33,300.00 ZZ
360 33,280.84 1
3119 WEST COCHISE DRIVE 8.750 261.97 90
#250 8.500 261.97 37,000.00
PHOENIX AZ 85051 1 04/21/98 10
0430801696 01 06/01/98 25
515209 N 05/01/28
0
1733634 637/G02 F 188,000.00 ZZ
360 187,740.39 1
63 MAPLE AVENUE 7.875 1,363.13 74
7.625 1,363.13 255,000.00
OLD SAYBROOK CT 06475 2 03/30/98 00
0430813618 05 05/01/98 0
8872558 O 04/01/28
0
1733725 637/G02 F 300,000.00 ZZ
360 299,553.31 1
2746 73RD AVENUE SE 7.500 2,097.65 74
7.250 2,097.65 410,000.00
MERCER ISLAND WA 98040 5 03/14/98 00
0430777573 05 05/01/98 0
8988545 O 04/01/28
0
1733775 637/G02 F 58,500.00 ZZ
360 58,434.15 1
1
5139 EAST SUNBURST DRIVE 8.875 465.46 90
8.625 465.46 65,000.00
PALMDALE (AREA) CA 93552 3 03/27/98 10
0430794586 05 05/01/98 25
0010650117 N 04/01/28
0
1733792 L28/G02 F 119,700.00 ZZ
360 119,700.00 3
1321 - 1325 VERBENA STREET 8.875 952.39 90
8.625 952.39 133,000.00
DENVER CO 80205 1 05/11/98 10
0430807214 05 07/01/98 25
275269 N 06/01/28
0
1733801 664/G02 F 31,500.00 ZZ
360 31,481.87 1
707 MAIN STREET 8.750 247.82 90
8.500 247.82 35,000.00
CELINA TX 75009 1 04/15/98 14
0430770446 05 06/01/98 25
2466779 O 05/01/28
0
1733805 B81/G02 F 315,000.00 T
360 314,777.67 1
2300 CARNAHAN 7.750 2,256.70 70
7.500 2,256.70 450,000.00
ARCH CAPE OR 97121 5 04/22/98 00
0430781971 05 06/01/98 0
981412 O 05/01/28
0
1733858 A80/G02 F 95,250.00 ZZ
360 95,250.00 1
5545 NW 54TH CIRCLE 7.875 690.63 75
7.625 690.63 127,000.00
COCONUT CREEK FL 33073 1 05/13/98 00
0430823351 03 07/01/98 0
A80 O 06/01/28
0
1733867 822/G02 F 23,400.00 ZZ
360 23,384.70 1
3036 MEMPHIS STREET 8.125 173.74 90
7.875 173.74 26,000.00
PHILADELPHIA PA 19134 1 04/24/98 11
0430762088 05 06/01/98 25
1
3636000582 N 05/01/28
0
1734033 561/561 F 150,000.00 ZZ
360 149,826.75 4
2424 E EDGAR ROAD 8.750 1,180.06 89
8.500 1,180.06 170,000.00
LINDEN NJ 07036 1 03/26/98 01
0009163445 05 05/01/98 25
0009163445 N 04/01/28
0
1734051 B23/G02 F 316,000.00 ZZ
360 316,000.00 1
10141 JON DAY DRIVE 8.125 2,346.29 80
7.875 2,346.29 395,000.00
HUNTINGTON BEAC CA 92646 2 05/06/98 00
0430786863 05 07/01/98 0
88002525 O 06/01/28
0
1734143 B49/G02 F 113,400.00 ZZ
360 113,400.00 2
4018 & 4020 E. SAN MIGUEL ST 8.375 861.93 90
8.125 861.93 126,000.00
COLORADO SPRING CO 80915 1 05/15/98 10
0430818476 05 07/01/98 30
267940 N 06/01/28
0
1734185 480/G02 F 25,200.00 ZZ
240 25,161.66 1
1561 SANFORD AVENUE 8.875 224.71 90
8.625 224.71 28,000.00
ST LOUIS MO 63139 1 04/15/98 10
0430782136 05 06/01/98 25
2379279 N 05/01/18
0
1734263 486/G02 F 85,000.00 T
360 85,000.00 1
5215 STRATFORD COURT 8.250 638.58 68
8.000 638.58 125,000.00
CAPE CORAL FL 33904 1 05/22/98 00
0430814079 05 07/01/98 0
BS00164 O 06/01/28
0
1
1734273 225/225 F 19,800.00 ZZ
360 19,787.69 1
1004 SAINT JOHN AVENUE 8.375 150.50 90
8.125 150.50 22,000.00
TOLEDO OH 43608 1 04/10/98 04
7014605 05 06/01/98 25
7014605 N 05/01/28
0
1734280 455/G02 F 66,000.00 ZZ
360 65,960.01 1
5023 SOUTH ELLIPSE DRIVE 8.500 507.49 53
8.250 507.49 125,000.00
MARIETTA GA 30068 5 04/24/98 00
0430821496 01 06/01/98 0
59767 O 05/01/28
0
1734328 559/G02 F 397,500.00 ZZ
360 397,233.28 1
21 CORDONE DRIVE 8.000 2,916.72 75
7.750 2,916.72 530,000.00
SAN ANSELMO CA 94960 5 04/13/98 00
0430774232 05 06/01/98 0
5470679 O 05/01/28
0
1734347 E73/G02 F 34,300.00 ZZ
360 34,279.22 1
419 NORTH 6TH STREET 8.500 263.74 90
8.250 263.74 38,150.00
LEBONON PA 17046 1 04/24/98 10
0430813667 05 06/01/98 25
6000028698 N 05/01/28
0
1734381 E22/G02 F 122,000.00 ZZ
360 121,920.19 1
0-40 PLAZA ROAD 8.125 905.85 70
7.875 905.85 175,000.00
FAIRLAWN NJ 07410 2 04/23/98 00
0410718894 05 06/01/98 0
410718894 O 05/01/28
0
1734385 229/G02 F 144,000.00 T
360 144,000.00 1
1824 HARBOR LANE 8.000 1,056.63 90
7.750 1,056.63 160,000.00
1
NAPLES FL 34104 1 05/13/98 04
0430828475 05 07/01/98 25
7961691 O 06/01/28
0
1734404 E22/G02 F 32,250.00 ZZ
360 32,232.83 1
3820 BENJAMIN AVENUE 9.125 262.40 75
8.875 262.40 43,000.00
ROYAL OAK MI 48073 1 04/24/98 00
0410798474 01 06/01/98 0
410798474 N 05/01/28
0
1734509 E22/G02 F 281,250.00 ZZ
360 281,066.03 1
1121 LUDWIG AVENUE 8.125 2,088.27 75
7.875 2,088.27 375,000.00
SANTA ROSA CA 95407 5 04/15/98 00
0410784532 05 06/01/98 0
410784532 O 05/01/28
0
1734636 942/G02 F 165,000.00 ZZ
360 165,000.00 1
2 LAKEWOOD DRIVE 7.875 1,196.37 56
7.625 1,196.37 295,000.00
MOUNTAIN LAKES NJ 07046 5 05/20/98 00
0430822866 05 07/01/98 0
1783R8LK61 O 06/01/28
0
1734698 882/G02 F 58,500.00 ZZ
360 58,464.56 1
3473/93 SE HAWTHORNE STREET 8.500 449.81 90
8.250 449.81 65,000.00
STUART FL 34997 1 04/27/98 11
0430763953 05 06/01/98 25
980146 N 05/01/28
0
1734762 559/G02 F 423,750.00 T
360 423,472.81 1
640 OSAGE ROAD 8.125 3,146.33 75
7.875 3,146.33 565,000.00
PITTSBURG PA 15243 5 04/15/98 00
0430776740 05 06/01/98 0
5464482 O 05/01/28
0
1
1734768 L13/G02 F 144,166.00 ZZ
360 144,166.00 1
370 WEST 100 NORTH 8.000 1,057.84 90
7.750 1,057.84 160,185.00
OREM UT 84057 1 05/19/98 12
0430830802 09 07/01/98 25
1734768 N 06/01/28
0
1734888 907/G02 F 258,000.00 ZZ
360 257,817.91 2
230 11TH STREET 7.750 1,848.34 84
7.500 1,848.34 310,000.00
BROOKLYN NY 11215 5 04/25/98 10
0430775742 05 06/01/98 12
0000 O 05/01/28
0
1734992 A83/G02 F 224,950.00 ZZ
360 224,516.72 1
575 KANSAS STREET 8.250 1,689.97 60
8.000 1,689.97 375,000.00
SAN FRANCISCO CA 94107 2 02/13/98 00
0430807941 05 04/01/98 0
3003312 O 03/01/28
0
1735001 A83/G02 F 300,000.00 T
360 299,653.54 1
319 BEACH DRIVE 8.750 2,360.10 53
8.500 2,360.10 567,000.00
APTOS CA 95003 5 03/03/98 00
0430803783 05 05/01/98 0
3003680 O 04/01/28
0
1735005 A83/G02 F 370,000.00 ZZ
360 369,489.06 1
353 ADDISON AVENUE 7.875 2,682.76 57
7.625 2,682.76 650,000.00
PALO ALTO CA 94301 5 03/25/98 00
0430813014 05 05/01/98 0
3003869 O 04/01/28
0
1735013 A83/G02 F 190,000.00 ZZ
360 189,615.00 1
1
3754 JUSTINE DRIVE 8.000 1,394.15 68
7.750 1,394.15 280,000.00
SAN JOSE CA 95124 5 02/17/98 00
0430813022 05 04/01/98 0
3003320 O 03/01/28
0
1735016 A83/G02 F 180,000.00 ZZ
360 179,596.72 1
3202 VICTOR COURT 7.500 1,258.59 71
7.250 1,258.59 255,500.00
SAN JOSE CA 95132 1 02/13/98 00
0430803809 05 04/01/98 0
3003242 O 03/01/28
0
1735024 A83/G02 F 128,000.00 ZZ
360 127,814.11 1
1014 WEST SUNSET DRIVE 7.625 905.98 64
7.375 905.98 200,000.00
REDLANDS CA 92373 2 03/18/98 00
0430808527 05 05/01/98 0
3003825 O 04/01/28
0
1735026 A83/G02 F 252,000.00 ZZ
360 251,669.18 1
431 SEMPLE AVE 8.125 1,871.10 80
7.875 1,871.10 315,000.00
APTOS CA 95003 5 03/20/98 00
0430808501 05 05/01/98 0
3003718 O 04/01/28
0
1735030 A83/G02 F 104,000.00 ZZ
360 103,762.80 1
47164 ROAD 417 8.125 772.20 80
7.875 772.20 130,000.00
COARSEGOLD CA 93614 1 03/05/98 00
0430804914 05 05/01/98 0
3003647 O 04/01/28
0
1735032 A83/G02 F 100,000.00 ZZ
360 99,683.06 1
819 SOUTH 725 WEST 8.750 786.70 62
8.500 786.70 163,500.00
OREM UT 84058 5 03/23/98 00
0430807917 05 05/01/98 0
1
1010131 O 04/01/28
0
1735033 E22/G02 F 43,850.00 T
360 43,823.43 1
6002 LAKETREE LANE UNIT #0 8.500 337.17 75
8.250 337.17 58,500.00
TAMPA FL 33617 1 04/23/98 00
0410823207 01 06/01/98 0
410823207 O 05/01/28
0
1735035 A83/G02 F 193,500.00 ZZ
360 193,232.79 2
136 HUDSON LANDING ROAD 7.875 1,403.01 75
7.625 1,403.01 258,000.00
WATSONVILLE CA 95076 5 03/06/98 00
0430807933 05 05/01/98 0
3001998 O 04/01/28
0
1735039 A83/G02 F 103,600.00 ZZ
360 103,379.23 1
11120 LAKE BOULEVARD 7.750 742.20 80
7.500 742.20 129,500.00
FELTON CA 95018 1 02/18/98 00
0430808535 05 04/01/98 0
3003398 O 03/01/28
0
1735042 A83/G02 F 172,800.00 ZZ
360 172,440.89 1
727 DEVILS DROP COURT 7.875 1,252.92 80
7.625 1,252.92 216,000.00
RICHMOND CA 94803 1 02/12/98 00
0430808014 05 04/01/98 0
3003185 O 03/01/28
0
1735058 A83/G02 F 108,000.00 ZZ
360 107,927.53 1
1376 LAS JUNTAS WAY 8.000 792.47 80
#F 7.750 792.47 135,000.00
WALNUT CREEK CA 94596 1 04/01/98 00
0430804989 01 06/01/98 0
3004106 O 05/01/28
0
1
1735127 A83/G02 F 185,380.00 ZZ
360 184,872.90 1
1423 MARLIN PLACE 8.250 1,392.70 85
8.000 1,392.70 218,100.00
DISCOVERY BAY CA 94514 1 02/06/98 01
0430811612 05 04/01/98 25
3002707 N 03/01/28
0
1735173 A83/G02 F 175,000.00 ZZ
360 174,739.43 1
2603 MONTEREY AVENUE 7.500 1,223.63 50
7.250 1,223.63 350,000.00
SOQUEL CA 95073 1 03/04/98 00
0430805036 05 05/01/98 0
3003281 O 04/01/28
0
1735206 A83/G02 F 300,000.00 ZZ
360 299,174.57 1
3230 GREENTREE WAY 7.875 2,175.21 73
7.625 2,175.21 415,000.00
SAN JOSE CA 95117 5 02/18/98 00
0430807982 05 04/01/98 0
3002654 O 03/01/28
0
1735237 B65/G02 F 27,000.00 ZZ
360 27,000.00 1
2307 CALEDONIA 8.875 214.82 90
8.625 214.82 30,000.00
TOLEDO OH 43605 1 05/30/98 23
0430829200 05 07/01/98 0
0000 N 06/01/28
0
1735241 A83/G02 F 380,000.00 ZZ
360 379,304.49 1
210 GREENBRIER DRIVE 8.500 2,921.87 70
8.250 2,921.87 550,000.00
APTOS CA 95003 5 02/13/98 00
0430813121 05 04/01/98 0
3002953 O 03/01/28
0
1735267 A83/G02 F 310,000.00 ZZ
360 308,296.62 1
223 GREGG DRIVE 8.000 2,274.67 80
7.750 2,274.67 390,000.00
1
LOS GATOS CA 95032 5 09/15/97 00
0430804948 05 11/01/97 0
3000604 O 10/01/27
0
1735302 461/G02 F 463,000.00 ZZ
360 462,681.36 1
12235 TWEED LANE 7.875 3,357.08 59
7.625 3,357.08 790,000.00
LOS ANGELES CA 90049 2 04/06/98 00
0430779520 05 06/01/98 0
9022034789 N 05/01/28
0
1735349 B35/G02 F 86,400.00 ZZ
360 86,348.98 1
3204 VARNUM STREET 8.625 672.02 90
8.375 672.02 96,000.00
MOUNT RAINER MD 20712 1 04/29/98 01
0430814962 05 06/01/98 25
98001136 N 05/01/28
0
1735355 965/G02 F 74,700.00 ZZ
360 74,700.00 1
4602-4604 EAST EASTLAND 7.875 541.63 90
7.625 541.63 83,000.00
TUCSON AZ 85711 1 05/11/98 10
0430815993 05 07/01/98 30
190432 N 06/01/28
0
1735485 B75/G02 F 438,000.00 ZZ
360 437,698.58 1
1403 SAN MIGUEL AVENUE 7.875 3,175.80 67
7.625 3,175.80 660,000.00
SANTA BARBARA CA 93109 5 04/16/98 00
0430785386 05 06/01/98 0
7640030 N 05/01/28
0
1735508 E29/G02 F 80,550.00 ZZ
360 80,503.65 3
299 COLLEGE AVENUE 8.750 633.69 90
8.500 633.69 89,500.00
GROVEPORT OH 43125 1 04/21/98 04
0430827816 05 06/01/98 25
UNKNOWN N 05/01/28
0
1
1735523 E22/G02 F 312,000.00 ZZ
360 311,785.28 1
11436 WOODMAR LANE N.E. 7.875 2,262.22 80
7.625 2,262.22 390,000.00
ALBUQUERQUE NM 87111 5 04/21/98 00
0410796478 03 06/01/98 0
410796478 O 05/01/28
0
1735525 700/G02 F 41,200.00 ZZ
360 41,170.17 1
1900 BAY AREA BLVD 7.625 291.62 80
#114B 7.375 291.62 51,500.00
HOUSTON TX 77058 1 04/29/98 00
0430789263 01 06/01/98 0
126107 O 05/01/28
0
1735527 E82/G02 F 14,400.00 ZZ
360 14,390.58 1
209 MARTHA STREET 8.125 106.92 90
7.875 106.92 16,000.00
PUNXSUTAWNEY PA 15767 1 04/28/98 04
0400110276 05 06/01/98 25
0400110276 N 05/01/28
0
1735547 E22/G02 F 268,000.00 ZZ
360 267,837.64 1
5741 JAMIESON AVENUE, 8.500 2,060.69 80
(ENCINO AREA) 8.250 2,060.69 335,000.00
LOS ANGELES CA 91316 5 04/20/98 00
0410799340 05 06/01/98 0
410799340 O 05/01/28
0
1735577 A53/G02 F 54,900.00 ZZ
360 54,833.24 1
9832 S MAPLEWOED 8.500 422.14 90
8.250 422.14 61,000.00
EVERGREEN PARK IL 60805 1 03/19/98 11
0430827170 05 05/01/98 30
290031585 N 04/01/28
0
1735645 003/G02 F 71,100.00 ZZ
360 71,055.80 1
1
5490 BRICKLEBERRY WAY 8.375 540.42 90
8.125 540.42 79,545.00
DOUGLASVILLE GA 30134 1 04/30/98 12
0430823963 05 06/01/98 25
0010082238 N 05/01/28
0
1735659 196/G02 F 103,950.00 ZZ
360 103,826.82 4
1623 CEDER LAKE DRIVE 8.625 808.51 90
8.375 808.51 115,500.00
BATON ROUGE LA 70808 1 03/30/98 14
0430830786 05 05/01/98 25
UNKNOWN N 04/01/28
0
1735670 196/G02 F 72,000.00 ZZ
360 71,954.09 1
1415 "O" ST 8.250 540.91 90
8.000 540.91 80,000.00
OMAHA NE 68107 1 04/10/98 14
0430820688 05 06/01/98 25
1149561 N 05/01/28
0
1735815 E22/G02 F 47,600.00 ZZ
360 47,573.31 1
2982 S 500 WEST 8.875 378.73 90
8.625 378.73 52,900.00
HUNTINGTON IN 46750 1 04/29/98 10
0410797963 05 06/01/98 25
410797963 N 05/01/28
0
1735824 E22/G02 F 34,000.00 ZZ
360 33,961.74 1
2629 N. BAZIL AVENUE 8.875 270.52 69
8.625 270.52 49,920.00
INDIANAPOLIS IN 46219 1 03/11/98 00
0410710099 05 05/01/98 0
410710099 N 04/01/28
0
1735844 E22/G02 F 65,000.00 ZZ
360 64,967.17 2
846-848 SEYMOUR 9.375 540.64 84
9.125 540.64 78,000.00
COLUMBUS OH 43205 2 04/24/98 04
0410826549 05 06/01/98 20
1
410826549 N 05/01/28
0
1735845 E22/G02 F 40,500.00 ZZ
360 40,477.29 1
5036 GOSHEN ROAD 8.875 322.24 90
8.625 322.24 45,000.00
HUNTINGTON IN 46750 1 04/27/98 04
0410797930 05 06/01/98 25
410797930 N 05/01/28
0
1735882 828/G02 F 99,000.00 ZZ
360 99,000.00 1
307 W 38TH ST 8.500 761.23 90
8.250 761.23 110,000.00
AUSTIN TX 78705 1 05/12/98 11
0430814160 05 07/01/98 30
80030157 N 06/01/28
0
1735963 963/G02 F 44,000.00 ZZ
360 44,000.00 1
10427 LAMIRAGE COURT 8.750 346.15 80
8.500 346.15 55,000.00
TAMPA FL 33615 1 05/12/98 00
0430804088 01 07/01/98 0
980402 O 06/01/28
0
1736053 940/G02 F 58,500.00 ZZ
360 58,460.74 1
25406 BIRCHTREE DRIVE 8.000 429.26 44
7.750 429.26 135,000.00
MURRIETA CA 92563 2 04/24/98 00
0430793505 05 06/01/98 0
45071 O 05/01/28
0
1736056 K72/G02 F 275,000.00 ZZ
360 274,810.74 1
4360 SWEETWATER LANE 7.875 1,993.95 80
7.625 1,993.95 345,000.00
RESCUE CA 95672 2 04/20/98 00
0430819987 05 06/01/98 0
SAC353 O 05/01/28
0
1
1736087 G10/G02 F 57,900.00 ZZ
360 57,864.91 1
5201 RUNYON DRIVE 8.500 445.21 74
8.250 445.21 79,000.00
THE COLONY TX 75056 2 04/07/98 00
0430816413 05 06/01/98 0
XB8039080 N 05/01/28
0
1736096 E22/G02 F 40,650.00 ZZ
360 40,622.03 1
5335 BENT TREE FOREST DRIVE 7.875 294.74 75
UKNIT # 183 7.625 294.74 54,250.00
DALLAS TX 75248 1 04/27/98 00
0410809651 01 06/01/98 0
410809651 O 05/01/28
0
1736111 E22/G02 F 158,950.00 ZZ
360 158,846.02 1
10 BONA VISTA TERRACE 8.125 1,180.20 80
7.875 1,180.20 198,700.00
SHELTON CT 06484 1 04/21/98 00
0410755474 05 06/01/98 0
410755474 O 05/01/28
0
1736140 E22/G02 F 308,000.00 ZZ
360 307,808.56 1
3900 LAKELAND LANE 8.375 2,341.02 80
8.125 2,341.02 385,000.00
BLOOMFIELD HILL MI 48302 5 04/16/98 00
0410808273 05 06/01/98 0
410808273 O 05/01/28
0
1736201 A73/G02 F 280,000.00 ZZ
360 279,802.38 1
1111 HORIZON VIEW DRIVE 7.750 2,005.95 83
7.500 2,005.95 340,000.00
SARASOTA FL 34242 5 04/20/98 23
0430792473 03 06/01/98 30
980003063 O 05/01/28
0
1736241 K69/G02 F 66,200.00 ZZ
360 66,200.00 1
7354 LAKE STREET GW 8.500 509.02 85
8.250 509.02 77,900.00
1
RIVER FOREST IL 60305 5 04/28/98 11
0430816595 01 07/01/98 12
9824121992500 O 06/01/28
0
1736288 830/830 F 109,525.00 ZZ
360 109,449.63 1
1382 EAST SANDY HILLS DRIVE 7.875 794.13 65
7.625 794.13 168,500.00
SANDY UT 84093 5 04/29/98 00
537145 05 06/01/98 0
537145 O 05/01/28
0
1736333 E22/G02 F 58,500.00 ZZ
360 58,464.56 2
1935 TAYLOR AVENUE 8.500 449.81 90
8.250 449.81 65,000.00
RACINE WI 53405 1 04/29/98 04
410817100 05 06/01/98 25
410817100 N 05/01/28
0
1736356 455/G02 F 242,250.00 ZZ
360 242,250.00 1
1604 KINSMON LANE 7.875 1,756.49 85
7.625 1,756.49 285,000.00
MARIETTA GA 30062 2 04/30/98 11
0430780262 03 07/01/98 12
59867 O 06/01/28
0
1736387 E26/G02 F 126,000.00 ZZ
360 125,927.50 3
531 BALTIMORE ANNAPOLIS BLVD 8.750 991.25 70
8.500 991.25 180,000.00
SEVERNA PARK MD 21146 5 04/24/98 00
0430778241 05 06/01/98 0
41800644 N 05/01/28
0
1736392 E22/G02 F 318,750.00 ZZ
360 318,525.03 1
662 TRESTLE GLEN ROAD 7.750 2,283.56 77
7.500 2,283.56 414,000.00
OAKLAND CA 94610 5 04/22/98 00
0410771026 05 06/01/98 0
410771026 O 05/01/28
0
1
1736414 J96/G02 F 162,900.00 ZZ
360 162,900.00 4
2,4,6,8 CHRISTIE COURT 8.375 1,238.16 90
8.125 1,238.16 181,000.00
MARIETTA GA 30060 1 05/14/98 01
0430823047 05 07/01/98 25
PP850005 N 06/01/28
0
1736518 E22/G02 F 41,600.00 ZZ
360 41,576.06 1
14206 EVENTIDE DRIVE 8.750 327.27 80
8.500 327.27 52,000.00
CYPRESS TX 77429 1 04/29/98 00
0410841597 03 06/01/98 0
410841597 N 05/01/28
0
1736520 E22/G02 F 168,000.00 ZZ
360 167,887.28 1
3106 SUFFOLK DRIVE 8.000 1,232.72 80
7.750 1,232.72 210,000.00
HOUSTON TX 77027 1 04/30/98 00
0410821565 09 06/01/98 0
410821565 O 05/01/28
0
1736569 G44/G02 F 63,200.00 ZZ
360 63,200.00 1
20700 SW 114 AVENUE 8.500 485.95 80
8.250 485.95 79,000.00
MIAMI FL 33189 1 05/19/98 00
0430820977 05 07/01/98 0
0498042 O 06/01/28
0
1736577 664/G02 F 91,800.00 ZZ
360 91,742.94 1
1325 NE HOLMAN STREET 8.375 697.75 90
8.125 697.75 102,000.00
PORTLAND OR 97211 1 04/22/98 01
0430819581 05 06/01/98 25
2509339 N 05/01/28
0
1736595 A02/G02 F 63,200.00 ZZ
360 63,200.00 1
1
435 STANLEY AVENUE 8.500 485.95 80
8.250 485.95 79,000.00
CINCINNATI OH 45226 1 05/15/98 00
0430817734 05 07/01/98 0
UNKNOWN O 06/01/28
0
1736689 K08/G02 F 346,400.00 ZZ
360 346,173.41 1
2420 TENTH STREET 8.125 2,572.01 80
7.875 2,572.01 433,000.00
BOULDER CO 80304 5 04/24/98 00
0410821821 05 06/01/98 0
410821821 O 05/01/28
0
1736730 E22/G02 F 500,500.00 ZZ
360 500,155.56 1
285 HOSS RIDGE ROAD 7.875 3,628.97 78
7.625 3,628.97 646,000.00
MANHATTAN MT 59741 2 04/22/98 00
0410822167 05 06/01/98 0
410822167 O 05/01/28
0
1736745 E22/G02 F 82,950.00 ZZ
360 82,897.10 1
333 SKI WAY 8.250 623.18 70
UNIT # 253 8.000 623.18 118,500.00
INCLINE VILLAGE NV 89451 1 04/24/98 00
0410820435 01 06/01/98 0
410820435 O 05/01/28
0
1736746 E22/G02 F 427,000.00 ZZ
360 426,698.63 1
3496 PENNSYLVANIA GULCH ROAD 7.750 3,059.08 73
7.500 3,059.08 587,000.00
MURPHYS CA 95247 2 04/22/98 00
0410802714 05 06/01/98 0
410802714 O 05/01/28
0
1736766 A46/G02 F 44,100.00 ZZ
360 44,070.41 1
604 NW 19TH STREET 8.000 323.59 90
7.750 323.59 49,000.00
MOORE OK 73160 1 04/22/98 04
0430781351 05 06/01/98 25
1
0921311 N 05/01/28
0
1736779 369/G02 F 33,000.00 ZZ
360 32,981.01 1
1410 CASA PARK CIRCLE N 8.750 259.62 75
8.500 259.62 44,000.00
WINTER SPRINGS FL 32708 1 04/24/98 00
0430781534 03 06/01/98 0
61828646 N 05/01/28
0
1736792 369/G02 F 37,250.00 ZZ
360 37,227.42 1
2105 STEUP AVENUE 8.500 286.43 90
8.250 286.43 41,425.00
FORT WAYNE IN 46808 1 04/23/98 11
0430781542 05 06/01/98 25
61164745 N 05/01/28
0
1736836 700/G02 F 99,000.00 ZZ
360 98,926.53 1
209 BLACKFOOT LANE 7.500 692.22 80
7.250 692.22 123,750.00
VENTURA CA 93001 1 04/29/98 00
0430819318 01 06/01/98 0
131158 O 05/01/28
0
1737074 J96/G02 F 108,000.00 ZZ
360 108,000.00 3
2885/2887/2889 LAKEMONT DRIVE 8.500 830.43 90
8.250 830.43 120,000.00
MARIETTA GA 30060 1 05/12/98 01
0430833657 05 07/01/98 25
PP850004 N 06/01/28
0
1737143 201/G02 F 40,900.00 ZZ
360 40,874.58 1
170 TIMBER CREEK LANE 8.375 310.87 90
8.125 310.87 45,500.00
MARIETTA GA 30060 1 04/30/98 10
0430783621 07 06/01/98 25
601869 N 05/01/28
0
1
1737151 623/623 F 44,500.00 ZZ
360 44,379.77 4
2047 MAURY 9.125 362.07 90
8.875 362.07 49,500.00
ST LOUIS MO 63110 1 12/30/97 10
968399 05 02/01/98 25
968399 N 01/01/28
0
1737219 623/623 F 44,100.00 ZZ
360 44,073.27 1
9821 RHYTHM DRIVE 8.500 339.10 90
8.250 339.10 49,000.00
OVERLAND MO 63114 1 04/08/98 10
991477 05 06/01/98 25
991477 N 05/01/28
0
1737242 623/623 F 380,000.00 ZZ
360 379,487.94 4
427-429 33RD AVENUE 8.000 2,788.31 75
7.750 2,788.31 510,000.00
SAN FRANCISCO CA 94121 5 03/18/98 00
6216803 05 05/01/98 0
6216803 O 04/01/28
0
1737300 623/623 F 276,000.00 ZZ
360 275,473.38 1
2836 HARDINGS TRACE LANE 7.375 1,906.26 80
7.125 1,906.26 345,000.00
RICHMOND VA 23233 5 03/26/98 00
990231 05 05/01/98 0
990231 O 04/01/28
0
1737308 201/G02 F 40,900.00 ZZ
360 40,874.58 1
172 TIMBER CREEK LANE 8.375 310.87 90
8.125 310.87 45,500.00
MARIETTA GA 30060 1 04/30/98 11
0430783761 07 06/01/98 25
601908 N 05/01/28
0
1737359 E22/G02 F 435,000.00 ZZ
360 434,708.12 1
539 LOMBARD STREET 8.000 3,191.88 41
7.750 3,191.88 1,075,000.00
1
SAN FRANCISCO CA 94133 5 04/15/98 00
0410809040 05 06/01/98 0
410809040 O 05/01/28
0
1737366 E22/G02 F 264,000.00 ZZ
360 263,818.32 1
5505 VIA VALLARTA 7.875 1,914.18 80
7.625 1,914.18 330,000.00
YORBA LINDA CA 92887 2 04/24/98 00
0410824767 05 06/01/98 0
410824767 O 05/01/28
0
1737389 830/G02 F 93,600.00 ZZ
300 93,495.43 1
15614 91ST AVENUE NORTH 7.625 699.32 80
7.375 699.32 117,000.00
MAPLE GROVE MN 55369 5 04/22/98 00
0430826198 05 06/01/98 0
536506 O 05/01/23
0
1737391 E22/G02 F 288,000.00 ZZ
360 287,572.48 1
RT 2 BOX 146M/2120 RED ROAD 8.000 2,113.24 80
7.750 2,113.24 360,000.00
HOWE TX 75459 2 03/24/98 00
0410760821 05 05/01/98 0
410760821 O 04/01/28
0
1737402 F34/G02 F 58,700.00 ZZ
360 58,662.56 1
1780 WEST 60TH STREET #2 8.250 441.00 75
8.000 441.00 79,000.00
HIALEAH FL 33012 2 04/17/98 00
0430784116 01 06/01/98 0
9800277 N 05/01/28
0
1737424 H44/G02 F 50,000.00 ZZ
360 49,971.22 1
14140 E TEMPLE DRIVE #U2 8.750 393.36 74
8.500 393.36 68,000.00
AURORA CO 80015 2 04/30/98 00
0430780395 01 06/01/98 0
40000099 N 05/01/28
0
1
1737431 637/G02 F 280,000.00 ZZ
360 279,558.83 1
11559 UPPER RANCH DRIVE 8.500 2,152.96 80
8.250 2,152.96 350,000.00
PINE CO 80470 5 04/06/98 00
0430779199 05 05/01/98 0
8576811 O 04/01/28
0
1737437 129/G02 F 130,000.00 ZZ
360 130,000.00 1
5 OAK STREET 8.750 1,022.71 90
8.500 1,022.71 144,500.00
ANDOVER MA 01810 1 05/15/98 14
0430829846 05 07/01/98 25
164375 N 06/01/28
0
1737496 E22/G02 F 29,700.00 ZZ
360 29,683.78 1
1820 AMBERLY AVENUE 9.000 238.97 90
UNIT #T-10 8.750 238.97 33,000.00
ORLANDO FL 32822 1 04/30/98 04
410808778 01 06/01/98 25
410808778 N 05/01/28
0
1737501 E22/G02 F 72,000.00 ZZ
360 71,954.08 1
89 MEADOWOOD DRIVE #B1 8.250 540.92 53
8.000 540.92 137,000.00
CARBONDALE CO 81623 1 04/21/98 00
0410821813 01 06/01/98 0
410821813 O 05/01/28
0
1737506 E22/G02 F 48,750.00 ZZ
360 48,720.46 1
6910 HART LANE 8.500 374.85 75
UNIT #912 8.250 374.85 65,000.00
AUSTIN TX 78731 1 04/24/98 00
0410790927 01 06/01/98 0
410790927 N 05/01/28
0
1737548 A37/G02 F 139,500.00 ZZ
360 139,419.74 2
1
101-103 WEST EASY STREET 8.750 1,097.45 86
8.500 1,097.45 162,500.00
SAUKVILLE WI 53080 1 04/30/98 10
0430815654 05 06/01/98 25
98WW19102 N 05/01/28
0
1737566 950/G02 F 63,900.00 ZZ
360 63,809.31 1
7322 NORTHEAST 142ND PLACE 7.750 457.79 90
#4D 7.500 457.79 71,000.00
BOTHELL WA 98011 1 03/26/98 11
0430783167 01 05/01/98 30
022698184 O 04/01/28
0
1737705 F18/G02 F 448,000.00 ZZ
360 448,000.00 1
5638 COLBOURN PLACE 8.250 3,365.68 80
8.000 3,365.68 560,000.00
OAKLAND CA 94619 5 05/15/98 00
0430805523 05 07/01/98 0
1737705 O 06/01/28
0
1737708 F18/G02 F 131,200.00 ZZ
360 131,200.00 1
307 JIMMY COURT 7.875 951.30 80
7.625 951.30 164,000.00
LOS BANOS CA 93635 1 05/13/98 00
0430826172 05 07/01/98 0
1737708 O 06/01/28
0
1737746 K21/G02 F 256,000.00 ZZ
360 256,000.00 1
4244 BLUEBELL AVENUE 7.875 1,856.18 70
7.625 1,856.18 370,000.00
STUDIO CITY CA 91604 5 05/15/98 00
0430815316 05 07/01/98 0
989657 O 06/01/28
0
1737749 H86/G02 F 82,550.00 ZZ
360 82,502.51 1
4649 EAST 109TH PLACE 8.750 649.42 65
8.500 649.42 127,000.00
THORNTON CO 80233 5 04/24/98 00
0430829275 05 06/01/98 0
1
128631 O 05/01/28
0
1737750 L16/G02 F 112,400.00 ZZ
360 112,400.00 1
75 NORTH 100 WEST 8.875 894.30 90
8.625 894.30 124,900.00
FOUNTAIN GREEN UT 84632 1 05/18/98 04
0430818435 05 07/01/98 25
1737750 N 06/01/28
0
1737926 375/G02 F 58,500.00 ZZ
360 58,392.91 2
3315 FRAWLEY ROAD 8.500 449.82 90
8.250 449.82 65,000.00
CHATTANOOGA TN 37411 1 02/25/98 10
0430782573 07 04/01/98 25
782008 N 03/01/28
0
1737935 963/G02 F 81,000.00 ZZ
360 81,000.00 1
8435 NW 46 DRIVE 8.625 630.01 90
8.375 630.01 90,000.00
CORAL SPRINGS FL 33067 1 05/22/98 01
0430819573 05 07/01/98 25
980435 N 06/01/28
0
1738031 E45/G02 F 80,400.00 ZZ
360 80,347.40 1
3353 PINE LOG ROAD 8.125 596.97 80
7.875 596.97 100,500.00
RYDAL GA 30171 2 04/23/98 00
0430784124 05 06/01/98 0
38841 N 05/01/28
0
1738037 E26/G02 F 69,300.00 ZZ
360 69,252.30 1
740 CHESTNUT STREET 7.875 502.48 70
7.625 502.48 99,000.00
EMMAUS PA 18049 1 04/24/98 00
0430786426 05 06/01/98 0
60800233 O 05/01/28
0
1
1738075 E22/G02 F 91,000.00 T
360 90,941.98 1
2695 SOUTH KIHEI ROAD #5-113 8.250 683.65 65
8.000 683.65 140,000.00
KIHEI HI 96753 1 04/24/98 00
0410798508 01 06/01/98 0
410798508 O 05/01/28
0
1738095 963/G02 F 50,400.00 ZZ
360 50,400.00 1
845 86TH AVENUE NORTH 8.750 396.50 90
8.500 396.50 56,000.00
ST PETERSBURG FL 33702 1 05/21/98 11
0430818443 05 07/01/98 25
980429 N 06/01/28
0
1738141 E26/G02 F 66,500.00 ZZ
360 66,459.71 3
629 W EMAUS AVENUE 8.500 511.33 95
8.250 511.33 70,000.00
ALLENTOWN PA 18103 1 04/30/98 11
0430786491 05 06/01/98 30
60800414 O 05/01/28
0
1738164 B35/G02 F 80,000.00 ZZ
360 79,940.62 1
6518 SEAT PLEASANT DRIVE 7.500 559.38 85
7.250 559.38 95,000.00
SEAT PLEASANT MD 20743 2 04/20/98 01
0430790824 05 06/01/98 12
98000860 O 05/01/28
0
1738292 E22/G02 F 114,400.00 ZZ
360 114,315.10 1
7910 SW 20TH PLACE 7.500 799.90 80
7.250 799.90 143,000.00
GAINESVILLE FL 32607 1 04/28/98 00
0410837538 05 06/01/98 0
410837538 O 05/01/28
0
1738377 E22/G02 F 350,000.00 ZZ
360 349,787.97 1
24 MEADOW LANE 8.500 2,691.20 71
8.250 2,691.20 495,000.00
1
HOPEWELL TWP. NJ 08534 2 04/23/98 00
0410791453 05 06/01/98 0
410791453 O 05/01/28
0
1738399 E22/G02 F 27,900.00 ZZ
360 27,883.09 1
745 SHADYVIEW 8.500 214.53 90
8.250 214.53 31,000.00
CANYON LAKE TX 78113 1 04/30/98 01
0410830665 03 06/01/98 25
410830665 N 05/01/28
0
1738448 731/G02 F 110,500.00 ZZ
360 110,436.43 1
1529 LONGWOOD DRIVE 8.750 869.30 85
8.500 869.30 130,000.00
LAWRENCEVILLE GA 30243 2 04/30/98 01
0430849679 05 06/01/98 25
3140867164 N 05/01/28
0
1738462 E22/G02 F 280,000.00 ZZ
360 279,807.31 1
3016 BRUSH CREEK ROAD 7.875 2,030.19 80
7.625 2,030.19 350,000.00
OKLAHOMA CITY OK 73120 5 04/22/98 00
410833214 05 06/01/98 0
410833214 O 05/01/28
0
1738469 E22/G02 F 39,600.00 ZZ
360 39,578.93 3
1653-1655 OHIO AVE 9.125 322.20 90
8.875 322.20 44,000.00
YOUNGSTOWN OH 44504 1 04/29/98 11
410812820 05 06/01/98 25
410812820 N 05/01/28
0
1738496 E22/G02 F 104,000.00 ZZ
360 103,922.82 1
104 END GATE LANE 7.500 727.18 80
7.250 727.18 130,000.00
SAN ANTONIO TX 78231 1 04/28/98 00
0410815393 05 06/01/98 0
410815393 O 05/01/28
0
1
1738499 E22/G02 F 36,900.00 ZZ
360 36,880.36 3
1645-1647 OHIO AVE 9.125 300.23 90
8.875 300.23 41,000.00
YOUNGSTOWN OH 44504 1 04/29/98 04
410812929 05 06/01/98 25
410812929 N 05/01/28
0
1738506 292/G02 F 99,000.00 ZZ
360 99,000.00 4
1837 TUTWILIER AVENUE 8.750 778.83 90
8.500 778.83 110,000.00
MEMPHIS TN 38107 1 05/21/98 10
0430815027 05 07/01/98 25
1367790 N 06/01/28
0
1738633 E22/G02 F 431,250.00 ZZ
360 431,001.88 1
17305 SW ARBUTUS DRIVE 8.750 3,392.65 75
8.500 3,392.65 575,000.00
BEAVERTON OR 97007 5 04/23/98 00
0410834410 05 06/01/98 0
410834410 O 05/01/28
0
1738679 E22/G02 F 184,000.00 ZZ
360 183,882.67 1
6116 ABERDEEN DRIVE 8.250 1,382.33 79
8.000 1,382.33 234,000.00
PLANO TX 75093 1 04/29/98 00
0410840656 05 06/01/98 0
410840656 N 05/01/28
0
1738680 E22/G02 F 75,200.00 ZZ
360 75,146.93 1
4487 POST PLACE, UNIT #129 7.750 538.74 53
7.500 538.74 141,900.00
NASHVILLE TN 37205 1 04/30/98 00
0410820179 01 06/01/98 0
410820179 O 05/01/28
0
1738695 896/G02 F 72,600.00 ZZ
360 72,600.00 1
1
863 MINING GAP CONNECTOR 7.750 520.12 51
7.500 520.12 144,000.00
YOUNG HARRIS GA 30582 2 05/21/98 00
0430826685 05 07/01/98 0
14398 O 06/01/28
0
1738712 E22/G02 F 45,500.00 ZZ
360 45,472.43 1
2019 W. HAZELWOOD PARKWAY 8.500 349.86 80
8.250 349.86 57,500.00
PHOENIX AZ 85015 1 04/30/98 00
0410840532 09 06/01/98 0
410840532 N 05/01/28
0
1738714 E22/G02 F 27,000.00 ZZ
360 26,986.37 2
1152-54 ORANGE BLOSSOM LANE 9.375 224.57 90
9.125 224.57 30,000.00
HARVEY LA 70058 1 04/30/98 14
0410831184 05 06/01/98 25
410831184 N 05/01/28
0
1738722 637/G02 F 296,000.00 ZZ
