SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 1, 1998
RESIDENTIAL ACCREDIT LOANS, INC. (as company under a Pooling and Servicing
Agreement dated as of September 1, 1998 providing for, inter alia, the issuance
of Mortgage Asset-Backed Pass-Through Certificates, Series 1998-QS13)
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 September 1, 1998 4
among Residential Accredit Loans, Inc., as company,
Residential Funding Corporation, as master servicer,
and Bankers Trust Company, as trustee.
2
<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: September 29, 1998
3
<PAGE>
Exhibit 10.1
Pooling and Servicing Agreement, dated as of September 1, 1998 among
Residential Accredit Loans, Inc., as company, Residential Funding Corporation,
as master servicer, and Bankers Trust Company, as trustee.
4
<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 September 1, 1998
Mortgage Asset-Backed Pass-Through Certificates
SERIES 1998-QS13
<PAGE>
This is a Pooling and Servicing Agreement, dated as of September 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 REMIC
Administrator will make an election to treat the entire segregated pool of
assets described in the definition of Trust Fund herein, and subject to this
Agreement (including the Mortgage Loans but excluding the Initial Monthly
Payment Fund), as a real estate mortgage investment conduit (a "REMIC") for
federal income tax purposes. The Class CB, Class NB, Class A-P, 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-V 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>
The following table sets forth the designation, type, Pass-Through Rate,
aggregate Initial Certificate Principal Balance, Maturity Date, initial ratings
and certain features for each Class of Certificates comprising the interests in
the Trust Fund created hereunder.
<TABLE>
<CAPTION>
Designation Pass-Through Aggregate InitFeatures Maturity Date Standard & Fitch IBCA
Rate Certificate Poor's
Principal Balance
<S> <C> <C> <C> <C> <C>
Class CB 6.50% $112,514,000.00Senior September 25, AAA AAA
2013
Class NB 6.50% $37,758,000.00 Senior September 25, AAA AAA
2013
Class A-P 0.00% $53,454.22 Principal September 25, AAAr AAA
Only/Senior 2013
Class A-V Variable Rate$ 0.00 Variable September 25, AAAr AAA
Strip/Senior 2013
Class R 6.50% $100.00 Residual/SeniSeptember 25, AAA AAA
2013
Class M-1 6.50% $4,083,000.00 Mezzanine September 25, N/A AA
2013
Class M-2 6.50% $706,500.00 Mezzanine September 25, N/A A
2013
Class M-3 6.50% $628,000.00 Mezzanine September 25, N/A BBB
2013
Class B-1 6.50% $471,000.00 Subordinate September 25, N/A BB
2013
Class B-2 6.50% $314,000.00 Subordinate September 25, N/A B
2013
Class B-3 6.50% $471,221.05 Subordinate September 25, N/A N/A
2013
</TABLE>
<PAGE>
The Mortgage Loans have an aggregate Cut-off Date Principal Balance equal
to $156,999,275.27. The Mortgage Loans are comprised of two Loan Groups. The
Mortgage Loans are fixed-rate first lien mortgage loans having terms to maturity
at origination or modification of not more than 15 years. The Group CB Loans
consist of 1,300 Mortgage Loans with original principal balances less than or
equal to $227,150. The Group NB Loans consist of 111 Mortgage Loans with
original principal balances exceeding $227,150.
In consideration of the mutual agreements herein contained, the Company,
the Master Servicer and the Trustee agree as follows:
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Whenever used in this Agreement, the following words and phrases, unless
the context otherwise requires, shall have the meanings specified in this
Article.
Accrued Certificate Interest: With respect to each Distribution Date, as
to any Senior Certificate (other than the Class A-P Certificates and Class A-V
Certificates), any Class M Certificate, any Class B Certificate or any Class R
Certificate, interest accrued during the related Interest Accrual Period at the
related Pass-Through Rate on the Certificate Principal Balance thereof
immediately prior to such Distribution Date. With respect to each Distribution
Date, as to the Class A-V Certificates in the aggregate, interest accrued during
the related Interest Accrual Period at the related Pass-Through Rate on the
Class A-V Notional Amount. With respect to each Distribution Date, as to any
Subclass of Class A-V Certificates, interest accrued during the related Interest
Accrual Period at the related Pass-Through Rate on the 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-V Certificates shall be allocated among the Subclasses
thereof, if any, in proportion to their respective amounts of Accrued
Certificate Interest payable on such Distribution Date which would have resulted
absent such reductions. In addition to that portion of the reductions described
in the second preceding sentence that are allocated to any Class of Class B
Certificates or any Class of Class M Certificates, Accrued Certificate Interest
on such Class of Class B Certificates or such Class of Class M Certificates will
be reduced by the interest portion (adjusted to the Net Mortgage Rate) of
Realized Losses that are allocated solely to such Class of Class B Certificates
or such Class of Class M Certificates pursuant to Section 4.05.
<PAGE>
Addendum and Assignment Agreement: The Addendum and Assignment Agreement,
dated as of January 31, 1995, between MLCC and the Master Servicer.
Additional Collateral: With respect to any Mortgage 100SM Loan, the
marketable securities held from time to time as security for the repayment of
such Mortgage 100SM Loan and any related collateral. With respect to any Parent
PowerSM Loan, the third-party guarantee for such Parent PowerSM Loan, together
with (i) any marketable securities held from time to time as security for the
performance of such guarantee and any related collateral or (ii) any mortgaged
property securing the performance of such guarantee, the related home equity
line of credit loan and any related collateral.
Additional Collateral Loan: Each Mortgage Loan that is supported by
Additional Collateral.
Adjusted Mortgage Rate: With respect to any Mortgage Loan and any date of
determination, the Mortgage Rate borne by the related Mortgage Note, less the
rate at which the related Subservicing Fee accrues.
Advance: As to any Mortgage Loan, any advance made by the Master Servicer,
pursuant to Section 4.04.
Affiliate: With respect to any Person, any other Person controlling,
controlled by or under common control with such first Person. For the purposes
of this definition, "control" means the power to direct the management and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing.
Agreement: This Pooling and Servicing Agreement and all amendments hereof
and supplements hereto.
Amount Held for Future Distribution: As to any Distribution Date, the
total of the amounts held in the Custodial Account at the close of business on
the preceding Determination Date on account of (i) Liquidation Proceeds,
Insurance Proceeds, Principal Prepayments, Mortgage Loan purchases made pursuant
to Section 2.02, 2.03, 2.04 or 4.07 and Mortgage Loan substitutions made
pursuant to Section 2.03 or 2.04 received or made in the month of such
Distribution Date (other than such Liquidation Proceeds, Insurance Proceeds and
purchases of Mortgage Loans that the Master Servicer has deemed to have been
received in the preceding month in accordance with Section 3.07(b)) and (ii)
payments which represent early receipt of scheduled payments of principal and
interest due on a date or dates subsequent to the related Due Date.
Appraised Value: As to any Mortgaged Property, the lesser of (i) the
appraised value of such Mortgaged Property based upon the appraisal made at the
time of the origination of the related Mortgage Loan, and (ii) the sales price
of the Mortgaged Property at such time of origination, except in the case of a
Mortgaged Property securing a refinanced or modified Mortgage Loan as to which
it is either the appraised value determined above or the appraised value
determined in an appraisal at the time of refinancing or modification, as the
case may be.
<PAGE>
Assignment: An assignment of the Mortgage, notice of transfer or
equivalent instrument, in recordable form, sufficient under the laws of the
jurisdiction wherein the related Mortgaged Property is located to reflect of
record the sale of the Mortgage Loan to the Trustee for the benefit of
Certificateholders, which assignment, notice of transfer or equivalent
instrument may be in the form of one or more blanket assignments covering
Mortgages secured by Mortgaged Properties located in the same county, if
permitted by law and accompanied by an Opinion of Counsel to that effect.
Assignment Agreement: The Assignment and Assumption Agreement, dated
September 29, 1998, between Residential Funding and the Company relating to the
transfer and assignment of the Mortgage Loans.
Assignment of Proprietary Lease: With respect to a Cooperative Loan, the
assignment of the related Cooperative Lease from the Mortgagor to the originator
of the Cooperative Loan.
Available Distribution Amount: As to any Distribution Date, an amount
equal to (a) the sum of (i) the amount 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 Cutoff Date, an amount equal to the excess, if any, of (A)
$100,000 over (B) the aggregate amount of Bankruptcy Losses allocated solely to
one or more specific Classes of Certificates in accordance with Section 4.05. As
of any date of determination on or after the first anniversary of the Cut-off
Date, an amount equal to the excess, if any, of (1) the lesser of (a) the
Bankruptcy Amount calculated as of the close of business on the Business Day
immediately preceding the most recent anniversary of the Cutoff 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)
<PAGE>
which had an original Loan-to-Value Ratio of 80% or greater that would result if
the Net Mortgage Rate thereof was equal to the weighted average (based on the
principal balance of the Mortgage Loans as of the Relevant Anniversary) of the
Net Mortgage Rates of all Mortgage Loans as of the Relevant Anniversary less
1.25% per annum, (y) a number equal to the weighted average remaining term to
maturity, in months, of all Non-Primary Residence Loans remaining in the
Mortgage Pool as of the Relevant Anniversary, and (z) one plus the quotient of
the number of all Non-Primary Residence Loans remaining in the Mortgage Pool
divided by the total number of Outstanding Mortgage Loans in the Mortgage Pool
as of the Relevant Anniversary, and (ii) $50,000,
over (2) the aggregate amount of Bankruptcy Losses allocated solely to one or
more specific Classes of Certificates in accordance with Section 4.05 since the
Relevant Anniversary.
The Bankruptcy Amount may be further reduced by the Master Servicer
(including accelerating the manner in which such coverage is reduced) provided
that prior to any such reduction, the Master Servicer shall (i) obtain written
confirmation from each Rating Agency that such reduction shall not reduce the
rating assigned to any Class of Certificates by such Rating Agency below the
lower of the then-current rating or the rating assigned to such Certificates as
of the Closing Date by such Rating Agency and (ii) provide a copy of such
written confirmation to the Trustee.
Bankruptcy Code: The Bankruptcy Code of 1978, as amended.
Bankruptcy Loss: With respect to any Mortgage Loan, a Deficient Valuation
or Debt Service Reduction; provided, however, that neither a Deficient Valuation
nor a Debt Service Reduction shall be deemed a Bankruptcy Loss hereunder so long
as the Master Servicer has notified the Trustee in writing that the Master
Servicer is diligently pursuing any remedies that may exist in connection with
the representations and warranties made regarding the related Mortgage Loan and
either (A) the related Mortgage Loan is not in default with regard to payments
due thereunder or (B) delinquent payments of principal and interest under the
related Mortgage Loan and any premiums on any applicable primary hazard
insurance policy and any related escrow payments in respect of such Mortgage
Loan are being advanced on a current basis by the Master Servicer or a
Sub-Servicer, 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.
<PAGE>
Buydown Mortgage Loan: Any Mortgage Loan as to which a specified amount of
interest is paid out of related Buydown Funds in accordance with a related
buydown agreement.
Cash Liquidation: As to any defaulted Mortgage Loan other than a Mortgage
Loan as to which an REO Acquisition occurred, a determination by the Master
Servicer that it has received all Insurance Proceeds, Liquidation Proceeds and
other payments or cash recoveries which the Master Servicer reasonably and in
good faith expects to be finally recoverable with respect to such Mortgage Loan.
CB Loan Group: The group of Mortgage Loans comprised of the Group CB Loans.
Certificate: Any Class CB, Class NB, Class A-P, Class A-V, Class M, Class B
or Class R
Certificate.
Certificate Account: The separate account or accounts created and
maintained pursuant to Section 4.01, which shall be entitled "Bankers Trust
Company, as trustee, in trust for the registered holders of Residential Accredit
Loans, Inc., Mortgage Asset-Backed Pass-Through Certificates, Series 1998-QS13
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 Sub-Servicer or any Affiliate thereof shall be deemed not to be
outstanding and the Percentage Interest or Voting Rights evidenced thereby shall
not be taken into account in determining whether the requisite amount of
Percentage Interests or Voting Rights necessary to effect any such consent or
direction has been obtained. All references herein to "Holders" or
"Certificateholders" shall reflect the rights of Certificate Owners as they may
indirectly exercise such rights through the Depository and participating members
thereof, except as otherwise specified herein; provided, however, that the
Trustee shall be required to recognize as a "Holder" or "Certificateholder" only
the Person in whose name a Certificate is registered in the Certificate
Register.
Certificate Owner: With respect to a Book-Entry Certificate, the Person
who is the beneficial owner of such Certificate, as reflected on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent, if any, and otherwise on the books of a Depository Participant, if any,
and otherwise on the books of the Depository.
Certificate Principal Balance: With respect to each Senior Certificate
(other than any Class A-V Certificate), on any date of determination, an amount
equal to (i) the Initial Certificate Principal Balance of such Certificate as
specified on the face thereof, minus (ii) the sum of (x) the aggregate of all
amounts previously distributed with respect to such Certificate (or any
predecessor Certificate) and applied to reduce the Certificate Principal Balance
thereof pursuant to Section 4.02(a) and (y) the aggregate of all reductions in
Certificate Principal Balance deemed to have occurred in connection with
<PAGE>
Realized Losses which were previously allocated to such Certificate (or any
predecessor Certificate) pursuant to Section 4.05. With respect to each Class M
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Class M Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that if the Certificate Principal Balances
of the Class B Certificates have been reduced to zero, the Certificate Principal
Balance of each Class M Certificate of those Class M Certificates outstanding
with the highest numerical designation at any given time shall thereafter be
calculated to equal the Percentage Interest evidenced by such Certificate times
the excess, if any, of (A) the then aggregate Stated Principal Balance of the
Mortgage Loans over (B) the then aggregate Certificate Principal Balance of all
other Classes of Certificates then outstanding. With respect to each Class B
Certificate, on any date of determination, an amount equal to (i) the Initial
Certificate Principal Balance of such Clas B Certificate as specified on the
face thereof, minus (ii) the sum of (x) the aggregate of all amounts previously
distributed with respect to such Certificate (or any predecessor Certificate)
and applied to reduce the Certificate Principal Balance thereof pursuant to
Section 4.02(a) and (y) the aggregate of all reductions in Certificate Principal
Balance deemed to have occurred in connection with Realized Losses which were
previously allocated to such Certificate (or any predecessor Certificate)
pursuant to Section 4.05; provided, that the Certificate Principal Balance of
each Class B Certificate of those Class B Certificates outstanding with the
highest numerical designation at any given time shall be calculated to equal the
Percentage Interest evidenced by such Certificate times the excess, if any, of
(A) the then aggregate Stated Principal Balance of the Mortgage Loans over (B)
the then aggregate Certificate Principal Balance of all other Classes of
Certificates then outstanding. The Class A-V Certificates will have no
Certificate Principal Balance.
Certificate Register and Certificate Registrar: The register maintained and
the registrar appointed pursuant to Section 5.02.
Class: Collectively, all of the Certificates bearing the same designation.
The initial Class A-V Certificates and any Subclass thereof issued pursuant to
Section 5.01(c) shall be a single Class for the purposes of this Agreement.
Class A-P Collection Shortfall: With respect to the Cash Liquidation or
REO Disposition of a Discount Mortgage Loan and any Distribution Date, the
excess of the amount described in Section 4.02(b)(i)(C)(1) over the amount
described in Section 4.02(b)(i)(C)(2).
Class A-P Principal Distribution Amount: As defined in Section 4.02(b)(i).
Class A-V Certificates: The Senior Certificates designated as Class A-V
Certificates, including any Subclass thereof.
Class A-V Notional Amount: As of any Distribution Date, with respect to the
Class A-V
<PAGE>
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 and representing an undivided interest in both
Loan Groups.
Class B Percentage: The Class B-1 Percentage, Class B-2 Percentage and
Class B-3
Percentage.
Class B-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-1 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-1 Certificates, Class B-2 Certificates and Class B-3 Certificates
immediately prior to such Distribution Date divided by the aggregate Stated
Principal Balance of all of the Mortgage Loans (or related REO Properties)
immediately prior to such Distribution Date is greater than or equal to 0.80%.
Class B-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class B-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class B-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 0.50%.
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
10
<PAGE>
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 0.30%.
Class M Certificate: Any one of the Class M-1 Certificates, Class M-2
Certificates or Class M- 3 Certificates executed by the Trustee and
authenticated by the Certificate Registrar substantially in the form annexed
hereto as Exhibit B and evidencing an interest designated as a "regular
interest" in the REMIC for purposes of the REMIC Provisions.
Class M Percentage: The Class M-1 Percentage, Class M-2 Percentage and
Class M-3 Percentage.
Class M-1 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-1 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-2 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-2 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-2 Certificates, Class M-3 Certificates, Class B-1 Certificates, Class
B-2 Certificates and Class B-3 Certificates immediately prior to such
Distribution Date divided by the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) immediately prior to such
Distribution Date is greater than or equal to 1.65%.
Class M-3 Percentage: With respect to any Distribution Date, a fraction,
expressed as a percentage, the numerator of which is the aggregate Certificate
Principal Balance of the Class M-3 Certificates immediately prior to such date
and the denominator of which is the aggregate Stated Principal Balance of all of
the Mortgage Loans (or related REO Properties) (other than the related Discount
Fraction of each Discount Mortgage Loan) immediately prior to such Distribution
Date.
Class M-3 Prepayment Distribution Trigger: With respect to any
Distribution Date, a test that shall be satisfied if the fraction (expressed as
a percentage) equal to the sum of the Certificate Principal Balances of the
Class M-3 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3 Certificates immediately prior to such Distribution Date divided by the
aggregate Stated Principal Balance of all of the Mortgage Loans (or related REO
Properties) immediately prior to such Distribution Date is greater than or equal
to 1.20%.
Class R Certificate: Any one of the Class R Certificates executed by the
Trustee and
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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: September 29, 1998.
Code: The Internal Revenue Code of 1986.
Compensating Interest: With respect to any Distribution Date, an amount
equal to Prepayment Interest Shortfalls resulting from Principal Prepayments in
Full during the related Prepayment Period, but not more than the lesser of (a)
one-twelfth of 0.125% of the Stated Principal Balance of the Mortgage Loans
immediately preceding such Distribution Date and (b) the sum of the Servicing
Fee, all income and gain on amounts held in the Custodial Account and the
Certificate Account and payable to the Certificateholders with respect to such
Distribution Date and servicing compensation to which the Master Servicer may be
entitled pursuant to Section 3.10(a)(v) and (vi); provided that for purposes of
this definition the amount of the Servicing Fee will not be reduced pursuant to
Section 7.02 except as may be required pursuant to the last sentence of such
Section.
Cooperative: A private, cooperative housing corporation organized under
the laws of, and headquartered in, the State of New York which owns or leases
land and all or part of a building or buildings located in the State of New
York, including apartments, spaces used for commercial purposes and common areas
therein and whose board of directors authorizes, among other things, the sale of
Cooperative Stock.
Cooperative Apartment: A dwelling unit in a multi-dwelling building owned
or leased by a Cooperative, which unit the Mortgagor has an exclusive right to
occupy pursuant to the terms of a proprietary lease or occupancy agreement.
Cooperative Lease: With respect to a Cooperative Loan, the proprietary
lease or occupancy agreement with respect to the Cooperative Apartment occupied
by the Mortgagor and relating to the related Cooperative Stock, which lease or
agreement confers an exclusive right to the holder of such Cooperative Stock to
occupy such apartment.
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.
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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-QS13.
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: September 1, 1998.
Cut-off Date Principal Balance: As to any Mortgage Loan, the unpaid
principal balance thereof at the Cut-off Date after giving effect to all
installments of principal due on or prior thereto, whether or not received.
DCR: Duff & Phelps Credit Rating Company, or its successor in interest.
Debt Service Reduction: With respect to any Mortgage Loan, a reduction in
the scheduled Monthly Payment for such Mortgage Loan by a court of competent
jurisdiction in a proceeding under the Bankruptcy Code, except such a reduction
constituting a Deficient Valuation or any reduction that results in a permanent
forgiveness of principal.
Deficient Valuation: With respect to any Mortgage Loan, a valuation by a
court of competent jurisdiction of the Mortgaged Property in an amount less than
the then outstanding indebtedness under the Mortgage Loan, or any reduction in
the amount of principal to be paid in connection with any scheduled Monthly
Payment that constitutes a permanent forgiveness of 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.
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Depository: The Depository Trust Company, or any successor Depository
hereafter named. The nominee of the initial Depository for purposes of
registering those Certificates that are to be Book-Entry Certificates is Cede &
Co. The Depository shall at all times be a "clearing corporation" as defined in
Section 8-102(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 6.50% minus the
Net Mortgage Rate (or the initial Net Mortgage Rate with respect to any Discount
Mortgage Loans as to which the Mortgage Rate is modified pursuant to 3.07(a))
for such Mortgage Loan and the denominator of which is 6.50%. The Discount
Fraction with respect to each Discount Mortgage Loan is set forth on Exhibit P
attached hereto.
Discount Mortgage Loan: Any Mortgage Loan having a Net Mortgage Rate (or
the initial Net Mortgage Rate) of less than 6.50% per annum and any Mortgage
Loan deemed to be a Discount Mortgage Loan pursuant to the definition of
Qualified Substitute Mortgage Loan.
Disqualified Organization: Any organization defined as a "disqualified
organization" under Section 860E(e)(5) of the Code, which includes any of the
following: (i) the United States, any State or political subdivision thereof,
any possession of the United States, or any agency or instrumentality of any of
the foregoing (other than an instrumentality which is a corporation if all of
its activities are subject to tax and, except for the FHLMC, a majority of its
board of directors is not selected by such governmental unit), (ii) a foreign
government, any international organization, or any agency or instrumentality of
any of the foregoing, (iii) any organization (other than certain farmers'
cooperatives described in Section 521 of the Code) which is exempt from the tax
imposed by Chapter 1 of the Code (including the tax imposed by Section 511 of
the Code on unrelated business taxable income), (iv) rural electric and
telephone cooperatives described in Section 1381(a)(2)(C) of the Code. 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",
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"State" and "international organization" shall have the meanings set forth in
Section 7701 of the Code or successor provisions.
Distribution Date: The 25th day of any month beginning in the month
immediately following the month of the initial issuance of the Certificates or,
if such 25th day is not a Business Day, the Business Day immediately following
such 25th day.
Due Date: With respect to any Distribution Date, the first day of the month
in which such Distribution Date occurs.
Due Period: With respect to any Distribution Date, the period commencing
on the second day of the month preceding the month of such Distribution Date and
ending on the related Due Date.
Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the debt obligations of which have been rated by
each Rating Agency in its highest rating available, or (ii) an account or
accounts in a depository institution in which such accounts are fully insured to
the limits established by the FDIC, provided that any deposits not so insured
shall, to the extent acceptable to each Rating Agency, as evidenced in writing,
be maintained such that (as evidenced by an Opinion of Counsel delivered to the
Trustee and each Rating Agency) the registered Holders of Certificates have a
claim with respect to the funds in such account or a perfected first security
interest against any collateral (which shall be limited to Permitted
Investments) securing such funds that is superior to claims of any other
depositors or creditors of the depository institution with which such account is
maintained, or (iii) in the case of the Custodial Account, either (A) a trust
account or accounts maintained in the corporate trust department of The First
National Bank of Chicago or (B) an account or accounts maintained in the
corporate asset services department of The First National Bank of Chicago, as
long as its short term debt obligations are rated P-1 (or the equivalent) or
better by each Rating Agency and its long term debt obligations are rated A2 (or
the equivalent) or better, by each Rating Agency, or (iv) in the case of the
Certificate Account, a trust account or accounts maintained in the corporate
trust division of Bankers Trust Company, or (v) an account or accounts of a
depository institution acceptable to each Rating Agency (as evidenced in 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 each
Available Distribution Amount remaining after reduction by the sum of (i) the
aggregate amount of Accrued Certificate Interest on the Senior Certificates,
(ii) the Senior Principal Distribution Amount (determined without regard to
Section 4.02(a)(ii)(D) hereof), (iii) the Class A-P Principal Distribution
Amount (determined without regard to Section 4.02(b)(i)(E) hereof) and (iv) the
aggregate amount of Accrued Certificate Interest on the Class M, Class B-1 and
Class B-2 Certificates.
Event of Default: As defined in Section 7.01.
Excess Bankruptcy Loss: Any Bankruptcy Loss, or portion thereof, which
exceeds the then
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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;
(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) 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
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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.
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 third anniversary of the Cut-off Date an
amount equal to 1.00% of the aggregate outstanding principal balance of all of
the Mortgage Loans as of the Cut-off Date minus the aggregate amount of Fraud
Losses allocated solely to one or more specific Classes of Certificates in
accordance with Section 4.05 since the Cut-off Date up to such date of
determination and (Y) from the third to the fifth anniversary of the Cut-off
Date, an amount equal to (1) the lesser of (a) the Fraud Loss Amount as of the
most recent anniversary of the Cut-off Date and (b) 0.50% of the aggregate
outstanding principal balance of all of the Mortgage Loans as of the most recent
anniversary of the Cut-off Date minus (2) the aggregate amount of Fraud Losses
allocated solely to one or more specific Classes of
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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.
Group CB Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group CB Loans, having original principal balances less than or
equal to $227,150.
Group NB Loans: The Mortgage Loans designated on the Mortgage Loan
Schedule as Group NB Loans, having original principal balances exceeding
$227,150.
Independent: When used with respect to any specified Person, means such a
Person who (i) is in fact independent of the Company, the Master Servicer and
the Trustee, or any Affiliate thereof, (ii) does not have any direct financial
interest or any material indirect financial interest in the Company, the Master
Servicer or the Trustee or in an Affiliate thereof, and (iii) is not connected
with the Company, the Master Servicer or the Trustee as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions.
Initial Certificate Principal Balance: With respect to each Class of
Certificates, the Certificate Principal Balance of such Class of Certificates as
of the Cut-off Date as set forth in the Preliminary Statement hereto.
Initial Class A-V Notional Amount: With respect to any Class A-V
Certificate, the Cut-off Date Principal Balance of the Mortgage Loans
corresponding to the Uncertificated REMIC Regular Interests represented by such
Class A-V Certificate.
Initial Monthly Payment Fund: As defined in Section 2.01(g).
Insurance Proceeds: Proceeds paid in respect of the Mortgage Loans
pursuant to any Primary Insurance Policy or any other related insurance policy
covering a Mortgage Loan, to the extent such proceeds are payable to the
mortgagee under the Mortgage, any Sub-Servicer, 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.
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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 Group: Either or both of the CB Loan Group or the NB Loan Group.
Loan-to-Value Ratio: As of any date, the fraction, expressed as a
percentage, the numerator of which is the current principal balance of the
related Mortgage Loan at the date of determination and the denominator of which
is the Appraised Value of the related Mortgaged Property.
Maturity Date: The latest possible maturity date, solely for purposes of
Section 1.860G- 1(a)(4)(iii) of the Treasury regulations, by which the
Certificate Principal Balance of each Class of Certificates (other than the
Class A-V Certificates which have no Certificate Principal Balance) representing
a regular interest in the REMIC would be reduced to zero, which is September 25,
2013, the Distribution Date immediately following the latest scheduled maturity
date of any Mortgage Loan. The latest possible Maturity Date for each
Uncertificated REMIC Regular Interest is September 25, 2013, which is the
Distribution Date immediately following the latest scheduled maturity date of
any Mortgage Loan.
MLCC: Merrill Lynch Credit Corporation, or its successor in interest.
Modified Mortgage Loan: Any Mortgage Loan that has been the subject of a
Servicing Modification.
Modified Net Mortgage Rate: As to any Mortgage Loan that is the subject of
a Servicing Modification, the Net Mortgage Rate minus the rate per annum by
which the Mortgage Rate on such Mortgage Loan was reduced.
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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-1 (with respect to the Group CB Loans) and Exhibit F-2 (with respect
to Group NB Loans) (each as amended from time to time to reflect the addition of
Qualified Substitute Mortgage Loans), which lists shall set forth at a minimum
the following information as to each Mortgage Loan in the related Loan Group:
(i) the Mortgage Loan identifying number ("RFC LOAN #");
(ii) the street address of the Mortgaged Property (or, with respect
to a Cooperative Loan, the related Cooperative Apartment)
including state and zip code ("ADDRESS");
(iii) the maturity of the Mortgage Note ("MATURITY DATE");
(iv) the Mortgage Rate ("ORIG RATE");
(v) the Sub-Servicer 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");
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(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 schedules 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.
NB Loan Group: The group of Mortgage Loans comprised of the Group NB Loans.
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-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.
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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 Mortgage Insurance Policy.
Pass-Through Rate: With respect to the Senior Certificates (other than the
Class A-P Certificates and Class A-V Certificates), Class M Certificates and
Class B Certificates and any Distribution Date, the per annum rates set forth in
the Preliminary Statement hereto. With respect to the Class A-V Certificates
(other than any Subclass thereof) and any Distribution Date, a rate equal to the
weighted average, expressed as a percentage, of the Pool Strip Rates of all
Mortgage Loans as of the Due Date in the month next preceding the month in which
such Distribution Date occurs, weighted on the basis of the respective Stated
Principal Balances of such Mortgage Loans, which Stated Principal Balances shall
be the Stated Principal Balances of such Mortgage Loans at the close of business
on the immediately preceding Distribution Date after giving effect to
distributions thereon allocable to
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principal to the Holders of the Certificates (or, with respect to the initial
Distribution Date, at the close of business on the Cut-off Date). With respect
to the Class A-V Certificates and the initial Distribution Date, the
Pass-Through Rate is equal to 0.8533% per annum. With respect to any Subclass of
Class A-V Certificates and any Distribution Date, a rate equal to the weighted
average, expressed as a percentage, of the Pool Strip Rates of all Mortgage
Loans corresponding to the Uncertificated REMIC Regular Interests represented by
such Subclass as of the Due Date in the month next preceding the month in which
such Distribution Date occurs, weighted on the basis of the respective Stated
Principal Balances of such Mortgage Loans, which Stated Principal Balances shall
be the Stated Principal Balances of such Mortgage Loans at the close of business
on the immediately preceding Distribution Date after giving effect to
distributions thereon allocable to principal to the Holders of the Certificates
(or with respect to the initial Distribution Date, at the close of business on
the Cut-off Date). The Class A-P Certificates have no Pass-Through Rate and are
not entitled to Accrued Certificate Interest.
Paying Agent: Bankers Trust Company or any successor Paying Agent appointed
by the Trustee.
Percentage Interest: With respect to any Certificate (other than a Class R
Certificate), the undivided percentage ownership interest in the related Class
evidenced by such Certificate, which percentage ownership interest shall be
equal to the Initial Certificate Principal Balance thereof or Initial Class A-V
Notional Amount thereof (in the case of any Class A-V Certificate) divided by
the aggregate Initial Certificate Principal Balance or the aggregate of the
Initial Class A-V Notional Amounts, as applicable, of all the Certificates of
the same Class. With respect to a Class R Certificate, the interest in
distributions to be made with respect to such Class evidenced thereby, expressed
as a percentage, as stated on the face of each such Certificate.
Permitted Investments: One or more of the following:
(i) obligations of or guaranteed as to principal and interest by
the United States or any agency or instrumentality thereof
when such obligations are backed by the full faith and credit
of the United States;
(ii) repurchase agreements on obligations specified in clause (i)
maturing not more than one month from the date of acquisition
thereof, provided that the unsecured obligations of the party
agreeing to repurchase such obligations are at the time rated
by each Rating Agency in its highest short-term rating
available;
(iii) federal funds, certificates of deposit, demand deposits, time
deposits and bankers' acceptances (which shall each have an
original maturity of not more than 90 days and, in the case of
bankers' acceptances, shall in no event have an original
maturity of more than 365 days or a remaining maturity of more
than 30 days) denominated in United States dollars of any U.S.
depository institution or trust company incorporated under the
laws of the United States or any state thereof or of any
domestic branch of a foreign depository institution or trust
company; provided that the debt obligations of such depository
institution or
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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
(vi) other obligations or securities that are acceptable to each
Rating Agency as a Permitted Investment hereunder and will not
reduce the rating assigned to any Class of Certificates by
such Rating Agency below the lower of the then-current rating
or the rating assigned to such Certificates as of the Closing
Date by such Rating Agency, as evidenced in writing;
provided, however, no instrument shall be a Permitted Investment if it
represents, either (1) the right to receive only interest payments with respect
to the underlying debt instrument or (2) the right to receive both principal and
interest payments derived from obligations underlying such instrument and the
principal and interest payments with respect to such instrument provide a yield
to maturity greater than 120% of the yield to maturity at par of such underlying
obligations. References herein to the highest rating available on unsecured
long-term debt shall mean AAA in the case of Standard & Poor's, Fitch IBCA or
DCR, and Aaa in the case of Moody's, and references herein to the highest rating
available on unsecured commercial paper and short-term debt obligations shall
mean A-1 in the case of Standard & Poor's, P-1 in the case of Moody's, either
A-1 by Standard & Poor's, P-1 by Moody's, F-1 by Fitch IBCA in the case of Fitch
IBCA and D-1 in the case of DCR.
Permitted Transferee: Any Transferee of a Class R Certificate, other than a
Disqualified
Organization or Non-United States Person.
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Person: Any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.
Pledged Asset Mortgage Servicing Agreement: The Pledged Asset Mortgage
Servicing Agreement, dated as of February 28, 1996 between MLCC and the Master
Servicer.
Pool Stated Principal Balance: As to any date of determination, the
aggregate of the Stated Principal Balances of each Mortgage Loan that was an
Outstanding Mortgage Loan on the Due Date in the month preceding the month of
such date of determination.
Pool Strip Rate: With respect to each Mortgage Loan, a per annum rate
equal to the excess of (a) the Net Mortgage Rate of such Mortgage Loan over (b)
6.50% per annum (but not less than 0.00%).
Prepayment Assumption: With respect to the Class CB, Class A-P, Class A-V,
Class M and Class B Certificates, 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. With respect to the Class NB Certificates, a prepayment
assumption of 275% of the standard prepayment assumption, used for determining
the accrual of original issue discount and market discount and premium on the
Certificates for federal income tax purposes. The standard prepayment assumption
assumes a constant rate of prepayment of mortgage loans of 0.2% per annum of the
then outstanding principal balance of such mortgage loans in the first month of
the life of the mortgage loans, increasing by an additional 0.2% per annum in
each succeeding month until the thirtieth month, and a constant 6% per annum
rate of prepayment thereafter for the life of the mortgage loans.
Prepayment Distribution Percentage: With respect to any Distribution Date
and each Class of Class M Certificates and Class B Certificates, under the
applicable circumstances set forth below, the respective percentages set forth
below:
(i) For any Distribution Date prior to the Distribution Date in
October 2003 (unless the Certificate Principal Balances of the
Senior 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.
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Prepayment Interest Shortfall: As to any Distribution Date and any
Mortgage Loan (other than a Mortgage Loan relating to an REO Property) that was
the subject of (a) a Principal Prepayment in Full during the related Prepayment
Period, an amount equal to the excess of one month's interest at the Net
Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified Mortgage
Loan) on the Stated Principal Balance of such Mortgage Loan over the amount of
interest (adjusted to the Net Mortgage Rate (or Modified Net Mortgage Rate in
the case of a Modified Mortgage Loan)) paid by the Mortgagor for such Prepayment
Period to the date of such Principal Prepayment in Full or (b) a Curtailment
during the prior calendar month, an amount equal to one month's interest at the
Net Mortgage Rate (or Modified Net Mortgage Rate in the case of a Modified
Mortgage Loan) on the amount of such Curtailment.
Prepayment Period: As to any Distribution Date, the calendar month
preceding the month of distribution.
Primary Insurance Policy: Each primary policy of mortgage guaranty
insurance or any replacement policy therefor referred to in Section 2.03(b)(iv)
and (v).
Principal Prepayment: Any payment of principal or other recovery on a
Mortgage Loan, including a recovery that takes the form of Liquidation Proceeds
or Insurance Proceeds, which is 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 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
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the Deleted Mortgage Loan (the amount of any shortfall to be deposited by
Residential Funding in the Custodial Account in the month of substitution); (ii)
have a Mortgage Rate and a Net Mortgage Rate no lower than and not more than 1%
per annum higher than the Mortgage Rate and Net Mortgage Rate, respectively, of
the Deleted Mortgage Loan as of the date of substitution; (iii) have a
Loan-to-Value Ratio at the time of substitution no higher than that of the
Deleted Mortgage Loan at the time of substitution; (iv) have a remaining term to
stated maturity not greater than (and not more than one year less than) that of
the Deleted Mortgage Loan; (v) comply with each representation and warranty set
forth in Sections 2.03 and 2.04 hereof and Section 4 of the Assignment
Agreement; and (vi) have a Pool Strip Rate equal to or greater than that of the
Deleted Mortgage Loan. Notwithstanding any other provisions herein, (x) with
respect to any Qualified Substitute Mortgage Loan substituted for a Deleted
Mortgage Loan which was a Discount Mortgage Loan, such Qualified Substitute
Mortgage Loan shall be deemed to be a Discount Mortgage Loan and to have a
Discount Fraction equal to the Discount Fraction of the related Deleted Mortgage
Loan and (y) in the event that the "Pool Strip Rate" of any Qualified Substitute
Mortgage Loan as calculated pursuant to the definition of "Pool Strip Rate" is
greater than the Pool Strip Rate of the related Deleted Mortgage Loan (i) the
Pool Strip Rate of such Qualified Substitute Mortgage Loan shall be equal to the
Pool Strip Rate of the related Deleted Mortgage Loan for purposes of calculating
the Pass-Through Rate on the Class A-V Certificates and (ii) the excess of the
Pool Strip Rate on such Qualified Substitute Mortgage Loan as calculated
pursuant to the definition of "Pool Strip Rate" over the Pool Strip Rate on the
related Deleted Mortgage Loan shall be payable to the Class R Certificates
pursuant to Section 4.02 hereof.
Rating Agency: Standard & Poor's and Fitch IBCA with respect to the Senior
Certificates, and Fitch IBCA with respect to the Class M-1, Class M-2, Class
M-3, Class B-1 and Class B-2 Certificates. If either agency or a successor is no
longer in existence, "Rating Agency" shall be such statistical credit rating
agency, or other comparable Person, designated by the Company, notice of which
designation shall be given to the Trustee and the Master Servicer.
Realized Loss: With respect to each Mortgage Loan (or REO Property) as to
which a Cash Liquidation or REO Disposition has occurred, an amount (not less
than zero) equal to (i) the Stated Principal Balance of the Mortgage Loan (or
REO Property) as of the date of Cash Liquidation or REO Disposition, plus (ii)
interest (and REO Imputed Interest, if any) at the Net Mortgage Rate from the
Due Date as to which interest was last paid or advanced to Certificateholders up
to the last day of the month in which the Cash Liquidation (or REO Disposition)
occurred on the Stated Principal Balance of such Mortgage Loan (or REO Property)
outstanding during each Due Period that such interest was not paid or advanced,
minus (iii) the proceeds, if any, received during the month in which such Cash
Liquidation (or REO Disposition) occurred, to the extent applied as recoveries
of interest at the Net Mortgage Rate and to principal of the Mortgage Loan, net
of the portion thereof reimbursable to the Master Servicer or any Sub-Servicer
with respect to related Advances or expenses as to which the Master Servicer or
Sub-Servicer 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
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been received. With respect to each Mortgage Loan which has become the subject
of a Deficient Valuation, the difference between the principal balance of the
Mortgage Loan outstanding immediately prior to such Deficient Valuation and the
principal balance of the Mortgage Loan as reduced by the Deficient Valuation.
With respect to each Mortgage Loan which has become the object of a Debt Service
Reduction, the amount of such Debt Service Reduction. Notwithstanding the above,
neither a Deficient Valuation nor a Debt Service Reduction shall be deemed a
Realized Loss hereunder so long as the Master Servicer has notified the Trustee
in writing that the Master Servicer is diligently pursuing any remedies that may
exist in connection with the representations and warranties made regarding the
related Mortgage Loan and either (A) the related Mortgage Loan is not in default
with regard to payments due thereunder or (B) delinquent payments of principal
and interest under the related Mortgage Loan and any 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 Sub-Servicer, 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 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
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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.
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 Sub-Servicer, 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
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forth in the Program Guide.
Senior Accelerated Distribution Percentage: With respect to any
Distribution Date, the percentage indicated below:
Senior Accelerated
Distribution Date Distribution Percentage
October 1998 through
September 2003..................... 100%
October 2003 through Senior Percentage, plus 70% of the
September 2004..................... Subordinate Percentage
October 2004 through
September 2005..................... Senior Percentage, plus 60% of the
Subordinate Percentage
October 2005 through
September 2006..................... Senior Percentage, plus 40% of the
Subordinate Percentage
October 2006 through
September 2007..................... Senior Percentage, plus 20% of the
Subordinate Percentage
October 2007 and
thereafter.......................... Senior Percentage
provided, however, (i) that any scheduled reduction to the Senior Accelerated
Distribution Percentage described above shall not occur as of any Distribution
Date unless either (a)(1)(X) the outstanding principal balance of the Mortgage
Loans delinquent 60 days or more averaged over the last six months, as a
percentage of the aggregate outstanding Certificate Principal Balance of the
Class M and Class B Certificates, is less than 50% or (Y) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 2% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) after the Closing Date are less than 30%, 35%, 40%, 45% or 50%,
respectively, of the sum of the Initial Certificate Principal Balances of the
Class M Certificates and Class B Certificates or (b)(1) the outstanding
principal balance of Mortgage Loans delinquent 60 days or more averaged over the
last six months, as a percentage of the aggregate outstanding principal balance
of all Mortgage Loans averaged over the last six months, does not exceed 4% and
(2) Realized Losses on the Mortgage Loans to date for such Distribution Date, if
occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
thereafter) 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 Senior Certificates, to zero, the Senior
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Accelerated Distribution Percentage shall tereafter be 0%.
Senior Certificate: Any one of the Class CB, Class NB, Class A-V, Class
A-P or Class R Certificates, executed by the Trustee and authenticated by the
Certificate Registrar substantially in the form annexed hereto as Exhibit A,
each such Certificate (other than the Class A-V Certificates) evidencing an
interest designated as a "regular interest" in the REMIC for purposes of the
REMIC Provisions. The Class A-V Certificates will represent the entire
beneficial ownership interest in the Uncertificated REMIC Regular Interests. On
and after the date of issuance of any Subclass of Class A-V Certificates
pursuant to Section 5.01(c), any such Subclass will represent the Uncertificated
REMIC Regular Interest or Interests specified by the initial Holder of the Class
A-V Certificates pursuant to said Section.
Senior Percentage: As of any Distribution Date, the lesser of 100% and a
fraction, expressed as a percentage, the numerator of which is the aggregate
Certificate Principal Balance of the Senior Certificates 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.
Senior Principal Distribution Amount: As to any Distribution Date, the
lesser of (a) the balance of the Available Distribution Amount remaining after
the distribution of all amounts required to be distributed pursuant to Section
4.02(a)(i) and (b) the sum of the amounts required to be distributed to the
Senior Certificateholders on such Distribution Date pursuant to Section
4.02(a)(ii), (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,
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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
$1,620,356 minus the sum of (i) the aggregate amount of Special Hazard Losses
allocated solely to one or more specific Classes of Certificates in accordance
with Section 4.05 and (ii) the Adjustment Amount (as defined below) as most
recently calculated. For each anniversary of the Cut-off Date, the Adjustment
Amount shall be equal to the amount, if any, by which the amount calculated in
accordance with the preceding sentence (without giving effect to the deduction
of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
greatest of (i) twice the outstanding principal balance of the Mortgage Loan in
the Trust Fund which has the largest outstanding principal balance on the
Distribution Date immediately preceding such anniversary, (ii) the product of
1.00% multiplied by the outstanding principal balance of all Mortgage Loans on
the Distribution Date immediately preceding such anniversary and (iii) the
aggregate outstanding principal balance (as of the immediately preceding
Distribution Date) of the Mortgage Loans in any single five-digit California zip
code area with the largest amount of Mortgage Loans by aggregate principal
balance as of such anniversary and (B) the greater of (i) the product of 0.50%
multiplied by the outstanding principal balance of all Mortgage Loans on the
Distribution Date immediately preceding such anniversary multiplied by a
fraction, the numerator of which is equal to the aggregate outstanding principal
balance (as of the immediately preceding Distribution Date) of all of the
Mortgage Loans secured by Mortgaged Properties located in the State of
California divided by the aggregate outstanding principal balance (as of the
immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
as a percentage, and the denominator of which is equal to 21.5% (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
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required to be maintained in respect of such Mortgaged Property pursuant to
Section 3.12(a), except to the extent of the portion of such loss not covered as
a result of any coinsurance provision and (ii) any Extraordinary Loss.
Standard & Poor's: Standard & Poor's Ratings Services, a division of the
McGraw-Hill Companies, or its successor in interest.