360 295,548.15 1
2767 MARK WEST STATION RD 7.375 2,044.40 80
7.125 2,044.40 370,000.00
WINDSOR CA 95492 5 03/13/98 00
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8352056 O 04/01/28
0
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3202 EAST ORANGE AVENUE 8.750 1,769.29 74
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PHOENIX AZ 85018 2 04/24/98 00
0430838904 05 06/01/98 0
40500240 N 05/01/28
0
1738900 B49/G02 F 112,500.00 ZZ
360 112,500.00 2
2404 HAGERMAN STREET 8.375 855.09 90
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COLORADO SPRING CO 80904 1 05/21/98 04
0430833582 05 07/01/98 30
1
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0
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360 263,818.31 1
3645 MARTZ STREET 7.875 1,914.19 80
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SIMI VALLEY CA 93063 2 04/07/98 00
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9803172 O 05/01/28
0
1738993 E22/G02 F 255,500.00 ZZ
360 255,328.56 1
843 MULLEN AVENUE 8.000 1,874.77 70
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LOS ANGELES CA 90005 5 04/24/98 00
410834162 05 06/01/98 0
410834162 O 05/01/28
0
1739045 455/G02 F 183,200.00 ZZ
360 183,200.00 1
2220 MISTY OAKS DRIVE 8.250 1,376.33 80
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BUFORD GA 30519 1 05/11/98 00
0430816579 03 07/01/98 0
0000 O 06/01/28
0
1739064 134/G02 F 58,000.00 ZZ
360 57,962.06 1
617 SOUTH CORY STREET 8.125 430.65 77
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FINDLAY OH 45840 1 04/20/98 00
0430785295 05 06/01/98 0
59330596 O 05/01/28
0
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360 45,513.80 1
2296 PINEWOOD DRIVE 8.750 358.26 90
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ATLANTA GA 30032 1 04/30/98 01
0430820373 05 06/01/98 25
3140667081 N 05/01/28
0
1
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360 247,824.97 1
1217 FALLEN LEAF DRIVE 7.750 1,776.70 80
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MILPITAS CA 95035 5 04/21/98 00
0430804658 05 06/01/98 0
811442142 O 05/01/28
0
1739152 E22/G02 F 231,000.00 ZZ
360 231,000.00 1
329 EAST 19TH STREET 7.875 1,674.91 80
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COSTA MESA CA 92627 2 05/01/98 00
410811798 05 07/01/98 0
410811798 O 06/01/28
0
1739183 G10/G02 F 49,500.00 ZZ
360 49,470.00 2
3730 DUCK CREEK DRIVE 8.500 380.62 90
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GARLAND TX 75043 2 04/24/98 04
0430826131 05 06/01/98 25
XB8049024 N 05/01/28
0
1739266 J83/G02 F 28,350.00 ZZ
360 28,333.69 1
3308 ROCK ROYAL DRIVE 8.750 223.03 90
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HOLIDAY FL 34691 1 04/30/98 01
0430788901 05 06/01/98 25
252991 N 05/01/28
0
1739297 F42/G02 F 65,000.00 ZZ
360 64,954.12 1
47 HUMMINGBIRD COURT 7.750 465.67 40
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MARLBORO NJ 07746 1 04/17/98 00
0430791871 05 06/01/98 0
NJ0398061 O 05/01/28
0
1739405 E22/G02 F 27,000.00 ZZ
360 26,985.63 2
1114-1116 GRATIOT 9.125 219.68 90
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1
SAGINAW MI 48602 1 04/30/98 10
410822993 05 06/01/98 25
410822993 N 05/01/28
0
1739409 E22/G02 F 111,000.00 ZZ
360 110,940.93 4
1190 BRISCOE 9.125 903.13 70
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ST. LOUIS MO 63132 1 04/30/98 00
0410852602 05 06/01/98 0
410852602 N 05/01/28
0
1739410 E22/G02 F 111,000.00 ZZ
360 110,940.93 4
1184 BRISCOE PLACE 9.125 903.13 70
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ST. LOUIS MO 63132 1 04/30/98 00
0410852446 05 06/01/98 0
410852446 N 05/01/28
0
1739415 E22/G02 F 111,000.00 ZZ
360 110,940.93 4
1170 BRISCOE 9.125 903.13 70
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SAINT LOUIS MO 63132 1 04/30/98 00
0410852552 05 06/01/98 0
410852552 N 05/01/28
0
1739421 E22/G02 F 110,000.00 T
360 109,929.86 1
568 VILLAGE DR. 8.250 826.39 59
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TARPON SPRINGS FL 34689 1 04/30/98 00
0410818512 03 06/01/98 0
410818512 O 05/01/28
0
1739466 E22/G02 F 31,100.00 ZZ
360 31,082.56 1
1202 LEXINGTON AVE 8.875 247.45 90
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INDIANAPOLIS IN 46203 1 05/04/98 10
0410834428 05 06/01/98 25
410834428 N 05/01/28
0
1
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360 58,460.75 1
1320 EAST 21ST STREET 8.000 429.25 90
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CHEYENNE WY 82001 1 05/01/98 10
0410847271 05 06/01/98 25
410847271 N 05/01/28
0
1739482 E22/G02 F 24,000.00 ZZ
360 23,986.19 1
100 EAST GLENOLDEN AVENUE 8.750 188.81 75
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GLENOLDEN PA 19036 1 04/30/98 00
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0
1739492 E22/G02 F 88,650.00 ZZ
360 88,604.04 4
2013-2015 8TH STREET 9.250 729.30 90
9.000 729.30 98,500.00
ST LOUIS MO 63104 1 04/13/98 10
0410796304 05 06/01/98 25
410796304 N 05/01/28
0
1739566 003/G02 F 49,600.00 ZZ
360 49,600.00 1
2712 ALCAZAR DRIVE 8.750 390.21 80
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MIRAMAR FL 33023 1 05/07/98 00
0430788943 05 07/01/98 0
0010083640 N 06/01/28
0
1739605 E22/G02 F 595,000.00 ZZ
360 594,639.54 1
10901 MILL SPRINGS ROAD 8.500 4,575.04 70
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NEVADA CITY CA 95959 5 04/29/98 00
410837199 05 06/01/98 0
410837199 O 05/01/28
0
1739606 E22/G02 F 96,000.00 ZZ
360 95,932.24 1
1
2025 DOUGLAS ROAD 7.750 687.76 80
7.500 687.76 120,000.00
STOCKTON CA 95207 5 04/27/98 00
0410833404 03 06/01/98 0
410833404 O 05/01/28
0
1739614 E22/G02 F 246,000.00 ZZ
360 245,826.38 1
2944 BAKER STREET 7.750 1,762.37 80
7.500 1,762.37 310,000.00
COSTA MESA CA 92626 5 04/24/98 00
0410823884 05 06/01/98 0
410823884 O 05/01/28
0
1739615 E22/G02 F 80,000.00 ZZ
360 80,000.00 1
5294B HUTCHINS ROAD 8.500 615.13 48
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FORD WA 99013 5 05/01/98 00
0410790406 05 07/01/98 0
410790406 O 06/01/28
0
1739704 765/G02 F 111,200.00 ZZ
360 111,200.00 1
6186 COVELLO STREET 7.750 796.66 80
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RIVERSIDE CA 92509 5 05/04/98 00
0430821280 05 07/01/98 0
333171 O 06/01/28
0
1739763 G81/G02 F 160,000.00 ZZ
360 160,000.00 1
2320 BAYVIEW LANE 8.500 1,230.26 46
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NORTH MIAMI BEA FL 33181 5 05/26/98 00
0430826891 05 07/01/98 0
021805051 O 06/01/28
0
1739799 664/G02 F 171,500.00 ZZ
360 171,366.21 1
922 SOUTH SILVER STAR WAY 7.250 1,169.94 73
7.000 1,169.94 236,500.00
ANAHEIM CA 92808 1 04/24/98 00
0430823906 03 06/01/98 0
1
2565422 O 05/01/28
0
1739813 963/G02 F 82,500.00 ZZ
360 82,500.00 1
6655 PONDAPPLE ROAD 8.375 627.06 55
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BOCA RATON FL 33433 5 05/19/98 00
0430818401 05 07/01/98 0
980444 N 06/01/28
0
1739930 A01/G02 F 175,000.00 ZZ
360 175,000.00 2
1570 GREENWICH STREET 7.875 1,268.87 20
7.625 1,268.87 890,000.00
SAN FRANCISCO CA 94123 5 05/21/98 00
0430829291 05 07/01/98 0
UNKNOWN O 06/01/28
0
1739942 180/G02 F 88,200.00 ZZ
360 88,089.98 1
3022 EAST SHANGRI LA ROAD 8.375 670.38 90
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PHOENIX AZ 85028 1 03/23/98 01
0430824359 05 05/01/98 25
12463618 N 04/01/28
0
1739954 A06/G02 F 96,000.00 ZZ
360 96,000.00 1
2940 WEAVERTON 8.750 755.24 80
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ROCHESTER HILLS MI 48309 1 05/20/98 00
0430817726 05 07/01/98 0
9806439 N 06/01/28
0
1739955 180/G02 F 378,250.00 ZZ
360 377,740.72 1
6001 NORTH 38TH PLACE 8.000 2,775.46 85
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PARADISE VALLEY AZ 85253 5 03/23/98 95
0430817650 05 05/01/98 0
12464046 O 04/01/28
0
1
1739987 455/G02 F 250,000.00 ZZ
360 250,000.00 1
2469 CHATSWORTH HWY 225 8.125 1,856.25 80
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RESACA GA 30735 2 05/08/98 00
0430819037 05 07/01/98 0
59904 O 06/01/28
0
1740004 737/G02 F 26,900.00 ZZ
360 26,900.00 1
116 INLET REACH CIRCLE 8.750 211.62 90
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ST MARYS GA 31558 1 05/04/98 01
0430810010 07 07/01/98 25
952945 N 06/01/28
0
1740050 K30/G02 F 99,250.00 ZZ
360 99,186.71 1
4249 HEDGE AVENUE 8.250 745.63 90
8.000 745.63 110,320.00
SACRAMENTO CA 95826 1 04/29/98 11
0430815126 05 06/01/98 25
0054707 N 05/01/28
0
1740052 A01/G02 F 169,600.00 ZZ
360 169,600.00 1
13862 TEMPLE STREET 8.250 1,274.15 80
8.000 1,274.15 212,000.00
POWAY CA 92064 2 05/04/98 00
0430809905 05 07/01/98 0
98422981 O 06/01/28
0
1740063 721/G02 F 29,150.00 ZZ
360 29,131.87 1
2515 24TH AVE SE 8.375 221.57 90
8.125 221.57 32,400.00
CEDAR RAPIDS IA 52403 1 04/30/98 01
0430797852 05 06/01/98 25
7810054454 N 05/01/28
0
1740066 910/G02 F 89,000.00 ZZ
360 88,950.11 1
3500 W MOON LAKE STREET 8.875 708.12 60
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1
MERIDIAN ID 83642 2 05/06/98 00
0430813717 03 06/01/98 0
095138 N 05/01/28
0
1740095 E29/G02 F 26,900.00 ZZ
360 26,884.92 1
7015 NW 49TH ST 8.875 214.03 90
8.625 214.03 29,900.00
BETHANY OK 73008 1 04/30/98 04
0430825935 05 06/01/98 25
9804354 N 05/01/28
0
1740217 E26/G02 F 58,400.00 ZZ
360 58,400.00 1
1084 CHERRY MEADOW LANE 8.250 438.74 90
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ROCKHILL SC 29732 1 05/05/98 01
0430808709 05 07/01/98 25
33800515 N 06/01/28
0
1740267 J93/G02 F 45,150.00 ZZ
360 45,122.65 1
8520 SOUTH MAPLEBROOK CIRCLE 8.500 347.16 70
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BROOKLYN PARK MN 55445 1 04/14/98 00
0430816561 09 06/01/98 0
132805 N 05/01/28
0
1740313 480/G02 F 150,000.00 ZZ
360 149,911.45 1
29168 PALM AVENUE 8.625 1,166.68 74
8.375 1,166.68 205,000.00
BIG PINE KEY FL 33043 1 04/30/98 00
0430794461 05 06/01/98 0
2495968 O 05/01/28
0
1740319 638/G02 F 47,950.00 ZZ
360 47,919.43 1
18617 EGRET BAY BLVD #702 8.250 360.23 95
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HOUSTON TX 77058 1 04/30/98 10
0430788810 01 06/01/98 30
8730166 O 05/01/28
0
1
1740357 967/G02 F 89,250.00 ZZ
360 89,250.00 1
16918 NE 19TH STREET 8.125 662.68 90
7.875 662.68 99,200.00
VANCOUVER WA 98684 1 05/13/98 01
0430826503 05 07/01/98 25
4312237 N 06/01/28
0
1740512 E82/G02 F 18,250.00 ZZ
360 18,250.00 1
2208 HARRISON STREET 8.875 145.21 90
8.625 145.21 20,300.00
MCKEESPORT PA 15132 1 05/08/98 04
0400111514 05 07/01/98 25
400111514 N 06/01/28
0
1740567 638/G02 F 28,350.00 ZZ
360 28,332.82 1
1391 WEST LILY PLACE 8.500 217.99 68
8.250 217.99 42,000.00
CASA GRANDE AZ 85222 1 04/20/98 00
0430788083 05 06/01/98 0
8730293 N 05/01/28
0
1740916 E82/G02 F 32,400.00 ZZ
360 32,400.00 1
1030 EAST 37TH STREET 8.875 257.79 90
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ERIE PA 16504 1 05/08/98 04
0400112983 05 07/01/98 25
400112983 N 06/01/28
0
1740961 E67/G02 F 68,720.00 T
360 68,720.00 1
56856 ENTERPRISE DRIVE #I-3 7.875 498.27 80
7.625 498.27 85,900.00
SUNRIVER OR 97707 1 05/08/98 00
0430796169 01 07/01/98 0
150013119 O 06/01/28
0
1741020 E84/G02 F 273,000.00 ZZ
360 272,834.62 3
1
3444 NORTH HOYNE AVENUE 8.500 2,099.13 74
8.250 2,099.13 370,000.00
CHICAGO IL 60618 5 04/16/98 00
0430805762 05 06/01/98 0
25980159 O 05/01/28
0
1741065 633/G02 F 95,000.00 ZZ
360 94,942.45 1
624 EAST 15TH STREET 8.500 730.47 68
8.250 730.47 141,000.00
LONG BEACH CA 90813 5 04/27/98 00
0430820480 05 06/01/98 0
695247 O 05/01/28
0
1741080 685/G02 F 566,600.00 ZZ
360 565,837.11 1
6384 RODGERTOWN DRIVE 8.000 4,157.51 75
7.750 4,157.51 755,500.00
LOS ANGELES CA 90068 5 03/24/98 00
0430802710 05 05/01/98 0
111967 O 04/01/28
0
1741093 420/G02 F 88,000.00 ZZ
360 87,933.03 1
4670 KIMBERLEY COMMON 7.375 607.80 32
7.125 607.80 278,000.00
LIVERMORE CA 94550 1 04/10/98 00
0430790428 03 06/01/98 0
375295 O 05/01/28
0
1741096 950/G02 F 87,500.00 ZZ
360 87,500.00 2
2860 SW 209TH AVENUE 8.500 672.80 70
8.250 672.80 125,000.00
ALOHA OR 97006 3 05/01/98 00
0430796235 05 07/01/98 0
HTO4069830 N 06/01/28
0
1741172 E22/G02 F 99,500.00 ZZ
360 99,427.99 1
670 WEST BROADWAY 7.625 704.25 77
7.375 704.25 130,000.00
GRANVILLE OH 43023 2 04/29/98 00
0410794481 05 06/01/98 0
1
410794481 O 05/01/28
0
1741445 E22/G02 F 32,600.00 T
360 32,581.25 1
6300 SOUTH POINTE BLVD 8.750 256.46 75
UNIT #463 8.500 256.46 43,500.00
FT. MYERS FL 33919 1 05/04/98 00
0410846059 01 06/01/98 0
410846059 O 05/01/28
0
1741461 808/G02 F 90,000.00 ZZ
360 89,936.47 1
51052 BON VEU DRIVE 7.750 644.78 78
7.500 644.78 116,000.00
OAKHURST CA 93644 2 04/23/98 00
0430815092 05 06/01/98 0
9101377 O 05/01/28
0
1741467 808/G02 F 344,000.00 ZZ
360 343,757.21 1
744 SOUTH POND COURT 7.750 2,464.46 80
7.500 2,464.46 432,000.00
LAFAYETTE CA 94549 2 04/17/98 00
0430814764 03 06/01/98 0
9201416 O 05/01/28
0
1741485 808/G02 F 84,000.00 ZZ
360 83,947.78 1
6352 NORTH MALSBURY AVENUE 8.375 638.47 80
8.125 638.47 105,000.00
FRESNO CA 93711 1 04/26/98 00
0430814921 05 06/01/98 0
9101479 N 05/01/28
0
1741493 E22/G02 F 272,000.00 ZZ
360 271,822.08 1
308 CARDONA CIRCLE 8.125 2,019.59 80
7.875 2,019.59 340,000.00
SAN RAMON CA 94583 5 04/29/98 00
0410812101 03 06/01/98 0
410812101 O 05/01/28
0
1
1741498 808/G02 F 314,400.00 ZZ
360 314,172.44 1
1941 STEARNLEE AVENUE 7.625 2,225.31 80
7.375 2,225.31 393,000.00
LONG BEACH CA 90815 5 04/22/98 00
0430814806 05 06/01/98 0
9305072 O 05/01/28
0
1741506 808/G02 F 181,600.00 ZZ
360 181,484.19 1
224 SOUTH FIRCROFT AVENUE 8.250 1,364.31 80
8.000 1,364.31 227,000.00
WEST COVINA CA 91791 5 04/21/98 00
0430825323 05 06/01/98 0
9303948 N 05/01/28
0
1741511 E22/G02 F 500,000.00 ZZ
360 499,704.80 1
4166 WOODLEIGH LANE 8.625 3,888.95 46
8.375 3,888.95 1,100,000.00
LA CANADA-FLINT CA 91011 5 04/24/98 00
0410805238 05 06/01/98 0
410805238 N 05/01/28
0
1741542 E22/G02 F 44,400.00 ZZ
360 44,374.46 1
4506 MARLBOUROUGH DRIVE 8.750 349.29 80
8.500 349.29 55,510.00
FLINT MI 48506 1 04/29/98 00
0410694947 05 06/01/98 0
410694947 N 05/01/28
0
1741554 E22/G02 F 144,000.00 ZZ
360 143,900.90 2
284 SOUTH BURNETT STREET 7.875 1,044.10 93
7.625 1,044.10 155,000.00
EAST ORANGE NJ 07018 2 04/27/98 04
0410816912 05 06/01/98 30
410816912 O 05/01/28
0
1741565 E22/G02 F 204,550.00 ZZ
360 204,419.56 1
6701 OHARA AVENUE 8.250 1,536.72 78
8.000 1,536.72 265,000.00
1
BOYNTON BEACH FL 33437 2 04/29/98 00
0410814578 03 06/01/98 0
410814578 O 05/01/28
0
1741641 E22/G02 F 132,000.00 ZZ
360 131,906.84 1
7721 SOUTH RACE STREET 7.750 945.66 80
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LITTLETON CO 80122 5 04/27/98 00
0410815237 05 06/01/98 0
410815237 O 05/01/28
0
1741720 E22/G02 F 24,300.00 ZZ
360 24,300.00 1
227 CHANDLER 9.125 197.71 90
8.875 197.71 27,000.00
PONTIAC MI 48342 1 05/04/98 04
0410809768 05 07/01/98 25
410809768 N 06/01/28
0
1741729 638/G02 F 62,100.00 ZZ
360 62,100.00 1
1443 TAMARENO CIRCLE #13 8.375 472.00 90
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LAS VEGAS NV 89119 1 05/05/98 10
0430816652 01 07/01/98 25
8728972 N 06/01/28
0
1741756 B75/G02 F 85,500.00 ZZ
360 85,449.52 1
3754 SOUTH WASHINGTON LOOP 8.625 665.01 90
8.375 665.01 95,000.00
MAGNA UT 84044 1 04/24/98 01
0430814848 05 06/01/98 30
7690944 N 05/01/28
0
1741806 737/G02 F 49,500.00 ZZ
360 49,500.00 1
411 WARM SPRINGS CIRCLE 8.125 367.54 90
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ROSEWELL GA 30075 2 05/01/98 01
0430822049 01 07/01/98 25
952884 O 06/01/28
0
1
1741857 E22/G02 F 65,100.00 ZZ
360 65,100.00 1
490 EAST 5TH AVENUE 8.125 483.37 70
7.875 483.37 93,000.00
SUN VALLEY NV 89433 5 04/30/98 00
0410802052 05 07/01/98 0
410802052 N 06/01/28
0
1741863 E22/G02 F 70,000.00 ZZ
360 70,000.00 1
4767 CASTANA DRIVE 7.625 495.46 36
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CAMERON PARK CA 95682 5 04/30/98 00
0410836597 05 07/01/98 0
410836597 O 06/01/28
0
1741867 E22/G02 F 99,000.00 ZZ
360 99,000.00 1
718 WEST AVENUE 8.250 743.75 90
8.000 743.75 110,000.00
ARLINGTON WA 98223 1 05/01/98 04
0410855209 05 07/01/98 25
410855209 N 06/01/28
0
1741869 E22/G02 F 65,500.00 ZZ
360 65,458.23 1
11132 SOUTHWEST 65TH AVENUE 8.250 492.08 66
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PORTLAND OR 97219 2 04/29/98 00
0410806400 05 06/01/98 0
410806400 N 05/01/28
0
1742089 638/G02 F 26,700.00 ZZ
360 26,684.64 1
3304 HEATHER STREET 8.750 210.05 90
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MARKHAM IL 60426 1 04/27/98 19
0430797431 05 06/01/98 25
8735531 N 05/01/28
0
1742124 638/G02 F 248,000.00 ZZ
360 247,148.90 1
1
720 ANGELUS PLACE 7.625 1,755.33 80
7.375 1,755.33 310,000.00
VENICE CA 90291 5 03/27/98 00
0430795435 05 05/01/98 0
8709146 O 04/01/28
0
1742165 G12/G12 F 240,000.00 ZZ
240 240,000.00 1
PO BOX 177 7.250 1,896.90 78
7.000 1,896.90 310,000.00
HUNTINGTON WOOD PA 18414 2 04/30/98 00
00 05 07/01/98 0
00 O 06/01/18
0
1742171 H55/G02 F 247,000.00 ZZ
360 247,000.00 1
680 SUNNY GLEN COURT 7.875 1,790.92 75
7.625 1,790.92 330,000.00
WOODLAND PARK CO 80863 2 05/11/98 00
0430812305 05 07/01/98 0
327158 O 06/01/28
0
1742191 B27/G02 F 183,000.00 ZZ
360 183,000.00 1
717 ATLANTIC AVENUE UNIT 7D 8.500 1,407.12 75
8.250 1,407.12 244,000.00
BOSTON MA 02110 1 05/07/98 00
0430821066 06 07/01/98 0
00 N 06/01/28
0
1742198 E22/G02 F 337,500.00 ZZ
360 337,500.00 4
123 PARK AVE 8.000 2,476.46 75
7.750 2,476.46 451,000.00
HOBOKEN NJ 07030 5 04/30/98 00
0410799720 05 07/01/98 0
410799720 O 06/01/28
0
1742203 E22/G02 F 204,000.00 ZZ
360 203,879.56 1
10543 BROOKWOOD 8.625 1,586.69 70
8.375 1,586.69 293,000.00
PYLMOUTH MI 48170 5 04/30/98 00
0410808182 05 06/01/98 0
1
410808182 O 05/01/28
0
1742209 E22/G02 F 58,500.00 ZZ
360 58,462.70 1
419 GOVERNORS ROAD 8.250 439.49 90
8.000 439.49 65,000.00
WILMINGTON NC 28405 1 05/04/98 04
0410843189 05 06/01/98 25
410843189 N 05/01/28
0
1742215 E22/G02 F 229,500.00 ZZ
360 229,500.00 2
3049 EASTCHESTER ROAD 8.875 1,826.01 85
8.625 1,826.01 270,000.00
BRONX NY 10469 2 05/07/98 01
0410844096 05 07/01/98 12
410844096 O 06/01/28
0
1742218 E22/G02 F 96,800.00 ZZ
360 96,800.00 1
2300 CLEVELAND STREET 8.500 744.31 80
8.250 744.31 121,000.00
HOLLYWOOD FL 33020 5 05/04/98 00
0410684344 05 07/01/98 0
410684344 O 06/01/28
0
1742222 E22/G02 F 93,400.00 T
360 93,337.33 1
7138 S.W. 103RD PLACE 8.000 685.34 76
7.750 685.34 123,400.00
MIAMI FL 33173 1 04/15/98 00
0410740880 03 06/01/98 0
410740880 O 05/01/28
0
1742232 E22/G02 F 42,300.00 ZZ
240 42,300.00 1
2334 SOUTH VICTORIA 8.500 367.09 90
8.250 367.09 47,000.00
WICHITA KS 67211 1 05/11/98 04
0410821649 05 07/01/98 25
410821649 N 06/01/18
0
1
1742237 E22/G02 F 97,500.00 ZZ
360 97,429.43 1
2886 DASHWOOD 7.625 690.10 75
7.375 690.10 130,000.00
TROY MI 48083 2 05/01/98 00
0410785067 05 06/01/98 0
410785067 O 05/01/28
0
1742243 E22/G02 F 73,500.00 ZZ
360 73,460.88 1
7144 WOODRIDGE DRIVE 9.125 598.03 70
8.875 598.03 105,000.00
CINCINNATI OH 45230 5 04/30/98 00
0410775258 05 06/01/98 0
410775258 N 05/01/28
0
1742252 568/G02 F 55,800.00 ZZ
360 55,800.00 2
4604 17TH AVENUE 8.625 434.01 90
8.375 434.01 62,000.00
CHATTANOOGA TN 37404 1 05/29/98 01
0430829150 05 07/01/98 25
810272 N 06/01/28
0
1742254 E22/G02 F 82,500.00 ZZ
360 82,450.02 1
623 DANUBE AVENUE 8.500 634.35 75
8.250 634.35 110,000.00
TAMPA FL 33606 5 04/29/98 00
0410821292 05 06/01/98 0
410821292 O 05/01/28
0
1742264 E22/G02 F 57,000.00 ZZ
360 57,000.00 1
3751 12TH STREET NORTH 8.750 448.42 75
8.500 448.42 76,000.00
NAPLES FL 34103 1 05/11/98 00
0410846075 05 07/01/98 0
410846075 N 06/01/28
0
1742265 E22/G02 F 76,300.00 ZZ
360 76,252.57 1
3310 N. VENICE BLVD 8.375 579.94 70
8.125 579.94 109,000.00
1
OKLAHOMA CITY OK 73112 2 05/01/98 00
0410842116 05 06/01/98 0
410842116 O 05/01/28
0
1742273 E22/G02 F 73,600.00 ZZ
360 73,553.07 1
1150 SUMMER LAKES DRIVE 8.250 552.93 80
8.000 552.93 92,000.00
ORLANDO FL 32835 1 05/01/98 00
0410768428 05 06/01/98 0
410768428 O 05/01/28
0
1742275 E22/G02 F 78,750.00 ZZ
360 78,708.09 1
818 FARR RD. 9.125 640.74 90
8.875 640.74 87,550.00
NORTON SHORES MI 49444 1 05/05/98 10
0410788806 05 06/01/98 25
410788806 N 05/01/28
0
1742279 E22/G02 F 72,000.00 ZZ
360 71,955.25 1
4470 JIM BRANCH ROAD 8.375 547.25 87
8.125 547.25 83,500.00
KISSIMMEE FL 34744 2 04/29/98 04
0410838783 27 06/01/98 25
410838783 O 05/01/28
0
1742294 E22/G02 F 46,800.00 ZZ
360 46,771.65 1
20070 NORTH PECOS VALLEY 8.500 359.85 90
8.250 359.85 52,000.00
KATY TX 77449 1 05/05/98 10
0410838288 03 06/01/98 25
410838288 N 05/01/28
0
1742309 E22/G02 F 75,200.00 ZZ
360 75,154.45 1
2309 LAKESHORE LANE 8.500 578.22 90
8.250 578.22 83,600.00
ROWLETT TX 75088 1 05/04/98 04
0410856041 05 06/01/98 25
410856041 N 05/01/28
0
1
1742332 H04/G02 F 102,800.00 ZZ
360 102,800.00 1
3641 CARRIGAN COMMON 7.375 710.01 80
7.125 710.01 130,000.00
LIVERMORE CA 94550 2 05/01/98 00
0430812933 05 07/01/98 0
315268 O 06/01/28
0
1742380 664/G02 F 60,000.00 ZZ
360 59,958.70 1
528 CAMPANA COURT 7.875 435.05 80
7.625 435.05 75,000.00
IRVING TX 75060 1 04/30/98 11
0430796417 09 06/01/98 17
2574101 N 05/01/28
0
1742715 E22/G02 F 340,000.00 ZZ
360 340,000.00 1
14650 STONERIDGE DRIVE 7.750 2,435.80 56
7.500 2,435.80 615,000.00
SARATOGA CA 95070 2 05/01/98 00
0410781983 09 07/01/98 0
410781983 O 06/01/28
0
1742718 E22/G02 F 50,400.00 ZZ
360 50,400.00 1
14607 ERWIN STREET UNIT #107 8.375 383.08 90
8.125 383.08 56,000.00
VAN NUYS CA 91411 1 05/08/98 04
0410852958 01 07/01/98 25
410852958 N 06/01/28
0
1742722 E22/G02 F 87,400.00 ZZ
360 87,339.85 1
1940 N. HIGHLAND AVE 7.875 633.71 76
UNIT # 23 7.625 633.71 115,000.00
LOS ANGELES CA 90068 2 04/28/98 00
0410812044 01 06/01/98 0
410812044 O 05/01/28
0
1742734 E22/G02 F 184,000.00 ZZ
360 184,000.00 1
1
7650 NORTH KEELER AVENUE 7.750 1,318.20 74
7.500 1,318.20 250,000.00
SKOKIE IL 60076 5 05/06/98 00
0410835763 05 07/01/98 0
410835763 O 06/01/28
0
1742755 E22/G02 F 192,600.00 ZZ
360 192,600.00 1
1180 AMBERTON LN. (NEWBUR 8.625 1,498.02 90
8.375 1,498.02 214,000.00
THOUSAND OAKS CA 91320 1 05/06/98 04
0410831994 01 07/01/98 25
410831994 N 06/01/28
0
1742759 E22/G02 F 95,600.00 ZZ
360 95,532.53 1
4615 BRIAR STREET 7.750 684.89 80
7.500 684.89 119,500.00
EUGENE OR 97404 1 04/28/98 00
410846745 05 06/01/98 0
410846745 O 05/01/28
0
1742944 H93/G02 F 112,000.00 ZZ
360 112,000.00 4
1000-1006 8.750 881.10 80
E 19TH STREET 8.500 881.10 140,000.00
CHARLOTTE NC 28208 1 05/26/98 00
0430841429 05 07/01/98 0
9832693 N 06/01/28
0
1742991 950/G02 F 76,650.00 ZZ
360 76,650.00 1
9255 NW STARK COURT 7.875 555.77 49
7.625 555.77 159,000.00
PORTLAND OR 97229 2 05/01/98 00
0430816496 05 07/01/98 0
HT03279808 O 06/01/28
0
1742994 E22/G02 F 552,000.00 ZZ
360 551,610.40 1
2441 EAST 49TH STREET S. 7.750 3,954.60 80
7.500 3,954.60 690,000.00
TULSA OK 74105 5 05/01/98 00
410827414 05 06/01/98 0
1
410827414 O 05/01/28
0
1742995 E22/G02 F 81,000.00 ZZ
360 80,955.76 1
237 SMALLWOOD COURT 9.000 651.74 90
8.750 651.74 90,000.00
WEST CHESTER PA 19830 1 05/04/98 04
4108395341 05 06/01/98 25
410839534 N 05/01/28
0
1742999 744/G02 F 49,850.00 ZZ
360 49,813.00 1
1417 CHAPEL DOWNS ROAD 7.500 348.56 80
7.250 348.56 63,000.00
WACO TX 76712 1 04/29/98 00
0430805044 03 06/01/98 0
26471 O 05/01/28
0
1743016 E22/G02 F 87,000.00 ZZ
360 87,000.00 1
515 HOPE STREET 8.000 638.38 73
7.750 638.38 120,000.00
BRIGHTON MI 48116 1 05/05/98 00
0410819783 05 07/01/98 0
410819783 O 06/01/28
0
1743019 E22/G02 F 84,000.00 ZZ
360 84,000.00 1
3061 MONET DRIVE 8.625 653.34 75
8.375 653.34 112,000.00
VIRGINIA BEACH VA 23456 2 05/12/98 00
0410797344 05 07/01/98 0
410797344 N 06/01/28
0
1743083 965/G02 F 120,000.00 ZZ
360 120,000.00 1
9230 EAST SPRINGWATER COURT 9.125 976.36 69
8.875 976.36 175,000.00
TUCSON AZ 85749 5 05/04/98 00
0430817098 03 07/01/98 0
306597 O 06/01/28
0
1
1743181 E22/G02 F 44,100.00 ZZ
360 44,075.91 1
2687 MACKIN COURT 9.000 354.84 90
8.750 354.84 49,000.00
PALM HARBOR FL 34684 1 05/05/98 10
0410800585 05 06/01/98 25
410800585 N 05/01/28
0
1743182 E22/G02 F 92,250.00 ZZ
360 92,250.00 1
58444 OAKWOOD COURT 8.125 684.96 75
7.875 684.96 123,000.00
ELKHART IN 46516 5 05/06/98 00
0410825665 05 07/01/98 0
410825665 O 06/01/28
0
1743201 E22/G02 F 298,400.00 ZZ
360 298,228.32 1
15 W 631 59TH 8.750 2,347.51 80
8.500 2,347.51 373,000.00
BURR RIDGE IL 60521 5 04/30/98 00
0410805931 05 06/01/98 0
410805931 O 05/01/28
0
1743205 E22/G02 F 76,500.00 ZZ
360 76,500.00 1
810 WESTWOOD DR. 8.250 574.72 85
8.000 574.72 90,000.00
ALEXANDRIA MN 56308 5 05/01/98 04
0410845408 05 07/01/98 12
410845408 O 06/01/28
0
1743211 B35/G02 F 123,250.00 ZZ
240 123,250.00 1
131 LANSDOWNE DRIVE 7.875 1,021.35 85
7.625 1,021.35 145,000.00
MOON TOWNSHIP PA 15108 5 05/05/98 01
0430826180 05 07/01/98 12
98001248 O 06/01/18
0
1743253 B35/G02 F 218,400.00 ZZ
360 218,237.91 1
2123 AUTUMN HAZE COURT 7.500 1,527.09 80
7.250 1,527.09 273,000.00
1
GAMBRILLS MD 21054 1 04/30/98 00
0430821074 03 06/01/98 0
98001244 O 05/01/28
0
1743380 B28/G02 F 146,250.00 ZZ
360 146,165.86 2
9260 & 9270 WEST 48TH AVENUE 8.750 1,150.55 90
8.500 1,150.55 162,500.00
WHEATRIDGE CO 80033 1 04/29/98 14
0430820928 05 06/01/98 30
13980456 N 05/01/28
0
1743406 737/G02 F 420,000.00 ZZ
360 419,710.96 1
348 COLD SPRINGS GULCH ROAD 7.875 3,045.29 69
7.625 3,045.29 610,000.00
GOLDEN CO 80401 5 05/04/98 00
0430809822 05 06/01/98 0
585866 O 05/01/28
0
1743430 180/G02 F 58,400.00 ZZ
360 58,364.62 1
8081 PINE 8.500 449.05 90
8.250 449.05 64,900.00
TAYLOR MI 48180 1 05/01/98 01
0430808238 05 06/01/98 25
12667192 N 05/01/28
0
1743459 B28/G02 F 96,000.00 ZZ
360 96,000.00 1
2709 WEST 27TH AVENUE 7.625 679.49 45
7.375 679.49 214,000.00
DENVER CO 80211 5 05/11/98 00
0430811802 05 07/01/98 0
07980292 O 06/01/28
0
1743508 E22/G02 F 100,800.00 ZZ
360 100,732.37 1
7813 BUCKBOARD ROAD 8.000 739.63 80
7.750 739.63 126,000.00
CHEYENNE WY 82009 5 05/01/98 00
0410845507 05 06/01/98 0
410845507 O 05/01/28
0
1
1743509 E22/G02 F 25,000.00 ZZ
360 25,000.00 1
129 CYPRESS POND RD. 7.000 166.33 46
6.750 166.33 55,000.00
PORT ORANGE FL 32124 1 04/23/98 00
0410825806 03 07/01/98 0
410825806 O 06/01/28
0
1743511 E22/G02 F 93,600.00 ZZ
360 93,546.15 1
2530 HARTLINE 8.750 736.35 80
8.500 736.35 117,000.00
ROCHESTER HILLS MI 48309 1 04/30/98 00
0410844013 05 06/01/98 0
410844013 N 05/01/28
0
1743520 E22/G02 F 176,000.00 ZZ
360 175,875.78 1
139 DUNES EDGE ROAD 7.750 1,260.89 80
7.500 1,260.89 220,000.00
JUPITER FL 33477 1 05/07/98 00
0410811871 03 06/01/98 0
410811871 O 05/01/28
0
1743524 E22/G02 F 66,600.00 ZZ
360 66,555.31 1
18692 SULPHER DRIVE 8.000 488.69 58
7.750 488.69 115,000.00
ELKMONT AL 35620 2 05/01/98 00
0410831457 05 06/01/98 0
410831457 O 05/01/28
0
1743525 E22/G02 F 55,600.00 ZZ
360 55,600.00 1
3484 FLORIDA PALM AVENUE 8.625 432.45 65
8.375 432.45 86,000.00
MELBOURNE FL 32901 1 05/14/98 00
0410841175 05 07/01/98 0
410841175 N 06/01/28
0
1743541 638/G02 F 320,000.00 ZZ
360 319,806.15 1
1
15404 NORTH LOCUST TREE ROAD 8.500 2,460.52 80
8.250 2,460.52 400,000.00
LODI CA 95240 2 04/21/98 00
0430825281 03 06/01/98 0
8733306 O 05/01/28
0
1743547 E22/G02 F 98,250.00 T
360 98,250.00 1
1709 HAUOLI ROAD 8.500 755.46 75
UNIT # 211 8.250 755.46 131,000.00
WAILUKU HI 96793 1 04/30/98 00
0410833057 01 07/01/98 0
410833057 O 06/01/28
0
1743548 E22/G02 F 96,000.00 ZZ
360 96,000.00 2
1207 13TH STREET 8.875 763.82 74
8.625 763.82 130,000.00
HOOD RIVER OR 97031 5 05/07/98 00
0410767693 05 07/01/98 0
410767693 N 06/01/28
0
1743569 E22/G02 F 49,850.00 ZZ
360 49,850.00 1
4355 UMATILLA ST 7.750 357.13 61
7.500 357.13 82,000.00
DENVER CO 80211 2 05/04/98 00
0410843452 05 07/01/98 0
410843452 N 06/01/28
0
1743578 E22/G02 F 70,500.00 ZZ
360 70,500.00 1
13307 NORTH OREGON AVENUE 8.500 542.08 75
8.250 542.08 94,000.00
TAMPA FL 33612 5 05/07/98 00
0410850911 05 07/01/98 0
410850911 O 06/01/28
0
1743586 E22/G02 F 49,500.00 ZZ
360 49,500.00 1
1710 W. SUMMIT AVE 8.625 385.01 90
8.375 385.01 55,000.00
SAN ANTONIO TX 78201 1 05/08/98 10
0410818199 05 07/01/98 25
1
410818199 N 06/01/28
0
1743588 E22/G02 F 105,300.00 ZZ
360 105,300.00 4
5300 NW 22ND STREET 8.875 837.81 90
8.625 837.81 117,000.00
LAUDERHILL FL 33313 1 05/08/98 04
0410829568 05 07/01/98 25
410829568 N 06/01/28
0
1743601 E22/G02 F 60,300.00 ZZ
360 60,261.55 1
9690 BRENTWOOD WAY 8.250 453.01 90
UNIT #203 8.000 453.01 67,000.00
WESTMINSTER CO 80021 1 04/23/98 10
0410806095 01 06/01/98 25
410806095 N 05/01/28
0
1743661 455/G02 F 32,400.00 ZZ
360 32,400.00 1
1344 UNIT 17 BRIAR CREEK ROAD 8.875 257.79 90
8.625 257.79 36,000.00
CHARLOTTE NC 28205 1 05/15/98 01
0430805002 01 07/01/98 25
59945 N 06/01/28
0
1743671 E29/G02 F 235,650.00 ZZ
360 235,650.00 1
1014 WILLOW COURT 8.875 1,874.94 77
8.625 1,874.94 310,000.00
LONGMONT CO 80501 4 05/14/98 04
0430807719 03 07/01/98 25
19802221 N 06/01/28
0
1743672 455/G02 F 32,400.00 ZZ
360 32,400.00 1
1344 BRIAR CREEK ROAD UNIT 15 8.875 257.79 90
8.625 257.79 36,000.00
CHARLOTTE NC 28205 1 05/15/98 01
0430804971 01 07/01/98 25
59946 N 06/01/28
0
1
1743711 461/G02 F 280,000.00 ZZ
360 279,786.93 1
212 DONNICK AVENUE 7.375 1,933.90 80
7.125 1,933.90 350,000.00
THOUSAND OAKS CA 91360 5 04/22/98 00
0430810242 05 06/01/98 0
9022056428 O 05/01/28
0
1743866 573/G02 F 101,250.00 ZZ
360 101,188.66 2
4032 ROSEWOOD PLACE 8.500 778.53 74
8.250 778.53 138,000.00
RIVERSIDE CA 92506 2 04/23/98 00
0430817908 05 06/01/98 0
708469 N 05/01/28
0
1743883 561/J95 F 44,500.00 ZZ
360 44,500.00 1
15 MAIN STREET 8.500 342.17 89
8.250 342.17 50,000.00
BRADLEY BEACH NJ 07720 1 05/07/98 10
009302316 05 07/01/98 25
009302316 N 06/01/28
0
1743888 225/225 F 451,500.00 ZZ
360 450,892.08 1
3161 SONNYANN PLACE 8.000 3,312.95 70
7.750 3,312.95 645,000.00
BEAVERCREEK OH 45385 2 03/23/98 00
7008604 05 05/01/98 0
7008604 O 04/01/28
0
1743893 B27/G02 F 172,500.00 ZZ
360 172,500.00 1
717 ATLANTIC AVENUE 8.500 1,326.38 75
UNIT 7C 8.250 1,326.38 230,000.00
BOSTON MA 02110 1 05/07/98 00
0430821082 06 07/01/98 0
1743894 N 06/01/28
0
1743904 E26/G02 F 31,500.00 ZZ
360 31,479.91 1
1123 JOHN STREET 8.250 236.65 90
8.000 236.65 35,000.00
1
ROCK HILL SC 29732 1 04/16/98 01
0430819979 05 06/01/98 25
33800103 N 05/01/28
0
1743910 E62/G02 F 50,000.00 ZZ
360 49,969.71 1
4165 MCGIRTS BOULEVARD 8.500 384.46 58
8.250 384.46 87,500.00
JACKSONVILLE FL 32210 1 04/30/98 00
0430800854 05 06/01/98 0
00 N 05/01/28
0
1743936 731/G02 F 138,900.00 ZZ
360 138,900.00 1
7421 RAINSWEPT LANE 7.750 995.10 80
7.500 995.10 175,000.00
SAN DIEGO CA 92119 2 05/06/98 00
0430823682 01 07/01/98 0
UNKNOWN O 06/01/28
0
1743972 E29/G02 F 197,000.00 ZZ
360 197,000.00 1
1011 SOUTH VALENTIA STREET 7.875 1,428.39 80
#25 7.625 1,428.39 246,294.00
DENVER CO 80231 1 05/15/98 00
0430814590 03 07/01/98 0
19709113 O 06/01/28
0
1743977 G41/G02 F 66,500.00 ZZ
360 66,500.00 1
19 MARCHMONT LANE 8.625 517.23 70
8.375 517.23 95,000.00
WILLINGBORO NJ 08046 2 05/06/98 00
0430819219 05 07/01/98 0
62000915 N 06/01/28
0
1743979 G41/G02 F 164,500.00 ZZ
360 164,500.00 1
3969 RHODA AVENUE 7.500 1,150.21 70
7.250 1,150.21 235,000.00
OAKLAND CA 94602 1 05/06/98 00
0430817122 05 07/01/98 0
61102085 O 06/01/28
0
1
1744109 G18/G02 F 112,400.00 ZZ
360 112,400.00 2
1091 26TH AVENUE SOUTHEAST 8.625 874.24 90
8.375 874.24 124,900.00
MINNEAPOLIS MN 55444 1 05/27/98 04
0430835470 05 07/01/98 25
1744109 N 06/01/28
0
1744168 624/G02 F 112,000.00 ZZ
360 112,000.00 1
8315 48TH AVENUE SOUTH 7.875 812.08 80
7.625 812.08 140,000.00
SEATTLE WA 98118 2 05/11/98 00
0430819193 05 07/01/98 0
85051780073F O 06/01/28
0
1744180 624/G02 F 450,000.00 ZZ
360 450,000.00 1
92 DAVIS ROAD 7.750 3,223.86 75
7.500 3,223.86 600,000.00
ORINDA CA 94563 5 05/05/98 00
0430819375 05 07/01/98 0
87506680066F O 06/01/28
0
1744219 E22/G02 F 39,600.00 ZZ
360 39,600.00 1
11124 JEWETT 9.000 318.63 90
8.750 318.63 44,000.00
WARREN MI 48091 1 05/06/98 04
0410839161 05 07/01/98 25
410839161 N 06/01/28
0
1744228 E22/G02 F 440,000.00 ZZ
360 440,000.00 1
5555 S.W. 61ST AVENUE 8.250 3,305.57 80
8.000 3,305.57 550,000.00
DAVIE FL 33314 5 05/07/98 00
0410791859 05 07/01/98 0
410791859 O 06/01/28
0
1744233 E22/G02 F 123,400.00 ZZ
360 123,400.00 2
1
28 CLOVE RD 8.375 937.93 80
8.125 937.93 154,250.00
NEW ROCHELLE NY 10801 1 05/11/98 00
0410733778 05 07/01/98 0
410733778 O 06/01/28
0
1744236 E22/G02 F 92,000.00 ZZ
360 92,000.00 1
5293 TIFFANY ANNE CIRCLE 8.500 707.40 80
8.250 707.40 115,000.00
WEST PALM BEACH FL 33417 2 05/04/98 00
0410761449 03 07/01/98 0
410761449 O 06/01/28
0
1744239 E22/G02 F 169,700.00 ZZ
360 169,700.00 1
19 POLO DRIVE 7.750 1,215.75 78
7.500 1,215.75 219,000.00
COLORADO SPRING CO 80906 5 05/11/98 00
0410829477 05 07/01/98 0
410829477 O 06/01/28
0
1744247 E22/G02 F 109,000.00 ZZ
360 109,000.00 1
409 MAJESTY DRIVE 7.875 790.33 80
7.625 790.33 136,303.00
ALLEN TX 75013 1 05/07/98 00
0410844567 05 07/01/98 0
410844567 N 06/01/28
0
1744250 E22/G02 F 124,500.00 ZZ
360 124,500.00 4
10801 TOWNER AVENUE NE 8.750 979.44 75
8.500 979.44 166,000.00
ALBUQUERQUE NM 87111 1 05/07/98 00
0410832612 05 07/01/98 0
410832612 N 06/01/28
0
1744253 E22/G02 F 75,000.00 ZZ
360 75,000.00 4
1914 YALE 8.625 583.34 75
8.375 583.34 100,000.00
ST LOUIS MO 63143 2 05/14/98 00
0410828727 05 07/01/98 0
1
410828727 N 06/01/28
0
1744254 E22/G02 F 126,000.00 ZZ
360 126,000.00 1
754 4TH STREET 8.125 935.55 70
7.875 935.55 180,000.00
SOMERS POINT NJ 08244 5 05/05/98 00
0410758700 05 07/01/98 0
410758700 O 06/01/28
0
1744256 E22/G02 F 67,500.00 ZZ
360 67,500.00 1
402 STARLITE TRAIL 8.000 495.29 75
7.750 495.29 90,000.00
MOUNT JULIET TN 37122 5 05/06/98 00
0410819379 05 07/01/98 0
410819379 O 06/01/28
0
1744257 E22/G02 F 26,550.00 ZZ
360 26,535.87 1
316 NORTH H STREET 9.125 216.02 90
UNIT #2 8.875 216.02 29,500.00
LAKE WORTH FL 33460 1 05/04/98 04
0410842199 01 06/01/98 25
410842199 N 05/01/28
0
1744258 E22/G02 F 208,000.00 ZZ
360 207,867.37 1
47 CHARLES STREET 8.250 1,562.63 80
8.000 1,562.63 260,000.00
CLIFTON NJ 07013 2 05/01/98 00
0410670269 05 06/01/98 0
410670269 O 05/01/28
0
1744264 E22/G02 F 51,750.00 ZZ
360 51,750.00 1
26730 BELANGER STREET 9.250 425.73 90
9.000 425.73 57,500.00
ROSEVILLE MI 48066 1 05/06/98 04
0410824197 05 07/01/98 25
410824197 N 06/01/28
0
1
1744265 E22/G02 F 160,000.00 ZZ
360 159,878.25 1
6718 DUQUAINE COURT 7.375 1,105.08 80
7.125 1,105.08 200,000.00
NASHVILLE TN 37205 1 05/06/98 00
0410814008 05 06/01/98 0
410814008 O 05/01/28
0
1744668 003/G02 F 48,600.00 ZZ
360 48,600.00 1
2805 AUNT PITTY PAT LANE 8.500 373.70 90
8.250 373.70 54,000.00
DOUGLASVILLE GA 30135 2 05/15/98 12
0430812735 05 07/01/98 25
10479517 N 06/01/28
0
1744722 A37/G02 F 256,000.00 ZZ
360 256,000.00 1
N53 W15821 CREEKWOOD CROSSING 7.875 1,856.18 80
7.625 1,856.18 320,000.00
MENOMONEE FALLS WI 53051 5 05/05/98 00
0430811521 05 07/01/98 0
UNKNOWN O 06/01/28
0
1744747 K72/G02 F 156,700.00 ZZ
360 156,700.00 1
5526 TRIPP WAY 7.875 1,136.19 75
7.625 1,136.19 208,950.00
ROCKLIN CA 95765 1 05/04/98 00
0430829333 05 07/01/98 0
SAC531 O 06/01/28
0
1744778 731/G02 F 96,900.00 ZZ
360 96,900.00 1
2420 HAMILTON AVENUE 7.250 661.03 85
7.000 661.03 114,000.00
EL CENTRO CA 92243 5 05/01/98 11
0430816603 05 07/01/98 12
613512178 O 06/01/28
0
1744779 E56/G02 F 208,800.00 ZZ
360 208,670.21 1
8061 POPLARWOOD ROAD 8.375 1,587.04 80
8.125 1,587.04 261,089.00
1
NASHVILLE TN 37221 1 04/23/98 00
0430805747 05 06/01/98 0
LP0801971543302 O 05/01/28
0
1744812 A37/G02 F 36,900.00 ZZ
360 36,900.00 2
1313-13A WEST MINERAL STREET 8.375 280.47 90
8.125 280.47 41,000.00
MILWAUKEE WI 53215 1 05/15/98 11
0430811539 05 07/01/98 25
98WW19112 N 06/01/28
0
1744842 830/G02 F 66,300.00 ZZ
360 66,257.72 1
1525 CASTLE WAY 8.250 498.09 65
8.000 498.09 102,000.00
RENO NV 89512 5 05/05/98 00
0430822007 05 06/01/98 0
536598 O 05/01/28
0
1744873 003/G02 F 92,250.00 ZZ
360 92,250.00 1
2304 POPLAR SPRINGS 8.625 717.52 90
8.375 717.52 102,500.00
ATLANTA GA 30319 1 05/19/98 10
0430818609 05 07/01/98 25
0010489177 N 06/01/28
0
1744961 E22/G02 F 66,350.00 ZZ
360 66,350.00 1
436 WEST 44TH PLACE 8.125 492.65 74
7.875 492.65 90,000.00
CHICAGO IL 60609 2 05/08/98 00
0410841001 05 07/01/98 0
410841001 O 06/01/28
0
1744981 E22/G02 F 186,400.00 ZZ
360 186,400.00 1
21542 KINSALE DRIVE 8.000 1,367.74 80
7.750 1,367.74 233,000.00
LAKE FOREST CA 92630 1 05/13/98 00
0410855043 03 07/01/98 0
410855043 O 06/01/28
0
1
1745009 G51/G02 F 96,000.00 ZZ
360 96,000.00 2
138-140 MARINE DR 9.000 772.44 76
8.750 772.44 127,000.00
AMHERST NY 14228 2 05/18/98 00
0430813774 05 07/01/98 0
275703 N 06/01/28
0
1745018 G51/G02 F 89,600.00 ZZ
360 89,600.00 1
178 FAIRGREEN DRIVE 9.000 720.95 70
8.750 720.95 128,000.00
AMHERST NY 14228 5 05/18/98 00
0430813741 05 07/01/98 0
275702 N 06/01/28
0
1745020 E22/G02 F 146,700.00 ZZ
360 146,700.00 1
1600 SAN MARINO DRIVE 7.625 1,038.33 77
7.375 1,038.33 193,000.00
PETALUMA CA 94954 2 05/08/98 00
0410737001 05 07/01/98 0
410737001 O 06/01/28
0
1745021 E22/G02 F 184,000.00 ZZ
360 184,000.00 1
258 HOWTH STREET 8.375 1,398.53 79
8.125 1,398.53 235,000.00
SAN FRANCISCO CA 94112 5 04/28/98 00
0410821631 05 07/01/98 0
410821631 O 06/01/28
0
1745036 E22/G02 F 128,000.00 ZZ
360 127,920.44 1
1057 N.W. 125TH AVENUE 8.375 972.89 80
8.125 972.89 160,000.00
SUNRISE FL 33323 5 04/15/98 00
0410792519 03 06/01/98 0
410792519 O 05/01/28
0
1745040 E22/G02 F 100,000.00 ZZ
360 99,936.23 1
1
541A WEST BROADWAY 8.250 751.27 56
UNIT # 541A 8.000 751.27 179,000.00
LONG BEACH NY 11561 5 05/01/98 00
0410776181 01 06/01/98 0
410776181 O 05/01/28
0
1745041 E22/G02 F 86,400.00 ZZ
360 86,400.00 1
8027 KOLB 8.250 649.09 80
8.000 649.09 108,000.00
ALLEN PARK MI 48101 5 04/30/98 00
0410837389 05 07/01/98 0
410837389 O 06/01/28
0
1745046 E22/G02 F 165,600.00 ZZ
360 165,600.00 1
1003 WEST GIBSON STREET 7.875 1,200.71 80
7.625 1,200.71 207,000.00
AUSTIN TX 78704 1 05/15/98 00
0410844625 05 07/01/98 0
410844625 O 06/01/28
0
1745047 E22/G02 F 67,500.00 ZZ
360 67,500.00 3
1481 N.W. 20TH STREET 8.625 525.01 90
8.375 525.01 75,000.00
FORT LAUDERDALE FL 33311 1 05/08/98 10
0410858591 05 07/01/98 25
410858591 N 06/01/28
0
1745048 E22/G02 F 45,600.00 ZZ
360 45,600.00 1
2801 LINEVILLE DRIVE 7.875 330.63 95
UNIT #101 7.625 330.63 48,000.00
FARMERS BRANCH TX 75234 1 05/08/98 10
0410842736 01 07/01/98 30
410842736 O 06/01/28
0
1745052 757/G02 F 40,500.00 ZZ
360 40,500.00 1
1818 SPRINGFIELD ROAD 8.375 307.83 90
8.125 307.83 45,000.00
COLUMBIA SC 29223 1 05/18/98 01
0430809426 05 07/01/98 25
1
3506987 N 06/01/28
0
1745055 E22/G02 F 60,300.00 ZZ
360 60,300.00 1
2148 WEST OSBOURNE ROAD 8.500 463.65 90
8.250 463.65 67,000.00
PHOENIX AZ 85015 1 05/05/98 10
0410852644 05 07/01/98 25
410852644 N 06/01/28
0
1745061 E22/G02 F 120,000.00 ZZ
360 120,000.00 1
2273 JAFFA PLACE 7.750 859.69 80
7.500 859.69 150,000.00
CLEARWATER FL 33764 2 05/13/98 00
0410771539 03 07/01/98 0
410771539 O 06/01/28
0
1745065 E22/G02 F 63,600.00 T
360 63,600.00 1
6341-43 DUENKE DRIVE 8.250 477.81 80
8.000 477.81 79,500.00
OSAGE BEACH MO 65065 1 05/06/98 95
0410842827 03 07/01/98 0
410842827 O 06/01/28
0
1745071 E22/G02 F 152,100.00 ZZ
360 152,100.00 1
317 PARK ST 9.125 1,237.54 90
8.875 1,237.54 169,000.00
LAKE ORION MI 48362 1 05/08/98 04
0410853436 05 07/01/98 25
410853436 N 06/01/28
0
1745074 E22/G02 F 34,050.00 ZZ
360 34,050.00 1
2803 ARCADIA TERRACE 8.875 270.92 90
8.625 270.92 37,850.00
ROCKFORD IL 61103 1 05/07/98 04
0410829881 05 07/01/98 25
410829881 N 06/01/28
0
1
1745078 E22/G02 F 30,600.00 ZZ
360 30,600.00 1
13745 S. SAWYER 8.875 243.47 90
8.625 243.47 34,000.00
ROBBINS IL 60472 1 05/12/98 10
0410776165 05 07/01/98 25
410776165 N 06/01/28
0
1745080 E22/G02 F 70,000.00 ZZ
360 70,000.00 1
1831 ARDMORE 8.125 519.75 58
7.875 519.75 121,000.00
ROYAL OAK MI 48073 5 05/05/98 00
0410825988 05 07/01/98 0
410825988 O 06/01/28
0
1745082 E22/G02 F 127,000.00 ZZ
360 127,000.00 1
3680 G 4/10 ROAD 8.000 931.88 70
7.750 931.88 182,000.00
PALISADE CO 81526 5 05/06/98 00
0410823637 05 07/01/98 0
410823637 O 06/01/28
0
1745085 E22/G02 F 108,000.00 ZZ
360 107,929.35 1
3466 ARDEN 8.125 801.90 80
7.875 801.90 135,000.00
WARREN MI 48092 1 05/06/98 00
0410855571 05 06/01/98 0
410855571 O 05/01/28
0
1745086 E22/G02 F 103,500.00 ZZ
360 103,500.00 2
2412 - 2414 48TH ST. N.W. 8.875 823.49 90
8.625 823.49 115,000.00
ROCHESTER MN 55901 1 05/07/98 04
0410834774 05 07/01/98 25
410834774 N 06/01/28
0
1745087 E22/G02 F 80,000.00 ZZ
360 80,000.00 1
724 WEST 1720 NORTH, #107 8.500 615.13 69
8.250 615.13 116,500.00
1
PROVO UT 84604 2 05/04/98 00
0410809636 01 07/01/98 0
410809636 N 06/01/28
0
1745091 E22/G02 F 168,000.00 ZZ
360 168,000.00 4
12217 MOUNTAIN ROAD NE 7.875 1,218.12 70
7.625 1,218.12 240,000.00
ALBUQUERQUE NM 87112 5 05/06/98 00
0410813869 05 07/01/98 0
410813869 N 06/01/28
0
1745096 E22/G02 F 288,700.00 ZZ
360 288,538.15 1
114 STRAWTOWN ROAD 8.875 2,297.03 75
8.625 2,297.03 385,000.00
WEST NYACK NY 10994 5 05/04/98 00
0410722763 05 06/01/98 0
410722763 O 05/01/28
0
1745097 E22/G02 F 71,100.00 ZZ
360 71,100.00 1
233 EAST STREET 9.125 578.50 90
8.875 578.50 79,000.00
WADSWORTH OH 44281 1 05/07/98 01
0410817563 05 07/01/98 25
410817563 N 06/01/28
0
1745099 B75/G02 F 82,800.00 ZZ
360 82,748.54 1
915 VANTAGE POINT ROAD 8.375 629.34 90
8.125 629.34 92,000.00
LAS VEGAS NV 89128 1 04/23/98 11
0430818351 05 06/01/98 25
7688138 N 05/01/28
0
1745113 E22/G02 F 140,000.00 ZZ
360 140,000.00 1
5407 COUNTY ROAD 2591 7.875 1,015.10 80
7.625 1,015.10 175,000.00
ROYSE CITY TX 75189 1 05/05/98 00
0410859649 05 07/01/98 0
410859649 O 06/01/28
0
1
1745463 638/G02 F 80,100.00 ZZ
360 80,100.00 1
304 DRIFTWOOD LANE 8.875 637.31 90
8.625 637.31 89,000.00
AURORA IL 60504 1 05/06/98 10
0430827923 05 07/01/98 25
8732850 N 06/01/28
0
1745464 638/G02 F 78,000.00 ZZ
360 77,952.75 1
22298 WOODSPRING DRIVE 8.500 599.75 80
8.250 599.75 97,500.00
BOCA RATON FL 33428 1 05/01/98 00
0430827865 05 06/01/98 0
08739510 O 05/01/28
0
1745473 B81/G02 F 121,600.00 ZZ
360 121,600.00 4
1641-1647 SALISHAN STREET SE 8.125 902.88 80
7.875 902.88 152,000.00
SALEM OR 97302 1 05/12/98 00
0430841734 05 07/01/98 0
981673 N 06/01/28
0
1745477 638/G02 F 126,000.00 ZZ
360 125,917.57 1
13836 BIRKHALL AVENUE 8.125 935.55 90
7.875 935.55 140,000.00
BELLFLOWER CA 90706 2 04/20/98 10
0430819896 05 06/01/98 25
8726847 O 05/01/28
0
1745487 638/G02 F 148,300.00 ZZ
360 148,212.45 3
1065, 1067 AND 1069 WEST 9TH 8.625 1,153.46 90
STREET 8.375 1,153.46 165,000.00
POMONA CA 91766 1 04/10/98 10
0430826230 05 06/01/98 25
8723851 N 05/01/28
0
1745517 E22/G02 F 77,250.00 ZZ
360 77,250.00 1
1
3800 GALT OCEAN DRIVE 8.750 607.73 75
UNIT # 1208 8.500 607.73 103,000.00
FT. LAUDERDALE FL 33308 1 05/15/98 00
0410730196 06 07/01/98 0
410730196 N 06/01/28
0
1745549 830/G02 F 396,000.00 ZZ
360 396,000.00 1
11351 DONA TERESA DRIVE 7.625 2,802.86 80
7.375 2,802.86 495,000.00
STUDIO CITY CA 91604 5 05/07/98 00
0430810879 05 07/01/98 0
536934 O 06/01/28
0
1745591 654/G02 F 58,500.00 ZZ
360 58,500.00 1
5168 SHENANDOAH STREET #3 8.000 429.25 75
7.750 429.25 78,000.00
VENTURA CA 93003 1 05/07/98 00
0430805945 05 07/01/98 0
71001620 O 06/01/28
0
1745593 654/G02 F 58,500.00 ZZ
360 58,500.00 1
1137 SARATOGA AVENUE 8.000 429.25 75
7.750 429.25 78,000.00
VENTURA CA 93003 1 05/04/98 00
0430805796 01 07/01/98 0
71001613 O 06/01/28
0
1745606 637/G02 F 117,000.00 ZZ
360 116,929.12 1
538, 540, 542 NORTH HALL 8.500 899.63 85
8.250 899.63 138,000.00
MESA AZ 85203 2 04/13/98 11
0430817130 05 06/01/98 20
8486284 O 05/01/28
0
1745611 637/G02 F 53,320.00 ZZ
360 53,229.65 1
2200 02 LYNDALE AVE N 8.875 424.24 80
8.625 424.24 66,650.00
MINNEAPOLIS MN 55411 1 03/06/98 00
0430814400 05 04/01/98 0
1
8550220 O 03/01/28
0
1745614 637/G02 F 70,200.00 ZZ
360 70,159.61 1
4533 4535 19TH CIRCLE W 8.750 552.27 90
8.500 552.27 78,000.00
BRADENTON FL 34207 1 04/21/98 11
0430823435 05 06/01/98 25
10402444 O 05/01/28
0
1745615 637/G02 F 96,000.00 ZZ
360 95,938.78 1
13542 AVISTA DRIVE 8.250 721.22 80
8.000 721.22 120,000.00
TAMPA FL 33624 1 04/15/98 00
0430823641 05 06/01/98 0
12088191 O 05/01/28
0
1745620 664/G02 F 58,500.00 ZZ
360 58,500.00 4
211 WEST VINE STREET 8.750 460.22 90
8.500 460.22 65,000.00
CHAMPAIGN IL 61820 1 05/13/98 11
0430809343 05 07/01/98 25
2551729 N 06/01/28
0
1745635 A46/G02 F 83,000.00 ZZ
360 83,000.00 1
681 LISBON AVENUE SE 8.000 609.02 83
7.750 609.02 101,000.00
RIO RANCHO NM 87124 5 05/15/98 04
0430820696 05 07/01/98 12
UNKNOWN O 06/01/28
0
1745999 731/G02 F 64,845.00 ZZ
360 64,845.00 2
1280-82 CRYSTAL LAKE ROAD 8.875 515.94 90
8.625 515.94 72,050.00
COLLEGE PARK GA 30349 1 05/12/98 01
0430815225 05 07/01/98 25
3140667555 N 06/01/28
0
1
1746002 731/G02 F 87,000.00 ZZ
360 87,000.00 1
745 NORTH GOVERNMENT WAY 7.875 630.81 73
7.625 630.81 120,000.00
COEUR D'ALENE ID 83814 2 05/11/98 00
0430827535 05 07/01/98 0
240335590 O 06/01/28
0
1746017 664/G02 F 360,000.00 ZZ
360 360,000.00 1
4372 E BELLELLEN WAY 7.750 2,579.09 80
7.500 2,579.09 450,000.00
LANGLEY WA 98260 5 05/07/98 00
0430817015 03 07/01/98 0
2524981 O 06/01/28
0
1746023 664/G02 F 257,000.00 ZZ
360 257,000.00 1
1325 URANIA AVENUE 7.500 1,796.99 76
7.250 1,796.99 340,000.00
ENCINITAS CA 92024 5 05/03/98 00
0430820548 05 07/01/98 0
2569200 O 06/01/28
0
1746089 L38/G02 F 198,000.00 ZZ
360 198,000.00 1
17 CONOVER AVENUE 8.750 1,557.67 78
8.500 1,557.67 255,000.00
NUTLEY NJ 07110 2 05/08/98 00
0430807685 05 07/01/98 0
0068 N 06/01/28
0
1746109 737/G02 F 175,000.00 ZZ
360 175,000.00 1
1804 E VILLA PARK 8.250 1,314.72 78
8.000 1,314.72 225,000.00
ST HIGLEY AZ 85236 2 05/12/98 00
0430822015 05 07/01/98 0
515333 O 06/01/28
0
1746204 676/676 F 190,000.00 ZZ
360 189,869.24 1
500 LUNALILO HOME ROAD 7.875 1,377.64 74
#11-B 7.625 1,377.64 257,000.00
1
HONOLULU HI 96825 1 04/27/98 00
8501298687 08 06/01/98 0
8501298687 O 05/01/28
0
1746245 H55/G02 F 110,000.00 ZZ
360 110,000.00 1
975 EASTHAM WAY 7.875 797.58 71
7.625 797.58 155,000.00
NAPLES FL 34104 2 05/12/98 00
0430828350 01 07/01/98 0
0011 O 06/01/28
0
1746314 721/G02 F 106,400.00 ZZ
360 106,400.00 2
830 LARPENTEUR AVENUE W 8.250 799.35 80
8.000 799.35 133,000.00
SAINT PAUL MN 55113 1 05/18/98 00
0430817049 05 07/01/98 0
7810056690 N 06/01/28
0
1746385 227/G02 F 111,400.00 ZZ
360 111,400.00 1
112 TAR HEEL DR 6.750 722.54 80
6.500 722.54 139,300.00
DELAWARE OH 43015 1 05/14/98 00
0430819912 05 07/01/98 0
1805392 O 06/01/28
0
1746390 F96/G02 F 260,000.00 ZZ
360 260,000.00 1
29 COLONIAL TERRACE 7.750 1,862.67 85
7.500 1,862.67 306,000.00
COLTS NECK TOWN NJ 07722 5 05/15/98 01
0430805150 05 07/01/98 12
2590 O 06/01/28
0
1746407 E22/G02 F 288,000.00 ZZ
360 288,000.00 1
22383 CASS AVE 7.750 2,063.27 80
WOODLAND HILLS AREA 7.500 2,063.27 360,000.00
LOS ANGELES CA 91364 5 05/14/98 00
0410835243 05 07/01/98 0
410835243 O 06/01/28
0
1
1746412 E22/G02 F 237,000.00 ZZ
360 237,000.00 1
75490 PAINTED DESERT DRIVE 8.125 1,759.72 65
7.875 1,759.72 367,000.00
INDIAN WELLS CA 92210 2 05/14/98 00
0410861488 03 07/01/98 0
410861488 N 06/01/28
0
1746437 E22/G02 F 325,700.00 ZZ
360 325,700.00 1
3745 NORTH MCCALL AVENUE 7.500 2,277.34 69
7.250 2,277.34 475,000.00
SANGER CA 93657 5 04/29/98 00
0410798292 05 07/01/98 0
410798292 O 06/01/28
0
1746442 E22/G02 F 119,600.00 ZZ
360 119,600.00 1
2280 HELEN AVENUE 8.125 888.03 80
7.875 888.03 149,500.00
SO.LAKE TAHOE CA 96150 1 05/08/98 00
0410849509 05 07/01/98 0
410849509 O 06/01/28
0
1746443 E22/G02 F 124,400.00 ZZ
360 124,400.00 1
516 NORTH H STREET 7.750 891.22 80
7.500 891.22 155,500.00
OXNARD CA 93030 1 05/13/98 00
0410865091 05 07/01/98 0
410865091 O 06/01/28
0
1746461 E22/G02 F 585,000.00 ZZ
360 585,000.00 1
9455 ELK RIDGE SOUTH 8.000 4,292.52 75
7.750 4,292.52 780,000.00
DIVIDE CO 80814 2 05/14/98 00
0410792774 03 07/01/98 0
410792774 O 06/01/28
0
1746472 E22/G02 F 197,600.00 ZZ
360 197,600.00 1
1
4527 SHADEWAY ROAD 7.625 1,398.60 80
7.375 1,398.60 247,000.00
LAKEWOOD CA 90713 1 05/12/98 00
0410847818 05 07/01/98 0
410847818 O 06/01/28
0
1746474 E22/G02 F 90,400.00 ZZ
360 90,400.00 1
7907 EAST AUGUSTA AVENUE 7.750 647.64 80
7.500 647.64 113,000.00
SPOKANE WA 99212 5 05/01/98 00
0410832422 05 07/01/98 0
410832422 O 06/01/28
0
1746475 B35/G02 F 60,300.00 ZZ
360 60,300.00 2
1011 PRESTON AVENUE 8.500 463.66 90
8.250 463.66 67,000.00
CHARLOTTESVILLE VA 22903 1 05/05/98 01
0430817312 05 07/01/98 30
98001134 N 06/01/28
0
1746477 E22/G02 F 171,700.00 ZZ
360 171,700.00 1
2758 SUSSEX DRIVE 8.000 1,259.87 85
7.750 1,259.87 202,000.00
SAN JOSE CA 95127 5 05/08/98 04
0410793533 05 07/01/98 12
410793533 O 06/01/28
0
1746483 E22/G02 F 77,450.00 ZZ
360 77,450.00 1
RT 4 BOX 2134 7.500 541.54 75
7.250 541.54 104,500.00
HEREFORD TX 79045 1 05/12/98 00
0410612121 05 07/01/98 0
410612121 O 06/01/28
0
1746528 637/G02 F 162,000.00 ZZ
360 161,885.66 1
1912 NE 116TH PLACE 7.750 1,160.59 77
7.500 1,160.59 212,000.00
PORTLAND OR 97220 5 04/20/98 00
0430822825 05 06/01/98 0
1
10209567 O 05/01/28
0
1746540 637/G02 F 308,000.00 ZZ
360 307,798.52 1
3879 CIARLO LANE 8.125 2,286.90 80
7.875 2,286.90 385,000.00
VACAVILLE CA 95688 5 04/17/98 00
0430828517 05 06/01/98 0
11131836 O 05/01/28
0
1746548 E22/G02 F 124,800.00 ZZ
360 124,800.00 1
8776 LAMBAY WAY 8.125 926.64 80
7.875 926.64 156,000.00
SACRAMENTO CA 95828 2 05/05/98 00
0410841357 05 07/01/98 0
410841357 O 06/01/28
0
1746550 E22/G02 F 134,400.00 ZZ
360 134,312.08 1
2125 MADRESELVA WAY 8.125 997.92 80
7.875 997.92 168,000.00
SAN DIEGO CA 92154 2 04/29/98 00
0410813083 05 06/01/98 0
410813083 O 05/01/28
0
1746551 637/G02 F 269,200.00 ZZ
360 269,023.90 1
5445 MANTECA CIRCLE 8.125 1,998.81 80
7.875 1,998.81 340,000.00
LAS VEGAS NV 89118 5 04/23/98 00
0430821462 05 06/01/98 0
8940348 O 05/01/28
0
1746557 637/G02 F 134,900.00 ZZ
360 134,813.98 1
1187 CHESSINGTON CIRCLE 8.250 1,013.46 90
8.000 1,013.46 149,900.00
HEATHROW FL 32746 1 04/24/98 12
0430822569 03 06/01/98 25
8746083 O 05/01/28
0
1
1746562 E22/G02 F 53,100.00 ZZ
360 53,100.00 1
7633 CAMBRIDGE 8.000 389.63 90
7.750 389.63 59,000.00
HOUSTON TX 77054 1 05/15/98 10
0410861165 01 07/01/98 25
410861165 O 06/01/28
0
1746566 637/G02 F 70,000.00 ZZ
360 69,955.36 1
19503 NORTH 76TH DRIVE 8.250 525.89 74
8.000 525.89 95,500.00
GLENDALE AZ 85308 2 04/23/98 00
0430821330 05 06/01/98 0
11136927 O 05/01/28
0
1746567 E22/G02 F 80,000.00 ZZ
360 80,000.00 1
75 N.W. 209TH STREET 8.500 615.13 64
8.250 615.13 125,000.00
MIAMI FL 33169 5 05/08/98 00
0410854079 05 07/01/98 0
410854079 O 06/01/28
0
1746570 E22/G02 F 160,000.00 ZZ
360 160,000.00 1
58 VISTA LINDA ROAD 7.750 1,146.26 62
7.500 1,146.26 262,000.00
RANCHOS DE TAOS NM 87557 5 05/11/98 00
0410820708 05 07/01/98 0
410820708 O 06/01/28
0
1746573 637/G02 F 552,000.00 ZZ
360 551,620.11 1
1118 EAST POPPY HILLS DRIVE 7.875 4,002.39 48
7.625 4,002.39 1,170,000.00
FRESNO CA 93720 2 04/01/98 00
0430811406 05 06/01/98 0
8635138 O 05/01/28
0
1746580 637/G02 F 40,500.00 ZZ
360 40,472.12 1
1875 HEARNE COURT 7.875 293.66 75
7.625 293.66 54,000.00
1
KINGMAN AZ 86401 1 04/22/98 00
0430822726 05 06/01/98 0
8772097 O 05/01/28
0
1746592 E22/G02 F 185,000.00 ZZ
360 185,000.00 1
520 SAN JUAN DRIVE 7.875 1,341.38 60
7.625 1,341.38 312,000.00
CORAL GABLES FL 33143 5 05/06/98 00
0410795629 05 07/01/98 0
410795629 O 06/01/28
0
1746594 E22/G02 F 93,500.00 ZZ
360 93,500.00 1
16805 SW 108TH COURT 8.250 702.43 85
8.000 702.43 110,000.00
MIAMI FL 33157 5 05/11/98 04
0410848824 05 07/01/98 12
410848824 O 06/01/28
0
1746597 E22/G02 F 70,000.00 ZZ
360 70,000.00 1
323 BRYN MAWR DRIVE 7.625 495.46 80
7.375 495.46 87,550.00
SAN ANTONIO TX 78209 1 05/13/98 00
0410866180 05 07/01/98 0
410866180 O 06/01/28
0
1746599 E22/G02 F 94,000.00 ZZ
360 94,000.00 1
5 CRABAPPLE LANE 8.000 689.74 80
7.750 689.74 117,500.00
FOLEY AL 36535 2 05/07/98 00
0410845952 05 07/01/98 0
410845952 O 06/01/28
0
1746601 E22/G02 F 61,450.00 ZZ
360 61,415.55 2
221 NORTH JUPITER AVENUE 8.875 488.92 90
8.625 488.92 68,300.00
CLEARWATER FL 33755 1 05/07/98 04
0410850119 05 06/01/98 25
410850119 N 05/01/28
0
1
1746615 E22/G02 F 213,000.00 ZZ
360 213,000.00 1
1607 WEST RIVER WILLOW DRIVE 8.000 1,562.92 75
7.750 1,562.92 284,000.00
RIVERTON UT 84065 5 05/01/98 00
0410829444 05 07/01/98 0
410829444 O 06/01/28
0
1746621 E22/G02 F 49,500.00 ZZ
360 49,500.00 2
4262 WILLIAMSON PLACE 9.250 407.22 90
9.000 407.22 55,000.00
CINCINNATI OH 45223 1 05/08/98 04
0410853824 05 07/01/98 25
410853824 N 06/01/28
0
1746632 E22/G02 F 116,250.00 ZZ
360 116,250.00 1
55978 EAST COUNTY ROAD 46 8.250 873.35 75
8.000 873.35 155,000.00
STRASBURG CO 80136 5 05/06/98 00
0410844237 05 07/01/98 0
410844237 O 06/01/28
0
1746635 E22/G02 F 165,000.00 ZZ
360 165,000.00 1
4 GOVERNOR KEY 8.125 1,225.12 64
7.875 1,225.12 258,000.00
COLTS NECK NJ 07722 5 05/08/98 00
0410829535 03 07/01/98 0
410829535 O 06/01/28
0
1746639 E22/G02 F 66,000.00 ZZ
360 66,000.00 1
14110 SUSANCREST DRIVE 8.250 495.84 80
8.000 495.84 82,501.00
SAN ANTONIO TX 78232 1 05/05/98 00
0410810550 05 07/01/98 0
410810550 O 06/01/28
0
1746645 E22/G02 F 100,000.00 ZZ
360 100,000.00 3
1
1184 HOMESIDE 9.000 804.62 80
8.750 804.62 125,000.00
CINCINNATI OH 45224 1 05/08/98 00
0410828396 05 07/01/98 0
410828396 N 06/01/28
0
1746656 950/G02 F 81,900.00 ZZ
360 81,847.77 1
12075 SW KING RICHARD DRIVE 8.250 615.29 68
8.000 615.29 121,900.00
KING CITY OR 97224 3 04/22/98 00
0430821694 03 06/01/98 0
HT3309813 N 05/01/28
0
1746838 A78/G02 F 200,000.00 ZZ
360 199,847.81 1
2691 56TH AVENUE 7.375 1,381.36 69
7.125 1,381.36 290,000.00
GREELEY CO 80634 1 04/14/98 00
0430822205 05 06/01/98 0
010054786 O 05/01/28
0
1746960 A78/G02 F 167,800.00 ZZ
360 167,562.37 1
13362 MARION STREET 7.750 1,202.14 80
7.500 1,202.14 210,000.00
THORNTON CO 80241 2 03/26/98 00
0430829226 03 05/01/98 0
010054143 O 04/01/28
0
1747278 664/G02 F 382,000.00 ZZ
360 382,000.00 1
12151 OTSEGO STREET 7.625 2,703.78 73
7.375 2,703.78 530,000.00
NORTH HOLLYWOOD CA 91607 2 05/06/98 00
0430819607 05 07/01/98 0
2556710 O 06/01/28
0
1747305 E22/G02 F 160,000.00 ZZ
360 160,000.00 1
2706 ST JAMES 8.125 1,188.00 80
7.875 1,188.00 200,000.00
ROLLING MEADOWS IL 60008 2 05/05/98 00
0410797443 05 07/01/98 0
1
410797443 O 06/01/28
0
1747311 E22/G02 F 152,000.00 ZZ
360 152,000.00 1
2759 BLACK SHOALS ROAD 8.000 1,115.32 80
7.750 1,115.32 190,000.00
CONYERS GA 30207 2 05/11/98 00
0410852396 05 07/01/98 0