Stated Principal Balance: With respect to any Mortgage Loan or related REO
Property, at any given time, (i) the Cut-off Date Principal Balance of the
Mortgage Loan, minus (ii) the sum of (a) the principal portion of the Monthly
Payments due with respect to such Mortgage Loan or REO Property during each Due
Period ending prior to the most recent Distribution Date which were received or
with respect to which an Advance was made, and (b) all Principal Prepayments
with respect to such Mortgage Loan or REO Property, and all Insurance Proceeds,
Liquidation Proceeds and REO Proceeds, to the extent applied by the Master
Servicer as recoveries of principal in accordance with Section 3.14 with respect
to such Mortgage Loan or REO Property, in each case which were distributed
pursuant to Section 4.02 on any previous Distribution Date, and (c) any Realized
Loss allocated to Certificateholders with respect thereto for any previous
Distribution Date.
Subclass: With respect to the Class A-V Certificates, any Subclass thereof
issued pursuant to Section 5.01(c). Any such Subclass will represent the
Uncertificated REMIC Regular Interest or Interests specified by the initial
Holder of the Class A-V Certificates pursuant to Section 5.01(c).
Subclass Notional Amount: As of any Distribution Date, with respect to any
Subclass of Class A-V Certificates issued pursuant to Section 5.01(c), the
aggregate Stated Principal Balance of the Mortgage Loans corresponding to the
Uncertificated REMIC Regular Interests represented by such Subclass immediately
prior to such date.
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)(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)(B)(b) to the extent such collections are not otherwise distributed
to the Senior Certificates; (iii) the product of (x) the related Prepayment
Distribution Percentage and (y) the aggregate of all Principal Prepayments in
Full and Curtailments received in the related Prepayment Period (other than the
related Discount Fraction of such Principal Payments in Full and Curtailments
with respect to a Discount Mortgage Loan) to the extent not payable to the
Senior Certificates; (iv) if such Class is the most senior Class of Certificates
then outstanding (as established in Section 4.05 hereof), any Excess Subordinate
Principal Amount for such Distribution Date; and (v) any amounts described in
clauses (i), (ii) and (iii) as determined for any previous Distribution Date,
that remain undistributed to the
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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.
Sub-Servicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement and who generally satisfied the requirements set forth in
the Program Guide in respect of the qualification of a Sub-Servicer as of the
date of its approval as a Sub-Servicer by the Master Servicer.
Sub-Servicer Advance: Any delinquent installment of principal and interest
on a Mortgage Loan which is advanced by the related Sub-Servicer (net of its
Subservicing Fee) pursuant to the Subservicing Agreement.
Subservicing Account: An account established by a Sub-Servicer in
accordance with Section 3.08.
Subservicing Agreement: The written contract between the Master Servicer
and any Sub-Servicer 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 Sub-Servicer (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
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successor forms, to be filed on behalf of the Trust Fund due to its
classification as a REMIC under the REMIC Provisions, together with any and all
other information, reports or returns that may be required to be furnished to
the Certificateholders or filed with the Internal Revenue Service or any other
governmental taxing authority under any applicable provisions of federal, state
or local tax laws.
Transfer: Any direct or indirect transfer, sale, pledge, hypothecation
or other form of assignment of any Ownership Interest in a Certificate.
Transferee: Any Person who is acquiring by Transfer any Ownership
Interest in a Certificate.
Transferor: Any Person who is disposing by Transfer of any Ownership
Interest in a Certificate.
Trust Fund: The segregated pool of assets, with respect to which a
REMIC election is to be made, consisting of:
(i) the Mortgage Loans and the related Mortgage Files,
(ii) all payments on and collections in respect of the Mortgage
Loans due after the Cut-off Date as shall be on deposit in the
Custodial Account or in the Certificate Account and identified
as belonging to the Trust Fund, including the 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 1,411 uncertificated partial
undivided beneficial ownership interests in the Trust Fund, numbered
sequentially from 1 to 1,411, 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.
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United States Person: A citizen or resident of the United States, a
corporation, partnership or other entity (treated as a corporation or
partnership for United States income tax purposes) created or organized in, or
under the laws of, the United States, any state thereof, or the District of
Columbia (except in the case of a partnership, to the extent provided in
Treasury regulations) or 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 of Certificates, other than the Class A-V
Certificates and Class R Certificates, in proportion to the outstanding
Certificate Principal Balances of their respective Certificates; 1% of all
Voting Rights shall be allocated among the Holders of the Class A-V Certificates
and the Holders of the Class R Certificates shall be entitled to 1% 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.
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and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person
endorsing it to the Trustee, or with respect to any Destroyed
Mortgage Note, an original lost note affidavit from the
related Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or destroyed,
together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan
with intervening assignments showing an unbroken chain of
title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such
Cooperative Loan, together with an undated stock power (or
other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related
Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence
of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of
Proprietary Lease;
(viii)An executed assignment of the interest of the originator in
the Security Agreement, Assignment of Proprietary Lease and
the recognition agreement referenced in clause (iv) above,
showing an unbroken chain of title from the originator to the
Trustee;
(ix) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Cooperative
Loan; and
(x) An executed UCC-1 financing statement showing the Master
Servicer as debtor, the Company as secured party and the
Trustee as assignee and an executed UCC-1 financing statement
showing the Company as debtor and the Trustee as secured
party, each in a form sufficient for filing, evidencing the
interest of such
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debtors in the Cooperative Loans.
(c) The Company may, in lieu of delivering the documents set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) to the Trustee or the Custodian or Custodians, deliver such documents to the
Master Servicer, and the Master Servicer shall hold such documents in trust for
the use and benefit of all present and future Certificateholders until such time
as is set forth below. Within ten Business Days following the earlier of (i) the
receipt of the original of each of the documents or instruments set forth in
Section 2.01(b)(I)(iv) and (v) and Section (b)(II)(ii), (iv), (vii), (ix) and
(x) (or copies thereof as permitted by such Section) for any Mortgage Loan and
(ii) a written request by the Trustee to deliver those documents with respect to
any or all of the Mortgage Loans then being held by the Master Servicer, the
Master Servicer shall deliver a complete set of such documents to the Trustee or
the Custodian or Custodians that are the duly appointed agent 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
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upon receipt thereof from the public recording office or from the related
Sub-Servicer. In connection with its servicing of Cooperative Loans, the Master
Servicer will use its best efforts to file timely continuation statements with
regard to each financing statement and assignment relating to Cooperative Loans
as to which the related Cooperative Apartment is located outside of the State of
New York.
In the event that the Company delivers to the Trustee or Custodian any
Mortgage Note or Assignment of Mortgage in blank, the Company shall, or shall
cause the Custodian to, complete the endorsement of the Mortgage Note and the
Assignment of Mortgage in the name of the Trustee within 45 days after the
Closing Date, as contemplated by Section 2.02.
Any of the items set forth in Sections 2.01(b)(I)(iv) and (v) and (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 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
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form of cash, instruments, securities or other property and (2) an assignment by
the Company to the Trustee of any security interest in any and all of
Residential Funding's right (including the power to convey title thereto), title
and interest, whether now owned or hereafter acquired, in and to the property
described in the foregoing clauses (1)(A), (B), (C) and (D) granted by
Residential Funding to the Company pursuant to the Assignment Agreement; (c) the
possession by the Trustee, the Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents, investment property or chattel paper shall be deemed to be
"possession by the secured party," or possession by a purchaser or a person
designated by such secured party, for purposes of perfecting the security
interest pursuant to the Minnesota Uniform Commercial Code and the Uniform
Commercial Code of any other applicable jurisdiction (including, without
limitation, Section 8-106, 9-305 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 $13,183 (the "Initial Monthly Payment Fund"), representing
scheduled principal amortization and interest at the Net Mortgage Rate for the
Due Date in October 1998, for those Mortgage Loans for which the Trustee will
not be entitled to receive such payment. The Master Servicer shall hold such
Initial Monthly Payment Fund in the Custodial Account and shall include such
Initial Monthly Payment Fund in the Available Distribution Amount for the
Distribution Date in October 1998. Notwithstanding anything herein to the
contrary, the Initial Monthly Payment Fund shall not be an asset of 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
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meaning of Section 1.860G-2(h) of the Treasury Regulations.
Section 2.02. Acceptance by Trustee.
The Trustee acknowledges receipt (or, with respect to Mortgage Loans
subject to a Custodial Agreement, and based solely upon a receipt or
certification executed by the Custodian, receipt by the respective Custodian as
the duly appointed agent of the Trustee) of the documents referred to in 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 Sub-Servicer or Seller of such
omission or defect and request that such Sub-Servicer 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 Sub-Servicer or Seller does not
correct or cure such omission or defect within such period, that such
Sub-Servicer 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 Sub-Servicer, shall
be deposited or caused to be deposited by the Master Servicer in the Custodial
Account maintained by it pursuant to Section 3.07 and, upon receipt by the
Trustee of written notification of such deposit signed
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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 Sub-Servicer 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 Sub-Servicer, as the case may be, to so cure or
purchase any Mortgage Loan as to which a material defect in or omission of a
constituent document exists shall constitute the sole remedy respecting such
defect or omission available to Certificateholders or the Trustee on behalf of
the Certificateholders. Notwithstanding the foregoing, it is understood and
agreed that the Master Servicer shall use its best efforts to substitute, within
60 days of the Closing Date, Qualified Substitute Mortgage Loans to replace any
of the Mortgage Loans identified on Schedule I hereto with respect to which any
document or documents constituting a part of the Mortgage File are missing or
defective in any material respect if the Master Servicer cannot cure such
omission or defect within such 60 day period.
Section 2.03. Representations, Warranties and Covenants of the
Master Servicer and the Company.
(a) The Master Servicer hereby represents and warrants to the Trustee for
the benefit of the Certificateholders that:
(i) The Master Servicer is a corporation duly organized, validly
existing and in good standing under the laws governing its
creation and existence and is or will be in compliance with
the laws of each state in which any Mortgaged Property is
located to the extent necessary to ensure the enforceability
of each Mortgage Loan in accordance with the terms of this
Agreement;
(ii) The execution and delivery of this Agreement by the Master
Servicer and its performance and compliance with the terms of
this Agreement will not violate the Master Servicer's
Certificate of Incorporation or Bylaws or constitute a
material default (or an event which, with notice or lapse of
time, or both, would constitute a material default) under, or
result in the material breach of, any material contract,
agreement or other instrument to which the Master Servicer is
a party or which may be applicable to the Master Servicer or
any of its assets;
(iii) This Agreement, assuming due authorization, execution and
delivery by the Trustee and the Company, constitutes a valid,
legal and binding obligation of the Master Servicer,
enforceable against it in accordance with the terms hereof
subject to applicable bankruptcy, insolvency, reorganization,
moratorium and other laws affecting the enforcement of
creditors' rights generally and to general principles of
equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;
(iv) The Master Servicer is not in default with respect to any order
or decree of any
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court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default might
have consequences that would materially and adversely affect
the condition (financial or other) or operations of the Master
Servicer or its properties or might have consequences that
would materially adversely affect its performance hereunder;
(v) No litigation is pending or, to the best of the Master
Servicer's knowledge, threatened against the Master Servicer
which would prohibit its entering into this Agreement or
performing its obligations under this Agreement;
(vi) The Master Servicer will comply in all material respects in
the performance of this Agreement with all reasonable rules
and requirements of each insurer under each Required Insurance
Policy;
(vii) No information, certificate of an officer, statement furnished
in writing or report delivered to the Company, any Affiliate
of the Company or the Trustee by the Master Servicer will, to
the knowledge of the Master Servicer, contain any untrue
statement of a material fact or omit a material fact necessary
to make the information, certificate, statement or report not
misleading; and
(viii)The Master Servicer has examined each existing, and will
examine each new, Subservicing Agreement and is or will be
familiar with the terms thereof. The terms of each existing
Subservicing Agreement and each designated Sub-Servicer 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
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Certificateholders that as of the Closing Date (or, if otherwise specified
below, as of the date so specified):
(i) No Mortgage Loan is one month or more delinquent in payment of
principal and interest as of the Cut-off Date and no Mortgage
Loan has been so delinquent more than once in the 12-month
period prior to the Cut-off Date;
(ii) The information set forth in Exhibit F-1 and Exhibit F-2
hereto with respect to each Mortgage Loan or the Mortgage
Loans, as the case may be, in the CB Loan Group and NB Loan
Group, as applicable, is true and correct in all material
respects at the date or dates respecting which such
information is furnished;
(iii) The Mortgage Loans are fully-amortizing, fixed-rate mortgage
loans with level Monthly Payments due on the first day of each
month and terms to maturity at origination or modification of
not more than 15 years;
(iv) To the best of the Company's knowledge, except with respect to
four Mortgage Loans representing approximately 0.2% 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 0.3% of the Group CB 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, no
more than 0.7% of the Group CB 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;
no more than 2.5% of the Group NB 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, no
more than 2.1% of the Group NB Loans by aggregate Stated
Principal Balance as of the Cut-off Date are secured by Mortgaged
Properties located in any one zip code area outside California;
(vii) If the improvements securing a Mortgage Loan are in a
federally designated special flood hazard area, flood
insurance in the amount required under the Program Guide
covers the related Mortgaged Property (either by coverage
under the federal flood insurance program or by coverage by
private insurers);
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(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 30.24% of the Group CB Loans by aggregate Stated
Principal Balance as of the Cut-off Date were underwritten under
a reduced loan documentation program, approximately 23.96% of the
Group CB Loans by aggregate Stated Principal Balance as of the
Cut-off Date were underwritten under a no-stated income program
and approximately 1.45% of the Group CB Loans by aggregate Stated
Principal Balance as of the Cut-off Date were underwritten under
a no income/no asset program; and approximately 40.03% of the
Group NB Loans by aggregate Stated Principal Balance as of the
Cut-off Date were underwritten under a reduced loan documentation
program, approximately 15.92% of the Group NB Loans by aggregate
Stated Principal Balance as of the Cut-off Date were underwritten
under a no-stated income program and approximately 1.97% of the
Group NB Loans by aggregate Stated Principal Balance as of the
Cut-off Date were underwritten under a no income/no asset
program.
(x) Except with respect to approximately 33.59% of the Group CB
Loans by aggregate Stated Principal Balance as of the Cut-off
Date, and approximately 9.65% of the Group NB Loans by
aggregate Stated Principal Balance as of the Cut-off Date, the
Mortgagor represented in its loan application with respect to
the related Mortgage Loan that the Mortgaged Property would be
owner-occupied;
(xi) None of the Mortgage Loans will be Buy-Down 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;
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(xvi) None of the Mortgage Loans contain a Destroyed Mortgage Note
in the related Mortgage File;
(xvii)Not more than 1.9% of the Group CB Loans and no more than
2.0% of the Group NB 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;
(xix) 0.4% of the Mortgage Loans by aggregate Stated Principal
Balance as of the Cut-off Date are Additional Collateral
Loans; and
(xx) None of the Mortgage Loans is a Cooperative Loan.
It is understood and agreed that the representations and warranties set forth in
this Section 2.03(b) shall survive delivery of the respective Mortgage Files to
the Trustee or any Custodian.
Upon discovery by any of the Company, the Master Servicer, the Trustee or
any Custodian of a breach of any of the representations and warranties set forth
in this Section 2.03(b) which materially and adversely affects the interests of
the Certificateholders in any Mortgage Loan, the party discovering such breach
shall give prompt written notice to the other parties (any Custodian being so
obligated under a Custodial Agreement); provided, however, that in the event of
a breach of the representation and warranty set forth in Section 2.03(b)(xii),
the party discovering such breach shall give such notice within five days of
discovery. Within 90 days of its discovery or its receipt of notice of breach,
the Company shall either (i) cure such breach in all material respects or (ii)
purchase such Mortgage Loan from the Trust Fund at the Purchase Price and in the
manner set forth in Section 2.02; provided that the Company shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the omission or defect would cause the Mortgage Loan to
be other than a "qualified mortgage" as defined in Section 860G(a)(3) of the
Code, any such cure or repurchase must occur within 90 days from the date such
breach was discovered. Any such substitution shall be effected by the Company
under the same terms and conditions as provided in Section 2.04 for
substitutions by Residential Funding. It is understood and agreed that the
obligation of the Company to cure such breach or to so purchase or substitute
for any Mortgage Loan as to which such a breach has occurred and is continuing
shall constitute the sole remedy respecting such breach available to the
Certificateholders or the Trustee on behalf of the Certificateholders.
Notwithstanding the foregoing, the Company shall not be required to cure
breaches or purchase or substitute for Mortgage Loans as provided in this
Section 2.03(b) if the substance of the breach of a representation set forth
above also constitutes fraud in the origination of the Mortgage Loan.
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Section 2.04. Representations and Warranties of Sellers.
The Company, as assignee of Residential Funding under the Assignment
Agreement, hereby assigns to the Trustee for the benefit of Certificateholders
all of its right, title and interest in respect of the Assignment Agreement and
each Seller's Agreement applicable to a Mortgage Loan. Insofar as the Assignment
Agreement or such Seller's Agreement relates to the representations and
warranties made by Residential Funding or the related Seller in respect of such
Mortgage Loan and any remedies provided thereunder for any breach of such
representations and warranties, such right, title and interest may be enforced
by the Master Servicer on behalf of the Trustee and the Certificateholders. Upon
the discovery by the Company, the Master Servicer, the Trustee or any Custodian
of a breach of any of the representations and warranties made in a Seller's
Agreement or the Assignment Agreement (which, for purposes hereof, will be
deemed to include any other cause giving rise to a repurchase obligation under
the Assignment Agreement) in respect of any Mortgage Loan which materially and
adversely affects the interests of the Certificateholders in such Mortgage Loan,
the party discovering such breach shall give prompt written notice to the other
parties (any Custodian being so obligated under a Custodial Agreement). The
Master Servicer shall promptly notify the related Seller or Residential Funding,
as the case may be, of such breach and request that such Seller or Residential
Funding, as the case may be, either (i) cure such breach in all material
respects within 90 days from the date the Master Servicer was notified of such
breach or (ii) purchase such Mortgage Loan from the Trust Fund at the Purchase
Price and in the manner set forth in Section 2.02; provided that in the case of
a breach under the Assignment Agreement Residential Funding shall have the
option to substitute a Qualified Substitute Mortgage Loan or Loans for such
Mortgage Loan if such substitution occurs within two years following the Closing
Date; provided that if the breach would cause the Mortgage Loan to be other than
a "qualified mortgage" as defined in Section 860G(a)(3) of the Code, any such
cure or substitution must occur within 90 days from the date the breach was
discovered. In the event that Residential Funding elects to substitute a
Qualified Substitute Mortgage Loan or Loans for a Deleted Mortgage Loan pursuant
to this Section 2.04, Residential Funding shall deliver to the Trustee for the
benefit of the Certificateholders with respect to such Qualified Substitute
Mortgage Loan or Loans, the original Mortgage Note, the Mortgage, an Assignment
of the Mortgage in recordable form, and such other documents and agreements as
are required by Section 2.01, with the Mortgage Note endorsed as required by
Section 2.01. No substitution will be made in any calendar month after the
Determination Date for such month. Monthly Payments due with respect to
Qualified Substitute Mortgage Loans in the month of substitution shall not be
part of the Trust Fund and will be retained by the Master Servicer and remitted
by the Master Servicer to Residential Funding on the next succeeding
Distribution Date. For the month of substitution, distributions to the
Certificateholders will include the Monthly Payment due on a Deleted Mortgage
Loan for such month and thereafter Residential Funding shall be entitled to
retain all amounts received in respect of such Deleted Mortgage Loan. The Master
Servicer 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
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related Seller shall be deemed to have made the representations and warranties
with respect to the Qualified Substitute Mortgage Loan contained in the related
Seller's Agreement as of the date of substitution, and the Company and the
Master Servicer shall be deemed to have made with respect to any Qualified
Substitute Mortgage Loan or Loans, as of the date of substitution, the
covenants, representations and warranties set forth in this Section 2.04, in
Section 2.03 hereof and in Section 4 of the Assignment Agreement, and the Master
Servicer shall be obligated to repurchase or substitute for any Qualified
Substitute Mortgage Loan as to which a Repurchase Event (as defined in the
Assignment Agreement) has occurred pursuant to Section 4 of the Assignment
Agreement.
In connection with the substitution of one or more Qualified Substitute
Mortgage Loans for one or more Deleted Mortgage Loans, the Master Servicer will
determine the amount (if any) by which the aggregate principal balance of all
such Qualified Substitute Mortgage Loans as of the date of substitution is less
than the aggregate Stated Principal Balance of all such Deleted Mortgage Loans
(in each case after application of the principal portion of the Monthly Payments
due in the month of substitution that are to be distributed to the
Certificateholders in the month of substitution). Residential Funding shall
deposit the amount of such shortfall into the Custodial Account on the day of
substitution, without any reimbursement therefor. Residential Funding shall give
notice in writing to the Trustee of such event, which notice shall be
accompanied by an Officers' Certificate as to the calculation of such shortfall
and (subject to Section 10.01(f)) by an Opinion of Counsel to the effect that
such substitution will not cause (a) any federal tax to be imposed on the Trust
Fund, including without limitation, any federal tax imposed on "prohibited
transactions" under Section 860F(a)(1) of the Code or on "contributions after
the startup date" under Section 860G(d)(1) of the Code or (b) any portion of the
Trust Fund to fail to qualify as a REMIC at any time that any Certificate is
outstanding.
It is understood and agreed that the obligation of the Seller or
Residential Funding, as the case may be, to cure such breach or purchase (or in
the case of Residential Funding to substitute for) such Mortgage Loan as to
which such a breach has occurred and is continuing shall constitute the sole
remedy respecting such breach available to the Certificateholders or the Trustee
on behalf of Certificateholders. If the Master Servicer is Residential Funding,
then the Trustee shall also have the right to give the notification and require
the purchase or substitution provided for in the second preceding paragraph in
the event of such a breach of a representation or warranty made by Residential
Funding in the Assignment Agreement. In connection with the purchase of or
substitution for any such Mortgage Loan by Residential Funding, the Trustee
shall assign to Residential Funding all of the right, title and interest in
respect of the Seller's Agreement and the Assignment Agreement applicable to
such Mortgage Loan.
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
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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 Sub-Servicers
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 Sub-Servicer is hereby authorized and empowered by the
Trustee when the Master Servicer or the Sub-Servicer, 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 Sub-Servicer 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 Sub-Servicers 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
Sub-Servicers; Enforcement of Sub-Servicers' and Sellers' Obligations.