410852396 O 06/01/28
0
1747315 A37/G02 F 107,100.00 ZZ
360 107,100.00 1
621 FOURTH STREET 8.750 842.56 90
8.500 842.56 119,000.00
LEMONT IL 60439 1 05/20/98 10
0430843839 05 07/01/98 25
98W117757 N 06/01/28
0
1747317 976/976 F 332,000.00 ZZ
360 331,227.53 3
2365-2367 BRYANT STREET 8.750 2,611.85 80
8.500 2,611.85 415,000.00
SAN FRANCISCO CA 94110 5 01/28/98 00
5178994 05 03/01/98 0
5178994 O 02/01/28
0
1747327 A37/G02 F 103,500.00 ZZ
360 103,500.00 1
209 GARFIELD 8.750 814.24 90
8.500 814.24 115,000.00
MUNDELEIN IL 60060 1 05/20/98 10
0430842914 05 07/01/98 25
98W85749 N 06/01/28
0
1747353 462/G02 F 89,550.00 ZZ
360 89,550.00 1
138 SE 2ND AVE 7.875 649.30 86
7.625 649.30 105,000.00
DANIA FL 33004 1 05/15/98 01
0430807784 05 07/01/98 25
5617006 N 06/01/28
0
1
1747379 180/G02 F 78,750.00 ZZ
360 78,703.51 1
3828 EAST SHAW BUTTE DRIVE 8.625 612.51 90
8.375 612.51 87,500.00
PHOENIX AZ 85028 1 04/27/98 01
0430824540 05 06/01/98 25
12626347 N 05/01/28
0
1747382 637/G02 F 134,900.00 ZZ
360 134,809.48 1
1313 CHESSINGTON CIRCLE 8.000 989.85 90
7.750 989.85 149,900.00
HEATHROW FL 32746 1 04/24/98 04
0430819128 05 06/01/98 25
10307510 O 05/01/28
0
1747436 966/G02 F 19,800.00 ZZ
360 19,788.61 1
12802 MIDWAY ROAD #1006 8.750 155.77 90
8.500 155.77 22,000.00
DALLAS TX 75244 1 05/01/98 14
0430803635 01 06/01/98 25
300060650 O 05/01/28
0
1747512 E22/G02 F 62,900.00 ZZ
360 62,900.00 1
395 OSWEGO 8.750 494.83 90
8.500 494.83 69,900.00
PARK FOREST IL 60466 1 05/07/98 04
0410828776 05 07/01/98 25
410828776 N 06/01/28
0
1747523 E22/G02 F 42,750.00 ZZ
360 42,750.00 1
1419 EAST ROBINSON STREET 9.000 343.98 90
8.750 343.98 47,500.00
NORMAN OK 73071 1 05/13/98 04
0410865711 05 07/01/98 25
410865711 N 06/01/28
0
1747526 637/G02 F 70,000.00 ZZ
360 69,946.73 1
6650 CHARDONNAY PLACE 7.375 483.48 46
7.125 483.48 155,000.00
1
PASO ROBLES CA 92446 1 04/22/98 00
0430826776 05 06/01/98 0
11143682 O 05/01/28
0
1747528 E22/G02 F 124,800.00 ZZ
360 124,800.00 1
2511 DIXIE WOOD DRIVE 7.875 904.89 80
7.625 904.89 156,007.00
PEARLAND TX 77581 1 05/11/98 00
0410613707 05 07/01/98 0
410613707 O 06/01/28
0
1747529 225/225 F 111,600.00 ZZ
360 111,600.00 1
2222 LOMBARD AVE 8.000 818.89 86
7.750 818.89 130,000.00
EVERETT WA 98201 1 05/04/98 10
7018554 05 07/01/98 25
7018554 O 06/01/28
0
1747533 E22/G02 F 317,200.00 ZZ
360 317,200.00 1
6417 ALLENTOWN ROAD 8.000 2,327.50 73
7.750 2,327.50 435,000.00
TEMPLE HILLS MD 20748 5 05/12/98 00
0410833727 05 07/01/98 0
410833727 O 06/01/28
0
1747548 E22/G02 F 174,750.00 ZZ
360 174,750.00 1
6025 N.W. 75TH COURT 8.625 1,359.19 75
8.375 1,359.19 233,000.00
PARKLAND FL 33067 1 05/14/98 00
0410843932 03 07/01/98 0
410843932 O 06/01/28
0
1747563 E22/G02 F 115,400.00 T
360 115,400.00 1
570 SW 92ND PASSAGE 8.500 887.33 70
8.250 887.33 164,900.00
MIAMI FL 33174 1 05/06/98 95
0410753206 03 07/01/98 0
410753206 O 06/01/28
0
1
1747671 F34/G02 F 39,600.00 ZZ
360 39,600.00 1
10905 SW 88 STREET #426 8.875 315.08 90
8.625 315.08 44,000.00
MIAMI FL 33176 1 05/05/98 10
0430807610 01 07/01/98 30
9800358 N 06/01/28
0
1747673 E22/G02 F 75,000.00 ZZ
360 75,000.00 4
1912 YALE 8.625 583.34 75
8.375 583.34 100,000.00
ST LOUIS MO 63143 2 05/14/98 00
0410828610 05 07/01/98 0
410828610 N 06/01/28
0
1747674 E22/G02 F 63,000.00 ZZ
360 63,000.00 1
98 EAST 600 SOUTH 8.125 467.77 90
7.875 467.77 70,000.00
OREM UT 84058 1 05/04/98 04
4100832208 01 07/01/98 25
410832208 O 06/01/28
0
1747675 E22/G02 F 124,000.00 ZZ
360 123,916.80 1
1408 FORRES AVENUE 8.000 909.87 80
7.750 909.87 155,000.00
ST JOSEPH MI 49085 1 05/05/98 00
0410848758 05 06/01/98 0
410848758 O 05/01/28
0
1747685 E22/G02 F 158,000.00 ZZ
360 157,899.25 1
11975 S. PINE 8.250 1,187.00 80
8.000 1,187.00 197,500.00
GUTHRIE OK 73044 1 05/01/98 00
0410830897 05 06/01/98 0
410830897 O 05/01/28
0
1747698 E22/G02 F 126,000.00 ZZ
360 126,000.00 1
1
36124 BEVERLY 8.250 946.60 80
8.000 946.60 157,500.00
STERLING HEIGHT MI 48310 1 05/13/98 00
0410854608 05 07/01/98 0
410854608 O 06/01/28
0
1747708 E22/G02 F 61,600.00 T
360 61,600.00 1
14690 LAGUNA BEACH CIRCLE 8.500 473.65 80
8.250 473.65 77,000.00
ORLANDO FL 32824 1 05/05/98 95
0410845234 09 07/01/98 0
410845234 O 06/01/28
0
1747710 E22/G02 F 100,000.00 ZZ
360 100,000.00 3
1188 HOMESIDE AVENUE 9.000 804.62 80
8.750 804.62 125,000.00
CINCINNATI OH 45224 1 05/08/98 00
0410828420 05 07/01/98 0
410828420 N 06/01/28
0
1747711 E22/G02 F 40,450.00 ZZ
360 40,450.00 1
2300 OLD SPANISH TRAIL #1130 8.750 318.22 92
8.500 318.22 44,000.00
HOUSTON TX 77054 1 05/08/98 10
0410848618 01 07/01/98 30
410848618 O 06/01/28
0
1747712 E22/G02 F 120,000.00 ZZ
360 120,000.00 4
11013 A-D TOWNER NE 8.625 933.35 75
8.375 933.35 160,000.00
ALBUQUERQUE NM 87112 1 05/18/98 00
0410832463 05 07/01/98 0
410832463 N 06/01/28
0
1747726 E22/G02 F 60,000.00 ZZ
360 60,000.00 1
916 HIBISCUS STREET 8.125 445.50 80
7.875 445.50 75,000.00
ATLANTIC BEACH FL 32233 2 05/08/98 00
0410831895 05 07/01/98 0
1
410831895 O 06/01/28
0
1747733 E22/G02 F 87,000.00 ZZ
360 87,000.00 1
23152 LENA STREET 8.000 638.38 80
7.750 638.38 109,000.00
MORENO VALLEY CA 92553 2 05/08/98 00
0410815609 05 07/01/98 0
410815609 N 06/01/28
0
1747739 E22/G02 F 150,000.00 ZZ
360 150,000.00 1
88895 HALE ROAD 7.875 1,087.60 70
7.625 1,087.60 215,000.00
NOTI OR 97461 5 05/05/98 00
0410750723 05 07/01/98 0
410750723 O 06/01/28
0
1747740 E22/G02 F 200,000.00 ZZ
360 200,000.00 1
1051 YERBA BUENA 7.875 1,450.14 80
7.625 1,450.14 250,000.00
SAN JOSE CA 95121 2 05/12/98 00
0410782544 05 07/01/98 0
410782544 O 06/01/28
0
1747750 E22/G02 F 137,600.00 ZZ
360 137,600.00 1
2951 CALIFORNIA STREET 7.750 985.78 80
7.500 985.78 172,000.00
BERKELEY CA 94703 1 05/14/98 00
0410846414 05 07/01/98 0
410846414 O 06/01/28
0
1747752 E22/G02 F 200,000.00 ZZ
360 200,000.00 1
354 WEST CEDAR AVENUE 7.500 1,398.43 80
7.250 1,398.43 250,000.00
BURBANK CA 91506 2 05/12/98 00
0410848048 05 07/01/98 0
410848048 O 06/01/28
0
1
1747759 E22/G02 F 160,000.00 ZZ
360 160,000.00 1
1228 SOUTH WILSON DRIVE 7.750 1,146.26 80
7.500 1,146.26 200,000.00
WEST COVINA CA 91791 1 05/15/98 00
0410829725 05 07/01/98 0
410829725 O 06/01/28
0
1747764 E22/G02 F 113,000.00 ZZ
360 113,000.00 1
21310 DODD BLVD 7.750 809.55 59
7.500 809.55 192,000.00
LAKEVILLE MN 55044 2 05/14/98 00
0410835045 05 07/01/98 0
410835045 O 06/01/28
0
1747774 E22/G02 F 136,500.00 ZZ
360 136,500.00 1
2703 BARNEY CREEK ROAD 8.000 1,001.59 70
7.750 1,001.59 195,000.00
PLACERVILLE CA 95667 5 04/30/98 00
0410794390 05 07/01/98 0
410794390 O 06/01/28
0
1747776 E22/G02 F 124,000.00 ZZ
360 124,000.00 1
2828 CANTERBURY CIRCLE 7.625 877.66 80
7.375 877.66 155,000.00
EL DORADO HILLS CA 95762 1 04/29/98 00
0410746945 05 07/01/98 0
410746945 O 06/01/28
0
1747784 E22/G02 F 64,250.00 ZZ
360 64,250.00 4
2945 NORTH CRESTLINE STREET 7.875 465.86 78
7.625 465.86 82,500.00
SPOKANE WA 99207 1 05/01/98 00
0410829246 05 07/01/98 0
410829246 N 06/01/28
0
1747786 E22/G02 F 72,900.00 ZZ
360 72,900.00 1
7944 MIRAMAR BOULEVARD 8.750 573.50 90
8.500 573.50 81,000.00
1
MIRAMAR FL 33023 1 05/12/98 04
0410841431 05 07/01/98 25
410841431 N 06/01/28
0
1747788 E22/G02 F 91,000.00 ZZ
360 91,000.00 1
2521 BEACH CT 8.625 707.79 80
8.375 707.79 115,000.00
GOLDEN CO 80401 1 05/11/98 00
0410834956 05 07/01/98 0
410834956 N 06/01/28
0
1747804 E22/G02 F 65,700.00 ZZ
360 65,663.17 1
107 DRAPER 8.875 522.74 90
8.625 522.74 73,000.00
WATERFORD MI 48328 1 04/06/98 10
0410772487 05 06/01/98 25
410772487 N 05/01/28
0
1747806 498/G02 F 150,000.00 ZZ
360 150,000.00 4
1179 NATCHEZ TRACE RD 8.625 1,166.69 80
8.375 1,166.69 188,000.00
MARIETTA GA 30060 2 05/20/98 00
0430824565 05 07/01/98 0
1537207 N 06/01/28
0
1747829 H55/G02 F 245,000.00 ZZ
360 245,000.00 1
811 BLUE BONNET COURT 8.750 1,927.42 63
8.500 1,927.42 395,000.00
MARCO ISLAND FL 33937 2 05/21/98 00
0430822528 05 07/01/98 0
026586 N 06/01/28
0
1747878 B28/G02 F 147,200.00 ZZ
360 147,200.00 1
4980 POLE PLANT DRIVE 8.125 1,092.96 80
7.875 1,092.96 184,000.00
COLORADO SPRING CO 80918 4 05/01/98 00
0430817080 03 07/01/98 0
05980515 O 06/01/28
0
1
1748217 731/G02 F 183,500.00 ZZ
360 183,500.00 1
24751 VIA ALVORADO 7.500 1,283.06 65
7.250 1,283.06 286,000.00
MISSION VIEJO CA 92692 5 05/04/98 00
0430816041 03 07/01/98 0
411511787 O 06/01/28
0
1748308 A14/G02 F 167,550.00 ZZ
360 167,550.00 1
12613 W 121ST TERRACE 8.375 1,273.51 90
8.125 1,273.51 186,250.00
OVERLAND PARK KS 66213 1 05/15/98 04
0430839506 03 07/01/98 25
109492 N 06/01/28
0
1748312 A14/G02 F 175,500.00 ZZ
360 175,500.00 1
409-4411 HIGHLAND LANE 8.750 1,380.66 90
8.500 1,380.66 195,000.00
BLUE SPRINGS MO 64014 1 05/20/98 01
0430816769 05 07/01/98 25
109352 N 06/01/28
0
1748326 E23/G02 F 186,000.00 ZZ
360 186,000.00 1
363 NORTH CANYON BOULEVARD 7.875 1,348.63 80
7.625 1,348.63 232,500.00
MONROVIA CA 91016 1 05/14/98 00
0430822254 05 07/01/98 0
50503097 O 06/01/28
0
1748330 E26/G02 F 42,075.00 ZZ
360 42,075.00 1
1169 GRACE DRIVE 8.500 323.53 90
8.250 323.53 46,750.00
FOREST PARK GA 30297 1 05/15/98 01
0430811653 05 07/01/98 25
33800545 N 06/01/28
0
1748336 E45/E45 F 92,000.00 ZZ
360 91,944.27 1
1
4783 PARNELL DRIVE 8.500 707.40 80
8.250 707.40 115,000.00
SARASOTA FL 34232 1 04/29/98 00
39375 05 06/01/98 0
39375 O 05/01/28
0
1748350 664/G02 F 187,000.00 ZZ
360 187,000.00 1
8141 VISTA DRIVE 8.750 1,471.13 74
8.500 1,471.13 254,000.00
LA MESA CA 91941 2 05/04/98 00
0430819623 05 07/01/98 0
2533420 O 06/01/28
0
1748358 E45/G02 F 58,800.00 ZZ
360 58,762.51 2
55 MAPLE LANE 8.250 441.74 80
8.000 441.74 73,500.00
LAKE CITY FL 32055 1 04/22/98 00
0430810721 05 06/01/98 0
38940 N 05/01/28
0
1748372 E45/G02 F 38,800.00 ZZ
360 38,775.88 1
2335 BAHIA VISTA STREET 8.375 294.91 80
8.125 294.91 48,500.00
SARASOTA FL 34239 1 04/30/98 00
0430819045 05 06/01/98 0
39019 O 05/01/28
0
1748385 225/225 F 124,000.00 ZZ
360 124,000.00 1
10 CLEARVIEW STREET 8.000 909.87 80
7.750 909.87 155,000.00
GRANITE FALLS NC 28630 1 05/15/98 00
7019552 05 07/01/98 0
7019552 O 06/01/28
0
1748387 225/225 F 72,000.00 ZZ
360 72,000.00 1
7212 SPAATZ AVENUE 8.375 547.26 90
8.125 547.26 80,000.00
WONDER LAKE IL 60097 1 05/15/98 12
7020699 05 07/01/98 25
1
7020699 N 06/01/28
0
1748392 225/225 F 21,600.00 ZZ
360 21,600.00 3
1326 COLTON STREET 8.625 168.01 90
8.375 168.01 24,000.00
TOLEDO OH 43609 1 05/14/98 04
7019958 05 07/01/98 25
7019958 N 06/01/28
0
1748409 E22/G02 F 116,250.00 ZZ
360 116,250.00 1
256 LYNDALE AVENUE 8.500 893.86 75
8.250 893.86 155,000.00
SAN JOSE CA 95127 1 05/13/98 00
0410762462 05 07/01/98 0
410762462 N 06/01/28
0
1748412 E22/G02 F 160,000.00 ZZ
360 160,000.00 3
1532, 1534 & 1536 SHEPARD COUR 8.250 1,202.03 62
8.000 1,202.03 259,000.00
SANTA ROSA CA 95405 1 05/07/98 00
0410852511 05 07/01/98 0
410852511 N 06/01/28
0
1748420 E45/G02 F 33,500.00 ZZ
360 33,500.00 1
8500 SW 109TH PLACE 8.250 251.67 80
8.000 251.67 41,900.00
OCALA FL 34481 1 05/15/98 00
0430810564 03 07/01/98 0
38419 O 06/01/28
0
1748422 E22/G02 F 220,800.00 ZZ
360 220,800.00 1
2883 CALLE HERALDO 7.250 1,506.25 80
7.000 1,506.25 276,000.00
SAN CLEMENTE CA 92673 1 05/19/98 00
0410866024 03 07/01/98 0
410866024 O 06/01/28
0
1
1748460 721/G02 F 62,100.00 ZZ
360 62,100.00 1
6457 PIERCE STREET 8.375 472.01 90
8.125 472.01 69,000.00
OMAHA NE 68106 1 05/08/98 10
0430818880 05 07/01/98 25
7810057821 N 06/01/28
0
1748611 B57/G02 F 477,000.00 ZZ
360 477,000.00 1
4142 VANETTA PLACE 8.500 3,667.72 66
STUDIO CITY AREA 8.250 3,667.72 725,000.00
LOS ANGELES CA 91604 5 05/19/98 00
0430815233 05 07/01/98 0
9810701 O 06/01/28
0
1748619 K72/G02 F 305,000.00 ZZ
360 305,000.00 1
28 MAIN DRIVE 7.875 2,211.47 59
7.625 2,211.47 525,000.00
SAN RAFAEL CA 94901 5 05/12/98 00
0430826024 05 07/01/98 0
SAC542 O 06/01/28
0
1748621 940/G02 F 49,500.00 ZZ
360 49,500.00 1
1321 WEST KETTERING STREET 8.500 380.62 90
8.250 380.62 55,000.00
LANCASTER CA 93535 1 05/15/98 01
0430823591 05 07/01/98 25
15410 N 06/01/28
0
1748625 573/G02 F 89,950.00 ZZ
360 89,950.00 1
6856 NORTH SKY STREET 7.750 644.42 70
7.500 644.42 128,500.00
PORTLAND OR 97203 5 05/14/98 00
0430816736 05 07/01/98 0
132405 N 06/01/28
0
1748630 957/G02 F 86,700.00 ZZ
360 86,700.00 1
1120 BRITTANY PLACE 8.125 643.75 70
7.875 643.75 124,000.00
1
LEWISVILLE TX 75067 1 05/07/98 00
0430817700 05 07/01/98 0
0274959 O 06/01/28
0
1748639 664/G02 F 166,700.00 ZZ
360 166,700.00 1
28155 NE BELL ROAD 7.375 1,151.36 58
7.125 1,151.36 287,500.00
NEWBERG OR 97132 2 05/06/98 00
0430815621 05 07/01/98 0
2507739 O 06/01/28
0
1748653 G97/G02 F 68,800.00 ZZ
360 68,800.00 1
419 SW 304TH STREET 8.250 516.87 71
8.000 516.87 98,000.00
FEDERAL WAY WA 98023 1 05/14/98 00
0430816991 05 07/01/98 0
13679 O 06/01/28
0
1748672 560/560 F 225,000.00 ZZ
360 224,845.15 1
6608 W JUDY AVENUE 7.875 1,631.41 75
7.625 1,631.41 300,000.00
VISALIA CA 93277 2 04/27/98 00
489080507 05 06/01/98 0
489080507 O 05/01/28
0
1748676 560/560 F 128,000.00 ZZ
360 127,909.66 1
2432 NW 97 LANE 7.750 917.01 80
7.500 917.01 160,000.00
CORAL SPRINGS FL 33065 1 04/10/98 00
490315702 03 06/01/98 0
490315702 O 05/01/28
0
1748677 560/560 F 132,200.00 ZZ
360 132,111.29 1
438 DEUCE DRIVE 8.000 970.04 90
7.750 970.04 146,900.00
WALL NJ 07719 1 04/06/98 04
490456605 01 06/01/98 25
490456605 N 05/01/28
0
1
1748679 560/560 F 500,000.00 ZZ
360 499,655.90 1
1205 HOYTE LANE 7.875 3,625.35 72
7.625 3,625.35 700,000.00
JACKSON WY 83001 2 04/21/98 00
491324109 05 06/01/98 0
491324109 O 05/01/28
0
1748705 560/560 F 187,500.00 ZZ
360 187,500.00 1
271 IDAHO STREET 7.875 1,359.51 75
7.625 1,359.51 250,000.00
PARAMUS NJ 07652 1 05/19/98 00
493078901 05 07/01/98 0
493078901 O 06/01/28
0
1748706 560/560 F 103,500.00 ZZ
360 103,383.68 3
21 ASH ST 8.000 759.45 90
7.750 759.45 115,000.00
MANCHESTER NH 03104 1 04/06/98 21
493097208 05 06/01/98 25
493097208 N 05/01/28
0
1748709 560/560 F 126,000.00 ZZ
360 125,919.65 4
366 W HOLLAND AVENUE 8.250 946.60 90
8.000 946.60 140,000.00
CLOVIS CA 93612 1 04/13/98 04
493115109 05 06/01/98 25
493115109 N 05/01/28
0
1748710 560/560 F 126,000.00 ZZ
360 125,919.65 4
378 W HOLLAND AVENUE 8.250 946.60 90
8.000 946.60 140,000.00
CLOVIS CA 93612 1 04/13/98 04
493115703 05 06/01/98 25
493115703 N 05/01/28
0
1748712 560/560 F 121,500.00 ZZ
360 121,420.52 4
1
349-363 SOUTH WEST STREET 8.125 902.14 90
7.875 902.14 135,000.00
TULARE CA 93274 1 04/06/98 04
493168009 05 06/01/98 25
493168009 N 05/01/28
0
1748718 560/560 F 108,000.00 ZZ
360 107,929.35 1
2436 AMHERST 8.125 801.90 90
7.875 801.90 120,000.00
FT COLLINS CO 80526 2 04/20/98 21
493245203 05 06/01/98 25
493245203 N 05/01/28
0
1748719 560/560 F 134,650.00 ZZ
360 134,502.98 1
7465 BELLA VISTA ROAD 7.500 941.50 74
7.250 941.50 184,000.00
ATASCADERO CA 93422 2 04/07/98 00
493294607 05 06/01/98 0
493294607 O 05/01/28
0
1748721 560/560 F 107,650.00 ZZ
360 107,575.91 2
7 -7 1/2 OAK STREET 7.875 780.54 70
7.625 780.54 155,000.00
MILLBURY MA 01527 2 04/21/98 00
493372106 05 06/01/98 0
493372106 N 05/01/28
0
1748729 560/560 F 315,000.00 T
360 314,788.64 1
610 W LIONSHEAD CIRCLE 205 8.000 2,311.36 75
7.750 2,311.36 420,000.00
VAIL CO 81657 5 05/01/98 00
493597801 01 06/01/98 0
493597801 O 05/01/28
0
1748741 560/560 F 350,000.00 ZZ
360 349,771.04 1
3925 BROOKLANE DRIVE 8.125 2,598.75 72
7.875 2,598.75 489,000.00
CORVALLIS OR 97333 1 04/06/98 00
493816607 05 06/01/98 0
1
493816607 O 05/01/28
0
1748751 560/560 F 148,000.00 ZZ
360 148,000.00 1
56 WINDSOR ROAD 7.875 1,073.11 72
7.625 1,073.11 208,000.00
STAMFORD CT 06905 1 05/01/98 00
494075906 05 07/01/98 0
494075906 O 06/01/28
0
1748753 560/560 F 142,200.00 ZZ
360 142,200.00 4
52 WALES STREET 8.000 1,043.42 90
7.750 1,043.42 158,000.00
TAUNTON MA 02780 1 05/15/98 04
494175102 05 07/01/98 25
494175102 N 06/01/28
0
1748754 560/560 F 112,400.00 ZZ
360 112,400.00 1
2586 GENES 8.000 824.76 90
7.750 824.76 124,900.00
AUBURN HILLS MI 48326 1 05/11/98 04
494217102 05 07/01/98 25
494217102 N 06/01/28
0
1748756 560/560 F 136,150.00 ZZ
360 136,150.00 1
2544 CITRUS GARDEN CIRCLE 8.125 1,010.91 90
7.875 1,010.91 151,300.00
HENDERSON NV 89015 1 05/08/98 04
494287709 05 07/01/98 25
494287709 N 06/01/28
0
1748759 560/560 F 328,000.00 ZZ
360 328,000.00 1
3063 WILDRIDGE ROAD B 7.625 2,321.57 80
7.375 2,321.57 410,000.00
AVON CO 81620 1 05/01/98 00
494331606 05 07/01/98 0
494331606 O 06/01/28
0
1
1748761 560/560 F 207,400.00 ZZ
360 207,400.00 3
1598 HAWTHORNE PLACE 8.000 1,521.83 80
7.750 1,521.83 260,000.00
WELLINGTON FL 33414 2 05/07/98 00
494389208 05 07/01/98 0
494389208 O 06/01/28
0
1748820 765/G02 F 352,000.00 ZZ
360 352,000.00 1
3448 OCEAN DRIVE 7.750 2,521.78 80
7.500 2,521.78 440,000.00
OXNARD AREA CA 93035 2 05/13/98 00
0430826297 01 07/01/98 0
333459 O 06/01/28
0
1748833 927/G02 F 111,150.00 ZZ
360 111,150.00 1
7729 EAST PORTLAND STREET 8.375 844.83 90
8.125 844.83 123,500.00
SCOTTSDALE AZ 85257 1 05/19/98 01
0430841148 05 07/01/98 25
372342 N 06/01/28
0
1748836 927/G02 F 333,000.00 ZZ
360 333,000.00 1
2950 COUNTY ROAD 400 7.875 2,414.49 60
7.625 2,414.49 560,000.00
PAGOSA SPRINGS CO 81147 2 05/13/98 00
0430829945 05 07/01/98 0
240606 O 06/01/28
0
1748840 927/G02 F 125,000.00 ZZ
360 125,000.00 1
1290 BODEGA DRIVE 7.500 874.02 75
7.250 874.02 166,973.00
SPARKS NV 89436 1 05/19/98 00
0430815548 05 07/01/98 0
356402 O 06/01/28
0
1748861 E11/G02 F 123,300.00 ZZ
360 123,300.00 1
2527 NW BUNKER LAKE BLVD 8.500 948.07 90
8.250 948.07 137,000.00
1
ANDOVER MN 55304 1 05/15/98 12
0430809558 05 07/01/98 25
0270381 O 06/01/28
0
1748865 E26/G02 F 204,000.00 ZZ
360 204,000.00 3
221 AVENIDA MONTEREY 7.875 1,479.15 80
7.625 1,479.15 255,000.00
SAN CLEMENTE CA 92672 1 05/18/98 00
0430815928 05 07/01/98 0
34800329 O 06/01/28
0
1748871 638/G02 F 106,400.00 ZZ
360 106,400.00 1
4686 ELIOT STREET 8.000 780.73 79
7.750 780.73 135,500.00
DENVER CO 80211 5 05/13/98 00
0430820050 05 07/01/98 0
8735090 O 06/01/28
0
1748874 638/G02 F 161,750.00 ZZ
360 161,632.93 1
26351 STRYKER STREET 7.625 1,144.86 71
7.375 1,144.86 230,000.00
HAYWARD CA 94545 5 04/29/98 00
0430820795 05 06/01/98 0
8734998 O 05/01/28
0
1748889 J83/G02 F 53,600.00 ZZ
360 53,600.00 1
ROUTE 3 BOX 384 CR 927 A 8.000 393.30 80
AKA 21ST ST 7.750 393.30 67,000.00
ALVIN TX 77511 1 05/13/98 00
0430815878 05 07/01/98 0
257394 O 06/01/28
0
1748894 E22/G02 F 133,600.00 ZZ
360 133,600.00 2
2520 AND 2522 ASPEN LANE 8.250 1,003.69 80
8.000 1,003.69 167,000.00
NAPA CA 94558 1 05/07/98 00
0410784870 05 07/01/98 0
410784870 O 06/01/28
0
1
1748895 E22/G02 F 217,500.00 ZZ
360 217,500.00 1
3600 NORTH LAKE BOULEVARD 7.875 1,577.03 75
UNIT #156 7.625 1,577.03 290,000.00
TAHOE CITY CA 96145 1 05/04/98 00
0410839740 01 07/01/98 0
410839740 N 06/01/28
0
1748922 225/225 F 30,600.00 ZZ
360 30,581.46 1
2303 WEST OLMOS DRIVE 8.500 235.29 90
8.250 235.29 34,000.00
SAN ANTONIO TX 78201 1 05/02/98 04
7019096 05 06/01/98 25
7019096 O 05/01/28
0
1748923 E22/G02 F 92,000.00 ZZ
360 92,000.00 1
1908 TUOLUMNE DRIVE 8.000 675.06 80
7.750 675.06 115,000.00
RENO NV 89523 5 05/07/98 00
0410834857 03 07/01/98 0
410834857 O 06/01/28
0
1748926 E22/G02 F 64,500.00 ZZ
360 64,500.00 1
4428 DANDELION COURT 7.875 467.67 55
7.625 467.67 117,971.00
SALIDA CA 95368 1 05/11/98 00
0410810659 05 07/01/98 0
410810659 N 06/01/28
0
1748927 E22/G02 F 93,600.00 ZZ
360 93,600.00 1
21716 146TH STREET EAST 7.500 654.46 80
7.250 654.46 117,000.00
SUMNER WA 98390 5 05/06/98 00
0410844476 27 07/01/98 0
410844476 O 06/01/28
0
1748932 E22/G02 F 102,950.00 ZZ
360 102,950.00 1
1
5601 40TH AVENUE SOUTHWEST 7.875 746.46 71
7.625 746.46 145,000.00
SEATTLE WA 98136 5 05/06/98 00
0410808570 05 07/01/98 0
410808570 O 06/01/28
0
1748934 E22/G02 F 170,900.00 ZZ
360 170,900.00 1
29590 SOUTHWEST JACKSON WAY 7.500 1,194.96 80
7.250 1,194.96 213,632.00
WILSONVILLE OR 97070 1 05/05/98 00
0410851273 05 07/01/98 0
410851273 O 06/01/28
0
1748942 E22/G02 F 389,500.00 ZZ
360 389,500.00 1
137 SOUTH MCINTYRE WAY 8.000 2,858.01 95
7.750 2,858.01 410,000.00
GOLDEN CO 80401 1 05/21/98 04
0410874465 05 07/01/98 30
410874465 O 06/01/28
0
1748954 E22/G02 F 140,000.00 ZZ
360 140,000.00 1
9018 116TH AVENUE NORTHEAST 7.500 978.90 80
7.250 978.90 175,000.00
KIRKLAND WA 98033 2 05/01/98 00
0410822464 05 07/01/98 0
410822464 O 06/01/28
0
1748960 E22/G02 F 190,500.00 ZZ
360 190,500.00 1
5805 OLD SACRAMENTO ROAD 7.875 1,381.26 75
7.625 1,381.26 254,000.00
PLYMOUTH CA 95669 5 05/07/98 00
0410820815 05 07/01/98 0
410820815 O 06/01/28
0
1748962 E22/G02 F 120,800.00 ZZ
360 120,800.00 1
10779 MARTIS DRIVE 7.750 865.43 80
7.500 865.43 151,000.00
TRUCKEE CA 96161 1 05/08/98 00
0410844187 05 07/01/98 0
1
410844187 O 06/01/28
0
1748966 B75/G02 F 216,500.00 ZZ
360 216,500.00 1
414 SPRINGDALE DRIVE 8.375 1,645.56 79
8.125 1,645.56 275,000.00
ATLANTA GA 30305 2 05/05/98 00
0430834424 05 07/01/98 0
7693088 N 06/01/28
0
1748981 E22/G02 F 221,600.00 ZZ
360 221,600.00 1
22975 FREDIANI WAY 7.625 1,568.47 80
7.375 1,568.47 277,000.00
TWAIN HARTE CA 95383 2 05/05/98 00
0410811731 05 07/01/98 0
410811731 O 06/01/28
0
1748984 638/G02 F 83,700.00 ZZ
360 83,700.00 1
26 CONNECTICUT MILLS AVENUE 8.375 636.18 90
8.125 636.18 93,000.00
KILLINGLY CT 06239 1 05/11/98 10
0430818872 05 07/01/98 25
8735451 N 06/01/28
0
1748987 K56/G02 F 98,720.00 ZZ
360 98,720.00 1
739 EAST 19TH 7.750 707.24 80
7.500 707.24 123,400.00
THE DALLES OR 97058 2 05/04/98 00
0430820142 05 07/01/98 0
0 O 06/01/28
0
1748990 E22/G02 F 188,000.00 ZZ
360 188,000.00 1
14581 SWISS LANE 7.750 1,346.86 80
7.500 1,346.86 235,000.00
TRUCKEE CA 96161 1 05/06/98 00
0410844070 03 07/01/98 0
410844070 O 06/01/28
0
1
1748994 E22/G02 F 156,000.00 ZZ
360 156,000.00 1
1717 SOUTHWEST LOBELIA STREET 8.250 1,171.98 80
8.000 1,171.98 195,000.00
PORTLAND OR 97219 1 05/08/98 00
0410817886 05 07/01/98 0
410817886 O 06/01/28
0
1749020 B75/G02 F 126,700.00 ZZ
360 126,621.25 1
1762 EIGHT STREET 8.375 963.01 73
8.125 963.01 175,000.00
ATLANTA GA 30341 2 05/05/98 00
0430830547 05 06/01/98 0
7693229 N 05/01/28
0
1749082 180/G02 F 95,850.00 ZZ
360 95,793.41 1
3941 LOS ROBLES DRIVE 8.625 745.51 90
8.375 745.51 106,500.00
PLANTO TX 75074 1 04/09/98 04
0430823997 05 06/01/98 25
12671525 N 05/01/28
0
1749117 B91/G02 F 180,000.00 ZZ
360 180,000.00 1
21921 CAMARGO 7.625 1,274.03 79
7.375 1,274.03 230,000.00
MISSION VIEJO CA 92691 2 05/19/98 00
0430821256 05 07/01/98 0
1000011012 O 06/01/28
0
1749127 664/G02 F 78,000.00 ZZ
360 78,000.00 1
1401 W WARNER AVE 2A 8.250 585.99 85
8.000 585.99 92,000.00
CHICAGO IL 60613 5 05/12/98 11
0430819953 01 07/01/98 12
2552222 O 06/01/28
0
1749141 B35/G02 F 40,500.00 ZZ
360 40,500.00 1
920 CHARTON AVENUE 8.500 311.41 90
8.250 311.41 45,000.00
1
CHARLOTTESVILLE VA 22903 1 05/18/98 01
0430818591 05 07/01/98 25
98001133 N 06/01/28
0
1749157 731/G02 F 148,000.00 ZZ
360 148,000.00 1
1029 E CHASE AVENUE 7.875 1,073.10 80
7.625 1,073.10 185,000.00
EL CAJON CA 92020 1 05/15/98 00
0430825794 05 07/01/98 0
613712360 O 06/01/28
0
1749166 B28/G02 F 46,300.00 ZZ
360 46,300.00 1
1270 MARION STREET 8.750 364.25 95
#109 8.500 364.25 48,750.00
DENVER CO 80218 1 05/27/98 10
0430824003 08 07/01/98 30
10980122 O 06/01/28
0
1749197 B75/G02 F 150,000.00 ZZ
360 150,000.00 1
2351 EAST 1700 SOUTH 8.500 1,153.37 89
8.250 1,153.37 169,900.00
SALT LAKE CITY UT 84108 1 05/05/98 01
0430843151 05 07/01/98 25
7538044 N 06/01/28
0
1749268 964/G02 F 275,000.00 ZZ
360 275,000.00 1
1525 SOUTH MORGAN ROAD 7.125 1,852.73 79
6.875 1,852.73 350,000.00
TURLOCK CA 95380 2 05/08/98 00
0430812412 05 07/01/98 0
35357 O 06/01/28
0
1749310 G51/G02 F 52,200.00 ZZ
360 52,200.00 1
109 HYDE PARK 8.875 415.33 90
8.625 415.33 58,000.00
LOCKPORT NY 14094 1 05/28/98 10
0430824086 05 07/01/98 30
0258483 N 06/01/28
0
1
1749327 E22/G02 F 149,000.00 ZZ
360 149,000.00 1
521 SE 14 ST 8.250 1,119.39 79
8.000 1,119.39 190,000.00
POMPANO BEACH FL 33060 2 05/08/98 00
0410854376 05 07/01/98 0
410854376 O 06/01/28
0
1749330 E22/G02 F 165,000.00 ZZ
360 164,883.54 1
4743 N KEYSTONE 7.750 1,182.08 85
7.500 1,182.08 195,000.00
CHICAGO IL 60630 5 05/01/98 04
0410829014 05 06/01/98 12
410829014 O 05/01/28
0
1749339 E22/G02 F 59,850.00 ZZ
360 59,850.00 2
1230-34 BUHRER AVE 9.125 486.96 95
8.875 486.96 63,000.00
CLEVELAND OH 44109 1 05/21/98 01
0410847099 05 07/01/98 30
410847099 O 06/01/28
0
1749343 E22/G02 F 67,200.00 ZZ
360 67,200.00 4
128 BYRON STREET 9.000 540.71 80
8.750 540.71 84,000.00
JEFFERSON LA 70121 1 05/15/98 00
0410877443 05 07/01/98 0
410877443 N 06/01/28
0
1749345 E22/G02 F 438,400.00 ZZ
360 438,400.00 1
3801 SW 126 AVENUE 7.875 3,178.70 80
7.625 3,178.70 548,000.00
MIRAMAR FL 33027 5 05/13/98 00
0410848972 05 07/01/98 0
410848972 O 06/01/28
0
1749352 E22/G02 F 76,000.00 ZZ
360 76,000.00 1
1
3564 NW 35TH STREET 7.625 537.92 80
7.375 537.92 95,000.00
LAUDERDALE LAKE FL 33309 2 05/07/98 00
0410847347 05 07/01/98 0
410847347 O 06/01/28
0
1749353 E22/G02 F 52,000.00 ZZ
360 52,000.00 1
1613 SAN ANTONIO LANE 7.750 372.53 66
7.500 372.53 79,500.00
GARLAND TX 75042 2 05/13/98 00
0410850275 05 07/01/98 0
410850275 N 06/01/28
0
1749355 E22/G02 F 107,200.00 ZZ
360 107,200.00 1
2448 BEL AIR CIRCLE 8.625 833.79 80
8.375 833.79 134,000.00
KISSIMMEE FL 34743 1 05/07/98 00
0410854129 05 07/01/98 0
410854129 N 06/01/28
0
1749356 E22/G02 F 76,800.00 ZZ
360 76,800.00 1
23091 ARBOR POINT DRIVE 8.000 563.53 80
7.750 563.53 96,000.00
SOUTH BEND IN 46628 1 05/15/98 00
0410862874 05 07/01/98 0
410862874 O 06/01/28
0
1749357 E22/G02 F 139,950.00 T
360 139,950.00 1
LOT 13 EAGLE CREST WAY 8.500 1,076.09 90
8.250 1,076.09 155,500.00
SEVIERVILLE TN 37876 1 05/13/98 04
0410846901 05 07/01/98 25
410846901 O 06/01/28
0
1749359 E22/G02 F 108,000.00 ZZ
360 108,000.00 1
20411 S.W. 84TH AVENUE 8.000 792.47 90
7.750 792.47 120,000.00
MIAMI FL 33189 1 05/11/98 04
0410821870 03 07/01/98 25
1
410821870 N 06/01/28
0
1749360 E22/G02 F 132,000.00 ZZ
360 132,000.00 1
5859 WOODVILLE ROAD 7.625 934.29 80
7.375 934.29 165,000.00
MT. AIRY MD 21771 2 05/08/98 00
0410860399 05 07/01/98 0
410860399 O 06/01/28
0
1749362 E22/G02 F 69,750.00 ZZ
360 69,750.00 1
1501 GREENTREE LANE 8.625 542.51 90
8.375 542.51 77,500.00
GARLAND TX 75042 1 05/13/98 04
0410854715 05 07/01/98 25
410854715 N 06/01/28
0
1749368 E22/G02 F 85,250.00 ZZ
360 85,250.00 4
4100 NORTWEST 30TH TERRACE 8.625 663.07 80
8.375 663.07 107,500.00
LAUDERDALE LAKE FL 33309 1 05/12/98 00
0410808901 05 07/01/98 0
410808901 O 06/01/28
0
1749369 E22/G02 F 48,800.00 ZZ
360 48,800.00 1
12008 BENNINGTON 7.750 349.61 80
7.500 349.61 61,000.00
GRANDVIEW MO 64030 1 05/14/98 00
0410836217 05 07/01/98 0
410836217 O 06/01/28
0
1749370 E22/G02 F 172,100.00 ZZ
360 172,100.00 4
3053 HIGHLAND AVENUE 8.500 1,323.30 75
8.250 1,323.30 229,500.00
BIRMINGHAM AL 35205 5 05/13/98 00
0410822746 05 07/01/98 0
410822746 O 06/01/28
0
1
1749371 E22/G02 F 208,000.00 ZZ
360 208,000.00 1
V ROAD 8.250 1,562.63 73
8.000 1,562.63 285,000.00
LINN CREEK MO 65057 2 05/14/98 00
0410834808 05 07/01/98 0
410834808 O 06/01/28
0
1749372 E22/G02 F 26,550.00 ZZ
360 26,550.00 1
126 PATTERSON 9.000 213.63 90
8.750 213.63 29,500.00
JOPLIN MO 64801 1 05/19/98 04
0410845960 05 07/01/98 25
410845960 N 06/01/28
0
1749373 E22/G02 F 199,500.00 ZZ
360 199,376.00 1
6100 BELLAIRE DR 8.375 1,516.34 75
8.125 1,516.34 266,000.00
NEW ORLEANS LA 70124 5 05/01/98 00
0410824429 05 06/01/98 0
410824429 O 05/01/28
0
1749375 E22/G02 F 216,000.00 ZZ
360 215,855.07 1
12808 CASTLEROCK COURT 8.000 1,584.93 80
7.750 1,584.93 270,000.00
OKLAHOMA CITY OK 73142 1 04/30/98 00
0410838403 05 06/01/98 0
410838403 O 05/01/28
0
1749376 E22/G02 F 70,200.00 ZZ
360 70,200.00 1
533 S. LOWELL BOULEVARD 8.250 527.39 90
8.000 527.39 78,000.00
DENVER CO 80219 1 05/07/98 04
0410858823 05 07/01/98 25
410858823 N 06/01/28
0
1749379 E22/G02 F 48,600.00 ZZ
360 48,600.00 2
77 - 79 23RD ST. N.W. 9.125 395.43 90
8.875 395.43 54,000.00
1
BARBERTON OH 44203 1 05/07/98 04
0410837629 05 07/01/98 25
410837629 N 06/01/28
0
1749381 E22/G02 F 96,000.00 ZZ
360 96,000.00 3
5439, 5441 & 5443 E. 17TH 8.250 721.22 80
STREET 8.000 721.22 120,000.00
TULSA OK 74135 1 05/07/98 00
0410832083 05 07/01/98 0
410832083 O 06/01/28
0
1749384 E22/G02 F 125,000.00 ZZ
360 125,000.00 1
36156 MORAVIAN 8.250 939.08 68
8.000 939.08 185,000.00
CLINTON MI 48035 5 05/13/98 00
0410823280 05 07/01/98 0
410823280 O 06/01/28
0
1749385 E22/G02 F 113,600.00 ZZ
360 113,600.00 1
47 ELFIN GLEN DRIVE 7.250 774.95 80
7.000 774.95 142,000.00
DIVIDE CO 80814 5 05/08/98 00
0410702633 05 07/01/98 0
410702633 O 06/01/28
0
1749389 E22/G02 F 108,900.00 ZZ
360 108,900.00 1
1508 DREXEL DRIVE 8.500 837.35 90
8.250 837.35 121,000.00
IRVING TX 75061 1 05/06/98 10
0410837884 05 07/01/98 25
410837884 N 06/01/28
0
1749400 E22/G02 F 172,800.00 ZZ
360 172,800.00 1
1333 BRAYMORE CIRCLE 8.375 1,313.40 80
8.125 1,313.40 216,000.00
NAPERVILLE IL 60564 1 05/15/98 00
0410842009 05 07/01/98 0
410842009 O 06/01/28
0
1
1749402 E22/G02 F 128,000.00 ZZ
360 128,000.00 1
126 E. 23RD STREET 8.000 939.22 80
7.750 939.22 160,000.00
IDAHO FALLS ID 83404 5 05/19/98 00
0410764203 05 07/01/98 0
410764203 O 06/01/28
0
1749403 E22/G02 F 112,500.00 ZZ
360 112,500.00 1
434 CHESTNUT WAY 8.750 885.04 89
8.500 885.04 126,500.00
BROOMFIELD CO 80030 1 05/15/98 04
0410837918 03 07/01/98 25
410837918 N 06/01/28
0
1749404 E22/G02 F 103,000.00 ZZ
360 103,000.00 4
164 BOWERS STREET 8.750 810.30 80
8.500 810.30 128,750.00
JERSEY CITY NJ 07307 1 05/21/98 00
0410771786 05 07/01/98 12
410771786 N 06/01/28
0
1749407 E22/G02 F 27,150.00 ZZ
360 27,150.00 1
25 N COLORADO AVE 8.750 213.59 90
8.500 213.59 30,215.00
INDIANAPOLIS IN 46201 1 05/18/98 10
0410859771 05 07/01/98 25
410859771 N 06/01/28
0
1749408 E22/G02 F 72,000.00 ZZ
360 72,000.00 1
5633 PARK ST. 9.125 585.82 90
8.875 585.82 80,000.00
MENTOR-ON-THE-L OH 44060 1 05/18/98 01
0410856249 05 07/01/98 25
410856249 N 06/01/28
0
1749409 E22/G02 F 77,200.00 ZZ
360 77,200.00 1
1
6721 CUSTER STREET 8.000 566.47 77
7.750 566.47 100,500.00
HOLLYWOOD FL 33024 2 05/18/98 00
0410868749 05 07/01/98 0
410868749 O 06/01/28
0
1749412 E22/G02 F 114,300.00 ZZ
360 114,300.00 1
2100 NE 20TH AVENUE 9.000 919.68 90
8.750 919.68 127,000.00
WILTON MANORS FL 33305 1 05/18/98 04
0410855431 05 07/01/98 25
410855431 N 06/01/28
0
1749413 E22/G02 F 102,600.00 ZZ
360 102,600.00 1
1705 THROWBRIDGE LANE 8.500 788.91 90
8.250 788.91 114,000.00
PLANO TX 75023 1 05/18/98 04
0410851984 05 07/01/98 25
410851984 N 06/01/28
0
1749417 B27/G02 F 124,200.00 ZZ
360 124,200.00 1
8 LAUREL STREET 8.750 977.09 90
8.500 977.09 138,000.00
EVERETT MA 02149 1 05/18/98 14
0430813816 05 07/01/98 25
0277927 N 06/01/28
0
1749421 E22/G02 F 245,000.00 ZZ
360 245,000.00 1
6087 CRUMP ROAD 8.125 1,819.12 74
7.875 1,819.12 335,000.00
KILN MS 39556 5 05/14/98 00
0410791206 05 07/01/98 0
410791206 O 06/01/28
0
1749423 E22/G02 F 56,500.00 ZZ
360 56,500.00 2
964 WOODSTOCK LANE 8.375 429.44 72
8.125 429.44 79,000.00
WINCHESTER VA 22601 2 05/14/98 00
0410790158 05 07/01/98 0
1
410790158 N 06/01/28
0
1749424 E22/G02 F 157,600.00 ZZ
360 157,600.00 2
1821 N. SAWYER 8.625 1,225.80 80
8.375 1,225.80 197,000.00
CHICAGO IL 60645 1 05/14/98 00
0410867923 05 07/01/98 0
410867923 O 06/01/28
0
1749432 B35/G02 F 118,800.00 ZZ
360 118,800.00 1
210 RAYMOND AVENUE 8.250 892.51 90
8.000 892.51 132,000.00
CHARLOTTESVILLE VA 22903 1 05/12/98 01
0430813725 05 07/01/98 25
460311 N 06/01/28
0
1749439 575/G02 F 111,400.00 ZZ
360 111,400.00 1
107 WINGATE DRIVE 7.500 778.93 80
7.250 778.93 139,272.00
WILLIAMSBURG VA 23185 1 05/08/98 00
0430823328 03 07/01/98 0
0006882757 O 06/01/28
0
1749477 E22/G02 F 211,500.00 ZZ
360 211,500.00 1
5825 ANNAPOLIS LANE N 8.250 1,588.93 75
8.000 1,588.93 283,000.00
PLYMOUTH MN 55446 2 05/13/98 00
0410796627 05 07/01/98 0
410796627 O 06/01/28
0
1749478 225/225 F 41,000.00 ZZ
360 41,000.00 1
5434 TRACY 7.750 293.73 64
7.500 293.73 65,000.00
KANSAS CITY MO 64110 2 05/13/98 00
7019230 05 07/01/98 0
7019230 O 06/01/28
0
1
1749487 E22/G02 F 72,000.00 ZZ
360 72,000.00 1
131 20TH ST. SOUTHWEST 8.125 534.60 80
7.875 534.60 90,000.00
BENSON MN 56215 5 05/08/98 00
0410835342 05 07/01/98 0
410835342 O 06/01/28
0
1749492 E82/G02 F 136,700.00 ZZ
360 136,700.00 4
2918/2920 CHICHESTER AVEN 8.125 1,014.99 85
7.875 1,014.99 161,000.00
BOOTHWYN PA 19061 2 05/29/98 04
0400104618 05 07/01/98 12
400104618 N 06/01/28
0
1749509 E22/G02 F 120,000.00 ZZ
360 120,000.00 4
10905 A-D TOWNER NE 8.625 933.35 73
8.375 933.35 166,000.00
ALBUQUERQUE NM 87112 1 05/18/98 00
0410832505 05 07/01/98 0
410832505 N 06/01/28
0
1749533 638/G02 F 73,000.00 ZZ
360 72,943.05 1
13949 S BEAVERCREEK ROAD 7.250 497.99 69
7.000 497.99 105,950.00
OREGON CITY OR 97015 1 04/21/98 00
0430823302 01 06/01/98 0
8733902 O 05/01/28
0
1749566 638/G02 F 212,500.00 ZZ
360 212,500.00 1
5220 SW GREENWOOD CIRCLE 8.000 1,559.25 78
7.750 1,559.25 274,000.00
TUALATIN OR 97062 5 05/06/98 00
0430825737 05 07/01/98 0
8736653 O 06/01/28
0
1749569 638/G02 F 112,500.00 ZZ
360 112,500.00 1
237 MONTE VISTA 7.875 815.70 75
7.625 815.70 150,000.00
1
GUNNISON CO 81230 5 05/12/98 00
0430825919 05 07/01/98 0
8742316 O 06/01/28
0
1749575 638/G02 F 48,150.00 ZZ
360 48,150.00 1
495 NORTH 4TH STREET 8.750 378.80 90
8.500 378.80 53,500.00
BANNING CA 92220 1 05/19/98 10
0430823013 05 07/01/98 25
8741493 N 06/01/28
0
1749579 638/G02 F 78,300.00 ZZ
360 78,300.00 1
813 TUCKERMAN STREET NW 8.375 595.14 87
8.125 595.14 90,000.00
WASHINGTON DC 20011 1 05/18/98 10
0430827345 05 07/01/98 25
8739426 N 06/01/28
0
1749584 638/G02 F 49,500.00 ZZ
360 49,500.00 1
1019 ALLISON LANE 8.875 393.84 83
8.625 393.84 60,000.00
JEFFERSONVILLE IN 47130 1 05/07/98 10
0430826537 05 07/01/98 25
8729865 N 06/01/28
0
1749588 E82/G02 F 136,700.00 ZZ
360 136,700.00 4
2922/2924 CHICHESTER AVEN 8.125 1,014.99 85
7.875 1,014.99 161,000.00
BOOTHWYN PA 19061 2 05/29/98 04
0400108247 05 07/01/98 12
400108247 N 06/01/28
0
1749599 E22/G02 F 126,800.00 ZZ
360 126,800.00 1
2004 OAKWOOD DRIVE 7.750 908.41 80
7.500 908.41 158,500.00
RICHARDSON TX 75082 1 05/07/98 00
0410761936 05 07/01/98 0
410761936 O 06/01/28
0
1
1749604 638/G02 F 450,000.00 ZZ
360 449,713.05 1
64 DRAKES SUMMIT 8.250 3,380.70 75
8.000 3,380.70 600,000.00
INVERNESS CA 94956 5 04/21/98 00
0430822718 05 06/01/98 0
8716368 O 05/01/28
0
1749611 E82/G02 F 136,700.00 ZZ
360 136,700.00 4
2930/2932 CHICHESTER AVEN 8.125 1,014.99 85
7.875 1,014.99 161,000.00
BOOTHWYN PA 19061 2 05/29/98 04
0400108296 05 07/01/98 12
0400108296 N 06/01/28
0
1749634 638/G02 F 46,500.00 ZZ
360 46,500.00 1
3851 TERRAZZO AVENUE 8.375 353.43 75
8.125 353.43 62,000.00
LAS VEGAS NV 89115 1 05/15/98 00
0430825620 01 07/01/98 0
8738981 N 06/01/28
0
1749643 964/G02 F 211,000.00 ZZ
360 211,000.00 1
4210 REVERE PLACE 7.875 1,529.90 76
7.625 1,529.90 280,000.00
CULVER CITY CA 90232 2 05/07/98 00
0430820175 05 07/01/98 0
36367 O 06/01/28
0
1749657 561/561 F 127,500.00 ZZ
360 127,500.00 1
6608-12 FAIRWAY COURT 8.250 957.87 85
8.000 957.87 150,000.00
INDIANAPOLIS IN 46250 2 05/08/98 10
0009261900 05 07/01/98 20
0009261900 N 06/01/28
0
1749660 E22/G02 F 80,000.00 ZZ
360 80,000.00 1
1
327 WEST HOLLY STREET 7.500 559.37 77
7.250 559.37 105,000.00
RIALTO CA 92376 5 05/11/98 00
0410757066 05 07/01/98 0
410757066 O 06/01/28
0
1749667 964/G02 F 133,000.00 ZZ
360 133,000.00 1
29920 LA CORONA COURT 7.750 952.83 80
7.500 952.83 166,250.00
TEMECULA CA 92591 1 05/18/98 00
0430816694 03 07/01/98 0
36588 O 06/01/28
0
1749668 E22/G02 F 320,000.00 ZZ
360 320,000.00 2
5034, 5036 & 5038 DOREEN 8.000 2,348.05 80
AVENUE 7.750 2,348.05 400,000.00
TEMPLE CITY CA 91780 5 05/11/98 00
0410855134 05 07/01/98 0
410855134 O 06/01/28
0
1749675 E22/G02 F 127,200.00 ZZ
360 127,200.00 1
409 BURTON AVENUE 7.625 900.31 80
7.375 900.31 159,000.00
ROHNERT PARK CA 94928 1 05/20/98 00
0410850408 05 07/01/98 0
410850408 O 06/01/28
0
1749683 561/561 F 136,000.00 ZZ
360 135,921.75 2
29 W 14TH STREET 8.750 1,069.92 80
8.500 1,069.92 170,000.00
OCEAN CITY NJ 08226 1 04/28/98 00
0009342015 05 06/01/98 0
0009342015 N 05/01/28
0
1749684 964/G02 F 158,000.00 ZZ
360 158,000.00 1
1429 BADOVINAC DRIVE 7.625 1,118.31 80
7.375 1,118.31 197,500.00
ROSEVILLE CA 95747 2 05/20/98 00
0430816678 05 07/01/98 0
1
36352 O 06/01/28
0
1749727 E82/G02 F 140,000.00 ZZ
360 140,000.00 1
7 HILLAIRY AVENUE 8.250 1,051.77 80
8.000 1,051.77 175,000.00
MORRISTOWN NJ 07960 1 05/29/98 00
0400114336 05 07/01/98 0
0400114336 O 06/01/28
0
1749751 E22/G02 F 68,000.00 ZZ
360 68,000.00 1
225 MATHIS MILL ROAD 8.125 504.90 80
7.875 504.90 85,000.00
ROARING RIVER NC 28669 2 05/15/98 00
0410813679 05 07/01/98 0
410813679 O 06/01/28
0
1749794 638/G02 F 175,000.00 ZZ
360 175,000.00 4
4722 OAKSHIRE DRIVE 8.250 1,314.72 64
8.000 1,314.72 275,000.00
HOUSTON TX 77027 5 05/21/98 00
0430826115 05 07/01/98 0
8749872 N 06/01/28
0
1749797 498/G02 F 77,250.00 ZZ
360 77,250.00 1
6860 KALI-OKA ROAD 8.125 573.58 74
7.875 573.58 105,000.00
SARALAND AL 36571 2 05/20/98 00
0430819359 05 07/01/98 0
1540126 O 06/01/28
0
1749802 638/G02 F 45,450.00 ZZ
360 45,450.00 1
8148 LAKESIDE DRIVE 8.500 349.47 90
8.250 349.47 50,500.00
YALAHA FL 34797 1 05/08/98 04
0430825018 05 07/01/98 25
8740102 N 06/01/28
0
1
1749807 638/G02 F 123,750.00 ZZ
360 123,750.00 1
154 WEISS COURT 8.375 940.59 75
8.125 940.59 165,000.00
HERCULES CA 94547 5 05/04/98 00
0430825992 03 07/01/98 0
8740272 O 06/01/28
0
1749825 638/G02 F 107,774.00 ZZ
360 107,774.00 1
2201 LAKEWAY BOULEVARD 8.125 800.22 93
7.875 800.22 117,000.00
AUSTIN TX 78734 1 05/18/98 10
0430825836 01 07/01/98 30
8749590 O 06/01/28
0
1749827 K73/G02 F 212,000.00 ZZ
360 212,000.00 1
405 CHASE COURT 7.625 1,500.52 80
7.375 1,500.52 265,000.00
EDGEWATER NJ 07020 1 05/26/98 00
0430825166 01 07/01/98 0
55135209 O 06/01/28
0
1749832 246/G02 F 148,000.00 ZZ
360 148,000.00 1
8105 LITTLE RIVER TURNPIKE 8.000 1,085.98 80
7.750 1,085.98 185,000.00
ANNANDALE VA 22003 1 05/21/98 00
0430819177 05 07/01/98 0
98271 O 06/01/28
0
1749834 E82/G02 F 73,200.00 ZZ
360 73,200.00 1
7 EAST BLACK HAWK CIRCLE 8.375 556.37 80
8.125 556.37 91,500.00
LIVERPOOL NY 13088 1 05/22/98 00
0400117883 05 07/01/98 0
0400117883 O 06/01/28
0
1749841 E82/G02 F 38,400.00 ZZ
360 38,400.00 1
108 PLAXDALE ROAD 8.375 291.87 80
8.125 291.87 48,000.00
1
LIVERPOOL NY 13088 1 05/27/98 00
0400118071 05 07/01/98 0
0400118071 O 06/01/28
0
1749847 E82/G02 F 38,000.00 ZZ
360 38,000.00 1
506 GRANT AVENUE 7.875 275.53 80
7.625 275.53 48,000.00
SPRINGDALE PA 15144 1 05/26/98 00
0400118543 05 07/01/98 0
400118543 O 06/01/28
0
1749861 E82/G02 F 67,200.00 ZZ
360 67,200.00 1
705 NORTH UNION STREET 7.750 481.43 80
7.500 481.43 84,000.00
WILMINGTON DE 19805 5 05/22/98 00
0400120101 05 07/01/98 0
0400120101 O 06/01/28
0
1749870 E23/G02 F 124,000.00 ZZ
360 124,000.00 1
79155 STARLIGHT LANE 8.000 909.87 80
7.750 909.87 155,000.00
BERMUDA DUNES CA 92201 1 05/21/98 00
0430827188 05 07/01/98 0
50503148 O 06/01/28
0
1749891 E82/G02 F 215,000.00 ZZ
360 215,000.00 1
110 OLD WOOD ROAD 8.625 1,672.25 78
8.375 1,672.25 277,500.00
BERLIN CT 06037 1 05/29/98 00
0400123295 05 07/01/98 0
400123295 O 06/01/28
0
1749903 664/G02 F 52,800.00 ZZ
360 52,800.00 1
4591 PROVINCE TOWN DRIVE 8.500 405.99 80
8.250 405.99 66,000.00
COUNTRY CLUB HI IL 60478 1 05/19/98 00
0430822361 09 07/01/98 0
2595601 N 06/01/28
0
1
1749916 685/G02 F 97,500.00 ZZ
360 97,500.00 1
5502 NE 63RD AVENUE 7.875 706.95 75
7.625 706.95 130,000.00
VANCOUVER WA 98661 5 05/12/98 00
0430818757 05 07/01/98 0
113115 O 06/01/28
0
1749926 664/G02 F 65,700.00 ZZ
360 65,700.00 1
6829 S CAMPBELL 8.750 516.87 90
8.500 516.87 73,000.00
CHICAGO IL 60629 1 05/20/98 01
0430823245 05 07/01/98 25
2550879 N 06/01/28
0
1749936 E22/G02 F 180,550.00 ZZ
360 180,550.00 1
697 PETTIS AVE NE 8.500 1,388.27 60
8.250 1,388.27 301,000.00
ADA MI 49301 5 05/12/98 00
0410840052 05 07/01/98 0
410840052 O 06/01/28
0
1749944 E22/G02 F 118,400.00 ZZ
360 118,400.00 1
457 JOHNSON AVENUE 7.625 838.03 80
7.375 838.03 148,000.00
LOVELAND CO 80537 5 05/14/98 00
0410823264 05 07/01/98 0
410823264 O 06/01/28
0
1749949 E22/G02 F 127,500.00 ZZ
360 127,500.00 1
6742 WEST SCHMIDT STREET 8.000 935.55 75
7.750 935.55 170,000.00
GLENDALE AZ 85308 5 05/15/98 00
0410840490 05 07/01/98 0
410840490 O 06/01/28
0
1749950 E22/G02 F 172,000.00 ZZ
360 172,000.00 1
1
5379 GAINSBOROUGH DRIVE 8.125 1,277.10 80
7.875 1,277.10 215,000.00
FAIRFAX VA 22032 2 05/12/98 00
0410857742 05 07/01/98 0
410857742 O 06/01/28
0
1749952 E22/G02 F 241,500.00 ZZ
360 241,500.00 2
9 SEAGULL STREET 8.500 1,856.93 70
8.250 1,856.93 345,000.00
WRIGHTSVILLE BE NC 28480 5 05/12/98 00
0410843213 05 07/01/98 0
410843213 O 06/01/28
0
1749954 E22/G02 F 52,400.00 ZZ
360 52,400.00 1
100 MEGAN LANE 8.375 398.28 75
8.125 398.28 69,900.00
LUTTRELL TN 37779 1 05/15/98 00
0410846646 05 07/01/98 0
410846646 O 06/01/28
0
1749959 E22/G02 F 89,200.00 ZZ
360 89,200.00 1
343 E. ALKALINE SPRINGS DRIVE 7.625 631.35 80
7.375 631.35 111,500.00
VANDALIA OH 45377 1 05/15/98 00
0410859912 05 07/01/98 0
410859912 O 06/01/28
0
1749963 E22/G02 F 262,500.00 T
360 262,500.00 1
1162 DOGWOOD LANE 9.000 2,112.13 75
8.750 2,112.13 350,000.00
BLOWING ROCK NC 28605 5 05/20/98 00
0410859888 03 07/01/98 0
410859888 O 06/01/28
0
1749965 E22/G02 F 96,000.00 T
360 96,000.00 1
6756 N.W. 1ST STREET 8.625 746.68 80
8.375 746.68 120,000.00
MARGATE FL 33063 1 05/15/98 00
0410869028 05 07/01/98 0
1
410869028 O 06/01/28
0
1749972 E22/G02 F 41,850.00 ZZ
360 41,850.00 1
260 EL DORADO BLVD #102 8.000 307.08 90
7.750 307.08 46,500.00
WEBSTER TX 77598 1 05/13/98 10
0410846984 01 07/01/98 25
410846984 O 06/01/28
0
1749975 E22/G02 F 100,000.00 ZZ
360 100,000.00 1
112 EAST END AVENUE 8.125 742.50 60
7.875 742.50 167,000.00
SHREWSBURY NJ 07702 5 05/15/98 00
0410786438 05 07/01/98 0
410786438 O 06/01/28
0
1749985 E22/G02 F 61,750.00 ZZ
360 61,750.00 1
634 CASWELL 8.250 463.91 80
8.000 463.91 77,200.00
BELLVIDERE IL 61008 1 05/08/98 00
0410815377 05 07/01/98 0
410815377 N 06/01/28
0
1749991 E22/G02 F 68,800.00 ZZ
360 68,800.00 1
1316 BOATRIGHT DRIVE NORTHEAST 7.375 475.18 80
7.125 475.18 86,000.00
ALBUQUERQUE NM 87121 1 05/13/98 00
0410867311 05 07/01/98 0
410867311 O 06/01/28
0
1750005 E22/G02 F 218,800.00 ZZ
360 218,800.00 1
1516 PINE GROVE LANE 7.500 1,529.88 80
7.250 1,529.88 273,500.00
CHESAPEAKE VA 23321 5 05/06/98 00
0410791347 05 07/01/98 0
410791347 O 06/01/28
0
1
1750008 731/G02 F 259,000.00 ZZ
360 259,000.00 1
4081 OVERCREST DRIVE 7.750 1,855.51 80
7.500 1,855.51 324,000.00
WHITTIER CA 90601 5 05/18/98 00
0430825778 05 07/01/98 0
712612989 O 06/01/28
0
1750045 F25/G02 F 66,500.00 ZZ
360 66,500.00 1
602 BRIARWOOD COURT 8.500 511.33 89
8.250 511.33 75,000.00
NEW PALTZ NY 12561 2 05/13/98 11
0430818914 09 07/01/98 25
9803041 N 06/01/28
0
1750052 E22/G02 F 47,000.00 ZZ
360 47,000.00 1
2695 SOUTH BARRETT AVENUE 8.875 373.95 90
8.625 373.95 52,250.00
AUDUBON NJ 08106 1 05/12/98 01
0410862643 05 07/01/98 25
410862643 N 06/01/28
0
1750053 E22/G02 F 77,040.00 ZZ
360 77,040.00 1
1717 E. UNION HILLS DRIVE 8.500 592.37 90
8.250 592.37 85,600.00
PHOENIX AZ 85024 1 05/13/98 04
0410863047 01 07/01/98 25
410863047 N 06/01/28
0
1750061 E22/G02 F 190,800.00 ZZ
360 190,800.00 1
309 E. DEL RAY AVENUE 7.250 1,301.59 80
7.000 1,301.59 238,500.00
ALEXANDRIA VA 22301 1 05/22/98 00
0410819858 05 07/01/98 0
410819858 O 06/01/28
0
1750062 E22/G02 F 44,550.00 ZZ
360 44,550.00 2
165 & 165 REAR MAGNOLIA 8.875 354.46 90
8.625 354.46 49,500.00
1
WHITAKER PA 15120 1 05/22/98 10
0410766125 05 07/01/98 25
410766125 N 06/01/28
0
1750066 E22/G02 F 311,250.00 ZZ
360 311,250.00 1
4025 MILANO DRIVE 7.875 2,256.78 75
7.625 2,256.78 415,000.00
PLANO TX 75093 2 05/15/98 00
0410802516 03 07/01/98 0
410802516 O 06/01/28
0
1750083 E82/G02 F 30,600.00 ZZ
360 30,600.00 1
298 NORTH 11 STREET 8.125 227.20 90
7.875 227.20 34,000.00
INDIANA PA 15701 1 05/20/98 04
0400112223 05 07/01/98 25
0400112223 N 06/01/28
0
1750118 F03/G02 F 157,500.00 ZZ
360 157,500.00 4
2126 - 2130 WEST 30TH AVENUE 8.875 1,253.14 90
8.625 1,253.14 175,000.00
DENVER CO 80211 1 05/28/98 01
0430825364 05 07/01/98 25
DEN12292 N 06/01/28
0
1750152 201/G02 F 146,250.00 ZZ
360 146,250.00 1
6495 BANNOR LANE 8.375 1,111.61 74
8.125 1,111.61 200,000.00
NORCROSS GA 30092 2 05/26/98 00
0430836114 05 07/01/98 0
601913 N 06/01/28
0
1750163 180/G02 F 87,100.00 ZZ
360 87,043.02 1
16426 NORTH 46TH LANE 8.125 646.72 85
7.875 646.72 102,500.00
GLENDALE AZ 85306 5 04/24/98 01
0430827121 05 06/01/98 12
12623823 O 05/01/28
0
1
1750172 514/G02 F 41,300.00 ZZ
360 41,300.00 1
110 NAOMI STREET 8.500 317.56 90
8.250 317.56 45,900.00
DOTHAN AL 36301 2 05/12/98 04
0430825414 05 07/01/98 25
511196 N 06/01/28
0
1750192 E86/G02 F 114,300.00 ZZ
360 114,300.00 1
8 EAST LYONS STREET 8.375 868.76 90
8.125 868.76 127,000.00
MELVILLE NY 11747 1 05/28/98 04
0430825976 05 07/01/98 25
0000 N 06/01/28
0
1750271 H60/G02 F 400,000.00 ZZ
360 399,703.14 1
9354 CAMPBELL RD 7.500 2,796.86 80
7.250 2,796.86 505,000.00
VIENNA VA 22182 2 04/03/98 00
0430825489 05 06/01/98 0
14457 O 05/01/28
0
1750282 B75/G02 F 109,900.00 ZZ
360 109,831.69 1
757 PIONEER WOODS DRIVE 8.375 835.32 90
8.125 835.32 122,165.00
INDIANAPOLIS IN 46224 1 04/30/98 04
0430823492 03 06/01/98 25
7632094 N 05/01/28
0
1750291 H35/G02 F 140,000.00 T
360 140,000.00 1
351 DOWNING CIRCLE 8.750 1,101.39 80
8.500 1,101.39 175,000.00
DAVENPORT FL 33837 1 05/20/98 00
0430828590 03 07/01/98 0
0010952 O 06/01/28
0
1750314 E62/G02 F 128,150.00 ZZ
360 128,150.00 1
1
5690 MILLVIEW WAY 8.500 985.36 90
8.250 985.36 142,400.00
LITHONIA GA 30038 1 05/22/98 12
0430840512 05 07/01/98 25
000000 N 06/01/28
0
1750356 A46/G02 F 143,200.00 ZZ
360 143,096.36 1
1701 CRANWAY DRIVE 7.625 1,013.56 80
7.375 1,013.56 179,000.00
HOUSTON TX 77055 1 05/01/98 00
0430825893 05 06/01/98 0
0992368 O 05/01/28
0
1750365 B93/G02 F 116,000.00 ZZ
360 116,000.00 1
11700 ROCKY HILL ROAD 7.250 791.33 80
7.000 791.33 145,000.00
DEWEY AZ 86327 1 05/27/98 00
0430824136 05 07/01/98 0
1000045697 O 06/01/28
0
1750416 561/561 F 145,500.00 ZZ
360 145,411.85 1
2214 MERION POND 8.500 1,118.77 61
8.250 1,118.77 241,790.00
WOODSTOCK MD 21163 1 04/24/98 00
0009357872 07 06/01/98 0
0009357872 O 05/01/28
0
1750427 E60/G02 F 102,200.00 ZZ
360 102,200.00 1
4295 VALDEZ AVENUE 8.000 749.91 70
7.750 749.91 146,000.00
ATASCADERO CA 93422 2 05/20/98 00
0430824169 05 07/01/98 0
510851 N 06/01/28
0
1750467 816/G02 F 318,000.00 ZZ
360 318,000.00 1
4918 SOUTH FAIRVIEW DRIVE 7.750 2,278.19 74
7.500 2,278.19 430,000.00
SALT LAKE CITY UT 84117 2 05/21/98 00
0430832535 05 07/01/98 0
1
UNKNOWN O 06/01/28
0
1750471 731/G02 F 92,700.00 ZZ
360 92,700.00 1
2973 RUBY COURT 8.000 680.20 90
7.750 680.20 103,000.00
POWDER SPRINGS GA 30127 1 05/26/98 01
0430825562 05 07/01/98 25
3140867609 N 06/01/28
0
1750479 G51/G02 F 140,800.00 ZZ
360 140,800.00 1
1020 MOUNTAIN AVENUE 8.000 1,033.15 80
7.750 1,033.15 176,000.00
GRAND LAKE CO 80447 1 05/29/98 00
0430826420 05 07/01/98 0
UNKNOWN O 06/01/28
0
1750501 593/593 F 289,100.00 ZZ
360 289,100.00 1
269 SOUTH 1400 EAST 7.875 2,096.18 77
7.625 2,096.18 380,000.00
LOGAN UT 84321 2 05/07/98 00
7130735 05 07/01/98 0
7130735 O 06/01/28
0
1750503 593/593 F 202,500.00 ZZ
360 202,205.93 1
9336 PINNACLE COVE 7.625 1,433.29 75
7.375 1,433.29 270,445.00
LAS VEGAS NV 89123 1 03/26/98 00
6646038 03 05/01/98 0
6646038 O 04/01/28
0
1750514 975/G02 F 183,000.00 ZZ
360 183,000.00 3
13711, 13713 AND 13715 8.250 1,374.82 80
MAGNOLIA STREET 8.000 1,374.82 229,000.00
GARDEN GROVE CA 92844 2 05/18/98 00
0430824037 05 07/01/98 0
981035 N 06/01/28
0
1
1750529 664/G02 F 109,500.00 ZZ
360 109,500.00 1
2845 HANLEY ROAD 8.250 822.64 53
8.000 822.64 208,500.00
CENTRAL POINT OR 97502 5 05/08/98 00
0430827584 05 07/01/98 0
2507598 N 06/01/28
0
1750545 964/G02 F 100,000.00 ZZ
360 100,000.00 1
49 ANGELA AVENUE 7.625 707.79 29
7.375 707.79 355,000.00
SAN ANSELMO CA 94960 2 05/20/98 00
0430821041 05 07/01/98 0
35637 O 06/01/28
0
1750548 964/G02 F 480,000.00 ZZ
360 480,000.00 1
3157 LOCKHEED COURT 7.625 3,397.41 80
7.375 3,397.41 600,000.00
CAMERON PARK CA 95682 5 05/20/98 00
0430820753 05 07/01/98 0
35019 O 06/01/28
0
1750568 G52/G02 F 54,900.00 ZZ
360 54,900.00 1
809 NORTH MONTEZUMA AVENUE 7.500 383.87 62
7.250 383.87 89,500.00
TUCSON AZ 85711 1 05/19/98 00
0430826016 05 07/01/98 0
99000496 O 06/01/28
0
1750573 A46/G02 F 84,150.00 ZZ
360 84,150.00 1
1810 NORTH ALABAMA STREET 7.625 595.61 85
7.375 595.61 99,000.00
SILVER CITY NM 88061 2 05/22/98 04
0430819854 05 07/01/98 12
0454133 O 06/01/28
0
1750607 455/G02 F 173,600.00 ZZ
360 173,600.00 1
720 SOUTH ROME STREET 8.000 1,273.82 80
UNIT NO E T-10 7.750 1,273.82 217,000.00
1
TAMPA FL 33606 1 05/29/98 00
0430827428 01 07/01/98 0
59724 O 06/01/28
0
1750612 766/G02 F 96,500.00 ZZ
360 96,500.00 1
8701 RIDGELAND DR 8.000 708.08 75
7.750 708.08 130,000.00
MIAMI FL 33157 2 05/21/98 00
0430826073 05 07/01/98 0
0000 O 06/01/28
0
1750615 561/561 F 406,250.00 ZZ
360 405,997.49 1
8025 S OLD OREGON INLET ROAD 8.375 3,087.80 65
8.125 3,087.80 625,000.00
NAGS HEAD NC 27959 4 04/24/98 00
9118191 05 06/01/98 0
9118191 N 05/01/28
0
1750627 450/G02 F 46,800.00 ZZ
360 46,800.00 1
19 SPOKANE DR. 8.000 343.40 90
7.750 343.40 52,000.00
PONTIAC MI 48341 1 05/21/98 14
0430825596 05 07/01/98 25
4499505 N 06/01/28
0
1750662 575/G02 F 51,100.00 ZZ
360 51,100.00 1
6233 SWEETWATER DRIVE W 8.500 392.92 70
8.250 392.92 73,000.00
LAKELAND FL 33811 2 05/21/98 00
0430829002 05 07/01/98 0
0009081399 N 06/01/28
0
1750665 E22/G02 F 105,000.00 ZZ
360 105,000.00 1
4447 34TH AVENUE SOUTH 7.500 734.18 75
7.250 734.18 140,000.00
SEATTLE WA 98118 1 05/15/98 00
0410868517 05 07/01/98 0
410868517 O 06/01/28
0
1
1750666 E22/G02 F 75,000.00 ZZ
360 75,000.00 1
492 "F" STREET 8.750 590.03 75
8.500 590.03 100,000.00
LEBANON OR 97355 5 05/14/98 00
0410855308 05 07/01/98 0
410855308 N 06/01/28
0
1750676 E22/G02 F 167,000.00 ZZ
360 167,000.00 1
599 ELMBROOK WAY 7.750 1,196.41 78
7.500 1,196.41 215,000.00
SAN JOSE CA 95111 2 05/21/98 00
0410855902 05 07/01/98 0
410855902 O 06/01/28
0
1750682 E22/G02 F 93,500.00 ZZ
360 93,500.00 1
8309 MONDON WAY 7.875 677.94 85
7.625 677.94 110,000.00
ORANGEVALE CA 95662 5 05/20/98 10
0410864771 05 07/01/98 12
410864771 O 06/01/28
0
1750684 964/G02 F 156,800.00 ZZ
360 156,800.00 1
404 CASA VERDE CIRCLE 7.875 1,136.91 70
7.625 1,136.91 224,000.00
PETALUMA CA 94954 1 05/20/98 00
0430821413 05 07/01/98 0
36864 N 06/01/28
0
1750685 E22/G02 F 157,000.00 ZZ
360 157,000.00 1
434 SOUTHSIDE DRIVE 7.250 1,071.02 78
7.000 1,071.02 202,999.00
SAN JOSE CA 95111 2 05/21/98 00
0410852024 05 07/01/98 0
410852024 O 06/01/28
0
1750693 E22/G02 F 172,000.00 ZZ
360 172,000.00 1
1
10912 PLAINVIEW AVE. 7.750 1,232.23 80
(TUJUNGA AREA) 7.500 1,232.23 215,000.00
LOS ANGELES CA 91042 5 05/18/98 00
0410865950 05 07/01/98 0
410865950 O 06/01/28
0
1750704 E22/G02 F 159,000.00 ZZ
360 159,000.00 3
1119 WEST ANGELENO AVENUE 8.500 1,222.57 75
8.250 1,222.57 212,000.00
BURBANK CA 91506 1 05/17/98 00
0410823652 05 07/01/98 0
410823652 N 06/01/28
0
1750705 E22/G02 F 84,000.00 T
360 84,000.00 1
483 SOUTH KIHEI ROAD 8.750 660.83 70
UNIT #311 8.500 660.83 120,000.00
KIHEI HI 96753 2 04/30/98 00
0410823033 01 07/01/98 0
410823033 O 06/01/28
0
1750719 E22/G02 F 188,000.00 ZZ
360 188,000.00 1
901 COUNTY ROAD 352 8.000 1,379.48 79
7.750 1,379.48 239,000.00
LA VETA CO 81055 5 05/12/98 00
0410805501 05 07/01/98 0
410805501 O 06/01/28
0
1750727 E22/G02 F 192,000.00 ZZ
360 192,000.00 1
1264 EAST RED OAK PLACE 7.875 1,392.13 80
7.625 1,392.13 240,000.00
CAMARILLO CA 93010 2 05/20/98 00
0410839344 05 07/01/98 0
410839344 O 06/01/28
0
1750730 E22/G02 F 104,000.00 ZZ
360 104,000.00 1
3607 TAPLOW TERRACE 7.875 754.07 70
7.625 754.07 150,000.00
MIDLOTHIAN VA 23112 2 05/19/98 00
0410819692 05 07/01/98 0
1
410819692 N 06/01/28
0
1750733 E22/G02 F 99,800.00 ZZ
360 99,800.00 1
9411 RAVEN WING DRIVE 7.875 723.62 74
7.625 723.62 136,000.00
MIDLOTHIAN VA 23112 2 05/19/98 00
0410819676 05 07/01/98 0
410819676 N 06/01/28
0
1750738 E22/G02 F 202,500.00 ZZ
360 202,500.00 1
205 WILDFLOWER WAY EAST 8.375 1,539.15 74
8.125 1,539.15 276,000.00
GALLATIN GATEWA MT 59730 5 05/20/98 00
0410850507 03 07/01/98 0
410850507 O 06/01/28
0
1750739 E22/G02 F 170,600.00 ZZ
360 170,600.00 1
20683 PINE VISTA DRIVE 7.625 1,207.50 75
7.375 1,207.50 230,000.00
BEND OR 97702 2 05/20/98 00
0410873236 05 07/01/98 0
410873236 O 06/01/28
0
1750748 003/G02 F 26,400.00 ZZ
360 26,400.00 1
1355 SW 24 AVENUE 7.500 184.60 80
7.250 184.60 33,000.00
FT LAUDERDALE FL 33312 1 05/29/98 00
0430829093 05 07/01/98 0
0010472728 N 06/01/28
0
1750750 E22/G02 F 66,600.00 ZZ
360 66,600.00 1
3911 TERJO LANE 7.875 482.90 69
7.625 482.90 97,000.00
CHESTER VA 23831 2 05/19/98 00
0410819635 05 07/01/98 0
410819635 N 06/01/28
0
1
1750757 E22/G02 F 167,350.00 T
360 167,350.00 1
416 LYNN DELL DRIVE 7.625 1,184.49 65
7.375 1,184.49 257,500.00
KEMP TX 75143 1 05/15/98 00
0410862726 05 07/01/98 0
410862726 O 06/01/28
0
1750761 E22/G02 F 50,800.00 ZZ
360 50,800.00 1
2908 WYCLIFF AVE 8.500 390.61 95
8.250 390.61 53,500.00
DALLAS TX 75219 1 05/15/98 10
0410875843 01 07/01/98 30
410875843 O 06/01/28
0
1750767 638/G02 F 99,000.00 ZZ
360 99,000.00 4
13-15 LENOX STREET 8.500 761.22 90
8.250 761.22 110,000.00
LOWELL MA 01851 1 05/15/98 14
0430827725 05 07/01/98 25
8736344 O 06/01/28
0
1750770 638/G02 F 31,500.00 ZZ
360 31,500.00 1
14713 WASHINGTON AVENUE 8.750 247.81 90
8.500 247.81 35,000.00
HARVEY IL 60426 1 05/15/98 04
0430827568 05 07/01/98 25
8749854 N 06/01/28
0
1750771 E22/G02 F 42,300.00 ZZ
360 42,300.00 1
710D BERING DRIVE 7.875 306.70 90
UNIT #D 7.625 306.70 47,000.00
HOUSTON TX 77057 1 05/19/98 10
0410872089 01 07/01/98 25
410872089 O 06/01/28
0
1750772 E22/G02 F 172,000.00 ZZ
360 172,000.00 1
4684 BARCROFT 8.375 1,307.32 68
8.125 1,307.32 255,500.00
1
STERLING HEIGHT MI 48310 5 05/13/98 00
0410868897 05 07/01/98 0
410868897 O 06/01/28
0
1750773 E22/G02 F 73,800.00 ZZ
360 73,800.00 2
1116 ALLEN DRIVE 8.000 541.52 90
7.750 541.52 82,000.00
WINCHESTER VA 22601 1 05/19/98 04
0410825954 05 07/01/98 25
410825954 N 06/01/28
0
1750774 F36/G02 F 75,000.00 ZZ
360 75,000.00 1