(a) The Master Servicer may continue in effect Subservicing Agreements
entered into by Residential Funding and Sub-Servicers prior to the execution and
delivery of this Agreement, and may enter into new Subservicing Agreements with
Sub-Servicers, for the servicing and administration of all or some of the
Mortgage Loans. Each Sub-Servicer 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 Sub-Servicer 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 Sub-Servicer
have agreed. A representative form of Subservicing Agreement is attached to this
Agreement as Exhibit G. With the approval of the Master Servicer, a Sub-Servicer
may delegate its servicing obligations to third-party servicers, but such
Sub-Servicer will remain obligated under the related Subservicing Agreement. The
Master Servicer and a Sub-Servicer may enter into amendments thereto or a
different form of Subservicing Agreement, and the form referred to or included
in the Program Guide is merely provided for information and shall not be deemed
to limit in any respect the discretion of the Master Servicer to modify or enter
into different Subservicing Agreements; provided, however, that any such
amendments or different forms shall be consistent with and not violate the
provisions of either this Agreement or the Program Guide in a manner which would
materially and adversely affect the interests of the Certificateholders.
(b) As part of its servicing activities hereunder, the Master Servicer, for
the benefit of the Trustee and the Certificateholders, shall use its best
reasonable efforts to enforce the obligations of each Sub-Servicer 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
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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 Sub-Servicers.
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 Sub-Servicer, the Master Servicer shall
either act as servicer of the related Mortgage Loan or enter into a Subservicing
Agreement with a successor Sub-Servicer 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 Sub-Servicer which it replaces. If the
Master Servicer enters into a Subservicing Agreement with a successor
Sub-Servicer, the Master Servicer shall use reasonable efforts to have the
successor Sub-Servicer assume liability for the representations and warranties
made by the terminated Sub-Servicer in respect of the related Mortgage Loans
and, in the event of any such assumption by the successor Sub-Servicer, the
Master Servicer may, in the exercise of its business judgment, release the
terminated Sub-Servicer 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 Sub-Servicer or reference to actions taken through a Sub-Servicer 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 Sub-Servicer 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
Sub-Servicer 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 Sub-Servicer
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 Sub-Servicer
in its capacity as such and not as an originator shall be deemed to be between
the Sub-Servicer 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 Sub-Servicer in
its capacity as such except as set forth in Section 3.06. The foregoing
provision shall not in any way limit a Sub-Servicer's obligation to cure an
omission or defect or to repurchase a Mortgage Loan as referred to in Section
2.02 hereof.
Section 3.06. Assumption or Termination of Subservicing
Agreements by Trustee.
(a) In the event the Master Servicer shall for any reason no longer be the
master servicer (including by reason of an Event of Default), the Trustee, its
designee or its successor shall thereupon assume all of the rights and
obligations of the Master Servicer under each Subservicing Agreement that may
have been entered into. The Trustee, its designee or the successor servicer for
the Trustee shall be deemed to have assumed all of the Master Servicer's
interest therein and to have replaced the Master Servicer as a party to the
Subservicing Agreement to the same extent as if the Subservicing Agreement had
been assigned to the assuming party except that the Master Servicer shall not
thereby be relieved of any liability or obligations under the Subservicing
Agreement.
(b) The Master Servicer shall, upon request of the Trustee but at the
expense of the Master Servicer, deliver to the assuming party all documents and
records relating to each Subservicing Agreement and the Mortgage Loans then
being serviced and an accounting of amounts collected and held by it and
otherwise use its best efforts to effect the orderly and efficient transfer of
each Subservicing Agreement to the assuming party.
Section 3.07. Collection of Certain Mortgage Loan Payments;
Deposits to Custodial Account.
(a) The Master Servicer shall make reasonable efforts to collect all
payments called for under the terms and provisions of the Mortgage Loans, and
shall, to the extent such procedures shall be consistent with this Agreement and
the terms and provisions of any related Primary Insurance Policy, follow such
collection procedures as it would employ in its good faith business judgment and
which are normal and usual in its general mortgage servicing activities.
Consistent with the foregoing, the Master Servicer may in its discretion (i)
waive any late payment charge or any prepayment charge or penalty interest in
connection with the prepayment of a Mortgage Loan and (ii) extend the Due Date
for payments due on a Mortgage Loan in accordance with the Program Guide;
provided, however, that the Master Servicer shall first determine that any such
waiver or extension will not impair the coverage of any related Primary
Insurance Policy or materially adversely affect the lien of the related
Mortgage. In the event of any such arrangement, the Master Servicer shall make
timely advances on the related Mortgage Loan during the scheduled period in
accordance with the amortization schedule of such
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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 Sub-Servicer 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 Sub-Servicers 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 Sub-Servicer 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 Sub-Servicer 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 Sub-Servicer);
(iv) All proceeds of any Mortgage Loans purchased pursuant to
Section 2.02, 2.03,
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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
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immediately as realized without any right of reimbursement.
(d) The Master Servicer shall give notice to the Trustee and the Company of
any change in the location of the Custodial Account and the location of the
Certificate Account prior to the use thereof.
Section 3.08. Subservicing Accounts; Servicing Accounts.
(a) In those cases where a Sub-Servicer is servicing a Mortgage Loan
pursuant to a Subservicing Agreement, the Master Servicer shall cause the
Sub-Servicer, 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 Sub-Servicer will be required thereby to deposit into the
Subservicing Account on a daily basis all proceeds of Mortgage Loans received by
the Sub-Servicer, 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 Sub-Servicer.
The Sub-Servicer 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
Sub-Servicer, 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 Sub-Servicer that
are required to be remitted to the Master Servicer. The Sub-Servicer 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 Sub-Servicer. This obligation to advance
with respect to each Mortgage Loan will continue up to and including the first
of the month following the date on which the related Mortgaged Property is sold
at a foreclosure sale or is acquired by the Trust Fund by deed in lieu of
foreclosure or otherwise. All such advances received by the Master Servicer
shall be deposited promptly by it in the Custodial Account.
(b) The Sub-Servicer 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 Sub-Servicer in respect of a
Mortgage Loan from the related Mortgagor during any month that is to be applied
by the Sub-Servicer 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
Sub-Servicer pursuant to the preceding sentence shall be for the benefit of the
Master Servicer as additional servicing compensation and shall be subject to its
withdrawal or order from time to time pursuant to Sections 3.10(a)(iv) and (v).
(c) In addition to the Custodial Account and the Certificate Account, the
Master Servicer shall for any Nonsubserviced Mortgage Loan, and shall cause the
Sub-Servicers for Subserviced Mortgage
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Loans to, establish and maintain one or more Servicing Accounts and deposit and
retain therein all collections from the Mortgagors (or advances from
Sub-Servicers) 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
Sub-Servicer 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 Sub-Servicers 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 Sub-Servicers 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 Sub-Servicers to
provide, to the Trustee, the Office of Thrift Supervision or the FDIC and the
supervisory agents and examiners thereof access to the documentation regarding
the Mortgage Loans required by applicable regulations of the Office of Thrift
Supervision, such access being afforded without charge but only upon reasonable
request and during normal business hours at the offices designated by the Master
Servicer. The Master Servicer shall permit such representatives to photocopy any
such documentation and shall provide equipment for that purpose at a charge
reasonably approximating the cost of such photocopying to the Master Servicer.
Section 3.10. Permitted Withdrawals from the Custodial Account.
(a) The Master Servicer may, from time to time as provided herein, make
withdrawals from the Custodial Account of amounts on deposit therein pursuant to
Section 3.07 that are attributable to the Mortgage Loans for the following
purposes:
(i) to make deposits into the Certificate Account in the amounts and
in the manner
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provided for in Section 4.01;
(ii) to reimburse itself or the related Sub-Servicer 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 Sub-Servicer
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 Sub-Servicer (if not
previously retained by such Sub-Servicer) 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 Sub-Servicers
as interest in respect of Curtailments pursuant to Section
3.08(b);
(vi) to pay to itself, a Sub-Servicer, 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 Sub-Servicer for any
Nonrecoverable Advance or Advances in the manner and to the
extent provided in subsection (c) below,
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any Advance made in connection with a modification of a
Mortgage Loan that is in default or, in the judgment of the
Master Servicer, default is reasonably foreseeable pursuant to
Section 3.07(a), to the extent the amount of the Advance has
been added to the outstanding principal balance of the
Mortgage Loan, or any Advance reimbursable to the Master
Servicer pursuant to Section 4.02(a)(iii);
(viii)to reimburse itself or the Company for expenses incurred by
and reimbursable to it or the Company pursuant to Sections
3.13, 3.14(c), 6.03, 10.01 or otherwise, or in connection with
enforcing any repurchase, substitution or indemnification
obligation of any Seller (other than an Affiliate of the
Company) pursuant to the related Seller's Agreement;
(ix) to reimburse itself for amounts expended by it (a) pursuant to
Section 3.14 in good faith in connection with the restoration
of property damaged by an Uninsured Cause, and (b) in
connection with the liquidation of a Mortgage Loan or
disposition of an REO Property to the extent not otherwise
reimbursed pursuant to clause (ii) or (viii) above; and
(x) to withdraw any amount deposited in the Custodial Account that
was not required to be deposited therein pursuant to Section
3.07.
(b) Since, in connection with withdrawals pursuant to clauses (ii), (iii),
(v) and (vi), the Master Servicer's entitlement thereto is limited to
collections or other recoveries on the related Mortgage Loan, the Master
Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
Mortgage Loan basis, for the purpose of justifying any withdrawal from the
Custodial Account pursuant to such clauses.
(c) The Master Servicer shall be entitled to reimburse itself or the
related Sub-Servicer 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 Sub-Servicer).
Section 3.11. Maintenance of the Primary Insurance Policies;
Collections Thereunder.
(a) The Master Servicer shall not take, or permit any Sub-Servicer 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 Sub-Servicer, 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
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Mortgaged Property is reduced to 80% or less of the Appraised Value in the case
of such a Mortgage Loan having a Loan-to-Value Ratio at origination in excess of
80%, provided that such Primary Insurance Policy was in place as of the Cut-off
Date and the Company had knowledge of such Primary Insurance Policy. The Master
Servicer shall be entitled to cancel or permit the discontinuation of any
Primary Insurance Policy as to any Mortgage Loan, if the Stated Principal
Balance of the Mortgage Loan is reduced below an amount equal to 80% of the
appraised value of the related Mortgaged Property as determined in any appraisal
thereof after the Closing Date, or if the Loan-to-Value Ratio is reduced below
80% as a result of principal payments on the Mortgage Loan after the Closing
Date. In the event that the Company gains knowledge that as of the Closing Date,
a Mortgage Loan had a Loan-to-Value Ratio at origination in excess of 80% and is
not the subject of a Primary Insurance Policy (and was not included in any
exception to the representation in Section 2.03(b)(iv)) and that such Mortgage
Loan has a current Loan-to-Value Ratio in excess of 80% then the Master Servicer
shall use its reasonable efforts to obtain and maintain a Primary Insurance
Policy to the extent that such a policy is obtainable at a reasonable price. The
Master Servicer shall not cancel or refuse to renew any such Primary Insurance
Policy applicable to a Nonsubserviced Mortgage Loan, or consent to any
Sub-Servicer 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
Sub-Servicer to present, on behalf of the Master Servicer, the Sub-Servicer, 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 Sub-Servicer 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
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of foreclosure, of any Mortgage Loan (other than a Cooperative Loan), fire
insurance with extended coverage in an amount which is at least equal to the
amount necessary to avoid the application of any co-insurance clause contained
in the related hazard insurance policy. Pursuant to Section 3.07, any amounts
collected by the Master Servicer under any such policies (other than amounts to
be applied to the restoration or repair of the related Mortgaged Property or
property thus acquired or amounts released to the Mortgagor in accordance with
the Master Servicer's normal servicing procedures) shall be deposited in the
Custodial Account, subject to withdrawal pursuant to Section 3.10. Any cost
incurred by the Master Servicer in maintaining any such insurance shall not, for
the purpose of calculating monthly distributions to the Certificateholders, be
added to the amount owing under the Mortgage Loan, notwithstanding that the
terms of the Mortgage Loan so permit. Such costs shall be recoverable by the
Master Servicer out of related late payments by the Mortgagor or out of
Insurance Proceeds and Liquidation Proceeds to the extent permitted by Section
3.10. It is understood and agreed that no earthquake or other additional
insurance is to be required of any Mortgagor or maintained on property acquired
in respect of a Mortgage Loan other than pursuant to such applicable laws and
regulations as shall at any time be in force and as shall require such
additional insurance. Whenever the improvements securing a Mortgage Loan (other
than a Cooperative Loan) are located at the time of origination of such Mortgage
Loan in a federally designated special flood hazard area, the Master Servicer
shall cause flood insurance (to the extent available) to be maintained in
respect thereof. Such flood insurance shall be in an amount equal to the lesser
of (i) the amount required to compensate for any loss or damage to the Mortgaged
Property on a replacement cost basis and (ii) the maximum amount of such
insurance available for the related Mortgaged Property under the national flood
insurance program (assuming that the area in which such Mortgaged Property is
located is participating in such program).
In the event that the Master Servicer shall obtain and maintain a blanket
fire insurance policy with extended coverage insuring against hazard losses on
all of the Mortgage Loans, it shall conclusively be deemed to have satisfied its
obligations as set forth in the first sentence of this Section 3.12(a), it being
understood and agreed that such policy may contain a deductible clause, in which
case the Master Servicer shall, in the event that there shall not have been
maintained on the related Mortgaged Property a policy complying with the first
sentence of this Section 3.12(a) and there shall have been a loss which would
have been covered by such policy, deposit in the Certificate Account the amount
not otherwise payable under the blanket policy because of such deductible
clause. Any such deposit by the Master Servicer shall be made on the Certificate
Account Deposit Date next preceding the Distribution Date which occurs in the
month following the month in which payments under any such policy would have
been deposited in the Custodial Account. In connection with its activities as
administrator and servicer of the Mortgage Loans, the Master Servicer agrees to
present, on behalf of itself, the Trustee and the Certificateholders, claims
under any such blanket policy.
(b) The Master Servicer shall obtain and maintain at its own expense and
keep in full force and effect throughout the term of this Agreement a blanket
fidelity bond and an errors and omissions insurance policy covering the Master
Servicer's officers and employees and other persons acting on behalf of the
Master Servicer in connection with its activities under this Agreement. The
amount of coverage shall be at least equal to the coverage that would be
required by FNMA or FHLMC, whichever is greater, with respect to the Master
Servicer if the Master Servicer were servicing and
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administering the Mortgage Loans for FNMA or FHLMC. In the event that any such
bond or policy ceases to be in effect, the Master Servicer shall obtain a
comparable replacement bond or policy from an issuer or insurer, as the case may
be, meeting the requirements, if any, of the Program Guide and acceptable to the
Company. Coverage of the Master Servicer under a policy or bond obtained by an
Affiliate of the Master Servicer and providing the coverage required by this
Section 3.12(b) shall satisfy the requirements of this Section 3.12(b).
Section 3.13. Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.
(a) When any Mortgaged Property is conveyed by the Mortgagor, the Master
Servicer or Sub-Servicer, 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 Agreement
or cause the unpaid
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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 Sub-Servicer'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 Sub-Servicer for entering into an
assumption or substitution of liability agreement will be retained by the Master
Servicer or such Sub-Servicer as additional servicing compensation.
(c) The Master Servicer or the related Sub-Servicer, 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 Sub-Servicer for processing such a request will be retained by the
Master Servicer or such Sub-Servicer as additional servicing compensation.
(d) Subject to any other applicable terms and conditions of this Agreement,
the Trustee and Master Servicer shall be entitled to approve an assignment in
lieu of satisfaction with respect to any Mortgage Loan, provided the obligee
with respect to such Mortgage Loan following such proposed assignment provides
the Trustee and Master Servicer with a "Lender Certification for Assignment of
Mortgage Loan" in the form attached hereto as Exhibit O, in form and substance
satisfactory to the Trustee and Master Servicer, providing the following: (i)
that the Mortgage Loan is secured by Mortgaged Property located in a
jurisdiction in which an assignment in lieu of satisfaction is required to
preserve lien priority, minimize or avoid mortgage recording taxes or otherwise
comply with, or facilitate a refinancing under, the laws of such jurisdiction;
(ii) that the substance of the assignment is, and is intended to be, a
refinancing of such Mortgage Loan and that the form of the transaction is solely
to comply with, or facilitate the transaction under, such local laws; (iii) that
the Mortgage Loan
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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 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)
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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.
(c) In the event that the Trust Fund acquires any REO Property as aforesaid
or otherwise in connection with a default or imminent default on a Mortgage
Loan, the Master Servicer on behalf of the Trust Fund shall dispose of such REO
Property within three full years after the taxable year of its acquisition by
the Trust Fund for purposes of Section 860G(a)(8) of the Code (or such shorter
period
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as may be necessary under applicable state (including any state in which such
property is located) law to maintain the status of the Trust Fund as a REMIC
under applicable state law and avoid taxes resulting from such property failing
to be foreclosure property under applicable state law) or, at the expense of the
Trust Fund, request, more than 60 days before the day on which such grace period
would otherwise expire, an extension of such grace period unless the Master
Servicer (subject to Section 10.01(f)) obtains for the Trustee an Opinion of
Counsel, addressed to the Trustee and the Master Servicer, to the effect that
the holding by the Trust Fund of such REO Property subsequent to such period
will not result in the imposition of taxes on "prohibited transactions" as
defined in Section 860F of the Code or cause the Trust Fund to fail to qualify
as a REMIC (for federal (or any applicable State or local) income tax purposes)
at any time that any Certificates are outstanding, in which case the Trust Fund
may continue to hold such REO Property (subject to any conditions contained in
such Opinion of Counsel). The Master Servicer shall be entitled to be reimbursed
from the Custodial Account for any costs incurred in obtaining such Opinion of
Counsel, as provided in Section 3.10. Notwithstanding any other provision of
this Agreement, no REO Property acquired by the Trust Fund shall be rented (or
allowed to continue to be rented) or otherwise used by or on behalf of the Trust
Fund in such a manner or pursuant to any terms that would (i) cause such REO
Property to fail to qualify as "foreclosure property" within the meaning of
Section 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 Sub-Servicer 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 Sub-Servicer shall have no
claims for any deficiencies with respect to such fees which result from the
foregoing allocation); and fifth, to Foreclosure Profits.
(e) In the event of a default on a Mortgage Loan one or more of whose
obligors is not a United States Person, in connection with any foreclosure or
acquisition of a deed in lieu of foreclosure (together, "foreclosure") in
respect of such Mortgage Loan, the Master Servicer will cause compliance with
the provisions of Treasury Regulation Section 1.1445-2(d)(3) (or any successor
thereto) necessary to assure that no withholding tax obligation arises with
respect to the proceeds of such foreclosure except to the extent, if any, that
proceeds of such foreclosure are required to be remitted to the obligors on such
Mortgage Loan.
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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 Sub-Servicer 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 Sub-Servicer to the
Trustee a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Trustee shall deliver the Request for Release with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account.
(c) The Trustee or the Master Servicer on the Trustee's behalf shall
execute and deliver to the Master Servicer, if necessary, any court pleadings,
requests for trustee's sale or other documents necessary to the foreclosure or
trustee's sale in respect of a Mortgaged Property or to any legal action brought
to obtain judgment against any Mortgagor on the Mortgage Note or Mortgage or to
obtain a
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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 Sub-Servicer, 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 Sub-Servicer to the extent provided herein, subject
to clause (e) below.
(c) The Master Servicer shall be required to pay, or cause to be paid, all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of premiums for the Primary Insurance Policies, if any, to
the extent such premiums are not required to be paid by the related Mortgagors,
and the fees and expenses of the Trustee and any Custodian) and shall not be
entitled to reimbursement therefor except as specifically provided in Sections
3.10 and 3.14.
(d) The Master Servicer's right to receive servicing compensation may not
be transferred in whole or in part except in connection with the transfer of all
of its responsibilities and obligations of the Master Servicer under this
Agreement.
(e) Notwithstanding any other provision herein, the amount of servicing
compensation that the Master Servicer shall be entitled to receive for its
activities hereunder for the period ending on each Distribution Date shall be
reduced (but not below zero) by an amount equal to Compensating Interest (if
any) for such Distribution Date. Such reduction shall be applied during such
period as follows: first, to any Servicing Fee or Subservicing Fee to which the
Master Servicer is entitled pursuant to Section
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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 Sub-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 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.
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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 Sub-Servicers, 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 Sub-Servicers.
Section 3.20. Rights of the Company in Respect of the Master
Servicer.
The Master Servicer shall afford the Company, upon reasonable notice,
during normal business hours access to all records maintained by the Master
Servicer in respect of its rights and obligations hereunder and access to
officers of the Master Servicer responsible for such obligations. Upon request,
the Master Servicer shall furnish the Company with its most recent financial
statements and such other information as the Master Servicer possesses regarding
its business, affairs, property and condition, financial or otherwise. The
Master Servicer shall also cooperate with all reasonable requests for
information including, but not limited to, notices, tapes and copies of files,
regarding itself, the Mortgage Loans or the Certificates from any Person or
Persons identified by the Company or Residential Funding. The Company may, but
is not obligated to, enforce the obligations of the Master Servicer hereunder
and may, but is not obligated to, perform, or cause a designee to perform, any
defaulted obligation of the Master Servicer hereunder or exercise the rights of
the Master Servicer hereunder; provided that the Master Servicer shall not be
relieved of any of its obligations hereunder by virtue of such performance by
the Company or its designee. The Company shall not have any responsibility or
liability for any action or failure to act by the Master Servicer and is not
obligated to supervise the performance of the Master Servicer under this
Agreement or otherwise.
Section 3.21. Administration of Buydown Funds.
(a) With respect to any Buydown Mortgage Loan, the Sub-Servicer 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 Sub-Servicer
will withdraw from the Buydown Account the predetermined amount that, when added
to the
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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 Sub-Servicer.