817 NORTH STEELE STREET 7.750 537.31 69
7.500 537.31 110,000.00
TACOMA WA 98406 5 05/12/98 00
0430824664 05 07/01/98 0
06501830 O 06/01/28
0
1750776 E22/G02 F 70,000.00 ZZ
360 70,000.00 2
26 & 28 EAST MONOUTH STREET 8.000 513.64 80
7.750 513.64 87,500.00
WINCHESTER VA 22601 1 05/19/98 00
0410826523 05 07/01/98 0
410826523 N 06/01/28
0
1750800 E22/G02 F 45,000.00 ZZ
360 45,000.00 1
4610 HOLLY LAKE DRIVE 8.750 354.02 75
8.500 354.02 60,000.00
LAKE WORTH FL 33463 1 05/22/98 00
0410828131 09 07/01/98 0
410828131 N 06/01/28
0
1750805 E22/G02 F 13,500.00 ZZ
360 13,500.00 1
5312 NELL STREET 9.250 111.06 90
9.000 111.06 15,000.00
FORT WORTH TX 76119 1 05/04/98 10
0410803860 05 07/01/98 25
410803860 N 06/01/28
0
1
1750806 E22/G02 F 13,500.00 ZZ
360 13,500.00 1
5316 NELL STREET 9.250 111.06 90
9.000 111.06 15,000.00
FORT WORTH TX 76119 1 05/04/98 04
0410803910 05 07/01/98 25
410803910 N 06/01/28
0
1750814 E22/G02 F 85,500.00 ZZ
360 85,500.00 1
489 NORTH STREET 8.750 672.63 90
8.500 672.63 95,000.00
BATAVIA OH 45103 1 05/12/98 04
0410825178 05 07/01/98 25
410825178 N 06/01/28
0
1750817 K56/G02 F 132,500.00 T
360 132,500.00 1
3467 S HEMLOCK UNIT B1 7.500 926.46 73
7.250 926.46 184,000.00
CANNON BEACH OR 97110 1 05/13/98 00
0430827287 01 07/01/98 0
GONSER O 06/01/28
0
1750818 E22/G02 F 142,800.00 ZZ
360 142,800.00 1
1000 ARROYO ROAD 7.875 1,035.40 80
7.625 1,035.40 178,500.00
GREENWOOD IN 46143 1 05/14/98 00
0410805279 05 07/01/98 0
410805279 O 06/01/28
0
1750819 E22/G02 F 47,250.00 ZZ
360 47,250.00 4
226 W 9TH STREET 8.875 375.94 90
8.625 375.94 52,500.00
WEST HOMESTEAD PA 15120 1 05/13/98 04
0410746507 05 07/01/98 25
410746507 N 06/01/28
0
1750821 E22/G02 F 47,250.00 ZZ
360 47,250.00 3
1
220 W 9TH STREET 8.875 375.94 90
8.625 375.94 52,500.00
WEST HOMESTEAD PA 15120 1 05/13/98 04
0410746481 05 07/01/98 25
410746481 N 06/01/28
0
1750823 K56/G02 F 158,200.00 ZZ
360 158,200.00 1
14418 SAGE COURT 7.500 1,106.16 70
7.250 1,106.16 229,000.00
SISTERS OR 97759 1 05/26/98 00
0430821744 03 07/01/98 0
BALLA O 06/01/28
0
1750826 E22/G02 F 20,150.00 ZZ
360 20,150.00 1
2338 SOUTH MAIN STREET 9.250 165.77 80
9.000 165.77 25,200.00
SAPULPA OK 74066 1 05/20/98 00
0410860720 05 07/01/98 0
410860720 N 06/01/28
0
1750830 E22/G02 F 72,000.00 ZZ
360 72,000.00 1
1037 SW CHARCOAL AVENUE 8.250 540.91 75
8.000 540.91 96,000.00
PORT ST. LUICE FL 34953 5 05/11/98 00
0410837108 05 07/01/98 0
410837108 O 06/01/28
0
1750834 E22/G02 F 165,000.00 ZZ
360 165,000.00 2
1529 & 1601 HARRIS DRIVE 8.500 1,268.71 72
8.250 1,268.71 232,000.00
FORT COLLINS CO 80524 5 05/13/98 00
0410824270 05 07/01/98 0
010824270 O 06/01/28
0
1750836 E22/G02 F 391,200.00 ZZ
360 391,200.00 1
245 REMINGTON LOOP 7.750 2,802.60 80
7.500 2,802.60 489,000.00
DANVILLE CA 94526 5 05/08/98 00
0410806608 05 07/01/98 0
1
410806608 O 06/01/28
0
1750838 E22/G02 F 199,950.00 ZZ
360 199,950.00 1
5760 HAGGIN OAKS AVENUE 8.000 1,467.16 80
7.750 1,467.16 249,950.00
LIVERMORE CA 94550 1 05/04/98 00
0410835433 05 07/01/98 0
410835433 O 06/01/28
0
1750839 E22/G02 F 180,000.00 ZZ
360 180,000.00 1
939 CENTRAL AVENUE 8.375 1,368.13 75
8.125 1,368.13 240,000.00
LIVERMORE CA 94550 1 05/12/98 00
0410854665 05 07/01/98 0
410854665 N 06/01/28
0
1750844 E22/G02 F 224,950.00 ZZ
360 224,950.00 3
1535 32ND AVE 8.000 1,650.60 69
7.750 1,650.60 330,000.00
SEATTLE WA 98122 5 05/11/98 00
0410828339 05 07/01/98 0
410828339 O 06/01/28
0
1750848 E22/G02 F 152,000.00 ZZ
360 152,000.00 1
2385 SOUTHWEST 178TH AVENUE 7.750 1,088.95 71
7.500 1,088.95 215,000.00
BEAVERTON OR 97006 2 05/12/98 00
0410862429 05 07/01/98 0
410862429 O 06/01/28
0
1750850 E22/G02 F 68,250.00 ZZ
360 68,250.00 1
1195 SYCAMORE SUMMIT 8.500 524.78 75
8.250 524.78 91,000.00
SUGAR HILL GA 30518 5 05/18/98 00
0410837983 05 07/01/98 0
410837983 O 06/01/28
0
1
1750854 E22/G02 F 46,800.00 ZZ
360 46,800.00 2
7908 NEW YORK AVENUE 8.750 368.18 90
8.500 368.18 52,000.00
CLEVELAND OH 44105 1 05/21/98 04
0410858567 05 07/01/98 25
410858567 N 06/01/28
0
1750858 E22/G02 F 97,600.00 ZZ
360 97,600.00 1
5051 FORSYTHIA DRIVE 7.500 682.43 80
7.250 682.43 122,000.00
SPRINGFIELD OR 97478 2 05/09/98 00
0410849368 05 07/01/98 0
410849368 O 06/01/28
0
1750862 E22/G02 F 136,800.00 ZZ
360 136,800.00 1
4301 ALSACE COURT 8.375 1,039.78 80
8.125 1,039.78 171,000.00
FAIR OAKS CA 95628 2 05/08/98 00
0410846323 05 07/01/98 0
410846323 O 06/01/28
0
1750863 E22/G02 F 184,800.00 ZZ
360 184,800.00 1
6917 HICKORY AVENUE 7.625 1,308.00 80
7.375 1,308.00 231,000.00
ORANGEVALE CA 95662 1 05/14/98 00
0410870612 05 07/01/98 0
410870612 O 06/01/28
0
1750864 134/G02 F 57,600.00 ZZ
360 57,600.00 1
302 FIFTH STREET 8.625 448.01 90
8.375 448.01 64,000.00
SAN MANUEL AZ 85631 1 05/11/98 11
0430825687 05 07/01/98 25
59271798 N 06/01/28
0
1750865 E22/G02 F 90,750.00 ZZ
360 90,750.00 1
1511 DRIFTWOOD DRIVE 8.500 697.79 55
8.250 697.79 165,000.00
1
BOZEMAN MT 59715 5 05/07/98 00
0410857460 05 07/01/98 0
410857460 N 06/01/28
0
1750878 E22/G02 F 121,600.00 ZZ
360 121,600.00 1
8813 PARADISE COURT 7.750 871.16 95
7.500 871.16 128,000.00
TAMARAC FL 33321 1 05/22/98 04
0410857585 05 07/01/98 30
410857585 O 06/01/28
0
1750888 E22/G02 F 50,550.00 ZZ
360 50,550.00 1
3412 NORTH GLENNOAKS DRIVE 8.500 388.69 85
8.250 388.69 59,500.00
MIDWEST CITY OK 73110 1 05/15/98 04
0410867915 05 07/01/98 20
410867915 N 06/01/28
0
1750894 E22/G02 F 160,700.00 ZZ
360 160,700.00 1
169 BAREFOOT COVE 8.375 1,221.44 80
8.125 1,221.44 200,940.00
HYPOLUXO FL 33462 1 05/21/98 00
0410802169 09 07/01/98 0
410802169 O 06/01/28
0
1750978 E57/G02 F 80,000.00 ZZ
360 80,000.00 1
328 EAST LANSING WAY 7.875 580.06 65
7.625 580.06 124,000.00
FRESNO CA 93704 2 05/14/98 00
0430824367 05 07/01/98 0
67222006348 O 06/01/28
0
1751104 E22/G02 F 76,000.00 ZZ
360 76,000.00 1
217 EAST "H" STREET 7.875 551.05 80
7.625 551.05 95,000.00
RINGLING OK 73456 1 05/22/98 00
0410876973 05 07/01/98 0
410876973 O 06/01/28
0
1
1751115 A37/G02 F 84,400.00 ZZ
360 84,400.00 1
585 WILLIAMSBURG COURT 8.000 619.30 80
UNIT C2 7.750 619.30 105,500.00
WHEELING IL 60090 1 05/29/98 00
0430826925 01 07/01/98 0
98W149829 O 06/01/28
0
1751122 573/G02 F 144,800.00 ZZ
360 144,800.00 1
38513 GLEN ABBEY LANE 8.625 1,126.24 80
8.375 1,126.24 181,000.00
MURRIETA CA 92562 1 05/19/98 00
0430824748 01 07/01/98 0
130231 N 06/01/28
0
1751183 E22/G02 F 268,000.00 ZZ
360 268,000.00 1
31906 LYNDBROOK COURT 8.375 2,036.99 80
8.125 2,036.99 335,000.00
WESTLAKE VILLAG CA 91361 5 05/05/98 00
0410809677 05 07/01/98 0
410809677 O 06/01/28
0
1751190 E22/G02 F 136,000.00 ZZ
360 136,000.00 3
1756 CLAY AVENUE 8.500 1,045.72 85
8.250 1,045.72 160,000.00
BRONX NY 10457 2 05/08/98 04
0410763908 05 07/01/98 12
410763908 O 06/01/28
0
1751192 E22/G02 F 65,000.00 ZZ
360 64,959.60 1
1285 N. HIGHWAY 89 8.375 494.05 60
8.125 494.05 109,000.00
RICHFIELD UT 84701 5 04/06/98 00
0410790042 05 06/01/98 0
410790042 N 05/01/28
0
1751203 E22/G02 F 78,200.00 ZZ
360 78,200.00 1
1
609 COALBERRY ROAD 7.875 567.00 56
7.625 567.00 140,000.00
RICHMOND VA 23236 2 05/19/98 00
0410819577 05 07/01/98 0
410819577 N 06/01/28
0
1751252 967/G02 F 143,600.00 ZZ
360 143,600.00 1
4832 OAKWOOD STREET 8.000 1,053.69 80
7.750 1,053.69 179,500.00
LAKESIDE AZ 85929 1 05/28/98 00
0430828848 05 07/01/98 0
4474177 O 06/01/28
0
1751266 E22/G02 F 194,250.00 ZZ
360 194,135.31 1
8670 WHITETAIL CIRCLE 8.625 1,510.86 95
8.375 1,510.86 204,500.00
STREETSBORO OH 44241 1 05/06/98 04
0410797831 03 06/01/98 30
410797831 O 05/01/28
0
1751269 E22/G02 F 119,000.00 ZZ
360 119,000.00 1
115 BEAKES 8.750 936.17 70
8.500 936.17 170,000.00
ANN ARBOR MI 48104 5 05/06/98 00
0410837512 05 07/01/98 0
410837512 N 06/01/28
0
1751271 E22/G02 F 52,000.00 ZZ
360 52,000.00 1
16441 BLATT BOULEVARD 7.500 363.59 80
UNIT #202 7.250 363.59 65,000.00
FORT LAUDERDALE FL 33326 1 05/11/98 00
0410844922 01 07/01/98 0
410844922 O 06/01/28
0
1751273 E22/G02 F 40,000.00 ZZ
360 40,000.00 1
1700 BAIRD FARM CIRCLE 8.250 300.51 75
UNIT #1210 8.000 300.51 53,500.00
ARLINGTON TX 76006 1 05/12/98 00
0410852537 01 07/01/98 0
1
410852537 O 06/01/28
0
1751290 E26/G02 F 114,550.00 T
360 114,550.00 1
4232 BOXWOOD LANE 9.000 921.70 90
8.750 921.70 127,285.00
WILLIAMSBURG VA 23188 1 05/22/98 11
0430828087 03 07/01/98 25
30800075 O 06/01/28
0
1751320 E22/G02 F 119,000.00 ZZ
360 119,000.00 1
1231 SOUTH DE LAY AVENUE 8.250 894.01 77
8.000 894.01 155,000.00
GLENDORA CA 91740 5 05/20/98 00
0410748131 05 07/01/98 0
410748131 O 06/01/28
0
1751330 E22/G02 F 134,400.00 ZZ
360 134,400.00 1
2815 PORTER LANE 7.625 951.27 80
7.375 951.27 168,000.00
VENTURA CA 93003 1 05/18/98 00
0410874416 05 07/01/98 0
410874416 O 06/01/28
0
1751337 E22/G02 F 212,000.00 ZZ
360 212,000.00 1
2247 INDIGO DRIVE 8.125 1,574.09 80
7.875 1,574.09 265,000.00
EL CAJON CA 92019 1 05/27/98 00
0410873194 03 07/01/98 0
410873194 O 06/01/28
0
1751339 E22/G02 F 172,800.00 ZZ
360 172,800.00 1
3700 NORTHWEST ROOSEVELT DRIVE 7.625 1,223.07 80
7.375 1,223.07 216,000.00
CORVALLIS OR 97330 1 05/26/98 00
0410852834 03 07/01/98 0
410852834 O 06/01/28
0
1
1751484 964/G02 F 167,000.00 ZZ
360 167,000.00 1
21038 POOLSIDE LANE #5 7.875 1,210.87 80
7.625 1,210.87 210,000.00
HUNTINGTON BEAC CA 92648 2 05/05/98 00
0430823849 01 07/01/98 0
35793 O 06/01/28
0
1751486 965/G02 F 73,000.00 ZZ
360 73,000.00 1
7025 NORTH VILLAGE VIEW DRIVE 7.875 529.30 83
7.625 529.30 89,000.00
TUCSON AZ 85741 5 05/21/98 11
0430828202 05 07/01/98 12
0498 O 06/01/28
0
1751531 950/G02 F 160,000.00 ZZ
360 160,000.00 4
925 18TH STREET NORTHEAST 7.625 1,132.47 80
7.375 1,132.47 200,000.00
AUBURN WA 98002 2 05/11/98 00
0430839746 05 07/01/98 0
F04169830 N 06/01/28
0
1751576 E22/G02 F 62,700.00 ZZ
360 62,700.00 1
204 ELLA LANE 8.500 482.11 95
8.250 482.11 66,000.00
BERTRAM TX 78605 1 05/15/98 04
0410872543 05 07/01/98 30
410872543 O 06/01/28
0
1751580 E22/G02 F 335,000.00 ZZ
360 335,000.00 1
360 W. SPRING CREEK RD 8.250 2,516.74 67
8.000 2,516.74 500,000.00
ALTA WY 83422 5 05/13/98 00
0410827851 05 07/01/98 0
410827851 O 06/01/28
0
1751581 E22/G02 F 72,900.00 ZZ
360 72,900.00 2
2423 VENTURA DRIVE 9.125 593.14 90
8.875 593.14 81,000.00
1
ARLINGTON TX 76015 1 05/15/98 10
0410853725 05 07/01/98 25
410853725 N 06/01/28
0
1751587 E22/G02 F 97,300.00 ZZ
360 97,300.00 1
4023 WYCLIFF AVE UNIT 204 8.125 722.45 90
7.875 722.45 108,150.00
DALLAS TX 75219 1 05/15/98 10
0410840557 01 07/01/98 25
410840557 O 06/01/28
0
1751597 E22/G02 F 136,000.00 ZZ
360 136,000.00 1
7284 COTTONWOOD KNOLL ST 8.250 1,021.72 80
8.000 1,021.72 170,000.00
WEST BLOOMFIELD MI 48332 1 05/21/98 00
0410849061 05 07/01/98 0
410849061 O 06/01/28
0
1751602 E22/G02 F 68,000.00 ZZ
360 68,000.00 1
724 11TH ST S 8.250 510.86 85
8.000 510.86 80,000.00
BENSON MN 56215 5 05/08/98 10
0410843270 05 07/01/98 12
410843270 O 06/01/28
0
1751605 E22/G02 F 42,750.00 ZZ
360 42,750.00 1
2213 SOUTH BRAESWOOD BLVD 8.500 328.71 95
8.250 328.71 45,000.00
HOUSTON TX 77030 1 05/13/98 10
0410843080 01 07/01/98 30
410843080 O 06/01/28
0
1751616 E22/G02 F 164,150.00 T
360 164,150.00 1
18162 SW 33 STREET 8.500 1,262.18 80
8.250 1,262.18 205,242.00
MIRAMAR FL 33029 1 05/06/98 00
0410803175 03 07/01/98 0
410803175 O 06/01/28
0
1
1751617 E22/G02 F 130,000.00 ZZ
360 130,000.00 1
767 WOOD MEADOW WAY 8.250 976.65 75
8.000 976.65 175,000.00
WEBSTER NY 14580 5 05/18/98 00
0410811376 05 07/01/98 0
410811376 O 06/01/28
0
1751723 E22/G02 F 55,200.00 ZZ
360 55,200.00 1
116 SPRUCE STREET 8.000 405.04 80
7.750 405.04 69,500.00
HENDERSONVILLE NC 28739 1 05/14/98 00
0410828511 05 07/01/98 0
410828511 O 06/01/28
0
1751727 E22/G02 F 146,400.00 ZZ
360 146,400.00 1
4845 E. FIFTH STREET 7.750 1,048.83 80
7.500 1,048.83 183,000.00
CARSON CITY NV 89701 1 05/13/98 00
0410826531 05 07/01/98 0
410826531 O 06/01/28
0
1751733 E22/G02 F 42,400.00 ZZ
360 42,374.97 1
208 OVERLAND TRAIL 8.625 329.78 80
8.375 329.78 53,000.00
JACKSONVILLE AR 72076 1 04/30/98 00
0410819361 05 06/01/98 0
410819361 N 05/01/28
0
1751736 E22/G02 F 25,200.00 ZZ
360 25,200.00 1
87 FLORACK STREET 8.875 200.50 90
8.625 200.50 28,000.00
ROCHESTER NY 14621 1 05/13/98 04
0410717433 05 07/01/98 25
410717433 N 06/01/28
0
1751738 E22/G02 F 298,000.00 ZZ
360 298,000.00 4
1
936-938 NORTH HIGHLAND AVENUE 8.875 2,371.02 83
8.625 2,371.02 360,000.00
ATLANTA GA 30306 2 05/12/98 04
0410824981 05 07/01/98 20
410824981 N 06/01/28
0
1751745 E22/G02 F 185,000.00 ZZ
360 185,000.00 1
7000 IDLEWOOD ROAD 8.000 1,357.46 74
7.750 1,357.46 250,000.00
TAHOE VISTA CA 96148 1 05/13/98 00
0410819874 05 07/01/98 0
410819874 O 06/01/28
0
1751757 E22/G02 F 122,500.00 ZZ
360 122,500.00 1
5259 MIOCENE CIRCLE 8.375 931.09 70
8.125 931.09 175,000.00
OROVILLE CA 95965 5 05/07/98 00
0410855811 05 07/01/98 0
410855811 N 06/01/28
0
1751763 E22/G02 F 196,000.00 ZZ
360 196,000.00 1
5133 MARYLAND 7.750 1,404.17 80
7.500 1,404.17 245,000.00
GLENDALE CA 91214 1 05/07/98 00
0410845465 05 07/01/98 0
410845465 O 06/01/28
0
1751764 E22/G02 F 112,500.00 ZZ
360 112,500.00 1
6715 162ND PLACE SOUTHWES 8.250 845.17 90
8.000 845.17 125,000.00
LYNNWOOD WA 98037 1 05/07/98 04
0410801815 05 07/01/98 25
410801815 N 06/01/28
0
1751777 E22/G02 F 110,400.00 ZZ
360 110,400.00 1
11982 183RD STREET 7.500 771.93 80
7.250 771.93 138,000.00
ARTESIA CA 90701 1 05/19/98 00
0410847958 05 07/01/98 0
1
410847958 O 06/01/28
0
1751790 E22/G02 F 196,000.00 ZZ
360 196,000.00 1
2246 GONDAR AVENUE 7.625 1,387.28 80
7.375 1,387.28 245,000.00
LONG BEACH CA 90815 1 05/19/98 00
0410875769 05 07/01/98 0
410875769 O 06/01/28
0
1751793 E22/G02 F 200,000.00 ZZ
360 200,000.00 1
15672 ELKO COURT 7.875 1,450.14 80
7.625 1,450.14 252,500.00
SAN LEANDRO CA 94579 1 05/11/98 00
0410852776 05 07/01/98 0
410852776 O 06/01/28
0
1751794 E22/G02 F 149,400.00 T
360 149,400.00 1
4100 FOLSOM BOULEVARD 8.875 1,188.69 90
UNIT #2C 8.625 1,188.69 166,000.00
SACRAMENTO CA 95819 1 05/11/98 10
0410855951 01 07/01/98 25
410855951 O 06/01/28
0
1751796 462/G02 F 111,700.00 ZZ
360 111,700.00 1
659 RANDON TERRACE 7.625 790.61 80
7.375 790.61 139,740.00
LAKE MARY FL 32746 1 05/22/98 00
0430826479 03 07/01/98 0
0005319702 O 06/01/28
0
1751815 134/G02 F 649,995.00 ZZ
360 649,995.00 1
581 INGLESIDE PARK 7.750 4,656.65 37
7.500 4,656.65 1,800,000.00
EVANSTON IL 60201 2 05/15/98 00
0430828277 05 07/01/98 0
59334359 O 06/01/28
0
1
1751827 H93/G02 F 117,000.00 ZZ
360 117,000.00 1
2108 HIGH COURT LANE #302 8.125 868.72 90
7.875 868.72 130,000.00
HERNDON VA 20170 2 05/12/98 04
0430837286 01 07/01/98 25
9833703 N 06/01/28
0
1751952 E22/G02 F 146,000.00 ZZ
360 146,000.00 1
243 SIERRA VISTA AVENUE 8.375 1,109.71 41
8.125 1,109.71 362,000.00
MOUNTAIN VIEW CA 94043 5 05/13/98 00
0410855506 09 07/01/98 0
410855506 O 06/01/28
0
1751953 E22/G02 F 34,100.00 ZZ
360 34,100.00 1
4961 WHITTIER DRIVE 8.500 262.20 70
8.250 262.20 49,000.00
SACRAMENTO CA 95820 1 05/08/98 00
0410858476 05 07/01/98 0
410858476 N 06/01/28
0
1751962 E22/G02 F 85,600.00 ZZ
360 85,600.00 1
177 SOUTH KELLER AVENUE 7.625 605.87 80
7.375 605.87 107,000.00
EAST WENATCHEE WA 98802 5 05/14/98 00
0410841787 05 07/01/98 0
410841787 O 06/01/28
0
1751969 E22/G02 F 127,200.00 ZZ
360 127,200.00 1
1307 PROVENCE COURT 8.125 944.46 80
7.875 944.46 159,000.00
ANTIOCH CA 94509 1 05/12/98 00
0410843304 05 07/01/98 0
410843304 O 06/01/28
0
1751978 E22/G02 F 170,400.00 ZZ
360 170,400.00 1
26610 N.E. MILLER STREET 7.750 1,220.77 80
7.500 1,220.77 213,000.00
1
DUVALL WA 98019 1 05/19/98 00
0410875066 05 07/01/98 0
410875066 O 06/01/28
0
1751980 E22/G02 F 139,500.00 ZZ
360 139,500.00 1
11670 SOUTHWEST 67TH AVENUE 9.000 1,122.45 90
8.750 1,122.45 155,000.00
TIGARD OR 97223 1 05/14/98 04
0410848683 05 07/01/98 25
410848683 N 06/01/28
0
1751987 E22/G02 F 104,550.00 ZZ
360 104,550.00 1
2917 HORSESHOE WAY 7.750 749.01 85
7.500 749.01 123,000.00
NORTH POLE AK 99705 5 05/11/98 04
0410857502 05 07/01/98 12
410857502 O 06/01/28
0
1752001 K08/G02 F 88,000.00 ZZ
360 88,000.00 1
527 SPRING ROAD 8.375 668.86 80
UNIT # 18 8.125 668.86 110,000.00
MOORPARK CA 93021 2 05/26/98 00
0410862775 01 07/01/98 0
410862775 O 06/01/28
0
1752007 E22/G02 F 170,000.00 ZZ
360 170,000.00 1
42925 CALLE CORTO 8.000 1,247.40 55
7.750 1,247.40 310,000.00
TEMECULA CA 92590 5 05/26/98 00
0410875736 05 07/01/98 0
410875736 O 06/01/28
0
1752079 964/G02 F 125,500.00 ZZ
360 125,500.00 1
12100 MONTECITO ROAD #142 7.750 899.10 76
7.500 899.10 166,000.00
LOS ALAMITOS AR CA 90720 2 05/22/98 00
0430826040 09 07/01/98 0
36296 O 06/01/28
0
1
1752175 964/G02 F 188,000.00 ZZ
360 188,000.00 1
1025 TWEED PLACE 7.875 1,363.13 80
7.625 1,363.13 235,000.00
SEASIDE CA 93955 1 05/26/98 00
0430827436 05 07/01/98 0
36855 O 06/01/28
0
1752213 K08/G02 F 120,000.00 ZZ
360 120,000.00 4
3305 WELLESLEY NE, 8.500 922.70 80
8.250 922.70 150,000.00
ALBUQUERQUE NM 87107 1 05/20/98 00
0410810824 05 07/01/98 0
410810824 N 06/01/28
0
1752219 E22/G02 F 48,000.00 ZZ
360 48,000.00 1
2007 VISTA DR 8.250 360.61 80
8.000 360.61 60,000.00
CRYSTAL BEACH TX 77650 1 05/20/98 00
0410878755 05 07/01/98 0
410878755 O 06/01/28
0
1752220 E22/G02 F 193,150.00 ZZ
360 193,150.00 1
4040 PURDUE STREET 7.625 1,367.10 60
7.375 1,367.10 322,000.00
UNIVERSITY PARK TX 75225 1 05/18/98 00
0410863187 05 07/01/98 0
410863187 O 06/01/28
0
1752222 E22/G02 F 38,250.00 ZZ
360 38,250.00 3
1314 RIDGE AVENUE 8.625 297.50 90
8.375 297.50 42,500.00
NORTH BRADDOCK PA 15104 1 05/27/98 10
0410788509 05 07/01/98 25
410788509 N 06/01/28
0
1752224 E22/G02 F 81,750.00 ZZ
360 81,750.00 2
1
406 FRONT STREET 8.250 614.16 75
8.000 614.16 109,000.00
CLIFTON CO 81501 2 05/21/98 00
0410858336 05 07/01/98 0
410858336 N 06/01/28
0
1752264 E82/G02 F 136,700.00 ZZ
360 136,700.00 4
2926/2928 CHICHESTER AVENUE 8.125 1,014.99 85
7.875 1,014.99 161,000.00
BOOTHWYN PA 19061 2 05/29/98 04
0400108270 05 07/01/98 12
0400108270 N 06/01/28
0
1752333 E82/G02 F 140,800.00 ZZ
360 140,800.00 1
4713 CARITA WOODS WAY 8.000 1,033.14 80
7.750 1,033.14 176,000.00
LEXINGTON KY 40515 2 05/26/98 00
0400123493 05 07/01/98 0
0400123493 O 06/01/28
0
1752358 K08/G02 F 206,400.00 ZZ
360 206,129.06 1
23034 BALCOMBE 8.125 1,532.52 80
7.875 1,532.52 258,000.00
NOVI MI 48375 2 03/26/98 00
0410765143 05 05/01/98 0
410765143 O 04/01/28
0
1752393 E22/G02 F 312,000.00 ZZ
360 312,000.00 1
5303 SHASTA HILL COURT 8.125 2,316.59 95
7.875 2,316.59 328,500.00
CHARLOTTE NC 28211 1 05/22/98 10
0410884555 05 07/01/98 30
410884555 O 06/01/28
0
1752404 K08/G02 F 240,600.00 ZZ
360 240,454.24 1
18260 HEATHERLEA 8.500 1,850.01 80
8.250 1,850.01 300,830.00
LIVONIA MI 48150 1 05/01/98 00
0410842488 05 06/01/98 0
1
410842488 O 05/01/28
0
1752407 E22/G02 F 164,000.00 ZZ
360 164,000.00 1
39 DEERBERRY FOREST CR. 7.750 1,174.92 80
7.500 1,174.92 205,000.00
LITTLE ROCK AR 72211 1 05/06/98 00
0410819320 03 07/01/98 0
410819320 O 06/01/28
0
1752434 E22/G02 F 145,800.00 ZZ
360 145,800.00 3
7319 S ROCKWELL 9.125 1,186.28 90
8.875 1,186.28 162,000.00
CHICAGO IL 60629 1 05/22/98 04
0410844138 05 07/01/98 25
410844138 N 06/01/28
0
1752453 K08/G02 F 114,300.00 ZZ
360 114,300.00 2
143 SOUTH EIGHTH AVENUE 9.250 940.32 90
9.000 940.32 127,000.00
MANVILLE NJ 08835 1 05/14/98 04
0410846208 05 07/01/98 25
410846208 N 06/01/28
0
1752470 E22/G02 F 370,500.00 ZZ
360 370,500.00 1
1800 BIRCH DRIVE NW 8.500 2,848.82 95
8.250 2,848.82 390,000.00
WASHINGTON DC 20012 1 05/22/98 04
0410875256 05 07/01/98 30
410875256 O 06/01/28
0
1752476 E22/G02 F 143,450.00 ZZ
360 143,450.00 1
602 SIMMS LANDING ROAD 8.125 1,065.11 80
7.875 1,065.11 179,350.00
CROWNSVILLE MD 21032 1 05/22/98 00
0410873665 05 07/01/98 0
410873665 O 06/01/28
0
1
1752483 E22/G02 F 125,000.00 ZZ
360 125,000.00 1
6393 NORTH POWELL ROAD 7.625 884.74 64
7.375 884.74 195,500.00
PARKER CO 80134 1 05/28/98 00
0410872949 05 07/01/98 0
410872949 O 06/01/28
0
1752491 E22/G02 F 61,200.00 ZZ
360 61,200.00 1
2376 ALBANY POST ROAD 7.500 427.92 48
7.250 427.92 130,000.00
MONTGOMERY NY 12586 1 05/22/98 00
0410754436 05 07/01/98 0
410754436 O 06/01/28
0
1752492 K08/G02 F 196,200.00 ZZ
360 196,200.00 1
1853 FAIRVIEW 9.250 1,614.09 90
9.000 1,614.09 218,000.00
BIRMINGHAM MI 48009 1 05/28/98 04
0410854772 05 07/01/98 25
410854772 N 06/01/28
0
1752495 E22/G02 F 69,000.00 ZZ
360 69,000.00 1
6489 ALUM CREEK DRIVE 7.500 482.46 69
7.250 482.46 100,000.00
GROVEPORT OH 43125 2 05/19/98 00
0410839658 05 07/01/98 0
410839658 O 06/01/28
0
1752496 E22/G02 F 120,000.00 T
360 120,000.00 1
4618 HAMMOCK CIRCLE 8.125 891.00 65
7.875 891.00 185,300.00
DELRAY BEACH FL 33445 1 05/20/98 00
0410774897 03 07/01/98 0
410774897 O 06/01/28
0
1752497 E22/G02 F 94,400.00 ZZ
360 94,400.00 2
1012 8TH ST. SOUTHEAST 8.750 742.65 90
8.500 742.65 104,900.00
1
MINNEAPOLIS MN 55414 1 05/21/98 10
0410871917 05 07/01/98 25
410871917 N 06/01/28
0
1752633 E86/G02 F 107,100.00 ZZ
360 107,100.00 1
120 PATTERSON WAY 8.750 842.56 90
8.500 842.56 119,000.00
BERLIN CT 06037 1 06/02/98 11
0430838029 05 07/01/98 25
28555 N 06/01/28
0
1752785 964/G02 F 328,000.00 ZZ
360 328,000.00 1
276 FREDERICK ST 7.875 2,378.23 39
7.625 2,378.23 850,000.00
SAN FRANCISCO CA 94117 5 05/26/98 00
0430829531 05 07/01/98 0
34196 O 06/01/28
0
1752805 964/G02 F 75,000.00 ZZ
360 75,000.00 1
821 SOUTH VERA AVENUE 7.625 530.85 79
7.375 530.85 95,000.00
RIPON CA 95366 1 05/28/98 00
0430829176 05 07/01/98 0
36223 O 06/01/28
0
1752807 637/G02 F 134,900.00 ZZ
360 134,809.48 1
1093 ABERDOVEY POINT 8.000 989.85 90
7.750 989.85 149,900.00
HEATHROW FL 32746 3 04/24/98 04
0430843607 03 06/01/98 25
8569212 N 05/01/28
0
1752853 E22/G02 F 233,000.00 ZZ
360 233,000.00 1
3630 ANGELUS AVENUE 7.500 1,629.17 79
7.250 1,629.17 295,000.00
GLENDALE CA 91208 2 05/17/98 00
0410842959 05 07/01/98 0
410842959 O 06/01/28
0
1
1752862 E22/G02 F 116,000.00 ZZ
360 116,000.00 1
2517 RIDGEMEADE DRIVE 7.875 841.08 80
7.625 841.08 145,000.00
GARLAND TX 75240 1 05/26/98 00
0410890347 03 07/01/98 0
410890347 O 06/01/28
0
1752874 E22/G02 F 171,000.00 ZZ
360 171,000.00 2
557-559 EAST 2000 SOUTH 8.375 1,299.72 90
8.125 1,299.72 190,000.00
OREM UT 84058 1 05/22/98 04
0410879811 05 07/01/98 25
410879811 N 06/01/28
0
1753049 E22/G02 F 147,000.00 ZZ
360 147,000.00 2
101 PANTIGO ROAD 8.500 1,130.30 59
8.250 1,130.30 252,000.00
EAST HAMPTON NY 11937 2 05/27/98 00
0410815021 05 07/01/98 0
410815021 N 06/01/28
0
1753051 E22/G02 F 106,200.00 ZZ
360 106,200.00 1
757 VERNITA DRIVE 9.000 854.51 90
8.750 854.51 118,000.00
ORION TWP MI 48362 1 05/26/98 10
0410879639 05 07/01/98 25
410879639 N 06/01/28
0
1753124 405/405 F 157,250.00 ZZ
360 157,250.00 4
6213 BELLOTA DR 7.750 1,126.56 85
7.500 1,126.56 185,000.00
LAS VEGAS NV 89108 1 05/05/98 10
15270051 07 07/01/98 20
15270051 N 06/01/28
0
1753354 134/G02 F 115,650.00 ZZ
360 115,650.00 2
1
329 MISSISSIPPI AVE SE 8.750 909.82 90
8.500 909.82 128,500.00
NORTH CANTON OH 44720 1 05/14/98 11
0430838292 05 07/01/98 25
59304661 N 06/01/28
0
1753429 E22/G02 F 144,000.00 ZZ
360 144,000.00 2
837 & 839 NORTHEAST HACIENDA 8.500 1,107.24 80
COURT 8.250 1,107.24 180,000.00
GRESHAM OR 97030 2 05/16/98 00
0410857338 05 07/01/98 0
410857338 N 06/01/28
0
1753631 575/G02 F 240,000.00 ZZ
360 240,000.00 3
44 UNIVERSITY PLACE 8.375 1,824.18 80
8.125 1,824.18 300,000.00
CHARLOTTESVILLE VA 22903 1 05/28/98 00
0430841601 05 07/01/98 0
9089640 N 06/01/28
0
1753901 G52/G02 F 108,550.00 ZZ
360 108,477.17 1
1136 NORTH IRONWOOD CIRCLE 8.000 796.50 90
7.750 796.50 120,632.00
GILBERT AZ 85234 1 04/14/98 01
0430841114 05 06/01/98 25
48500105 N 05/01/28
0
1754330 637/G02 F 134,900.00 ZZ
360 134,813.98 1
1199 CHESSINGTON CIRCLE 8.250 1,013.46 90
8.000 1,013.46 149,900.00
HEATHROW FL 32746 3 04/24/98 04
0430848283 03 06/01/98 25
8746018 N 05/01/28
0
1754711 K08/G02 F 124,100.00 ZZ
360 124,100.00 1
56 VIOLET COURT 8.875 987.40 90
8.625 987.40 137,900.00
DOVER TOWNSHIP NJ 08753 1 05/28/98 04
0410817027 01 07/01/98 25
1
410817027 N 06/01/28
0
1754891 K08/G02 F 121,500.00 ZZ
360 121,500.00 4
3325 O'NEAL LANE 8.875 966.71 90
8.625 966.71 135,000.00
BATON ROUGE LA 70816 1 05/26/98 10
0410839666 05 07/01/98 25
410839666 N 06/01/28
0
1754909 K08/G02 F 148,500.00 ZZ
360 148,500.00 4
2092 BEAVER SPRINGS LANE 9.125 1,208.24 90
8.875 1,208.24 165,000.00
NORCROSS GA 30071 1 05/29/98 04
0410882161 05 07/01/98 25
410882161 N 06/01/28
0
1754922 K08/G02 F 144,000.00 ZZ
360 144,000.00 4
38550 MEADOWDALE 9.375 1,197.72 90
9.125 1,197.72 160,000.00
CLINTON TWP MI 48038 1 05/21/98 10
0410849079 05 07/01/98 25
410849079 N 06/01/28
0
1754980 F36/G02 F 125,000.00 ZZ
360 125,000.00 1
7201 PIONEER WAY 7.875 906.34 80
7.625 906.34 156,250.00
GIG HARBOR WA 98335 1 05/21/98 00
0430843698 05 07/01/98 0
6501932 N 06/01/28
0
1755046 575/G02 F 120,850.00 ZZ
360 120,850.00 1
46388 MONOCACY SQUARE 7.750 865.79 90
7.500 865.79 134,320.00
STERLING VA 20165 1 05/28/98 12
0430844597 01 07/01/98 25
9099029 N 06/01/28
0
1
1755269 E82/G02 F 103,500.00 ZZ
360 103,500.00 1
431 EAST SAN REMO AVENUE 8.500 795.83 90
8.250 795.83 115,050.00
GILBERT AZ 85234 1 06/05/98 04
0400123256 05 07/01/98 25
0400123256 N 06/01/28
0
1755747 E26/G02 F 43,150.00 ZZ
360 43,150.00 4
115 JACOB ST 8.750 339.47 90
8.500 339.47 48,000.00
SAN ANTONIO TX 78210 1 05/15/98 11
0430845768 05 07/01/98 25
32800083 N 06/01/28
0
1755780 638/G02 F 105,300.00 ZZ
360 105,300.00 1
1383 HAMPSHIRE COURT 8.750 828.40 90
8.500 828.40 117,000.00
ROSELLE IL 60172 1 05/28/98 10
0430846808 01 07/01/98 25
8745637 N 06/01/28
0
1757679 K08/G02 F 200,000.00 ZZ
360 200,000.00 1
2661 F ROAD 8.625 1,555.58 80
8.375 1,555.58 250,000.00
LOXAHATCHEE FL 33470 1 06/05/98 00
0410876809 05 07/01/98 0
410876809 N 06/01/28
0
2636092 387/387 F 568,750.00 ZZ
360 567,879.81 1
10 ATHERTON AVENUE 7.500 3,976.78 65
7.250 3,976.78 875,000.00
ATHERTON CA 94027 5 03/23/98 00
0001374016 05 05/01/98 0
0001374016 O 04/01/28
0
2639158 387/387 F 305,150.00 ZZ
360 304,695.66 1
1212 CLIFFROSE COURT 7.500 2,133.65 85
7.250 2,133.65 359,000.00
1
FORT COLLINS CO 80525 5 03/24/98 23
0001350057 03 05/01/98 0
0001350057 O 04/01/28
0
2639164 387/387 F 343,650.00 ZZ
360 342,953.64 1
3089 PARKSIDE DRIVE 8.000 2,521.58 79
7.750 2,521.58 435,000.00
HIGHLAND PARK IL 60035 5 02/27/98 00
0001361146 05 04/01/98 0
0001361146 O 03/01/28
0
2639928 286/286 F 37,350.00 ZZ
240 37,178.25 2
1532-4 CLIFTON AVE 8.875 333.06 90
8.625 333.06 41,500.00
COLUMBUS OH 43203 1 02/27/98 10
0008572104 05 04/01/98 25
0008572104 N 03/01/18
0
2639930 286/286 F 48,000.00 ZZ
360 47,935.37 1
5310 LEICESTER CT 8.000 352.21 73
7.750 352.21 66,000.00
VIRGINIA BEACH VA 23462 2 03/25/98 00
0008574079 05 05/01/98 0
0008574079 N 04/01/28
0
2639940 286/286 F 58,500.00 ZZ
360 58,428.85 1
3 WELL ST 8.500 449.82 90
8.250 449.82 65,000.00
SOMERSWORTH NH 03878 1 03/17/98 11
0008634972 05 05/01/98 25
0008634972 N 04/01/28
0
2639942 286/286 F 44,100.00 ZZ
360 44,046.36 1
3 1/2 BEACON CT 8.500 339.10 90
8.250 339.10 49,000.00
NASHUA NH 03060 1 03/27/98 11
0008635018 05 05/01/98 25
0008635018 N 04/01/28
0
1
2639944 286/286 F 36,900.00 ZZ
360 36,857.37 1
210D VIRGINIA AVE 8.750 290.30 90
8.500 290.30 41,000.00
BRIDGEPORT CT 06610 1 03/06/98 11
0008635693 01 05/01/98 25
0008635693 N 04/01/28
0
2639945 286/286 F 20,250.00 ZZ
360 20,226.61 1
980 LINDLEY ST UNIT 408 8.750 159.31 75
8.500 159.31 27,000.00
BRIDGEPORT CT 06606 1 03/06/98 00
0008635694 01 05/01/98 0
0008635694 N 04/01/28
0
2639946 286/286 F 50,000.00 ZZ
360 49,915.26 4
25-31 ACME PL 8.875 397.83 80
8.625 397.83 63,000.00
SPRINGFIELD MA 01104 1 02/27/98 00
0008635855 05 04/01/98 0
0008635855 N 03/01/28
0
2639950 286/286 F 16,400.00 ZZ
360 16,322.55 1
736 17TH ST 8.750 129.02 80
8.500 129.02 20,500.00
NIAGARA FALLS NY 14301 1 09/30/97 00
0008636212 05 11/01/97 0
0008636212 N 10/01/27
0
2639957 286/286 F 21,150.00 ZZ
360 21,012.49 1
213 N INDEPENDENCE AVE 8.750 166.39 90
8.500 166.39 23,500.00
ROCKFORD IL 61102 1 02/27/98 11
0008643557 05 04/01/98 25
0008643557 N 03/01/28
0
2640001 286/286 F 31,850.00 ZZ
360 31,777.76 1
1
2767 PALM DR NORTHEAST 8.875 253.42 90
8.625 253.42 35,400.00
PALM BAY FL 32905 1 01/06/98 10
0008688363 05 03/01/98 25
0008688363 N 02/01/28
0
2640015 286/286 F 34,200.00 ZZ
360 34,140.52 2
629 EXETER SW 8.750 269.06 95
8.500 269.06 36,000.00
CANTON OH 44710 1 02/19/98 10
0008713726 05 04/01/98 30
0008713726 O 03/01/28
0
2640034 286/286 F 31,950.00 ZZ
360 31,912.12 1
602 VERMONT AVE 8.625 248.51 90
8.375 248.51 35,500.00
PORTSMOUTH VA 23703 1 04/02/98 10
0008728681 05 05/01/98 25
0008728681 N 04/01/28
0
2640035 286/286 F 27,700.00 ZZ
360 27,666.32 1
19761 ROWE 8.500 212.99 90
8.250 212.99 30,800.00
DETROIT MI 48021 1 03/02/98 12
0008729577 05 05/01/98 25
0008729577 N 04/01/28
0
2640060 286/286 F 33,000.00 ZZ
360 32,938.02 1
166 PALLAS RD 8.375 250.83 54
8.125 250.83 62,000.00
WILLIAMSTOWN VT 05679 1 02/13/98 00
0008752591 05 04/01/98 0
0008752591 O 03/01/28
0
2640061 286/286 F 50,400.00 ZZ
240 50,149.44 1
3368 FREDERICK STREET 8.250 429.45 88
8.000 429.45 57,500.00
PHILADELPHIA PA 19129 2 02/06/98 04
0008752615 05 04/01/98 25
1
0008752615 N 03/01/18
0
2640065 286/286 F 58,500.00 ZZ
360 58,432.44 2
172 SPRING ST 8.750 460.22 90
8.500 460.22 65,000.00
PATERSON NJ 07514 1 03/02/98 04
0008753062 05 05/01/98 25
0008753062 N 04/01/28
0
2640083 286/286 F 286,200.00 ZZ
360 285,869.47 4
490 BENEDICT AVE 8.750 2,251.54 90
8.500 2,251.54 318,000.00
TARRYTOWN NY 10591 2 03/20/98 12
0008753686 05 05/01/98 25
0008753686 O 04/01/28
0
2640084 286/286 F 27,000.00 ZZ
360 26,968.82 3
1622 DRUID HILL AVE 8.750 212.41 90
8.500 212.41 30,000.00
BALTIMORE MD 21215 1 03/16/98 04
0008753724 05 05/01/98 25
0008753724 N 04/01/28
0
2640089 286/286 F 26,550.00 ZZ
360 26,516.00 1
2333 W COOLIDGE ST 8.250 199.47 90
8.000 199.47 29,500.00
PHOENIX AZ 85015 1 04/02/98 11
0008754651 05 05/01/98 25
0008754651 N 04/01/28
0
2640094 286/286 F 47,790.00 ZZ
360 47,731.88 1
757 BLAKE AVE SE 8.500 367.47 90
8.250 367.47 53,100.00
ATLANTA GA 30316 1 03/12/98 10
0008756028 05 05/01/98 25
0008756028 N 04/01/28
0
1
2640096 286/286 F 48,000.00 ZZ
360 47,912.14 2
207-209 WALTON RD 8.500 369.08 80
8.250 369.08 60,000.00
SALISBURY NC 28144 1 02/12/98 00
0008756167 05 04/01/98 0
0008756167 N 03/01/28
0
2640097 286/286 F 48,000.00 ZZ
360 47,914.37 2
211-213 WALTON RD 8.625 373.34 80
8.375 373.34 60,000.00
SALISBURY NC 28146 1 02/12/98 00
0008756168 05 04/01/98 0
0008756168 N 03/01/28
0
2640108 286/286 F 44,200.00 ZZ
360 44,173.22 1
1670 N COLONY RD 8.500 339.86 85
8.250 339.86 52,000.00
MERIDEN CT 06450 1 04/03/98 11
0008760876 05 06/01/98 20
0008760876 N 05/01/28
0
2640110 286/286 F 16,650.00 ZZ
360 16,640.91 1
2612 E 3RD ST 9.000 133.97 90
8.750 133.97 18,500.00
JOPLIN MO 64801 1 04/01/98 11
0008761435 05 06/01/98 25
0008761435 N 05/01/28
0
2640136 286/286 F 27,500.00 ZZ
360 27,304.52 1
213 WHITLEY AVE 8.500 211.46 90
8.250 211.46 30,600.00
STANFORD KY 40484 1 03/27/98 10
0008997462 05 05/01/98 25
0008997462 N 04/01/28
0
2641850 696/G02 F 50,000.00 ZZ
360 50,000.00 1
2849 BELAIR PLACE, N.E. 7.875 362.53 48
7.625 362.53 105,000.00
1
WASHINGTON DC 20018 2 05/08/98 00
0430779264 05 07/01/98 0
2028023 O 06/01/28
0
2643135 286/286 F 320,000.00 ZZ
360 319,737.70 1
1334 PISGAH STATE RD 7.000 2,128.97 68
6.750 2,128.97 475,000.00
SHERMANSDALE PA 17090 2 04/29/98 00
0009213817 05 06/01/98 0
0009213817 O 05/01/28
0
2645741 387/387 F 49,650.00 ZZ
360 49,588.06 1
615 OLD MANOR RD 8.375 377.38 56
8.125 377.38 90,000.00
LILBURN GA 30047 2 03/30/98 00
0001367598 05 05/01/98 0
0001367598 N 04/01/28
0
2645742 387/387 F 49,650.00 ZZ
360 49,588.06 1
4772 BURNS ROAD 8.375 377.38 61
8.125 377.38 82,500.00
LILBURN GA 30047 2 03/30/98 00
0001367622 05 05/01/98 0
0001367622 N 04/01/28
0
2645796 387/387 F 50,000.00 ZZ
360 49,932.68 1
2129 CAMBRIDGE 8.000 366.88 52
7.750 366.88 97,500.00
MONTROSE CO 81401 1 03/27/98 00
0001388172 05 05/01/98 0
0001388172 N 04/01/28
0
2645797 387/387 F 58,500.00 ZZ
360 58,425.14 1
1215 EAST BAKER DRIVE 8.250 439.49 75
8.000 439.49 78,000.00
TEMPE AZ 85282 1 03/24/98 00
0001388214 03 05/01/98 0
0001388214 O 04/01/28
0
1
2645810 387/387 F 22,050.00 ZZ
360 22,037.31 1
19234 AVENUE OF THE OAKS 8.750 173.47 70
8.500 173.47 31,500.00
NEWHALL CA 91321 1 04/09/98 00
0001389949 03 06/01/98 0
0001389949 N 05/01/28
0
2645824 387/387 F 58,500.00 ZZ
360 58,423.20 2
2763 63RD TERRACE NORTH 8.125 434.36 65
7.875 434.36 90,000.00
ST. PETERSBURG FL 33702 2 03/30/98 00
0001391796 03 05/01/98 0
0001391796 O 04/01/28
0
2645958 387/387 F 340,000.00 ZZ
360 339,480.97 1
23805 CURRANT DRIVE 7.375 2,348.30 80
7.125 2,348.30 430,000.00
GOLDEN CO 80401 5 04/06/98 00
0001368042 03 05/01/98 0
0001368042 O 04/01/28
0
2645961 387/387 F 316,000.00 ZZ
360 315,787.97 1
3399 VANDERBILT WAY 8.000 2,318.70 80
7.750 2,318.70 395,000.00
SANTA CLARA CA 95051 5 04/06/98 00
0001392679 05 06/01/98 0
0001392679 O 05/01/28
0
2645981 387/387 F 450,000.00 ZZ
360 449,682.39 1
2703 RIDGEVIEW LANE 7.750 3,223.86 50
7.500 3,223.86 900,000.00
WALNUT CREEK CA 94598 5 04/16/98 00
0001400159 05 06/01/98 0
0001400159 O 05/01/28
0
2646016 387/387 F 290,000.00 ZZ
360 289,779.33 1
1
339 MEDEA CREEK LANE 7.375 2,002.96 75
7.125 2,002.96 390,000.00
AGOURA CA 91301 5 04/29/98 00
0001360619 05 06/01/98 0
0001360619 O 05/01/28
0
2646018 387/387 F 243,000.00 ZZ
360 242,828.49 1
2711 FOX RIVER DRIVE 7.750 1,740.88 75
7.500 1,740.88 324,000.00
NAPERVILLE IL 60565 2 04/27/98 00
0001373083 05 06/01/98 0
0001373083 O 05/01/28
0
2646026 387/387 F 295,000.00 ZZ
360 294,786.49 1
7517 SOUTH FLORENCE AVENUE 7.625 2,087.99 80
7.375 2,087.99 370,000.00
DOWNERS GROVE IL 60516 2 04/28/98 00
0001381169 03 06/01/98 0
0001381169 O 05/01/28
0
2646028 387/387 F 460,000.00 ZZ
360 459,675.33 1
39340 CANYON HEIGHTS DRIVE 7.750 3,295.50 69
7.500 3,295.50 675,000.00
FREMONT CA 94539 2 04/29/98 00
0001382167 05 06/01/98 0
0001382167 O 05/01/28
0
2646030 387/387 F 255,400.00 ZZ
360 255,228.64 1
4130 MICHELLE DRIVE 8.000 1,874.03 70
7.750 1,874.03 370,000.00
TORRANCE CA 90503 2 04/28/98 00
0001383272 05 06/01/98 0
0001383272 O 05/01/28
0
2646038 387/387 F 300,000.00 ZZ
360 299,459.48 1
2010 LORAIN ROAD 7.625 2,123.38 57
7.375 2,123.38 535,000.00
SAN MARINO CA 91108 5 04/29/98 00
0001405463 05 06/01/98 0
1
0001405463 O 05/01/28
0
2646063 387/387 F 399,900.00 ZZ
360 399,603.22 1
211 SOUTH MEDIO DRIVE 7.500 2,796.16 52
7.250 2,796.16 775,000.00
LOS ANGELES CA 90049 2 04/29/98 00
0001414887 05 06/01/98 0
0001414887 O 05/01/28
0
2648654 696/G02 F 146,700.00 ZZ
360 146,700.00 1
4703 BLACKFOOT ROAD 8.000 1,076.43 90
7.750 1,076.43 163,000.00
COLLEGE PARK MD 20740 1 05/29/98 10
0430818104 03 07/01/98 25
3228091 O 06/01/28
0
TOTAL NUMBER OF LOANS : 1,194
TOTAL ORIGINAL BALANCE : 160,972,918.00
TOTAL PRINCIPAL BALANCE : 160,885,875.01
TOTAL ORIGINAL P+I : 1,194,564.24
TOTAL CURRENT P+I : 1,194,564.24
***************************
* END OF REPORT *
***************************
1
RUN ON : 06/25/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.49.38 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : RALI 1998-QS10 30 YR CUTOFF : 06/01/98
POOL : 0004313
:
:
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
-----------------------------------------------------------------------------
1588029 .2500
205,830.38 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
6.7500 1.9200
1596657 .2500
101,177.43 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1617974 .2500
213,463.79 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1620103 .2500
139,599.53 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1629849 .2500
95,132.76 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1630548 .2500
129,845.94 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1
1632666 .2500
69,087.08 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1638837 .2500
78,941.79 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1648028 .2500
57,965.76 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1650274 .2500
57,065.41 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1650994 .2500
106,158.73 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1666679 .2500
59,754.38 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1668888 .2500
165,712.56 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1672327 .2500
226,236.13 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1673468 .2500
282,711.88 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1673637 .2500
80,800.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1674588 .2500
29,633.97 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1681946 .2500
44,422.63 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1683043 .2500
244,670.11 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1685715 .2500
52,973.23 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1685725 .2500
278,887.86 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1686122 .2500
123,693.27 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
1
1688556 .2500
39,953.81 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1689023 .2500
37,258.52 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1689434 .2500
69,788.27 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1694291 .2500
103,600.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1697275 .2500
78,232.92 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1698943 .2500
24,985.24 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1699026 .2500
150,000.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1700751 .2500
23,360.36 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1
1701247 .2500
76,457.11 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1701961 .2500
329,395.98 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1702164 .2500
113,917.50 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1702291 .2500
31,464.55 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1702660 .2500
47,542.13 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1703927 .2500
176,500.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1704577 .2500
165,750.58 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1704620 .2500
44,046.38 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1
1705483 .2500
64,647.39 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1705756 .2500
259,612.87 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1706780 .2500
65,573.46 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1707033 .2500
43,919.48 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1707092 .2500
114,596.07 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1708079 .2500
43,943.69 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1708157 .2500
50,069.64 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1708377 .2500
314,542.57 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1
1708712 .2500
19,339.15 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1708938 .2500
399,645.53 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1708961 .2500
47,644.90 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1709494 .2500
22,474.68 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1710126 .2500
107,797.20 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1710139 .2500
64,687.31 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1710425 .2500
31,963.03 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1710902 .2500
165,000.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1
1711261 .2500
51,100.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1711268 .2500
293,292.85 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1712736 .2500
327,163.88 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1712806 .2500
225,956.80 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1712808 .2500
291,361.93 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1713038 .2500
36,858.46 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1713292 .2500
29,666.57 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1713533 .2500
70,114.64 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1
1713601 .2500
149,688.30 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1713768 .2500
47,945.98 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1713961 .2500
32,361.62 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1713966 .2500
43,673.52 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1713990 .2500
254,631.18 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1714227 .2500
96,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1714238 .2500
48,392.81 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1714456 .2500
134,907.10 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
1714678 .2500
169,561.90 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1714788 .2500
39,743.64 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1714926 .2500
50,370.24 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1714932 .2500
24,286.02 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1715268 .2500
21,960.77 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1716073 .2500
231,823.46 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1716105 .2500
30,750.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1716111 .2500
39,577.21 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1
1716112 .2500
62,893.25 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1716311 .2500
225,000.00 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
1716834 .2500
279,781.58 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1716838 .2500
94,932.95 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1716856 .2500
143,837.94 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1716864 .2500
296,795.60 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1716865 .2500
108,923.07 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1716992 .2500
30,767.09 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
6.7500 2.0450
1
1717103 .2500
59,862.77 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1717222 .2500
62,172.34 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1717291 .2500
37,174.40 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1717484 .2500
30,379.61 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1717613 .2500
156,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1717823 .2500
265,583.73 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.7500 .1700
1717855 .2500
103,432.29 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1718014 .2500
363,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1
1718053 .2500
32,066.50 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1718156 .2500
57,975.69 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1718238 .2500
39,528.40 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
6.7500 1.9200
1718714 .2500
79,953.97 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1718979 .2500
56,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1718997 .2500
99,931.18 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1719000 .2500
499,664.51 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1719342 .2500
57,900.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1
1719414 .2500
62,065.18 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1719487 .2500
60,230.34 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1719726 .2500
19,208.19 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1719788 .2500
399,501.02 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1719830 .2500
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8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1751777 .2500
110,400.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1751790 .2500
196,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1751793 .2500
200,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
1751794 .2500
149,400.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1751796 .2500
111,700.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1751815 .2500
649,995.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1751827 .2500
117,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1751952 .2500
146,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1751953 .2500
34,100.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1751962 .2500
85,600.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1751969 .2500
127,200.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1
1751978 .2500
170,400.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1751980 .2500
139,500.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
6.7500 1.9200
1751987 .2500
104,550.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1752001 .2500
88,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1752007 .2500
170,000.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1752079 .2500
125,500.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1752175 .2500
188,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1752213 .2500
120,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1
1752219 .2500
48,000.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1752220 .2500
193,150.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1752222 .2500
38,250.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
1752224 .2500
81,750.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1752264 .2500
136,700.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1752333 .2500
140,800.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1752358 .2500
206,129.06 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1752393 .2500
312,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1
1752404 .2500
240,454.24 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1752407 .2500
164,000.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1752434 .2500
145,800.00 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
6.7500 2.0450
1752453 .2500
114,300.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
6.7500 2.1700
1752470 .2500
370,500.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1752476 .2500
143,450.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1752483 .2500
125,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1752491 .2500
61,200.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1
1752492 .2500
196,200.00 .0800
9.2500 .0000
9.0000 .0000
8.9200 .0000
6.7500 2.1700
1752495 .2500
69,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1752496 .2500
120,000.00 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
1752497 .2500
94,400.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1752633 .2500
107,100.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1752785 .2500
328,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1752805 .2500
75,000.00 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
1752807 .2500
134,809.48 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1
1752853 .2500
233,000.00 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
1752862 .2500
116,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1752874 .2500
171,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1753049 .2500
147,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1753051 .2500
106,200.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
6.7500 1.9200
1753124 .2500
157,250.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1753354 .2500
115,650.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1753429 .2500
144,000.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1
1753631 .2500
240,000.00 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
1753901 .2500
108,477.17 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1754330 .2500
134,813.98 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
1754711 .2500
124,100.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1754891 .2500
121,500.00 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
1754909 .2500
148,500.00 .0800
9.1250 .0000
8.8750 .0000
8.7950 .0000
6.7500 2.0450
1754922 .2500
144,000.00 .0800
9.3750 .0000
9.1250 .0000
9.0450 .0000
6.7500 2.2950
1754980 .2500
125,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
1
1755046 .2500
120,850.00 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1755269 .2500
103,500.00 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
1755747 .2500
43,150.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1755780 .2500
105,300.00 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1757679 .2500
200,000.00 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
2636092 .2500
567,879.81 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
2639158 .2500
304,695.66 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
2639164 .2500
342,953.64 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
1
2639928 .2500
37,178.25 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
2639930 .2500
47,935.37 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
2639940 .2500
58,428.85 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
2639942 .2500
44,046.36 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
2639944 .2500
36,857.37 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
2639945 .2500
20,226.61 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
2639946 .2500
49,915.26 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
2639950 .2500
16,322.55 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1
2639957 .2500
21,012.49 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
2640001 .2500
31,777.76 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.7500 1.7950
2640015 .2500
34,140.52 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
2640034 .2500
31,912.12 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
2640035 .2500
27,666.32 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
2640060 .2500
32,938.02 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
2640061 .2500
50,149.44 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
2640065 .2500
58,432.44 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1
2640083 .2500
285,869.47 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
2640084 .2500
26,968.82 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
2640089 .2500
26,516.00 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
2640094 .2500
47,731.88 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
2640096 .2500
47,912.14 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
2640097 .2500
47,914.37 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.7500 1.5450
2640108 .2500
44,173.22 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
2640110 .2500
16,640.91 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
6.7500 1.9200
1
2640136 .2500
27,304.52 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.7500 1.4200
2641850 .2500
50,000.00 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.7500 .7950
2643135 .2500
319,737.70 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.6700 .0000
2645741 .2500
49,588.06 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
2645742 .2500
49,588.06 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.7500 1.2950
2645796 .2500
49,932.68 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
2645797 .2500
58,425.14 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.7500 1.1700
2645810 .2500
22,037.31 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.7500 1.6700
1
2645824 .2500
58,423.20 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.7500 1.0450
2645958 .2500
339,480.97 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2645961 .2500
315,787.97 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
2645981 .2500
449,682.39 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
2646016 .2500
289,779.33 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.7500 .2950
2646018 .2500
242,828.49 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
2646026 .2500
294,786.49 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
2646028 .2500
459,675.33 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.7500 .6700
1
2646030 .2500
255,228.64 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
2646038 .2500
299,459.48 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.7500 .5450
2646063 .2500
399,603.22 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.7500 .4200
2648654 .2500
146,700.00 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.7500 .9200
TOTAL NUMBER OF LOANS: 1194
TOTAL BALANCE........: 160,885,875.01
1
RUN ON : 06/25/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 13.49.38 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : RALI 1998-QS10 30 FIXED SUMMARY REPORT CUTOFF : 06/01/98
POOL : 0004313
:
:
POOL STATUS: F
WEIGHTED AVERAGES FROM TO
-----------------------------------------------------------------------------
CURR NOTE RATE 8.1105 6.7500 9.6250
RFC NET RATE 7.8605 6.5000 9.3750
NET MTG RATE(INVSTR RATE) 7.7805 6.4200 9.2950
POST STRIP RATE 6.7495 6.4200 6.7500
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0800 .0800 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP 1.0310 .0000 2.5450
TOTAL NUMBER OF LOANS: 1194
TOTAL BALANCE........: 160,885,875.01
***************************
* END OF REPORT *
***************************
<PAGE>
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or otherwise
modified from time to time, this "Contract") is made this day of , 19 , by and
between Residential Funding Corporation, its successors and assigns
("Residential Funding") and (the "Seller/Servicer," and, together with
Residential Funding, the "parties" and each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service Loans
for, Residential Funding, and Residential Funding desires to purchase Loans from
the Seller/Servicer and/or have the Seller/Servicer service various of its
Loans, pursuant to the terms of this Contract and the Residential Funding Seller
and Servicer Guides incorporated herein by reference, as amended, supplemented
or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms, conditions
and agreements set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the Guides.