(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 Sub-Servicer 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 Sub-Servicer 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
Class of Certificates (other than any
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Subclass of the Class A-V Certificates), shall be based on the aggregate of the
Percentage Interests represented by Certificates of the applicable Class held by
such Holder or (B) with respect to any Subclass of the Class A-V Certificates,
shall be equal to the amount (if any) distributed pursuant to Section 4.02(a)(i)
below to each Holder of a Subclass thereof) of the following amounts, in the
following order of priority (subject to the provisions of Section 4.02(b)), in
each case to the extent of the Available Distribution Amount:
(i) to the Senior Certificateholders, on a pro rata basis based on
Accrued Certificate Interest payable on such Certificates with respect to
such Distribution Date, Accrued Certificate Interest on such Classes of
Certificates (or Subclasses, if any, with respect to the Class A-V
Certificates) for such Distribution Date, plus any Accrued Certificate
Interest thereon remaining unpaid from any previous Distribution Date
except as provided in the last paragraph of this Section 4.02(a); and
(ii) to the Senior Certificateholders, in the priorities and amounts
set forth in Section 4.02(b)(ii) and Section 4.02(c), the sum of the
following (applied to reduce the Certificate Principal Balances of such
Senior Certificates, as applicable):
(A) the Senior Percentage for such Distribution Date times the sum of the
following:
(1) the principal portion of each Monthly Payment due during
the related Due Period on each Outstanding Mortgage Loan (other than
the related Discount Fraction of the principal portion of such
payment with respect to a Discount Mortgage Loan), whether or not
received on or prior to the related Determination Date, minus the
principal portion of any Debt Service Reduction (other than the
related Discount Fraction of the principal portion of such Debt
Service Reductions with respect to each Discount Mortgage Loan)
which together with other Bankruptcy Losses exceeds the Bankruptcy
Amount;
(2) the Stated Principal Balance of any Mortgage Loan
repurchased during the related Prepayment Period (or deemed to have
been so repurchased in accordance with Section 3.07(b)) pursuant to
Section 2.02, 2.03, 2.04 or 4.07 and the amount of any shortfall
deposited in the Custodial Account in connection with the
substitution of a Deleted Mortgage Loan pursuant to Section 2.03 or
2.04 during the related Prepayment Period (other than the related
Discount Fraction of such Stated Principal Balance or shortfall with
respect to each Discount Mortgage Loan); and
(3) the principal portion of all other unscheduled collections
(other than Principal Prepayments in Full and Curtailments and
amounts received in connection with a Cash Liquidation or REO
Disposition of a Mortgage Loan described in Section 4.02(a)(ii)(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
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3.14 (other than the related Discount Fraction of the principal
portion of such unscheduled collections, with respect to each
Discount Mortgage Loans);
(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), clauses (A), (B) and (C) of
this Section 4.02(a), as determined for any previous Distribution Date,
which remain unpaid after application of amounts previously distributed
pursuant to this clause (E) to the extent that such amounts are not
attributable to Realized Losses which have been allocated to the Class M
Certificates or Class B Certificates;
(iii) if the Certificate Principal Balances of the Class M
Certificates and Class B Certificates have not been reduced to zero, to
the Master Servicer or a Subservicer, by remitting for deposit to the
Custodial Account, to the extent of and in reimbursement for any Advances
or Subservicer Advances previously made with respect to any Mortgage Loan
or REO Property which remain unreimbursed in whole or in part following
the Cash Liquidation or REO Disposition of such Mortgage Loan or REO
Property, minus any such Advances that were made with respect to
delinquencies that ultimately constituted Excess Special Hazard Losses,
Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses;
(iv) to the Holders of the Class M-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(v) to the Holders of the Class M-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution
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Date, minus (y) the amount of any Class A-P Collection Shortfalls for such
Distribution Date or remaining unpaid for all previous Distribution Dates,
to the extent the amounts available pursuant to clause (x) of Sections
4.02(a)(vii), (ix), (xi), (xiii), (xiv) and (xv) are insufficient
therefor, applied in reduction of the Certificate Principal Balance of the
Class M-1 Certificates;
(vi) to the Holders of the Class M-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(vii) to the Holders of the Class M-2 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date, minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(ix), (xi), (xiii), (xiv) and
(xv) are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class M-2 Certificates;
(viii) to the Holders of the Class M-3 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(ix) to the Holders of the Class M-3 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xi), (xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class M-3 Certificates;
(x) to the Holders of the Class B-1 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xi) to the Holders of the Class B-1 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates, to the extent the amounts available
pursuant to clause (x) of Sections 4.02(a)(xiii), (xiv) and (xv) are
insufficient therefor, applied in reduction of the Certificate Principal
Balance of the Class B-1 Certificates;
(xii) to the Holders of the Class B-2 Certificates, the Accrued
Certificate Interest thereon for such Distribution Date, plus any Accrued
Certificate Interest thereon remaining unpaid from any previous
Distribution Date, except as provided below;
(xiii) to the Holders of the Class B-2 Certificates, an amount equal
to (x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date
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or remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Sections 4.02(a)(xiv) and (xv)
are insufficient therefor, applied in reduction of the Certificate
Principal Balance of the Class B-2 Certificates;
(xiv) to the Holders of the Class B-3 Certificates, an amount equal
to (x) the Accrued Certificate Interest thereon for such Distribution
Date, plus any Accrued Certificate Interest thereon remaining unpaid from
any previous Distribution Date, except as provided below, minus (y) the
amount of any Class A-P Collection Shortfalls for such Distribution Date
or remaining unpaid for all previous Distribution Dates, to the extent the
amounts available pursuant to clause (x) of Section 4.02(a) (xv) are
insufficient therefor;
(xv) to the Holders of the Class B-3 Certificates, an amount equal to
(x) the Subordinate Principal Distribution Amount for such Class of
Certificates for such Distribution Date minus (y) the amount of any Class
A-P Collection Shortfalls for such Distribution Date or remaining unpaid
for all previous Distribution Dates applied in reduction of the
Certificate Principal Balance of the Class B-3 Certificates;
(xvi) to the Senior 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 Senior Certificates, but in no
event more than the aggregate of the outstanding Certificate Principal
Balances of each such Class of Senior Certificates, and thereafter, to
each Class of Class M Certificates then outstanding beginning with such
Class with the lowest numerical designation, any portion of the Available
Distribution Amount remaining after the Senior 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 Senior 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
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Mortgage Loan has not yet been the subject of a Cash Liquidation or REO
Disposition.
(b) Distributions of principal on the Senior Certificates on each
Distribution Date occurring prior to the occurrence of the Credit Support
Depletion Date will be made as follows:
(i) first, to the Class A-P Certificates, until the Certificate
Principal Balance thereof is reduced to zero, an amount (the "Class A-P
Principal Distribution Amount") equal to the aggregate of:
(A) the related Discount Fraction of the principal portion of
each Monthly Payment on each Discount Mortgage Loan due during
the related Due Period, whether or not received on or prior to
the related Determination Date, minus the Discount Fraction of
the principal portion of any related Debt Service Reduction
which together with other Bankruptcy Losses exceeds the
Bankruptcy Amount;
(B) the related Discount Fraction of the principal portion of
all unscheduled collections on each Discount Mortgage Loan
received during the preceding calendar month (other than
amounts received in connection with a Cash Liquidation or REO
Disposition of a Discount Mortgage Loan described in clause
(C) below), including Principal Prepayments in Full,
Curtailments and repurchases (including deemed repurchases
under Section 3.07(b)) of Discount Mortgage Loans (or, in the
case of a substitution of a Deleted Mortgage Loan, the
Discount Fraction of the amount of any shortfall deposited in
the Custodial Account in connection with such substitution);
(C) in connection with the Cash Liquidation or REO Disposition
of a Discount Mortgage Loan that did not result in any Excess
Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy
Losses or Extraordinary Losses, an amount equal to the lesser
of (1) the applicable Discount Fraction of the Stated
Principal Balance of such Discount Mortgage Loan immediately
prior to such Distribution Date and (2) the aggregate amount
of the collections on such Mortgage Loan to the extent applied
as recoveries of principal;
(D) any amounts allocable to principal for any previous
Distribution Date (calculated pursuant to clauses (A) through
(C) above) that remain undistributed; and
(E) the amount of any Class A-P Collection Shortfalls for such
Distribution Date and the amount of any Class A-P Collection
Shortfalls remaining unpaid for all previous Distribution
Dates, but only to the extent of the Eligible Funds for such
Distribution Date; and
(ii) second, the Senior Principal Distribution Amount shall be
distributed concurrently (A) to the Class R Certificates and Class CB
Certificates sequentially, in that order, and (B) to the Class NB
Certificates, in each case in accordance with the percentage of
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the amounts described in Sections 4.02(a)(ii)(A), (B) and (C) derived from
the related Loan Group, in each case until the Certificate Principal
Balance of either such class has been reduced to zero and thereafter shall
be distributed to the remaining class of Senior Certificates until the
Certificate Principal Balance thereof has been reduced to zero.
(c) On or after the occurrence of the Credit Support Depletion Date, all
priorities relating to distributions as described in Section 4.02(b) above in
respect of principal among the various classes of Senior Certificates (other
than the Class A-P Certificates) will be disregarded, and (i) an amount equal to
the Discount Fraction of the principal portion of scheduled payments and
unscheduled collections received or advanced in respect of the Discount Mortgage
Loans will be distributed to the Class A-P Certificates, (ii) the Senior
Principal Distribution Amount will be distributed to the remaining Senior
Certificates pro rata in accordance with their respective outstanding
Certificate Principal Balances, and (iii) the amount set forth in Section
4.02(a)(i) will be distributed as set forth therein.
(d) After the reduction of the Certificate Principal Balances of the Senior
Certificates (other than the Class A-P Certificates) to zero but prior to the
occurrence of the Credit Support Depletion Date, the Senior Certificates (other
than the Class A-P Certificates) will be entitled to no further distributions of
principal thereon and the Available Distribution Amount will be paid solely to
the holders of the Class A-P, Class A-V, Class M and Class B Certificates, in
each case as described herein.
(e) In addition to the foregoing distributions, with respect to any
Mortgage Loan that was previously the subject of a Cash Liquidation or an REO
Disposition that resulted in a Realized Loss, in the event that within two years
of the date on which such Realized Loss was determined to have occurred the
Master Servicer receives amounts, which the Master Servicer reasonably believes
to represent subsequent recoveries (net of any related liquidation expenses), or
determines that it holds surplus amounts previously reserved to cover estimated
expenses, specifically related to such Mortgage Loan (including, but not limited
to, recoveries in respect of the representations and warranties made by the
related Seller pursuant to the applicable Seller's Agreement), the Master
Servicer shall distribute such amounts to the applicable Certificateholders of
the Class or Classes to which such Realized Loss was allocated (with the amounts
to be distributed allocated among such Classes in the same proportions as such
Realized Loss was allocated), and within each such Class to the
Certificateholders of record as of the Record Date immediately preceding the
date of such distribution (or if such Class of Certificates is no longer
outstanding, to the Certificateholders of record at the time that such Realized
Loss was allocated); provided that no such distribution to any Class of
Certificates of subsequent recoveries related to a 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
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protected against the related Realized Loss pursuant to any limited guaranty,
payment obligation, irrevocable letter of credit, surety bond, insurance policy
or similar instrument or a reserve fund, or a combination thereof. Any amount to
be so distributed with respect to the Certificates of any Class shall be
distributed by the Master Servicer to the Certificateholders of record as of the
Record Date immediately preceding the date of such distribution (i) with respect
to the Certificates of any Class (other than the Class A-V Certificates), on a
pro rata basis based on the Percentage Interest represented by each Certificate
of such Class as of such Record Date and (ii) with respect to the Class A-V
Certificates, to the Class A-V Certificates or any Subclass thereof in the same
proportion as the related Realized Loss was allocated. Any amounts to be so
distributed shall not be remitted to or distributed from the Trust Fund, and
shall constitute subsequent recoveries with respect to Mortgage Loans that are
no longer assets of the Trust Fund.
(f) Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the Certificate Owners that it represents and to each indirect participating
brokerage firm (a "brokerage firm" or "indirect participating firm") for which
it acts as agent. Each brokerage firm shall be responsible for disbursing funds
to the Certificate Owners that it represents. None of the Trustee, the
Certificate Registrar, the Company or the Master Servicer shall have any
responsibility therefor except as otherwise provided by this Agreement or
applicable law.
(g) Except as otherwise provided in Section 9.01, if the Master Servicer
anticipates that a final distribution with respect to any Class of Certificates
will be made on the next Distribution Date, the Master Servicer shall, no later
than the Determination Date in the month of such final distribution, notify the
Trustee and the Trustee shall, no later than two (2) Business Days after such
Determination Date, mail on such date to each Holder of such Class of
Certificates a notice to the effect that: (i) the Trustee anticipates that the
final distribution with respect to such Class of Certificates will be made on
such Distribution Date but only upon presentation and surrender of such
Certificates at the office of the Trustee or as otherwise specified therein, and
(ii) no interest shall accrue on such Certificates from and after the end of the
prior calendar month. In the event that Certificateholders required to surrender
their Certificates pursuant to Section 9.01(c) do not surrender their
Certificates for final cancellation, the Trustee shall cause funds distributable
with respect to such Certificates to be withdrawn from the Certificate Account
and credited to a separate escrow account for the benefit of such
Certificateholders as provided in Section 9.01(d).
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 the Senior Percentage, 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
Sub-Servicers, 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-V
Certificates and each Subclass, if any, thereof;
(xiii) the Class A-V Notional Amount and each Subclass Notional
Amount;
(xiv) the occurrence of the Credit Support Depletion Date;
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(xv) the Senior Accelerated Distribution Percentage applicable to
such distribution;
(xvi) the Senior Percentage for such Distribution Date;
(xvii) the aggregate amount of Realized Losses for such Distribution
Date;
(xviii) the aggregate amount of any recoveries on previously
foreclosed loans from Sellers due to a breach of
representation or warranty;
(xix) the weighted average remaining term to maturity of the
Mortgage Loans after giving effect to the amounts distributed
on such Distribution Date; and
(xx) the weighted average Mortgage Rates of the Mortgage Loans
after giving effect to the amounts distributed on such
Distribution Date.
In the case of information furnished pursuant to clauses (i) and (ii) above, the
amounts shall be expressed as a dollar amount per Certificate with a $1,000
denomination. In addition to the statement provided to the Trustee as set forth
in this Section 4.03(a), the Master Servicer shall provide to any manager of a
trust fund consisting of some or all of the Certificates, upon reasonable
request, such additional information as is reasonably obtainable by the Master
Servicer at no additional expense to the Master Servicer.
(b) Within a reasonable period of time after the end of each calendar year,
the Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each Person who at any time during the calendar
year was the Holder of a Certificate, other than a Class R Certificate, a
statement containing the information set forth in clauses (i) and (ii) of
subsection (a) above aggregated for such calendar year or applicable portion
thereof during which such Person was a Certificateholder. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(c) Within a reasonable period of time after the end of each calendar year,
the Master Servicer shall prepare, or cause to be prepared, and shall forward,
or cause to be forwarded, to each Person who at any time during the calendar
year was the Holder of a Class R Certificate, a statement containing the
applicable distribution information provided pursuant to this Section 4.03
aggregated for such calendar year or applicable portion thereof during which
such Person was the Holder of a Class R Certificate. Such obligation of the
Master Servicer shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Master Servicer
pursuant to any requirements of the Code.
(d) Upon the written request of any Certificateholder, the Master Servicer,
as soon as reasonably practicable, shall provide the requesting
Certificateholder with such information as is necessary and appropriate, in the
Master Servicer's sole discretion, for purposes of satisfying applicable
reporting requirements under Rule 144A.
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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 Sub-Servicers,
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 Sub-Servicer as
described in Section 3.07(b) that has been deposited in the Custodial Account on
or before such Distribution Date as part of the Advance made by the Master
Servicer pursuant to this Section 4.04. The amount of any reimbursement pursuant
to Section 4.02(a)(iii) in respect of outstanding Advances on any Distribution
Date shall be allocated to specific Monthly Payments due but delinquent for
previous Due Periods, which allocation shall be made, to the extent practicable,
to Monthly Payments which have been delinquent for the longest period of time.
Such allocations shall be conclusive for purposes of reimbursement to the Master
Servicer from recoveries on related Mortgage Loans pursuant to Section 3.10.
The determination by the Master Servicer that it has made a Nonrecoverable
Advance or that any proposed Advance, if made, would constitute a Nonrecoverable
Advance, shall be evidenced by a certificate of a Servicing Officer delivered to
the Seller and the Trustee.
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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-P 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 Senior Certificates (other than the Class A-P
Certificates) on a pro rata basis, as described below. The principal portion of
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-P Certificates in an amount equal to the Discount Fraction thereof in the case
of a Discount Mortgage Loan and the remainder of such losses will be allocated
among the Senior (other than the Class A-P), Class M and Class B Certificates,
on a pro rata basis, as described below.
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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-V Certificates
have been issued pursuant to Section 5.01(c), all Realized Losses and other
losses allocated to the Class A-V Certificates shall be allocated among such
Subclasses in proportion to the respective amounts of Accrued Certificate
Interest payable on such Distribution Date that would have resulted absent such
reductions.
Section 4.06. Reports of Foreclosures and Abandonment of
Mortgaged Property.
The Master Servicer or the Sub-Servicers shall file information returns
with respect to the receipt of mortgage interests received in a trade or
business, the reports of foreclosures and abandonments of any Mortgaged Property
and the information returns relating to cancellation of indebtedness income with
respect to any Mortgaged Property required by Sections 6050H, 6050J and 6050P,
respectively, of the Code, and deliver to the Trustee an Officers' Certificate
on or before March 31 of each year stating that such reports have been filed.
Such reports shall be in form and substance sufficient to meet the reporting
requirements imposed by Sections 6050H, 6050J and 6050P of the Code.
Section 4.07. Optional Purchase of Defaulted Mortgage Loans.
As to any Mortgage Loan which is delinquent in payment by 90 days or more,
the Master Servicer may, at its option, purchase such Mortgage Loan from the
Trustee at the Purchase Price therefor. If at any time the Master Servicer makes
a payment to the Certificate Account covering the amount of the Purchase Price
for such a Mortgage Loan, and the Master Servicer provides to the Trustee a
certification signed by a Servicing Officer stating that the amount of such
payment has been
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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 CB and Class NB, 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-V 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 CB Certificates and Class NB Certificates) and $1,000
(in the case of the Class A-P, Class M and Class B Certificates) in excess
thereof, except that one Certificate of each of the Class A-P, Class M-2, and
Class B-3 Certificates may be issued in a denomination equal to the denomination
set forth as follows for such Class or the sum of such denomination and an
integral multiple of $1,000:
Class A-P $25,454.22
Class M-2 $250,500.00
Class B-3 $250,221.05
The Class R Certificates and Class A-V Certificates shall be issuable in minimum
denominations of not less than a 20% Percentage Interest; provided, however,
that one Class R Certificate will be issuable to Residential Funding as "tax
matters person" pursuant to Section 10.01(c) and (e) in a minimum denomination
representing a Percentage Interest of not less than 0.01%. Each Subclass of
Class A-V Certificates shall be issuable as a single certificate as provided in
Section 5.01(c).
The Certificates shall be executed by manual or facsimile signature on
behalf of an authorized officer of the Trustee. Certificates bearing the manual
or facsimile signatures of individuals who were at any time the proper officers
of the Trustee shall bind the Trustee, notwithstanding that such individuals or
any of them have ceased to hold such offices prior to the authentication and
delivery of such Certificate or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate of authentication substantially in the form provided for herein
executed by the Certificate Registrar by manual signature, and such certificate
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.
(b) The Class CB Certificates and Class NB 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.
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The Class CB Certificateholders and Class NB Certificateholders shall hold their
respective Ownership Interests in and to each of the Class CB Certificates or
Class NB Certificates, as applicable, through the book-entry facilities of the
Depository and, except as provided below, shall not be entitled to Definitive
Certificates in respect of such Ownership Interests. All transfers by
Certificate Owners of their respective Ownership Interests in the Book-Entry
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Certificate Owner.
Each Depository Participant shall transfer the Ownership Interests only in the
Book-Entry Certificates of Certificate Owners it represents or of brokerage
firms for which it acts as agent in accordance with the Depository's normal
procedures.
The Trustee, the Master Servicer and the Company may for all purposes
(including the making of payments due on the respective Classes of Book-Entry
Certificates) deal with the Depository as the authorized representative of the
Certificate Owners with respect to the respective Classes of Book-Entry
Certificates for the purposes of exercising the rights of Certificateholders
hereunder. The rights of Certificate Owners with respect to the respective
Classes of Book-Entry Certificates shall be limited to those established by law
and agreements between such Certificate Owners and the Depository Participants
and brokerage firms representing such Certificate Owners. Multiple requests and
directions from, and votes of, the Depository as Holder of any Class of
Book-Entry Certificates with respect to any particular matter shall not be
deemed inconsistent if they are made with respect to different Certificate
Owners. The Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Certificateholders and shall give
notice to the Depository of such record date.
If (i)(A) the Company advises the Trustee in writing that the Depository
is no longer willing or able to properly discharge its responsibilities as
Depository and (B) the Company is unable to locate a qualified successor or (ii)
the Company at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Depository, the Trustee shall notify
all Certificate Owners, through the Depository, of the occurrence of any such
event and of the availability of Definitive Certificates to Certificate Owners
requesting the same. Upon surrender to the Trustee of the Book-Entry
Certificates by the Depository, accompanied by registration instructions from
the Depository for registration of transfer, the Trustee shall issue the
Definitive Certificates. Neither the Company, the Master Servicer nor the
Trustee shall be liable for any actions taken by the Depository or its nominee,
including, without limitation, any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Certificates all references herein
to obligations imposed upon or to be performed by the Company in connection with
the issuance of the Definitive Certificates pursuant to this Section 5.01 shall
be deemed to be imposed upon and performed by the Trustee, and the Trustee and
the Master Servicer shall recognize the Holders of the Definitive Certificates
as Certificateholders hereunder.
(c) From time to time Residential Funding, as the initial Holder of the
Class A-V Certificates, may exchange such Holder's Class A-V Certificates for
Subclasses of Class A-V Certificates to be issued under this Agreement by
delivering a "Request for Exchange" substantially in the form attached hereto as
Exhibit Q executed by an authorized officer, which Subclasses, in the aggregate,
will represent the Uncertificated REMIC Regular Interests corresponding to the
Class A-V Certificates so
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surrendered for exchange. Any Subclass so issued shall bear a numerical
designation commencing with Class A-V-1 and continuing sequentially thereafter,
and will evidence ownership of the Uncertificated REMIC Regular Interest or
Interests specified in writing by such initial Holder to the Trustee. The
Trustee may conclusively, without any independent verification, rely on, and
shall be protected in relying on, Residential Funding's determinations of the
Uncertificated REMIC Regular Interests corresponding to any Subclass, the
initial Subclass Notional Amount and the initial Pass-Through Rate on a Subclass
as set forth in such Request for Exchange and the Trustee shall have no duty to
determine if any Uncertificated REMIC Regular Interest designated on a Request
for Exchange corresponds to a Subclass which has previously been issued. Each
Subclass so issued shall be substantially in the form set forth in Exhibit A and
shall, on original issue, be executed and delivered by the Trustee to the
Certificate Registrar for authentication and delivery in accordance with Section
5.01(a). Every Certificate presented or surrendered for exchange by the initial
Holder shall (if so required by the Trustee or the Certificate Registrar) be
duly endorsed by, or be accompanied by a written instrument of transfer attached
to such Certificate and shall be completed to the satisfaction of the Trustee
and the Certificate Registrar duly executed by, the initial Holder thereof or
his attorney duly authorized in writing. The Certificates of any Subclass of
Class A-V Certificates may be transferred in whole, but not in part, in
accordance with the provisions of Section 5.02.
Section 5.02. Registration of Transfer and Exchange of Certificates.
(a) The Trustee shall cause to be kept at one of the offices or agencies to
be appointed by the Trustee in accordance with the provisions of Section 8.12 a
Certificate Register in which, subject to such reasonable regulations as it may
prescribe, the Trustee shall provide for the registration of Certificates and of
transfers and exchanges of Certificates as herein provided. The Trustee is
initially appointed Certificate Registrar for the purpose of registering
Certificates and transfers and exchanges of Certificates as herein provided. The
Certificate Registrar, or the Trustee, shall provide the Master Servicer with a
certified list of Certificateholders as of each Record Date prior to the related
Determination Date.
(b) Upon surrender for registration of transfer of any Certificate at any
office or agency of the Trustee maintained for such purpose pursuant to Section
8.12 and, in the case of any Class M, Class B or Class R Certificate, upon
satisfaction of the conditions set forth below, the Trustee shall execute and
the Certificate Registrar shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates of a like
Class (or Subclass) and aggregate Percentage Interest.
(c) At the option of the Certificateholders, Certificates may be exchanged
for other Certificates of authorized denominations of a like Class (or Subclass)
and aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at any such office or agency. Whenever any Certificates are so
surrendered for exchange the Trustee shall execute and the Certificate Registrar
shall authenticate and deliver the Certificates of such Class which the
Certificateholder making the exchange is entitled to receive. Every Certificate
presented or surrendered for 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
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by, the Holder thereof or his attorney duly authorized in writing.
(d) No transfer, sale, pledge or other disposition of a Class B Certificate
shall be made unless such transfer, sale, pledge or other disposition is exempt
from the registration requirements of the Securities Act of 1933, as amended,
and any applicable state securities laws or is made in accordance with said Act
and laws. In the event that a transfer of a Class B Certificate is to be made
either (i)(A) the Trustee shall require a written Opinion of Counsel acceptable
to and in form and substance satisfactory to the Trustee and the Company that
such transfer may be made pursuant to an exemption, describing the applicable
exemption and the basis therefor, from said Act and laws or is being made
pursuant to said Act and laws, which Opinion of Counsel shall not be an expense
of the Trustee, the Company or the Master Servicer and (B) the Trustee shall
require the transferee to execute a representation letter, substantially in the
form of Exhibit J-1 hereto, and the Trustee shall require the transferor to
execute a representation letter, substantially in the form of Exhibit K hereto,
each acceptable to and in form and substance satisfactory to the Company and the
Trustee certifying to the Company and the Trustee the facts surrounding such
transfer, which representation letters shall not be an expense of the Trustee,
the Company or the Master Servicer or (ii) the prospective transferee of such a
Certificate shall be required to provide the Trustee, the Company and the Master
Servicer with an investment letter substantially in the form of Exhibit L
attached hereto (or such other form as the Company in its sole discretion deems
acceptable), which investment letter shall not be an expense of the Trustee, the
Company or the Master Servicer, and which investment letter states that, among
other things, such transferee (A) is a "qualified institutional buyer" as
defined under Rule 144A, acting for its own account or the accounts of other
"qualified institutional buyers" as defined under Rule 144A, and (B) is aware
that the proposed transferor intends to rely on the exemption from registration
requirements under the Securities Act of 1933, as amended, provided by Rule
144A. The Holder of any such Certificate desiring to effect any such transfer,
sale, pledge or other disposition shall, and does hereby agree to, indemnify the
Trustee, the Company, the Master Servicer and the Certificate Registrar against
any liability that may result if the transfer, sale, pledge or other disposition
is not so exempt or is not made in accordance with such federal and state laws.
(e) In the case of any Class M, Class B or Class R Certificate presented
for registration in the name of any Person, either (i) the Trustee shall require
an Opinion of Counsel acceptable to and in form and substance satisfactory to
the Trustee, the Company and the Master Servicer to the effect that the purchase
or holding of such Class M, Class B or Class R Certificate is permissible under
applicable law, will not constitute or result in any non-exempt prohibited
transaction under Section 406 of the Employee Retirement Income Security Act of
1974, as amended ("ERISA"), or Section 4975 of the Code (or comparable
provisions of any subsequent enactments), and will not subject the Trustee, the
Company or the Master Servicer to any obligation or liability (including
obligations or liabilities under ERISA or Section 4975 of the Code) in addition
to those undertaken in this Agreement, which Opinion of Counsel shall not be an
expense of the Trustee, the Company or the Master Servicer or (ii) the
prospective transferee shall be required to provide the Trustee, the Company and
the Master Servicer with a certification to the effect set forth in paragraph
six of Exhibit J-1 (with respect to any Class B Certificate), Exhibit J-2 (with
respect to any Class M Certificate) or paragraph fourteen of Exhibit I-1 (with
respect to any Class R Certificate), which the Trustee may rely upon without
further inquiry or investigation, or such other certifications as the Trustee
may deem desirable or necessary in order to
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establish that such transferee or the Person in whose name such registration is
requested is not an employee benefit plan or other plan subject to the
prohibited transaction provisions of ERISA or Section 4975 of the Code, or any
Person (including an investment manager, a named fiduciary or a trustee of any
such plan) who is using "plan assets" of any such plan to effect such
acquisition.
(f) (i) Each Person who has or who acquires any Ownership Interest in a
Class R Certificate shall be deemed by the acceptance or acquisition of such
Ownership Interest to have agreed to be bound by the following provisions and to
have irrevocably authorized the Trustee or its designee under clause (iii)(A)
below to deliver payments to a Person other than such Person and to negotiate
the terms of any mandatory sale under clause (iii)(B) below and to execute all
instruments of transfer and to do all other things necessary in connection with
any such sale. The rights of each Person acquiring any Ownership Interest in a
Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall be a Permitted Transferee and
shall promptly notify the Trustee of any change or impending
change in its status as a Permitted Transferee.
(B) In connection with any proposed Transfer of any Ownership
Interest in a Class R Certificate, the Trustee shall require
delivery to it, and shall not register the Transfer of any
Class R Certificate until its receipt of, (I) an affidavit and
agreement (a "Transfer Affidavit and Agreement," in the form
attached hereto as Exhibit I-1) from the proposed Transferee,
in form and substance satisfactory to the Master Servicer,
representing and warranting, among other things, that it is a
Permitted Transferee, that it is not acquiring its Ownership
Interest in the Class R Certificate that is the subject of the
proposed Transfer as a nominee, trustee or agent for any
Person who is not a Permitted Transferee, that for so long as
it retains its Ownership Interest in a Class R Certificate, it
will endeavor to remain a Permitted Transferee, and that it
has reviewed the provisions of this Section 5.02(f) and agrees
to be bound by them, and (II) a certificate, in the form
attached hereto as Exhibit I-2, from the Holder wishing to
transfer the Class R Certificate, in form and substance
satisfactory to the Master Servicer, representing and
warranting, among other things, that no purpose of the
proposed Transfer is to impede the assessment or collection of
tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee under clause (B) above, if
a Responsible Officer of the Trustee who is assigned to this
Agreement has actual knowledge that the proposed Transferee is
not a Permitted Transferee, no Transfer of an Ownership
Interest in a Class R Certificate to such proposed Transferee
shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in
a Class R Certificate shall agree (x) to require a Transfer
Affidavit and Agreement from any other Person to whom such
Person attempts to transfer its Ownership
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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
NonUnited States Persons and Disqualified Organizations (as
defined in Section 860E(e)(5) of the Code) are prohibited.
(iii) (A) If any Disqualified Organization shall become a holder of
a Class R Certificate, then the last preceding Permitted
Transferee shall be restored, to the extent permitted by law,
to all rights and obligations as Holder thereof retroactive to
the date of registration of such Transfer of such Class R
Certificate. If a Non-United States Person shall become a
holder of a Class R Certificate, then the last preceding
United States Person shall be restored, to the extent
permitted by law, to all rights and obligations as Holder
thereof retroactive to the date of registration of such
Transfer of such Class R Certificate. If a transfer of a Class
R Certificate is disregarded pursuant to the provisions of
Treasury Regulations Section 1.860E-1 or Section 1.860G-3,
then the last preceding Permitted Transferee shall be
restored, to the extent permitted by law, to all rights and
obligations as Holder thereof retroactive to the date of
registration of such Transfer of such Class R Certificate. The
Trustee shall be under no liability to any Person for any
registration of Transfer of a Class R Certificate that is in
fact not permitted by this Section 5.02(f) or for making any
payments due on such Certificate to the holder thereof or for
taking any other action with respect to such holder under the
provisions of this Agreement.
(B) If any purported Transferee shall become a Holder of a
Class R Certificate in violation of the restrictions in this
Section 5.02(f) and to the extent that the retroactive
restoration of the rights of the Holder of such Class R
Certificate as described in clause (iii)(A) above shall be
invalid, illegal or unenforceable, then the Master Servicer
shall have the right, without notice to the holder or any
prior holder of such Class R Certificate, to sell such
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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 Senior,
Class M or Class B Certificates below the lower of the
then-current rating or the rating assigned to such
Certificates as of the Closing Date by such Rating Agency; and
(B) subject to Section 10.01(f), a certificate of the Master
Servicer stating that the Master Servicer has received an
Opinion of Counsel, in form and substance satisfactory to the
Master Servicer, to the effect that such modification,
addition to or absence of such provisions will not cause the
Trust Fund to cease to qualify as a REMIC and will not cause
(x) the Trust Fund to be subject to an entity-level tax caused
by the Transfer of any Class R
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Certificate to a Person that is a Disqualified Organization or
(y) a Certificateholder or another Person to be subject to a
REMIC-related tax caused by the Transfer of a Class R
Certificate to a Person that is not a Permitted Transferee.
(g) No service charge shall be made for any transfer or exchange of
Certificates of any Class, but the Trustee may require payment of a sum
sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer or exchange of Certificates.
(h) All Certificates surrendered for transfer and exchange shall be
destroyed by the Certificate Registrar.
Section 5.03. Mutilated, Destroyed, Lost or Stolen Certificates.
If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Trustee and the Certificate Registrar receive evidence to
their satisfaction of the destruction, loss or theft of any Certificate, and
(ii) there is delivered to the Trustee and the Certificate Registrar such
security or indemnity as may be required by them to save each of them harmless,
then, in the absence of notice to the Trustee or the Certificate Registrar that
such Certificate has been acquired by a bona fide purchaser, the Trustee shall
execute and the Certificate Registrar shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Certificate, a new Certificate of like tenor, Class and Percentage Interest but
bearing a number not contemporaneously outstanding. Upon the issuance of any new
Certificate under this Section, the Trustee may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee and the Certificate Registrar) connected therewith. Any duplicate
Certificate issued pursuant to this Section shall constitute complete and
indefeasible evidence of ownership in the Trust Fund, as if originally issued,
whether or not the lost, stolen or destroyed Certificate shall be found at any
time.
Section 5.04. Persons Deemed Owners.
Prior to due presentation of a Certificate for registration of transfer,
the Company, the Master Servicer, the Trustee, the Certificate Registrar and any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar may treat the Person in whose name any Certificate is registered as
the owner of such Certificate for the purpose of receiving distributions
pursuant to Section 4.02 and for all other purposes whatsoever, except as and to
the extent provided in the definition of "Certificateholder," and neither the
Company, the Master Servicer, the Trustee, the Certificate Registrar nor any
agent of the Company, the Master Servicer, the Trustee or the Certificate
Registrar shall be affected by notice to the contrary except as provided in
Section 5.02(f).
Section 5.05. Appointment of Paying Agent.
The Trustee may appoint a Paying Agent for the purpose of making
distributions to the Certificateholders pursuant to Section 4.02. In the event
of any such appointment, on or prior to each Distribution Date the Master
Servicer on behalf of the Trustee shall deposit or cause to be deposited
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with the Paying Agent a sum sufficient to make the payments to the
Certificateholders in the amounts and in the manner provided for in Section
4.02, such sum to be held in trust for the benefit of the Certificateholders.
The Trustee shall cause each Paying Agent to execute and deliver to the
Trustee an instrument in which such Paying Agent shall agree with the Trustee
that such Paying Agent will hold all sums held by it for the payment to the
Certificateholders in trust for the benefit of the Certificateholders entitled
thereto until such sums shall be paid to such Certificateholders. Any sums so
held by such Paying Agent shall be held only in Eligible Accounts to the extent
such sums are not distributed to the Certificateholders on the date of receipt
by such Paying Agent.
Section 5.06. Optional Purchase of Certificates.
(a) On any Distribution Date on which the Pool Stated Principal Balance is
less than ten percent of the Cut-off Date Principal Balance of the Mortgage
Loans, either the Master Servicer or the Company shall have the right, at its
option, to purchase the Certificates in whole, but not in part, at a price equal
to the outstanding Certificate Principal Balance of the Certificates plus the
sum of Accrued Certificate Interest thereon for the related Interest Accrual
Period and any previously unpaid Accrued Certificate Interest.
(b) The Master Servicer or the Company, as applicable, shall give the
Trustee not less than 60 days' prior notice of the Distribution Date on which
the Master Servicer or the Company, as applicable, anticipates that it will
purchase the Certificates pursuant to Section 5.06(a). Notice of any such
purchase, specifying the Distribution Date upon which the Holders may surrender
their Certificates to the Trustee for payment in accordance with this Section
5.06, shall be given promptly by the Master Servicer or the Company, as
applicable, by letter to Certificateholders (with a copy to the Certificate
Registrar and each Rating Agency) mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the month of such final
distribution, specifying:
(i) the Distribution Date upon which purchase of the Certificates
is anticipated to be made upon presentation and surrender of
such Certificates at the office or agency of the Trustee
therein designated,
(ii) the purchase price therefor, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon
presentation and surrender of the Certificates at the office
or agency of the Trustee therein specified.
If either the Master Servicer or the Company gives the notice specified above,
the Master Servicer or the Company, as applicable, shall deposit in the
Certificate Account before the Distribution Date on which the purchase pursuant
to Section 5.06(a) is to be made, in immediately available funds, an amount
equal to the purchase price for the Certificates computed as provided above.
(c) Upon presentation and surrender of the Certificates to be purchased
pursuant to Section
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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 Senior, Class
M or Class B 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
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observance of each covenant and condition to be performed or observed by the
Master Servicer under this Agreement; provided further that each Rating Agency's
rating of the Classes of Certificates that have been rated in effect immediately
prior to such assignment and delegation will not be qualified, reduced or
withdrawn as a result of such assignment and delegation (as evidenced by a
letter to such effect from each Rating Agency). In the case of any such
assignment and delegation, the Master Servicer shall be released from its
obligations under this Agreement, except that the Master Servicer shall remain
liable for all liabilities and obligations incurred by it as Master Servicer
hereunder prior to the satisfaction of the conditions to such assignment and
delegation set forth in the next preceding sentence.
Section 6.03. Limitation on Liability of the Company, the Master
Servicer and Others.
Neither the Company, the Master Servicer nor any of the directors,
officers, employees or agents of the Company or the Master Servicer shall be
under any liability to the Trust Fund or the Certificateholders for any action
taken or for refraining from the taking of any action in good faith pursuant to
this Agreement, or for errors in judgment; provided, however, that this
provision shall not protect the Company, the Master Servicer or any such Person
against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misfeasance, bad faith or
gross negligence in the performance of duties or by reason of reckless disregard
of obligations and duties hereunder. The Company, the Master Servicer and any
director, officer, employee or agent of the Company or the Master Servicer may
rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder. The Company,
the Master Servicer and any director, officer, employee or agent of the Company
or the Master Servicer shall be indemnified by the Trust Fund and held harmless
against any loss, liability or expense incurred in connection with any legal
action relating to this Agreement or the Certificates, other than any loss,
liability or expense related to any specific Mortgage Loan or Mortgage Loans
(except as any such loss, liability or expense shall be otherwise reimbursable
pursuant to this Agreement) and any loss, liability or expense incurred by
reason of willful misfeasance, bad faith or gross negligence in the performance
of duties hereunder or by reason of reckless disregard of obligations and duties
hereunder.
Neither the Company nor the Master Servicer shall be under any obligation
to appear in, prosecute or defend any legal or administrative action,
proceeding, hearing or examination that is not incidental to its respective
duties under this Agreement and which in its opinion may involve it in any
expense or liability; provided, however, that the Company or the Master Servicer
may in its discretion undertake any such action, proceeding, hearing or
examination that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the
Certificateholders hereunder. In such event, the legal expenses and costs of
such action, proceeding, hearing or examination and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund, and the
Company and the Master Servicer shall be entitled to be reimbursed therefor out
of amounts attributable to the Mortgage Loans on deposit in the Custodial
Account as provided by Section 3.10 and, on the Distribution Date(s) following
such reimbursement, the aggregate of such expenses and costs shall be allocated
in reduction of the Accrued Certificate Interest on each Class
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entitled thereto in the same manner as if such expenses and costs constituted a
Prepayment Interest Shortfall.
Section 6.04. Company and Master Servicer Not to Resign.
Subject to the provisions of Section 6.02, neither the Company nor the
Master Servicer shall resign from its respective obligations and duties hereby
imposed on it except upon determination that its duties hereunder are no longer
permissible under applicable law. Any such determination permitting the
resignation of the Company or the Master Servicer shall be evidenced by an
Opinion of Counsel to such effect delivered to the Trustee. No such resignation
by the Master Servicer shall become effective until the Trustee or a successor
servicer shall have assumed the Master Servicer's responsibilities and
obligations in accordance with Section 7.02.
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ARTICLE VII
DEFAULT
Section 7.01. Events of Default.
Event of Default, wherever used herein, means any one of the following
events (whatever reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):
(i) the Master Servicer shall fail to distribute or cause to be
distributed to the Holders of Certificates of any Class any
distribution required to be made under the terms of the
Certificates of such Class and this Agreement and, in either
case, such failure shall continue unremedied for a period of
5 days after the date upon which written notice of such
failure, requiring such failure to be remedied, shall have
been given to the Master Servicer by the Trustee or the
Company or to the Master Servicer, the Company and the
Trustee by the Holders of Certificates of such Class
evidencing Percentage Interests aggregating not less than
25%; or
(ii) the Master Servicer shall fail to observe or perform in any
material respect any other of the covenants or agreements on
the part of the Master Servicer contained in the
Certificates of any Class or in this Agreement and such
failure shall continue unremedied for a period of 30 days
(except that such number of days shall be 15 in the case of
a failure to pay the premium for any Required Insurance
Policy) after the date on which written notice of such
failure, requiring the same to be remedied, shall have been
given to the Master Servicer by the Trustee or the Company,
or to the Master Servicer, the Company and the Trustee by
the Holders of Certificates of any Class evidencing, in the
case of any such Class, Percentage Interests aggregating not
less than 25%; or
(iii)a decree or order of a court or agency or supervisory
authority having jurisdiction in the premises in an
involuntary case under any present or future federal or
state bankruptcy, insolvency or similar law or appointing a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities
or similar proceedings, or for the winding-up or liquidation
of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in
force undischarged or unstayed for a period of 60 days; or
(iv) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency,
readjustment of debt, marshalling of assets and liabilities,
or similar proceedings of, or relating to, the Master
Servicer or of, or
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relating to, all or substantially all of the property of the
Master Servicer; or
(v) the Master Servicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to
take advantage of, or commence a voluntary case under, any
applicable insolvency or reorganization statute, make an
assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or
(vi) the Master Servicer shall notify the Trustee pursuant to
Section 4.04(b) that it is unable to deposit in the
Certificate Account an amount equal to the Advance.
If an Event of Default described in clauses (i)-(v) of this Section shall
occur, then, and in each and every such case, so long as such Event of Default
shall not have been remedied, either the Company or the Trustee may, and at the
direction of Holders of Certificates entitled to at least 51% of the Voting
Rights, the Trustee shall, by notice in writing to the Master Servicer (and to
the Company if given by the Trustee or to the Trustee if given by the Company),
terminate all of the rights and obligations of the Master Servicer under this
Agreement and in and to the Mortgage Loans and the proceeds thereof, other than
its rights as a Certificateholder hereunder. If an Event of Default described in
clause (vi) hereof shall occur, the Trustee shall, by notice to the Master
Servicer and the Company, immediately terminate all of the rights and
obligations of the Master Servicer under this Agreement and in and to the
Mortgage Loans and the proceeds thereof, other than its rights as a
Certificateholder hereunder as provided in Section 4.04(b). On or after the
receipt by the Master Servicer of such written notice, all authority and power
of the Master Servicer under this Agreement, whether with respect to the
Certificates (other than as a Holder thereof) or the Mortgage Loans or
otherwise, shall subject to Section 7.02 pass to and be vested in the Trustee or
the Trustee's designee appointed pursuant to Section 7.02; and, without
limitation, the Trustee is hereby authorized and empowered to execute and
deliver, on behalf of the Master Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or accomplish all other acts
or things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
agrees to cooperate with the Trustee in effecting the termination of the Master
Servicer's responsibilities and rights hereunder, including, without limitation,
the transfer to the Trustee or its designee for administration by it of all cash
amounts which shall at the time be credited to the Custodial Account or the
Certificate Account or thereafter be received with respect to the Mortgage
Loans. No such termination shall release the Master Servicer for any liability
that it would otherwise have hereunder for any act or omission prior to the
effective time of such termination.
Notwithstanding any termination of the activities of Residential Funding
in its capacity as Master Servicer hereunder, Residential Funding shall be
entitled to receive, out of any late collection of a Monthly Payment on a
Mortgage Loan which was due prior to the notice terminating Residential
Funding's rights and obligations as Master Servicer hereunder and received after
such notice, that portion to which Residential Funding would have been entitled
pursuant to Sections 3.10(a)(ii), (vi) and (vii) as well as its Servicing Fee in
respect thereof, and any other amounts payable to Residential Funding hereunder
the entitlement to which arose prior to the termination of its activities
hereunder.