All provisions of the Guides are incorporated by reference into and made a part
of this Contract, and shall be binding upon the parties; provided, however, that
the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for
Residential Funding only if and for so long as it shall have been authorized to
do so by Residential Funding in writing. Specific reference in this Contract to
particular provisions of the Guides and not to other provisions does not mean
that those provisions of the Guides not specifically cited in this Contract are
not applicable. All terms used herein shall have the same meanings as such terms
have in the Guides, unless the context clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents
and warrants to the other that as of the date of this Contract:
<PAGE>
Each party is duly organized, validly existing, and in
good standing under the laws of its jurisdiction of
organization, is qualified, if necessary, to do
business and in good standing in each jurisdiction in
which it is required to be so qualified, and has the
requisite power and authority to enter into this
Contract and all other agreements which are
contemplated by this Contract and to carry out its
obligations hereunder and under the Guides and under
such other agreements.
This Contract has been duly authorized, executed and
delivered by each party and constitutes a valid and
legally binding agreement of each party enforceable
in accordance with its terms.
There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either
party, that could affect the validity or prospective
validity of this Contract.
Insofar as its capacity to carry out any obligation under
this Contract is concerned, neither party is in
violation of any charter, articles of incorporation,
bylaws, mortgage, indenture, indebtedness, agreement,
instrument, judgment, decree, order, statute, rule or
regulation and none of the foregoing adversely
affects its capacity to fulfill any of its
obligations under this Contract. Its execution of,
and performance pursuant to, this Contract will not
result in a violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by the
Seller/Servicer pursuant to subparagraph (a) of this paragraph 3, the
Seller/Servicer makes the representations, warranties and covenants set forth in
the Guides and, upon request, agrees to deliver to Residential Funding the
certified Resolution of Board of Directors which authorizes the execution and
delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or more of those remedies
set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the
G-2
<PAGE>
Seller/Servicer in connection with any loan-security exchange transaction shall
not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be given
under this Contract shall be in writing, addressed to the appropriate parties
and sent by telefacsimile or by overnight courier or by United States mail,
postage prepaid, to the addresses and telefacsimile numbers specified below.
However, another name, address and/or telefacsimile number may be substituted by
the Seller/Servicer pursuant to the requirements of this paragraph 8, or
Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address or
telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: ( ) -
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any state or
federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard or determined in such
state or federal court. Each of the parties irrevocably waives the defense of an
inconvenient forum to the maintenance of any such action or proceeding and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in any such forum. Each of the
parties agrees that a final judgment in any such action or proceeding
G-3
<PAGE>
shall be conclusive and may be enforced in any other jurisdiction by suit on the
judgment or in any other manner provided by law. Each of the parties further
agrees not to institute any legal actions or proceedings against the other party
or any director, officer, employee, attorney, agent or property of the other
party, arising out of or relating to this Contract in any court other than as
hereinabove specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer and
Residential Funding have executed this Seller/Servicer Contract as of the date
first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
G-4
<PAGE>
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:
<PAGE>
Name
Title
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:
That he is [Title of Officer] of [Name of Owner] (record or beneficial
owner of the Mortgage Asset-Backed Pass-Through Certificates, Series 1998-QS10,
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.
That the Owner (i) is not and will not be a "disqualified organization" as
of [date of transfer] within the meaning of Section 860E(e)(5) of the Internal
Revenue Code of 1986, as amended (the "Code"), (ii) will endeavor to remain
other than a disqualified organization for so long as it retains its ownership
interest in the Class R Certificates, and (iii) is acquiring the Class R
Certificates for its own account or for the account of another Owner from which
it has received an affidavit and agreement in substantially the same form as
this affidavit and agreement. (For this purpose, a "disqualified organization"
means the United States, any state or political subdivision thereof, any agency
or instrumentality of any of the foregoing (other than an instrumentality all of
the activities of which are subject to tax and, except for the Federal Home Loan
Mortgage Corporation, a majority of whose board of directors is not selected by
any such governmental entity) or any foreign government, international
organization or any agency or instrumentality of such foreign government or
organization, any rural electric or telephone cooperative, or any organization
(other than certain farmers' cooperatives) that is generally exempt from federal
income tax unless such organization is subject to the tax on unrelated business
taxable income).
That the Owner is aware (i) of the tax that would be imposed on transfers
of Class R Certificates to disqualified organizations under the Code, that
applies to all transfers of Class R Certificates after March 31, 1988; (ii) that
such tax would be on the transferor, or, if such transfer is through an agent
(which person includes a broker, nominee or middleman) for a disqualified
organization, on the agent; (iii) that the person otherwise liable for the tax
shall be relieved of liability for the tax if the transferee furnishes to such
person an affidavit that the transferee is not a disqualified organization and,
at the time of transfer, such person does not have actual knowledge that the
affidavit is false; and (iv) that the Class R Certificates may be "noneconomic
residual interests" within the meaning of Treasury regulations promulgated
pursuant to the Code and that the transferor of a noneconomic residual interest
will remain liable for any taxes due with respect to the income on such residual
interest, unless no significant purpose of the transfer was to impede the
assessment or collection of tax.
That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R
<PAGE>
Certificates if at any time during the taxable year of the pass-through entity a
disqualified organization is the record holder of an interest in such entity.
(For this purpose, a "pass through entity" includes a regulated investment
company, a real estate investment trust or common trust fund, a partnership,
trust or estate, and certain cooperatives.)
The Owner is a citizen or resident of the United States, a corporation,
partnership or other entity created or organized in, or under the laws of, the
United States or any political subdivision thereof, or an estate that is
described in Section 7701(a)(30)(D) of the Code, or a trust that is described in
Section 7701(a)(30)(E) of the Code.
That the Owner is aware that the Trustee will not register the transfer of
any Class R Certificates unless the transferee, or the transferee's agent,
delivers to it an affidavit and agreement, among other things, in substantially
the same form as this affidavit and agreement. The Owner expressly agrees that
it will not consummate any such transfer if it knows or believes that any of the
representations contained in such affidavit and agreement are false.
That the Owner has reviewed the restrictions set forth on the face of the
Class R Certificates and the provisions of Section 5.02(f) of the Pooling and
Servicing Agreement under which the Class R Certificates were issued (in
particular, clause (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the
Trustee to deliver payments to a person other than the Owner and negotiate a
mandatory sale by the Trustee in the event the Owner holds such Certificates in
violation of Section 5.02(f)). The Owner expressly agrees to be bound by and to
comply with such restrictions and provisions.
That the Owner consents to any additional restrictions or arrangements that
shall be deemed necessary upon advice of counsel to constitute a reasonable
arrangement to ensure that the Class R Certificates will only be owned, directly
or indirectly, by an Owner that is not a disqualified organization.
The Owner's Taxpayer Identification Number is .
This affidavit and agreement relates only to the Class R 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.
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.
That the Owner has no present knowledge or expectation that it will be
unable to pay any United States taxes owed by it so long as any of the
Certificates remain outstanding. In this regard, the Owner hereby represents to
and for the benefit of the person from whom it acquired the Class R Certificate
that the Owner intends to pay taxes associated with holding such Class R
Certificate as they become due, fully understanding that it may incur tax
liabilities in excess of any cash flows generated by the Class R Certificate.
I-1 -2
<PAGE>
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.
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 , 199 .
[NAME OF OWNER]
By:
[Name of Officer]
[Title of Officer]
[Corporate Seal]
ATTEST:
[Assistant] Secretary
Personally appeared before me the above-named [Name of Officer], known or
proved to me to be the same person who executed the foregoing instrument and to
be the [Title of Officer] of the Owner, and acknowledged to me that he executed
the same as his free act and deed and the free act and deed of the Owner.
Subscribed and sworn before me this___________ day of ___________, 199 .
NOTARY PUBLIC
COUNTY OF
STATE OF
My Commission expires the_____
day of___________ , 19 .
I-1 -4
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
, 19
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92714
Attention: Residential Accredit Loans, Inc. Series 1998-QS10
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 1998-QS10,
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 Asset- Backed Pass-Through Certificates, Series 1998-QS10, Class R (the
"Certificates"), pursuant to Section 5.02 of the Pooling and Servicing Agreement
(the "Pooling and Servicing Agreement"), dated as of June 1, 1998 among
Residential Accredit Loans, 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:
No purpose of the Seller relating to the transfer of the Certificate by the
Seller to the Purchaser is or will be to impede the assessment or collection of
any tax.
The Seller understands that the Purchaser has delivered to the Trustee and
the Master Servicer a transfer affidavit and agreement in the form attached to
the Pooling and Servicing Agreement as Exhibit I-1. The Seller does not know or
believe that any representation contained therein is false.
The Seller has at the time of the transfer conducted a reasonable
investigation of the financial condition of the Purchaser as contemplated by
Treasury Regulations Section 1.860E- 1(c)(4)(i) and, as a result of that
investigation, the Seller has determined that the Purchaser has
<PAGE>
historically paid its debts as they become due and has found no significant
evidence to indicate that the Purchaser will not continue to pay its debts as
they become due in the future. The Seller understands that the transfer of a
Class R Certificate may not be respected for United States income tax purposes
(and the Seller may continue to be liable for United States income taxes
associated therewith) unless the Seller has conducted such an investigation.
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 Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92714
Attention: Residential Accredit Loans, Inc. Series 1998-QS10
RE: Mortgage Asset-Backed Pass-Through Certificates, Series 1998-QS10,
[Class B-]
Ladies and Gentlemen:
(the "Purchaser") intends to purchase from (the "Seller") $ Initial
Certificate Principal Balance of Mortgage Asset-Backed Pass- Through
Certificates, Series 1998-QS1-, Class (the "Certificates"), issued pursuant to
the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of June 1, 1998 among Residential Accredit Loans, 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 and the Trustee and the Master
Servicer that:
1. The Purchaser understands that (a) the Certificates have not been
and will not be registered or qualified under the Securities Act of 1933,
as amended (the "Act") or any state securities law, (b) the Company is not
required to so register or qualify the Certificates, (c) the Certificates
may be resold only if registered and qualified pursuant to the provisions
of the Act or any state securities law, or if an exemption from such
registration and qualification is available, (d) the Pooling and Servicing
Agreement contains restrictions regarding the transfer of the Certificates
and (e) the Certificates will bear a legend to the foregoing effect.
2. The Purchaser is acquiring the Certificates for its own account for
<PAGE>
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
J-1 -2
<PAGE>
distribution of any Certificate under the Act, that would render the
disposition of any Certificate a violation of Section 5 of the Act or any
state securities law, or that would require registration or qualification
pursuant thereto. The Purchaser will not sell or otherwise transfer any of
the Certificates, except in compliance with the provisions of the Pooling
and Servicing Agreement.
6. The Purchaser
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section
4975 of the Internal Revenue Code of 1986, as amended (the
"Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within the meaning of
the Department of Labor ("DOL") regulation at 29 C.F.R.
ss.2510.3- 101; or
(b) is an insurance company, the source of funds to be used
by it to purchase the Certificates is an "insurance company
general account" (within the meaning of DOL Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is
being made in reliance upon the availability of the exemptive
relief afforded under Sections I and III of PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and
warrants to, and covenants with, the Company, the Trustee and the
Master Servicer that the Purchaser will not transfer such
Certificates to any Plan or person unless such Plan or person
meets the requirements set forth in either (a) or (b) above.
Very truly yours,
By:
Name:
Title:
J-1 -3
<PAGE>
EXHIBIT J-2
FORM OF ERISA REPRESENTATION LETTER
, 199
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
Four Albany Street
New York, New York 10006
Attention: Residential Accredit Loans, Inc. Series 1997-QS
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 1998-QS ,
Class M-
Dear Sirs:
(the "Purchaser") intends to purchase from (the "Seller") $ Initial
Certificate Principal Balance of Mortgage Asset-Backed Pass- Through
Certificates, Series 1998-QS , Class M- (the "Certificates"), issued
pursuant to the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of June 1, 1998, among Residential Accredit Loans,
Inc., as seller (the "Company"), Residential Funding Corporation, as master
servicer (the "Master Servicer") and Bankers Trust Company, as (the
"Trustee"). All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Purchaser
hereby certifies, represents and warrants to, and covenants with the
Company, the Trustee and the Master Servicer that either:
the Purchaser is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal
Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any other
person (including an investment manager, a named fiduciary or a trustee of
any Plan) acting, directly or indirectly, on behalf of or purchasing any
Certificate with "plan assets" of any Plan within
<PAGE>
the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R.
ss.2510.3-101; or
The Purchaser is an insurance company, the source of funds to be used
by it to purchase the Certificates is an "insurance company general
account" (within the meaning of DOL Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Sections I and III of
PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants
to, and covenants with, the Company, the Trustee and the Master Servicer
that the Purchaser will not transfer such Certificates to any Plan or
person unless such Plan or person meets the requirements set forth in
either (a) or (b) above.
Very truly yours,
By:
Name:
Title:
J-2 -2
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
, 19
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92714
Attention: Residential Accredit Loans, Inc. Series 1998-QS10
Re: Mortgage Asset- Backed Pass-Through Certificates, Series 1998-QS10,
[Class B-]
Ladies and Gentlemen:
In connection with the sale by (the "Seller") to____________ (the
"Purchaser") of $ Initial Certificate Principal Balance of Mortgage Asset-Backed
Pass-Through Certificates, Series 1998-QS10, Class (the "Certificates"), issued
pursuant to the - Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of June 1, 1998 among Residential Accredit Loans, 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
<PAGE>
state securities law, or that would require registration or qualification
pursuant thereto. The Seller will not act, in any manner set forth in the
foregoing sentence with respect to any Certificate. The Seller has not and will
not sell or otherwise transfer any of the Certificates, except in compliance
with the provisions of the Pooling and Servicing Agreement.
Very truly yours,
(Seller)
By:
Name:
Title:
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 June 1, 1998 among Residential Funding
Corporation as Master Servicer, Residential Accredit Loans, 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.
<PAGE>
d. Neither the Buyer nor anyone acting on its behalf
has offered, transferred, pledged, sold or otherwise disposed of the
Rule 144A Securities, any interest in the Rule 144A Securities or any
other similar security to, or solicited any offer to buy or accept a
transfer, pledge or other disposition of the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security
from, or otherwise approached or negotiated with respect to the Rule
144A Securities, any interest in the Rule 144A Securities or any other
similar security with, any person in any manner, or made any general
solicitation by means of general advertising or in any other manner, or
taken any other action, that would constitute a distribution of the
Rule 144A Securities under the 1933 Act or that would render the
disposition of the Rule 144A Securities a violation of Section 5 of the
1933 Act or require registration pursuant thereto, nor will it act, nor
has it authorized or will it authorize any person to act, in such
manner with respect to the Rule 144A Securities.
e. The Buyer is a "qualified institutional buyer" as
that term is defined in Rule 144A under the 1933 Act and has completed
either of the forms of certification to that effect attached hereto as
Annex 1 or Annex 2. The Buyer is aware that the sale to it is being
made in reliance on Rule 144A. The Buyer is acquiring the Rule 144A
Securities for its own account or the accounts of other qualified
institutional buyers, understands that such Rule 144A Securities may be
resold, pledged or transferred only (i) to a person reasonably believed
to be a qualified institutional buyer that purchases for its own
account or for the account of a qualified institutional buyer to whom
notice is given that the resale, pledge or transfer is being made in
reliance on Rule 144A, or (ii) pursuant to another exemption from
registration under the 1933 Act.
[3. The Buyer
a. is not an employee benefit or other plan subject
to the prohibited transaction provisions of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of
the Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"),
or any other person (including an investment manager, a named fiduciary
or a trustee of any Plan) acting, directly or indirectly, on behalf of
or purchasing any Certificate with "plan assets" of any Plan within the
meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.
2510.3-101; or
b. is an insurance company, the source of funds to be
used by it to purchase the Certificates is an "insurance company
general account" (DOL Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Sections I and III
of PTCE 95-60.]
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall
constitute one and the same document.
L-2
<PAGE>
IN WITNESS WHEREOF, each of the parties has executed this document as of
the date set forth below.
Print Name of Seller Print Name of Buyer
By: By:
Name: Name:
Title: Title:
Taxpayer Identification: Taxpayer Identification:
No. No.
Date: Date:
L-3
<PAGE>
ANNEX 1 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers Other Than Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief
Financial Officer, Senior Vice President or other executive officer of the
Buyer.
2. In connection with purchases by the Buyer, the Buyer is a
"qualified institutional buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $ in securities (except for the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year (such
amount being calculated in accordance with Rule 144A) and (ii) the Buyer
satisfies the criteria in the category marked below.
Corporation, etc. The Buyer is a corporation (other than a bank, savings
and loan association or similar institution), Massachusetts or similar
business trust, partnership, or charitable organization described in
Section 501(c)(3) of the Internal Revenue Code. Bank. The Buyer (a) is a
national bank or banking institution organized under the laws of any State,
territory or the District of Columbia, the business of which is
substantially confined to banking and is supervised by the State or
territorial banking commission or similar official or is a foreign bank or
equivalent institution, and (b) has an audited net worth of at least
$25,000,000 as demonstrated in its latest annual financial statements, a
copy of which is attached hereto. Savings and Loan. The Buyer (a) is a
savings and loan association, building and loan association, cooperative
bank, homestead association or similar institution, which is supervised and
examined by a State or Federal authority having supervision over any such
institutions or is a foreign savings and loan association or equivalent
institution and (b) has an audited net worth of at least $25,000,000 as
demonstrated in its latest annual financial statements. Broker-Dealer. The
Buyer is a dealer registered pursuant to Section 15 of the Securities
Exchange Act of 1934. Insurance Company. The Buyer is an insurance company
whose primary and predominant business activity is the writing of insurance
or the reinsuring of risks underwritten by insurance companies and which is
subject to supervision by the insurance commissioner or a similar official
or agency of a State or territory or the District of Columbia. State or
Local Plan. The Buyer is a plan established and maintained by a State, its
political subdivisions, or any agency or instrumentality of the State or
its political subdivisions, for the benefit of its employees.
L-4
<PAGE>
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?
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
L-5
<PAGE>
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
L-7
<PAGE>
addition, the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-8
<PAGE>
EXHIBIT M
[TEXT OF AMENDMENT TO POOLING AND SERVICING
AGREEMENT PURSUANT TO SECTION 11.01(E) FOR A
LIMITED GUARANTY]
ARTICLE XII
Subordinate Certificate Loss Coverage; Limited Guaranty
Section 12.01. Subordinate Certificate Loss Coverage; Limited Guaranty.
(a) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether it or any Subservicer will be
entitled to any reimbursement pursuant to Section 4.02(a) on such Distribution
Date for Advances or Subservicer Advances previously made, (which will not be
Advances or Subservicer Advances that were made with respect to delinquencies
which were subsequently determined to be Excess Special Hazard Losses, Excess
Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses) and, if so, the
Master Servicer shall demand payment from Residential Funding of an amount equal
to the amount of any Advances or Subservicer Advances reimbursed pursuant to
Section 4.02(a), to the extent such Advances or Subservicer Advances have not
been included in the amount of the Realized Loss in the related Mortgage Loan,
and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a).
Subject to subsection (c) below, prior to the later of the third Business
Day prior to each Distribution Date or the related Determination Date, the
Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses
and Extraordinary Losses) will be allocated to the Class B Certificates on
such Distribution Date pursuant to Section 4.05, and, if so, the Master
Servicer shall demand payment from Residential Funding of the amount of
such Realized Loss and shall distribute the same to the Class B
Certificateholders in the same manner as if such amount were to be
distributed pursuant to Section 4.02(a); provided, however, that the amount
of such demand in respect of any Distribution Date shall in no event be
greater than the sum of (i) the additional amount of Accrued Certificate
Interest that would have been paid for the Class B Certificateholders on
such Distribution Date had such Realized Loss or Losses not occurred plus
(ii) the amount of the reduction in the Certificate Principal Balances of
the Class B Certificates on such Distribution Date due to such Realized
Loss or Losses. Notwithstanding such payment, such Realized Losses shall be
deemed to have been borne by the Certificateholders for purposes of
Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
and Extraordinary Losses allocated to the Class B Certificates will not be
covered by the Subordinate Certificate Loss Obligation.
<PAGE>
(c) Demands for payments pursuant to this Section shall be made prior to
the later of the third Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer with written notice thereof to
the Trustee. The maximum amount that Residential Funding shall be required to
pay pursuant to this Section on any Distribution Date (the "Amount Available")
shall be equal to the lesser of (X) minus the sum of (i) all previous payments
made under subsections (a) and (b) hereof and (ii) all draws under the Limited
Guaranty made in lieu of such payments as described below in subsection (d) and
(Y) the then outstanding Certificate Principal Balances of the Class B
Certificates, or such lower amount as may be established pursuant to Section
12.02. Residential Funding's obligations as described in this Section are
referred to herein as the "Subordinate Certificate Loss Obligation."
(d) The Trustee will promptly notify General Motors Acceptance Corporation
of any failure of Residential Funding to make any payments hereunder and shall
demand payment pursuant to the limited guaranty (the "Limited Guaranty"),
executed by General Motors Acceptance Corporation, of Residential Funding's
obligation to make payments pursuant to this Section, in an amount equal to the
lesser of (i) the Amount Available and (ii) such required payments, by
delivering to General Motors Acceptance Corporation a written demand for payment
by wire transfer, not later than the second Business Day prior to the
Distribution Date for such month, with a copy to the Master Servicer.
(e) All payments made by Residential Funding pursuant to this Section or
amounts paid under the Limited Guaranty shall be deposited directly in the
Certificate Account, for distribution on the Distribution Date for such month to
the Class B Certificateholders.
(f) The Company shall have the option, in its sole discretion, to
substitute for either or both of the Limited Guaranty or the Subordinate
Certificate Loss Obligation another instrument in the form of a corporate
guaranty, an irrevocable letter of credit, a surety bond, insurance policy or
similar instrument or a reserve fund; provided that (i) the Company obtains
(subject to the provisions of Section 10.01(f) as if the Company was substituted
for the Master Servicer solely for the purposes of such provision) an Opinion of
Counsel (which need not be an opinion of Independent counsel) to the effect that
obtaining such substitute corporate guaranty, irrevocable letter of credit,
surety bond, insurance policy or similar instrument or reserve fund will not
cause either (a) any federal tax to be imposed on the Trust Fund, including
without limitation, any federal tax imposed on "prohibited transactions" under
Section 860(F)(a)(1) of the Code or on "contributions after the startup date"
under Section 860(G)(d)(1) of the Code or (b) 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
M-2
<PAGE>
the long term debt obligations of General Motors Acceptance Corporation at the
date of such substitution and (C) the Company obtains written confirmation from
each nationally recognized credit rating agency that rated the Class B
Certificates at the request of the Company that such substitution shall not
lower the rating on the Class B Certificates below the lesser of (a) the
then-current rating assigned to the Class B Certificates by such rating agency
and (b) the original rating assigned to the Class B Certificates by such rating
agency. Any replacement of the Limited Guaranty or Subordinate Certificate Loss
Obligation pursuant to this Section shall be accompanied by a written Opinion of
Counsel to the substitute guarantor or obligor, addressed to the Master Servicer
and the Trustee, that such substitute instrument constitutes a legal, valid and
binding obligation of the substitute guarantor or obligor, enforceable in
accordance with its terms, and concerning such other matters as the Master
Servicer and the Trustee shall reasonably request. Neither the Company, the
Master Servicer nor the Trustee shall be obligated to substitute for or replace
the Limited Guaranty or Subordinate Certificate Loss Obligation under any
circumstance.
Section 12.02. Amendments Relating to the Limited Guaranty.
Notwithstanding Sections 11.01 or 12.01: (i) the provisions of this Article
XII may be amended, superseded or deleted, (ii) the Limited Guaranty or
Subordinate Certificate Loss Obligation may be amended, reduced or canceled, and
(iii) any other provision of this Agreement which is related or incidental to
the matters described in this Article XII may be amended in any manner; in each
case by written instrument executed or consented to by the Company and
Residential Funding but without the consent of any Certificateholder and without
the consent of the Master Servicer or the Trustee being required unless any such
amendment would impose any additional obligation on, or otherwise adversely
affect the interests of, the Master Servicer or the Trustee, as applicable;
provided that the Company shall also obtain a letter from each nationally
recognized credit rating agency that rated the Class B Certificates at the
request of the Company to the effect that such amendment, reduction, deletion or
cancellation will not lower the rating on the Class B Certificates below the
lesser of (a) the then-current rating assigned to the Class B Certificates by
such rating agency and (b) the original rating assigned to the Class B
Certificates by such rating agency, unless (A) the Holder of 100% of the Class B
Certificates is Residential Funding or an Affiliate of Residential Funding, or
(B) such amendment, reduction, deletion or cancellation is made in accordance
with Section 11.01(e) and, provided further that the Company obtains (subject to
the provisions of Section 10.01(f) as if the Company was substituted for the
Master Servicer solely for the purposes of such provision), in the case of a
material amendment or supersession (but not a reduction, cancellation or
deletion of the Limited Guaranty or the Subordinate Certificate Loss
Obligation), an Opinion of Counsel (which need not be an opinion of Independent
counsel) to the effect that any such amendment or supersession will not cause
either (a) any federal tax to be imposed on the Trust Fund, including without
limitation, any federal tax imposed on "prohibited transactions" under Section
860F(a)(1) of the Code or on "contributions after the startup date" under
Section 860G(d)(1) of the Code or (b) the Trust Fund to fail to qualify as a
REMIC at any time that any Certificate is outstanding. A copy of any such
instrument shall be provided to the Trustee and the Master Servicer together
with an Opinion of Counsel that such amendment complies with this Section 12.02.
M-3
<PAGE>
EXHIBIT N
[FORM OF LIMITED GUARANTY]
LIMITED GUARANTY
RESIDENTIAL ACCREDIT LOANS, INC.
Mortgage Asset-Backed Pass-Through Certificates
Series 1998-QS10
, 199
Bankers Trust Company
3 Park Plaza
Irvine, California 92714
Attention: Residential Accredit Loans, Inc. Series 1998-QS10
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 June 1, 1998 (the "Servicing Agreement"), among
Residential Accredit Loans, 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 Asset-Backed Pass-Through Certificates,
Series 1998-QS10 (the "Certificates"); and
WHEREAS, pursuant to Section 12.01 of the Servicing Agreement,
Residential Funding agrees to make payments to the Holders of the Class B
Certificates with respect to certain losses on the Mortgage Loans as described
in the Servicing Agreement; and
WHEREAS, GMAC desires to provide certain assurances with
respect to the ability of Residential Funding to secure sufficient funds and
faithfully to perform its Subordinate Certificate Loss Obligation;
NOW THEREFORE, in consideration of the premises herein
contained and certain other good and valuable consideration, the receipt of
which is hereby acknowledged, GMAC agrees as follows:
1. Provision of Funds.
(a) GMAC agrees to contribute and deposit in the Certificate Account on
<PAGE>
behalf of Residential Funding (or otherwise provide to Residential Funding, or
to cause to be made available to Residential Funding), either directly or
through a subsidiary, in any case prior to the related Distribution Date, such
moneys as may be required by Residential Funding to perform its Subordinate
Certificate Loss Obligation when and as the same arises from time to time upon
the demand of the Trustee in accordance with Section 12.01 of the Servicing
Agreement.
(b) The agreement set forth in the preceding clause (a) shall be absolute,
irrevocable and unconditional and shall not be affected by the transfer by GMAC
or any other person of all or any part of its or their interest in Residential
Funding, by any insolvency, bankruptcy, dissolution or other proceeding
affecting Residential Funding or any other person, by any defense or right of
counterclaim, set-off or recoupment that GMAC may have against Residential
Funding or any other person or by any other fact or circumstance.
Notwithstanding the foregoing, GMAC's obligations under clause (a) shall
terminate upon the earlier of (x) substitution for this Limited Guaranty
pursuant to Section 12.01(f) of the Servicing Agreement, or (y) the termination
of the Trust Fund pursuant to the Servicing Agreement.
2. Waiver. GMAC hereby waives any failure or delay on the part of
Residential Funding, the Trustee or any other person in asserting or enforcing
any rights or in making any claims or demands hereunder. Any defective or
partial exercise of any such rights shall not preclude any other or further
exercise of that or any other such right. GMAC further waives demand,
presentment, notice of default, protest, notice of acceptance and any other
notices with respect to this Limited Guaranty, including, without limitation,
those of action or nonaction on the part of Residential Funding or the Trustee.
3. Modification, Amendment and Termination. This Limited Guaranty may be
modified, amended or terminated only by the written agreement of GMAC and the
Trustee and only if such modification, amendment or termination is permitted
under Section 12.02 of the Servicing Agreement. The obligations of GMAC under
this Limited Guaranty shall continue and remain in effect so long as the
Servicing Agreement is not modified or amended in any way that might affect the
obligations of GMAC under this Limited Guaranty without the prior written
consent of GMAC.
4. Successor. Except as otherwise expressly provided herein, the guarantee
herein set forth shall be binding upon GMAC and its respective successors.
5. Governing Law. This Limited Guaranty shall be governed by the laws of
the State of New York.
6. Authorization and Reliance. GMAC understands that a copy of this Limited
Guaranty shall be delivered to the Trustee in connection with the execution of
Amendment No. 1 to the Servicing Agreement and GMAC hereby authorizes the
Company and the Trustee to rely on the covenants and agreements set forth
herein.
7. Definitions. Capitalized terms used but not otherwise defined herein
shall have the meaning given them in the Servicing Agreement.
N-2
<PAGE>
8. Counterparts. This Limited Guaranty may be executed in any number of
counterparts, each of which shall be deemed to be an original and such
counterparts shall constitute but one and the same instrument.
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed
and delivered by its respective officers thereunto duly authorized as of the day
and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL ACCREDIT LOANS, INC.
By:
Name:
Title:
N-3
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
, 19
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92714
Attention: Residential Accredit Loans, Inc. Series 1998-QS10
Re: Mortgage Asset-Backed Pass-Through Certificates, Series 1998-QS10
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 June 1, 1998 among Residential Accredit Loans, Inc., as
seller (the "Company"), Residential Funding Corporation, as master servicer, and
the Trustee. All terms used herein and not otherwise defined shall have the
meanings set forth in the Pooling and Servicing Agreement. The Lender hereby
certifies, represents and warrants to, and covenants with, the Master Servicer
and the Trustee that:
(i) the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and the form of the transaction is solely to
comply with, or facilitate the transaction under, such local laws;
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
<PAGE>
(iv) such assignment is at the request of the borrower under the
related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1746385 111,400.00 6.420 4.8888888889% 5,446.22
1686122 123,693.27 6.670 1.1851851852% 1,465.99
1743509 25,000.00 6.670 1.1851851852% 296.30
2643135 319,737.70 6.670 1.1851851852% 3,789.48
$579,830.97 1.8967590989% $10,998.00
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[DATE]
Bankers Trust Company
3 Park Plaza
Irvine, California 92714
Re: Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-Through
Certificates, Series 1998-QS10
Residential Funding Corporation, as the Holder of a % Percentage Interest
of the Class A-12[-1] Certificates, hereby requests the Trustee to exchange the
above-referenced Certificates for the Subclasses referred to below:
1. Class A-12- 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-12- 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-7[-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 June 1, 1998,
among Residential Accredit Loans, Inc., Residential Funding Corporation and
Bankers Trust Company, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
<PAGE>
<PAGE>