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Upon the termination of Residential Funding as Master Servicer hereunder the
Company shall deliver to the Trustee a copy of the Program Guide.
Section 7.02. Trustee or Company to Act; Appointment of Successor.
On and after the time the Master Servicer receives a notice of termination
pursuant to Section 7.01 or resigns in accordance with Section 6.04, the Trustee
or, upon notice to the Company and with the Company's consent (which shall not
be unreasonably withheld) a designee (which meets the standards set forth below)
of the Trustee, shall be the successor in all respects to the Master Servicer in
its capacity as servicer under this Agreement and the transactions set forth or
provided for herein and shall be subject to all the responsibilities, duties and
liabilities relating thereto placed on the Master Servicer (except for the
responsibilities, duties and liabilities contained in Sections 2.02 and 2.03(a),
excluding the duty to notify related Sub-Servicers 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 Sub-Servicer
with respect to such Mortgage Loans.
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Section 7.03. Notification to Certificateholders.
(a) Upon any such termination or appointment of a successor to the Master
Servicer, the Trustee shall give prompt written notice thereof to the
Certificateholders at their respective addresses appearing in the Certificate
Register.
(b) Within 60 days after the occurrence of any Event of Default, the
Trustee shall transmit by mail to all Holders of Certificates notice of each
such Event of Default hereunder known to the Trustee, unless such Event of
Default shall have been cured or waived.
Section 7.04. Waiver of Events of Default.
The Holders representing at least 66% of the Voting Rights affected by a
default or Event of Default hereunder may waive such default or Event of
Default; provided, however, that (a) a default or Event of Default under clause
(i) of Section 7.01 may be waived only by all of the Holders of Certificates
affected by such default or Event of Default and (b) no waiver pursuant to this
Section 7.04 shall affect the Holders of Certificates in the manner set forth in
Section 11.01(b)(i) or (ii). Upon any such waiver of a default or Event of
Default by the Holders representing the requisite percentage of Voting Rights
affected by such default or Event of Default, such default or Event of Default
shall cease to exist and shall be deemed to have been remedied for every purpose
hereunder. No such waiver shall extend to any subsequent or other default or
Event of Default or impair any right consequent thereon except to the extent
expressly so waived.
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ARTICLE VIII
CONCERNING THE TRUSTEE
Section 8.01. Duties of Trustee.
(a) The Trustee, prior to the occurrence of an Event of Default and after
the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Agreement. In case an Event of Default has occurred (which has not been cured or
waived), the Trustee shall exercise such of the rights and powers vested in it
by this Agreement, and use the same degree of care and skill in their exercise
as a prudent investor would exercise or use under the circumstances in the
conduct of such investor's own affairs.
(b) The Trustee, upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee which are specifically required to be furnished pursuant to any
provision of this Agreement, shall examine them to determine whether they
conform to the requirements of this Agreement. The Trustee shall notify the
Certificateholders of any such documents which do not materially conform to the
requirements of this Agreement in the event that the Trustee, after so
requesting, does not receive satisfactorily corrected documents.
The Trustee shall forward or cause to be forwarded in a timely fashion the
notices, reports and statements required to be forwarded by the Trustee pursuant
to Sections 4.03, 4.06, 7.03 and 10.01. The Trustee shall furnish in a timely
fashion to the Master Servicer such information as the Master Servicer may
reasonably request from time to time for the Master Servicer to fulfill its
duties as set forth in this Agreement. The Trustee covenants and agrees that it
shall perform its obligations hereunder in a manner so as to maintain the status
of 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 to the
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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
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certificate, statement, instrument, opinion, report, notice,
request, consent, order, appraisal, bond or other paper or
document believed by it to be genuine and to have been signed
or presented by the proper party or parties;
(ii) The Trustee may consult with counsel and any Opinion of
Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or
omitted by it hereunder in good faith and in accordance with
such Opinion of Counsel;
(iii) The Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Agreement or to
institute, conduct or defend any litigation hereunder or in
relation hereto at the request, order or direction of any of
the Certificateholders, pursuant to the provisions of this
Agreement, unless such Certificateholders shall have offered
to the Trustee reasonable security or indemnity against the
costs, expenses and liabilities which may be incurred therein
or thereby; nothing contained herein shall, however, relieve
the Trustee of the obligation, upon the occurrence of an Event
of Default (which has not been cured), to exercise such of the
rights and powers vested in it by this Agreement, and to use
the same degree of care and skill in their exercise as a
prudent investor would exercise or use under the circumstances
in the conduct of such investor's own affairs;
(iv) The Trustee shall not be personally liable for any action
taken, suffered or omitted by it in good faith and believed by
it to be authorized or within the discretion or rights or
powers conferred upon it by this Agreement;
(v) Prior to the occurrence of an Event of Default hereunder and
after the curing of all Events of Default which may have
occurred, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution,
certificate, statement, instrument, opinion, report, notice,
request, consent, order, approval, bond or other paper or
document, unless requested in writing so to do by Holders of
Certificates of any Class evidencing, as to such Class,
Percentage Interests, aggregating not less than 50%; provided,
however, that if ----------------- the payment within a
reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably
assured to the Trustee by the security afforded to it by the
terms of this Agreement, the Trustee may require reasonable
indemnity against such expense or liability as a condition to so
proceeding. The reasonable expense of every such examination
shall be paid by the Master Servicer, if an Event of Default
shall have occurred and is continuing, and otherwise by the
Certificateholder requesting the investigation;
(vi) The Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or
through agents or attorneys; and
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(vii) To the extent authorized under the Code and the regulations
promulgated thereunder, each Holder of a Class R Certificate
hereby irrevocably appoints and authorizes the Trustee to be
its attorney-in-fact for purposes of signing any Tax Returns
required to be filed on behalf of the Trust Fund. The Trustee
shall sign on behalf of the Trust Fund and deliver to the
Master Servicer in a timely manner any Tax Returns prepared by
or on behalf of the Master Servicer that the Trustee is
required to sign as determined by the Master Servicer pursuant
to applicable federal, state or local tax laws, provided that
the Master Servicer shall indemnify the Trustee for signing
any such Tax Returns that contain errors or omissions.
(b) Following the issuance of the Certificates, the Trustee shall not
accept any contribution of assets to the Trust Fund unless (subject to Section
10.01(f)) it shall have obtained or been furnished with an Opinion of Counsel to
the effect that such contribution will not (i) cause the Trust Fund to fail to
qualify as a REMIC at any time that any Certificates are outstanding or (ii)
cause the Trust Fund to be subject to any federal tax as a result of such
contribution (including the imposition of any federal tax on "prohibited
transactions" imposed under Section 860F(a) of the Code).
Section 8.03. Trustee Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates (other than the
execution of the Certificates and relating to the acceptance and receipt of the
Mortgage Loans) shall be taken as the statements of the Company or the Master
Servicer as the case may be, and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representations as to the validity or
sufficiency of this Agreement or of the Certificates (except that the
Certificates shall be duly and validly executed and authenticated by it as
Certificate Registrar) or of any Mortgage Loan or related document. Except as
otherwise provided herein, the Trustee shall not be accountable for the use or
application by the Company or the Master Servicer of any of the Certificates or
of the proceeds of such Certificates, or for the use or application of any funds
paid to the Company or the Master 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
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reasonable expenses, disbursements and advances incurred or made by the Trustee
or any co-trustee in accordance with any of the provisions of this Agreement
(including the reasonable compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ, and the expenses
incurred by the Trustee or any co-trustee in connection with the appointment of
an office or agency pursuant to Section 8.12) except any such expense,
disbursement or advance as may arise from its negligence or bad faith.
(b) The Master Servicer agrees to indemnify the Trustee for, and to hold
the Trustee harmless against, any loss, liability or expense incurred without
negligence or willful misconduct on the Trustee's part, arising out of, or in
connection with, the acceptance and administration of the Trust Fund, including
the costs and expenses (including reasonable legal fees and expenses) of
defending itself against any claim in connection with the exercise or
performance of any of its powers or duties under this Agreement and the
Custodial Agreement, provided that:
(i) with respect to any such claim, the Trustee shall have given
the Master Servicer written notice thereof promptly after the
Trustee shall have actual knowledge thereof;
(ii) while maintaining control over its own defense, the Trustee
shall cooperate and consult fully with the Master Servicer in
preparing such defense; and
(iii) notwithstanding anything in this Agreement to the contrary,
the Master Servicer shall not be liable for settlement of any
claim by the Trustee entered into without the prior consent of
the Master Servicer which consent shall not be unreasonably
withheld.
No termination of this Agreement shall affect the obligations created by
this Section 8.05(b) of the Master Servicer to indemnify the Trustee under the
conditions and to the extent set forth herein.
Notwithstanding the foregoing, the indemnification provided by the Master
Servicer in this Section 8.05(b) shall not pertain to any loss, liability or
expense of the Trustee, including the costs and expenses of defending itself
against any claim, incurred in connection with any actions taken by the Trustee
at the direction of the Certificateholders pursuant to the terms of this
Agreement.
Section 8.06. Eligibility Requirements for Trustee.
The Trustee hereunder shall at all times be a corporation or a national
banking association having its principal office in a state and city acceptable
to the Company and organized and doing business under the laws of such state or
the United States of America, authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least $50,000,000 and
subject to supervision or examination by federal or state authority. If such
corporation or national banking association publishes reports of condition at
least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so published. In case at any time the Trustee
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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 appointment by the successor trustee as provided in
Section 8.08.
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Section 8.08. Successor Trustee.
(a) Any successor trustee appointed as provided in Section 8.07 shall
execute, acknowledge and deliver to the Company and to its predecessor trustee
an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor trustee shall become effective and
such successor trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become fully vested with all
the rights, powers, duties and obligations of its predecessor hereunder, with
the like effect as if originally named as trustee herein. The predecessor
trustee shall deliver to the successor trustee all Mortgage Files and related
documents and statements held by it hereunder (other than any Mortgage Files at
the time held by a Custodian, which shall become the agent of any successor
trustee hereunder), and the Company, the Master Servicer and the predecessor
trustee shall execute and deliver such instruments and do such other things as
may reasonably be required for more fully and certainly vesting and confirming
in the successor trustee all such rights, powers, duties and obligations.
(b) No successor trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor trustee shall be
eligible under the provisions of Section 8.06.
(c) Upon acceptance of appointment by a successor trustee as provided in
this Section, the Company shall mail notice of the succession of such trustee
hereunder to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Company fails to mail such notice within 10 days
after acceptance of appointment by the successor trustee, the successor trustee
shall cause such notice to be mailed at the expense of the Company.
Section 8.09. Merger or Consolidation of Trustee.
Any corporation or national banking association into which the Trustee may
be merged or converted or with which it may be consolidated or any corporation
or national banking association resulting from any merger, conversion or
consolidation to which the Trustee shall be a party, or any corporation or
national banking association succeeding to the business of the Trustee, shall be
the successor of the Trustee hereunder, provided such corporation or national
banking association shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. The
Trustee shall mail notice of any such merger or consolidation to the
Certificateholders at their address as shown in the Certificate Register.
Section 8.10. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
separate trustee or separate trustees, of all or any part of the Trust Fund, and
to vest in such Person or Persons, in such capacity, such title to the Trust
Fund, or any part thereof, and, subject to the other provisions of this Section
8.10, such powers,
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duties, obligations, rights and trusts as the Master Servicer and the Trustee
may consider necessary or desirable. If the Master Servicer shall not have
joined in such appointment within 15 days after the receipt by it of a request
so to do, or in case an Event of Default shall have occurred and be continuing,
the Trustee alone shall have the power to make such appointment. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 8.06 hereunder and no notice to Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.08 hereof.
(b) In the case of any appointment of a co-trustee or separate trustee
pursuant to this Section 8.10 all rights, powers, duties and obligations
conferred or imposed upon the Trustee shall be conferred or imposed upon and
exercised or performed by the Trustee, and such separate trustee or co-trustee
jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or
as successor to the Master Servicer hereunder), the Trustee shall be incompetent
or unqualified to perform such act or acts, in which event such rights, powers,
duties and obligations (including the holding of title to the Trust Fund or any
portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee at the direction of the Trustee.
(c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately,
as may be provided therein, subject to all the provisions of this Agreement,
specifically including every provision of this Agreement relating to the conduct
of, affecting the liability of, or affording protection to, the Trustee. Every
such instrument shall be filed with the Trustee.
(d) Any separate trustee or co-trustee may, at any time, constitute the
Trustee, its agent or attorney-in-fact, with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement on its behalf and in its name. If any separate trustee or co-trustee
shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.
Section 8.11. Appointment of Custodians.
The Trustee may, with the consent of the Master Servicer and the Company,
appoint one or more Custodians who are not Affiliates of the Company, the Master
Servicer or any Seller to hold all or a portion of the Mortgage Files as agent
for the Trustee, by entering into a Custodial Agreement. Subject to Article
VIII, the Trustee agrees to comply with the terms of each Custodial Agreement
and to enforce the terms and provisions thereof against the Custodian for the
benefit of the Certificateholders. Each Custodian shall be a depository
institution subject to supervision by federal or state authority, shall have a
combined capital and surplus of at least $15,000,000 and shall be
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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,
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promptly following payment of the purchase price, release to the Master Servicer
or the Company, as applicable, the Mortgage Files pertaining to the Mortgage
Loans being purchased.
(b) The Master Servicer or, in the case of a final distribution as a result
of the exercise by the Company of its right to purchase the assets of the Trust
Fund, the Company shall give the Trustee not less than 60 days' prior notice of
the Distribution Date on which the Master Servicer or the Company, as
applicable, anticipates that the final distribution will be made to
Certificateholders (whether as a result of the exercise by the Master Servicer
or the Company of its right to purchase the assets of the Trust Fund or
otherwise). Notice of any termination, specifying the anticipated Final
Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders may surrender their Certificates to the
Trustee (if so required by the terms hereof) for payment of the final
distribution and cancellation, shall be given promptly by the Master Servicer or
the Company, as applicable (if it is exercising its right to purchase the assets
of the Trust Fund), or by the Trustee (in any other case) by letter to the
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the month of such final distribution
specifying:
(i) the anticipated Final Distribution Date upon which final
payment of the Certificates is anticipated to be made upon
presentation and surrender of Certificates at the office or
agency of the Trustee therein designated,
(ii) the amount of any such final payment, if known, and
(iii) that the Record Date otherwise applicable to such Distribution
Date is not applicable, and in the case of the Senior
Certificates and Class M 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 Senior, Class M and Class B 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).
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(d) In the event that any Certificateholders shall not surrender their
Certificates for final payment and cancellation on or before the Final
Distribution Date (if so required by the terms hereof), the Trustee shall on
such date cause all funds in the Certificate Account not distributed in final
distribution to Certificateholders to be withdrawn therefrom and credited to the
remaining Certificateholders by depositing such funds in a separate escrow
account for the benefit of such Certificateholders, and the Master Servicer or
the Company, as applicable (if it exercised its right to purchase the assets of
the Trust Fund), or the Trustee (in any other case) shall give a second written
notice to the remaining Certificateholders to surrender their Certificates for
cancellation and receive the final distribution with respect thereto. If within
six months after the second notice any Certificate shall not have been
surrendered for cancellation, the Trustee shall take appropriate steps as
directed by the Master Servicer or the Company, as applicable, to contact the
remaining Certificateholders concerning surrender of their Certificates. The
costs and expenses of maintaining the escrow account and of contacting
Certificateholders shall be paid out of the assets which remain in the escrow
account. If within nine months after the second notice any Certificates shall
not have been surrendered for cancellation, the Trustee shall pay to the Master
Servicer or the Company, as applicable, all amounts distributable to the holders
thereof and the Master Servicer or the Company, as applicable, shall thereafter
hold such amounts until distributed to such holders. No interest shall accrue or
be payable to any Certificateholder on any amount held in the escrow account or
by the Master Servicer or the Company, as applicable, as a result of such
Certificateholder's failure to surrender its Certificate(s) for final payment
thereof in accordance with this Section 9.01.
Section 9.02. 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
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assets of the Trust Fund, the Master Servicer shall, during
the 90-day liquidation period and at or prior to the Final
Distribution Date, purchase all of the assets of the Trust
Fund for cash; provided, however, that in the event that a
calendar quarter ends after the commencement of the 90-day
liquidation period but prior to the Final Distribution Date,
the Master Servicer or the Company shall not purchase any of
the assets of the Trust Fund prior to the close of that
calendar quarter.
(b) Each Holder of a Certificate and the Trustee hereby irrevocably
approves and appoints the Master Servicer as its attorney-in-fact to adopt a
plan of complete liquidation for 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 CB, Class NB, Class A-P, 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 Master Servicer shall promptly provide the REMIC
Administrator with such information as the REMIC Administrator may from time to
time
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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
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
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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 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
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(other than the Class A-V Certificates) representing a regular interest in the
REMIC would be reduced to zero is September 25, 2013, which is the Distribution
Date immediately following the latest scheduled maturity of any Mortgage Loan.
The latest possible Maturity Date for each Uncertificated REMIC Regular Interest
is September 25, 2013, which is the Distribution Date immediately following the
latest scheduled maturity date of any Mortgage Loan.
(l) Within 30 days after the Closing Date, the REMIC Administrator shall
prepare and file with the Internal Revenue Service Form 8811, "Information
Return for Real Estate Mortgage Investment Conduits (REMIC) and Issuers of
Collateralized Debt Obligations" for the REMIC.
(m) Neither the Trustee nor the Master Servicer shall sell, dispose of or
substitute for any of the Mortgage Loans (except in connection with (i) the
default, imminent default or foreclosure of a Mortgage Loan, including but not
limited to, the acquisition or sale of a Mortgaged Property acquired by deed in
lieu of foreclosure, (ii) the bankruptcy of the REMIC, (iii) the termination of
the REMIC pursuant to Article IX of this Agreement or (iv) a purchase of
Mortgage Loans pursuant to Article II or III of this Agreement) nor acquire any
assets for the REMIC, nor sell or dispose of any investments in the Custodial
Account or the Certificate Account for gain nor accept any contributions to the
REMIC after the Closing Date unless it has received an Opinion of Counsel that
such sale, disposition, substitution or acquisition will not (a) affect
adversely the status of the REMIC as a REMIC or (b) unless the Master Servicer
has determined in its sole discretion to indemnify the Trust Fund against such
tax, cause the REMIC to be subject to a tax on "prohibited transactions" or
"contributions" pursuant to the REMIC Provisions.
Section 10.02. Master Servicer, REMIC Administrator and Trustee
Indemnification.
(a) The Trustee agrees to indemnify the Trust Fund, the Company, the REMIC
Administrator and the Master Servicer for any taxes and costs including, without
limitation, any reasonable attorneys fees imposed on or incurred by the Trust
Fund, the Company or the Master Servicer, as a result of a breach of the
Trustee's covenants set forth in Article VIII or this Article X.
(b) The REMIC Administrator agrees to indemnify the Trust Fund, the
Company, the Master Servicer and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the Master Servicer or the Trustee, as a result of
a breach of the REMIC Administrator's covenants set forth in this Article X and
with respect to compliance with the REMIC Provisions, including without
limitation, any penalties arising from the Trustee's execution of Tax Returns
prepared by the REMIC Administrator that contain errors or omissions; provided,
however, that such liability will not be imposed to the extent such breach is a
result of an error or omission in information provided to the REMIC
Administrator by the Master Servicer in which case Section 10.02(c) will apply.
(c) The Master Servicer agrees to indemnify the Trust Fund, the Company,
the REMIC Administrator and the Trustee for any taxes and costs (including,
without limitation, any reasonable attorneys' fees) imposed on or incurred by
the Trust Fund, the Company, the REMIC Administrator or the Trustee, as a result
of a breach of the Master Servicer's covenants set forth in this Article X or
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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,
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or
(vi) to make any other provisions with respect to matters or
questions arising under this Agreement or such Custodial
Agreement which shall not be materially inconsistent with the
provisions of this Agreement, provided that such action shall
not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any
Certificateholder.
(b) This Agreement or any Custodial Agreement may also be amended from time
to time by the Company, the Master Servicer and the Trustee with the consent of
the Holders of Certificates evidencing in the aggregate not less than 66% of the
Percentage Interests of each Class of Certificates affected thereby for the
purpose of adding any provisions to or changing in any manner or eliminating any
of the provisions of this Agreement or such Custodial Agreement or of modifying
in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:
(i) reduce in any manner the amount of, or delay the timing of,
payments which are required to be distributed on any
Certificate without the consent of the Holder of such
Certificate,
(ii) reduce the aforesaid percentage of Certificates of any Class
the Holders of which are required to consent to any such
amendment, in any such case without the consent of the Holders
of all Certificates of such Class then outstanding.
(c) Notwithstanding any contrary provision of this Agreement, the Trustee
shall not consent to any amendment to this Agreement unless it shall have first
received an Opinion of Counsel (subject to Section 10.01(f) and at the expense
of the party seeking such amendment) to the effect that such amendment or the
exercise of any power granted to the Master Servicer, the Company or the Trustee
in accordance with such amendment will not result in the imposition of a federal
tax on the Trust Fund or cause the Trust Fund to fail to qualify as a REMIC at
any time that any Certificate is outstanding.
(d) Promptly after the execution of any such amendment the Trustee shall
furnish written notification of the substance of such amendment to each
Certificateholder. It shall not be necessary for the consent of
Certificateholders under this Section 11.01 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve
the substance thereof. The manner of obtaining such consents and of evidencing
the authorization of the execution thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.
(e) The Company shall have the option, in its sole discretion, to obtain
and deliver to the Trustee any corporate guaranty, payment obligation,
irrevocable letter of credit, surety bond, insurance policy or similar
instrument or a reserve fund, or any combination of the foregoing, for the
purpose of protecting the Holders of the Class B Certificates against any or all
Realized Losses or other shortfalls. Any such instrument or fund shall be held
by the Trustee for the benefit of the Class B Certificateholders, but shall not
be and shall not be deemed to be under any circumstances included in the Trust
Fund. To the extent that any such instrument or fund constitutes a reserve fund
for federal
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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 Senior
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.
Section 11.03. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate this
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Agreement or the Trust Fund, nor entitle such Certificateholder's legal
representatives or heirs to claim an accounting or to take any action or
proceeding in any court for a partition or winding up of the Trust Fund, nor
otherwise affect the rights, obligations and liabilities of any of the parties
hereto.
(b) No Certificateholder shall have any right to vote (except as expressly
provided herein) or in any manner otherwise control the operation and management
of the Trust Fund, or the obligations of the parties hereto, nor shall anything
herein set forth, or contained in the terms of the Certificates, be construed so
as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any
third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.
(c) No Certificateholder shall have any right by virtue of any provision of
this Agreement to institute any suit, action or proceeding in equity or at law
upon or under or with respect to this Agreement, unless such Holder previously
shall have given to the Trustee a written notice of default and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of
Certificates of any Class evidencing in the aggregate not less than 25% of the
related Percentage Interests of such Class, shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as
Trustee hereunder and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses and liabilities to be
incurred therein or thereby, and the Trustee, for 60 days after its receipt of
such notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding it being understood and intended,
and being expressly covenanted by each Certificateholder with every other
Certificateholder and the Trustee, that no one or more Holders of Certificates
of any Class shall have any right in any manner whatever by virtue of any
provision of this Agreement to affect, disturb or prejudice the rights of the
Holders of any other of such Certificates of such Class or any other Class, or
to obtain or seek to obtain priority over or preference to any other such
Holder, or to enforce any right under this Agreement, except in the manner
herein provided and for the common benefit of Certificateholders of such Class
or all Classes, as the case may be. For the protection and enforcement of the
provisions of this Section 11.03, each and every Certificateholder and the
Trustee shall be entitled to such relief as can be given either at law or in
equity.
Section 11.04. Governing Law.
This agreement and the Certificates shall be governed by and construed in
accordance with the laws of the State of New York and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.
Section 11.05. Notices.
All demands and notices hereunder shall be in writing and shall be deemed
to have been duly given if personally delivered at or mailed by registered mail,
postage prepaid (except for notices to the Trustee which shall be deemed to have
been duly given only when received), to (a) in the case of the Company, 8400
Normandale Lake Boulevard, Suite 600, Minneapolis, Minnesota 55437, Attention:
President, or such other address as may hereafter be furnished to the Master
Servicer and the Trustee
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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-QS13 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 DCR, 17 State Street, 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 DCR 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 Sub-Servicer at such time as it is otherwise
required pursuant to this Agreement to give notice of the occurrence of, any of
the events described in clause (a), (b), (c), (d), (g), (h), (i) or (j) below or
provide a copy to each Rating Agency at such time as otherwise required to be
delivered pursuant to this Agreement of any of the statements described in
clauses (e) and (f) below:
(a) a material change or amendment to this Agreement,
(b) the occurrence of an Event of Default,
(c) the termination or appointment of a successor Master Servicer or
Trustee or a change in the majority ownership of the Trustee,
(d) the filing of any claim under the Master Servicer's blanket fidelity
bond and the errors and omissions insurance policy required by Section 3.12 or
the cancellation or modification of coverage under any such instrument,
(e) the statement required to be delivered to the Holders of each Class of
Certificates pursuant to Section 4.03,
(f) the statements required to be delivered pursuant to Sections 3.18 and
3.19,
(g) a change in the location of the Custodial Account or the Certificate
Account,
(h) the occurrence of any monthly cash flow shortfall to the Holders of any
Class of Certificates resulting from the failure by the Master Servicer to make
an Advance pursuant to Section 4.04,
(i) the occurrence of the Final Distribution Date, and
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(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 Sub-Servicer of any such
event known to the Master Servicer.
Section 11.07. Severability of Provisions.
If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenants, agreements, provisions or terms shall be deemed severable from the
remaining covenants, agreements, provisions or terms of this Agreement and shall
in no way affect the validity or enforceability of the other provisions of this
Agreement or of the Certificates or the rights of the Holders thereof.
Section 11.08. Supplemental Provisions for Resecuritization.
This Agreement may be supplemented by means of the addition of a separate
Article hereto (a "Supplemental Article") for the purpose of resecuritizing any
of the Certificates issued hereunder, under the following circumstances. With
respect to any Class or Classes of Certificates issued hereunder, or any portion
of any such Class, as to which the Company or any of its Affiliates (or any
designee thereof) is the registered Holder (the "Resecuritized Certificates"),
the Company may deposit such Resecuritized Certificates into a new REMIC,
grantor trust, FASIT or custodial arrangement (a "Restructuring Vehicle") to be
held by the Trustee pursuant to a Supplemental Article. The instrument adopting
such Supplemental Article shall be executed by the Company, the Master Servicer
and the Trustee; provided, that neither the Master Servicer nor the Trustee
shall withhold their consent thereto if their respective interests would not be
materially adversely affected thereby. To the extent that the terms of the
Supplemental Article do not in any way affect any provisions of this Agreement
as to any of the Certificates initially issued hereunder, the adoption of the
Supplemental Article shall not constitute an "amendment" of this Agreement.
Each Supplemental Article shall set forth all necessary provisions
relating to the holding of the Resecuritized Certificates by the Trustee, the
establishment of the Restructuring Vehicle, the issuing of various classes of
new certificates by the Restructuring Vehicle and the distributions to be made
thereon, and any other provisions necessary for the purposes thereof. In
connection with each Supplemental Article, the Company shall deliver to the
Trustee an Opinion of Counsel to the effect that (i) the Restructuring Vehicle
will qualify as a REMIC, grantor trust, FASIT or other entity not subject to
taxation for federal income tax purposes and (ii) the adoption of the
Supplemental Article will not endanger the status of the Trust Fund as a REMIC
or (subject to Section 10.01(f)) result in the imposition of a tax upon the
Trust Fund (including but not limited to the tax on prohibited transactions as
defined in Section 860F(a)(2) of the Code and the tax on contributions to a
REMIC as set forth in Section 860G(d) of the Code).
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IN WITNESS WHEREOF, the Company, the Master Servicer and the Trustee have
caused their names to be signed hereto by their respective officers thereunto
duly authorized and their respective seals, duly attested, to be hereunto
affixed, all as of the day and year first above written.
RESIDENTIAL ACCREDIT LOANS, INC.
[Seal]
By: __________________________
Name: Randy Van Zee
Title: Vice President
Attest: ______________________
Name: Timothy A. Kruse
Title: Vice President
RESIDENTIAL FUNDING CORPORATION
[Seal]
By: __________________________
Name: Timothy A. Kruse
Title: Director
Attest: ______________________
Name: Randy Van Zee
Title: Director
BANKERS TRUST COMPANY,
As Trustee
[Seal]
By: __________________________
Name:
Title:
Attest: ______________________
Name:
Title:
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of September , 1998 before me, a notary public in and for
said State, personally appeared Randy Van Zee, 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 September , 1998 before me, a notary public in and for
said State, personally appeared Timothy A. Kruse, known to me to be a Director
of Residential Funding Corporation, one of the corporations that executed the
within instrument, and also known to me to be the person who executed it on
behalf of said corporation, and acknowledged to me that such corporation
executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public
[Notarial Seal]
<PAGE>
STATE OF CALIFORNIA )
) ss.:
COUNTY OF ORANGE )
On the 29th day of September , 1998 before me, a notary public in and for
said State, personally appeared _____________, known to me to be an
_____________ 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 CB CERTIFICATE, CLASS NB CERTIFICATE, CLASS A-P
CERTIFICATE AND CLASS A-V 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 SEPTEMBER 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 [NB][CB][A-_] Senior.[Percentage Interest: ___%]
Date of Pooling and Servicing Agreement
and Cut-off Date: September 1, 1998
Aggregate Initial [Certificate Principal
Balance] [Class [NB][CB][A-P][A-V Notional
Amount] [Subclass Notional Amount] of the
Class [NB][CB][A]-__ Certificates:
First Distribution Date: July 25, 1998.
Master Servicer: Residential Funding
Corporation.
[Initial] [Certificate Principal Balance] [[Class
[A-P][A-V] [Subclass] Notional Amount] of
this Certificate: $_____________]
Assumed Final Distribution Date: CUSIP 76110F-_____
[September 25, 2013]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE
SERIES 1998-QS13
evidencing a percentage interest in the distributions allocable to
the Class [NB][CB][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 [NB][CB][A-P][A-V
Notional Amount] of this Certificate by the aggregate [Initial Certificate
Principal Balance of all Class [NB][CB][A-__Certificates] [Initial Class
[NB][CB][A-P][A-V Notional Amounts of all Class [NB][CB][A-__ Certificates],
both as specified above)] in certain distributions with respect to the Trust
Fund consisting primarily of an interest in a pool of conventional
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<PAGE>
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 [NB][CB][A-__] Certificates
on such Distribution Date. [The Class [NB][CB][A-P][A-V Notional Amount of the
Class [NB][CB][A-P][A-V Certificates as of any date of determination is equal to
the aggregate Stated Principal Balance of the Mortgage Loans corresponding to
the Uncertificated REMIC Regular Interests represented by such Class
[NB][CB][A-__ Certificates.] [The Subclass Notional Amount of the Class A-V
Certificates as of any date of determination is equal to the aggregate Stated
Principal Balance of the Mortgage Loans corresponding to the Uncertificated
REMIC Regular Interests represented by such Class A-V-_ Certificates immediately
prior to such date.] [The Class [A-V[-_] Certificates have no Certificate
Principal Balance.]
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The [Initial
Certificate Principal Balance] [Initial Class [A-V Notional Amount] [initial
Subclass Notional Amount] of this Certificate is set forth above.] [The
Certificate Principal Balance hereof will be reduced to the extent of
distributions allocable to principal and any Realized Losses allocable hereto.]
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage Asset-Backed Pass-Through Certificates
of the Series specified hereon (herein collectively called the "Certificates").
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<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
A-4
<PAGE>
the Company, the Master Servicer, the Trustee or the Certificate Registrar may
treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and neither the Company, the Master Servicer, the
Trustee nor any such agent shall be affected by notice to the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
A-5
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class [CB][NB][A-__] Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Trustee
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 SENIOR
CERTIFICATES [CLASS M-1 CERTIFICATES] [AND CLASS M-2 CERTIFICATES] AS
DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).
SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A "REGULAR
INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT," AS THOSE TERMS ARE
DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF
1986 (THE "CODE").
NO TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
PROVIDES EITHER A CERTIFICATION PURSUANT TO SECTION 5.02(e) OF THE AGREEMENT OR
AN OPINION OF COUNSEL SATISFACTORY TO THE MASTER SERVICER, THE COMPANY AND THE
TRUSTEE THAT THE PURCHASE OF THIS CERTIFICATE WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE CODE
AND WILL NOT SUBJECT THE MASTER SERVICER, THE COMPANY OR THE TRUSTEE TO ANY
OBLIGATION OR LIABILITY IN ADDITION TO THOSE UNDERTAKEN IN THE AGREEMENT.
THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE
RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR
IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM REGISTRATION UNDER
SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH
THE PROVISIONS OF SECTION 5.02 OF THE AGREEMENT.
[THE FOLLOWING INFORMATION IS PROVIDED SOLELY FOR THE PURPOSES OF APPLYING THE
U.S. FEDERAL INCOME TAX ORIGINAL ISSUE DISCOUNT ("OID") RULES TO THIS
CERTIFICATE. THE ISSUE DATE OF THIS CERTIFICATE IS SEPTEMBER 29, 1998. ASSUMING
THAT THE MORTGAGE LOANS PREPAY AT 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 [based on a Notional
Amount]
Class M-__ Subordinate [Percentage Interest: ___%]
Aggregate Certificate Principal Balance of the Class
M Certificates: $____________
Date of Pooling and Servicing Agreement
and Cut-off Date: September 1, 1998
First Distribution Date: July 25, 1998.
Master Servicer: Residential Funding Initial Certificate Balance of this
Certificate: Corporation. $_____________
Assumed Final Distribution Date: CUSIP 76110F-_____
[September 25, 2013]
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 1998-QS13
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
B-2
<PAGE>
Company, the Master Servicer and Bankers Trust Company, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth hereafter. To the extent not defined herein, the capitalized terms used
herein have the meanings assigned in the Agreement. This Certificate is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement the Holder of this Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound.
Pursuant to the terms of the Agreement, a distribution will be made on the
25th day of each month or, if such 25th day is not a Business Day, the Business
Day immediately following (the "Distribution Date"), commencing as described in
the Agreement, to the Person in whose name this Certificate is registered at the
close of business on the last day (or if such last day is not a Business Day,
the Business Day immediately preceding such last day) of the month immediately
preceding the month of such distribution (the "Record Date"), from the Available
Distribution Amount in an amount equal to the product of the Percentage Interest
evidenced by this Certificate and the amount (of interest and principal, if any)
required to be distributed to Holders of Class M-__ Certificates on such
Distribution Date.
Distributions on this Certificate will be made either by the Master
Servicer acting on behalf of the Trustee or by a Paying Agent appointed by the
Trustee in immediately available funds (by wire transfer or otherwise) for the
account of the Person entitled thereto if such Person shall have so notified the
Master Servicer or such Paying Agent, or by check mailed to the address of the
Person entitled thereto, as such name and address shall appear on the
Certificate Register.
Notwithstanding the above, the final distribution on this Certificate will
be made after due notice of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the office or agency appointed
by the Trustee for that purpose in the City and State of New York. The Initial
Certificate Principal Balance of this Certificate is set forth above. The
Certificate Principal Balance hereof will be reduced to the extent of the
distributions allocable to principal and any Realized Losses allocable hereto.
No transfer of this Class M Certificate will be made unless the Trustee
has received either (i) an opinion of counsel acceptable to and in form and
substance satisfactory to the Trustee, the Company and the Master Servicer with
respect to the permissibility of such transfer under the Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the
Internal Revenue Code (the "Code") and stating, among other things, that the
transferee's acquisition of a Class M Certificate will not constitute or result
in a non-exempt prohibited transaction under Section 406 of ERISA or Section
4975 of the Code or (ii) a representation letter, in the form as described by
the Agreement, either stating that the transferee is not an employee benefit or
other plan subject to the prohibited transaction provisions of ERISA or Section
4975 of the Code (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan, or stating that the transferee is an insurance company, the source of
funds to be used by it to purchase the Certificate is an "insurance company
general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections I
and III of PTCE 95-60.
B-3
<PAGE>
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 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
B-4
<PAGE>
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
B-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 SENIOR
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 SEPTEMBER 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 Sevicing Agreement
and Cut-off Date: September 1, 1998
First Distribution Date: July 25, 1998Initial Certificate
Balance of this Certificate:
$-------------
Master Servicer: Residential Funding
Corporation.
Assumed Final Distribution Date:
September 25, 2013
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 1998-QS13
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
C-2
<PAGE>
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 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
C-3
<PAGE>
and the Master Servicer with respect to the permissibility of such transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section 4975 of the Internal Revenue Code (the "Code") and stating, among
other things, that the transferee's acquisition of a Class B Certificate will
not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, either stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan, or stating that the transferee is an insurance company, the
source of funds to be used by it to purchase the Certificate is an "insurance
company general account" (within the meaning of Department of Labor Prohibited
Transaction Class Exemption ("PTCE") 95-60), and the purchase is being made in
reliance upon the availability of the exemptive relief afforded under Sections I
and III of PTCE 95-60.
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage 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
C-4
<PAGE>
registration of transfer at the offices or agencies appointed by the Trustee in
the City and State of New York, duly endorsed by, or accompanied by an
assignment in the form below or other written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the
Holder hereof or such Holder's attorney duly authorized in writing, and
thereupon one or more new Certificates of authorized denominations evidencing
the same Class and aggregate Percentage Interest will be issued to the
designated transferee or transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
C-5
<PAGE>
C-6
<PAGE>
IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed.
Dated: BANKERS TRUST COMPANY,
as Trustee
By:
Authorized Signatory
CERTIFICATE OF AUTHENTICATION
This is one of the Class B-__ Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
<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
<PAGE>
TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER OF THIS
CERTIFICATE BY ACCEPTANCE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE
CONSENTED TO THE PROVISIONS OF THIS PARAGRAPH.
Certificate No. ____. [____%]Pass-Through Rate
Class R-__ Subordinate
Aggregate Initial Principal Balance of the Class R
Certificates: $100.00
Date of Pooling and Sevicing Agreement
and Cut-off Date: September 1, 1998
First Distribution Date: July 25, 1998Initial Certificate Balance
of this Certificate:
$-------------
Master Servicer: Residential Funding Percentage Interest: %
Corporation.
Assumed Final Distribution Date: CUSIP 76110F-
September 25, 2013
MORTGAGE ASSET-BACKED PASS-THROUGH CERTIFICATE,
SERIES 1998-QS13
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"),
<PAGE>
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 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
D-3
<PAGE>
and the Master Servicer with respect to the permissibility of such transfer
under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"),
and Section 4975 of the Internal Revenue Code (the "Code") and stating, among
other things, that the transferee's acquisition of a Class R Certificate will
not constitute or result in a non-exempt prohibited transaction under Section
406 of ERISA or Section 4975 of the Code or (ii) a representation letter, in the
form as described by the Agreement, stating that the transferee is not an
employee benefit or other plan subject to the prohibited transaction provisions
of ERISA or Section 4975 of the Code (a "Plan"), or any other person (including
an investment manager, a named fiduciary or a trustee of any Plan) acting,
directly or indirectly, on behalf of or purchasing any Certificate with "plan
assets" of any Plan.
This Certificate is one of a duly authorized issue of Certificates issued
in several Classes designated as Mortgage 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
D-4
<PAGE>
new Certificates of authorized denominations evidencing the same Class and
aggregate Percentage Interest will be issued to the designated transferee or
transferees.
The Certificates are issuable only as registered Certificates without
coupons in Classes and in denominations specified in the Agreement. As provided
in the Agreement and subject to certain limitations therein set forth,
Certificates are exchangeable for new Certificates of authorized denominations
evidencing the same Class and aggregate Percentage Interest, as requested by the
Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Trustee may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
The Company, the Master Servicer, the Trustee and the Certificate
Registrar and any agent of the Company, the Master Servicer, the Trustee or the
Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Company, the
Master Servicer, the Trustee nor any such agent shall be affected by notice to
the contrary.
This Certificate shall be governed by and construed in accordance with the
laws of the State of New York.
The obligations created by the Agreement in respect of the Certificates
and the Trust Fund created thereby shall terminate upon the payment to
Certificateholders of all amounts held by or on behalf of the Trustee and
required to be paid to them pursuant to the Agreement following the earlier of
(i) the maturity or other liquidation of the last Mortgage Loan subject thereto
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan and (ii) the purchase by the Master Servicer or
the Company from the Trust Fund of all remaining Mortgage Loans and all property
acquired in respect of such Mortgage Loans, thereby effecting early retirement
of the Certificates. The Agreement permits, but does not require, the Master
Servicer or the Company to (i) purchase at a price determined as provided in the
Agreement all remaining Mortgage Loans and all property acquired in respect of
any Mortgage Loan or (ii) purchase in whole, but not in part, all of the
Certificates from the Holders thereof; provided, that any such option may only
be exercised if the Pool Stated Principal Balance of the Mortgage Loans as of
the Distribution Date upon which the proceeds of any such purchase are
distributed is less than ten percent of the Cut-off Date Principal Balance of
the Mortgage Loans.
Reference is hereby made to the further provisions of this Certificate set
forth on the reverse hereof, which further provisions shall for all purpose have
the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the
Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.
D-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 R Certificates referred to in the
within-mentioned Agreement.
BANKERS TRUST COMPANY,
as Certificate Registrar
By:
Authorized Signatory
<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 September 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 September 1, 1998, relating
to the issuance of Residential Accredit Loans, Inc., Mortgage Asset-Backed
Pass-Through Certificates, Series 1998-QS13 (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
<PAGE>
Section 2.01. Custodian to Act as Agent; Acceptance of Mortgage Files. The
Custodian, as the duly appointed agent of the Trustee for these purposes,
acknowledges receipt of the Mortgage Files relating to the Mortgage Loans
identified on the schedule attached hereto (the "Mortgage Files") and declares
that it holds and will hold the Mortgage Files as agent for the Trustee, in
trust, for the use and benefit of all present and future Certificateholders.
Section 2.02. Recordation of Assignments. If any Mortgage File includes one
or more assignments to the Trustee of Mortgage Notes and related Mortgages that
have not been recorded, each such assignment shall be delivered by the Custodian
to the Company for the purpose of recording it in the appropriate public office
for real property records, and the Company, at no expense to the Custodian,
shall promptly cause to be recorded in the appropriate public office for real
property records each such assignment and, upon receipt thereof from such public
office, shall return each such assignment to the Custodian.
Section 2.03. Review of Mortgage Files.
(a) On or prior to the Closing Date, the Custodian shall deliver to the
Trustee an Initial Certification in the form annexed hereto as Exhibit One
evidencing receipt of a Mortgage File for each Mortgage Loan listed on the
Schedule attached hereto (the "Mortgage Loan Schedule").
(b) Within 45 days of the initial issuance of the Certificates, the
Custodian agrees, for the benefit of Certificateholders, to review, in
accordance with the provisions of Section 2.02 of the Pooling Agreement, each
Mortgage File, and shall deliver to the Trustee an Interim Certification in the
form annexed hereto as Exhibit Two to the effect that all documents required to
be delivered pursuant to Section 2.01(b) of the Pooling Agreement have been
executed and received and that such documents relate to the Mortgage Loans
identified on the Mortgage Loan Schedule, except for any exceptions listed on
Schedule A attached to such Interim Certification. In the event that any
Mortgage Note or Assignment of Mortgage has been delivered to the Custodian by
the Company in blank, the Custodian, upon the direction of the Company, shall
cause each such Mortgage Note to be endorsed to the Trustee and each such
Assignment of Mortgage to be completed in the name of the Trustee prior to the
date on which such Interim Certification is delivered to the Trustee. Within 45
days of receipt of the documents required to be delivered pursuant to Section
2.01(c) of the Pooling Agreement, the Custodian agrees, for the benefit of
Certificateholders, to review, in accordance with the provisions of Section 2.02
of the Pooling Agreement, each such document, and shall deliver to the Trustee
either (i) an Interim Certification in the form attached hereto as Exhibit Two
to the effect that all such documents relate to the Mortgage Loans identified on
the Mortgage Loan Schedule, except for any exceptions listed on Schedule A
attached to such Interim Certification or (ii) a Final Certification as set
forth in subsection (c) below. The Custodian shall be under no duty or
obligation to inspect, review or examine said documents, instruments,
certificates or other papers to determine that the same are genuine,
enforceable, or appropriate for the represented purpose or that they have
actually been recorded or that they are other than what they purport to 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
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<PAGE>
Servicing Officer, that the Master Servicer or a Sub-Servicer, as the case may
be, has made a deposit into the Certificate Account in payment for the purchase
of the related Mortgage Loan in an amount equal to the Purchase Price for such
Mortgage Loan, the Custodian shall release to the Master Servicer the related
Mortgage File.
(c) Upon receipt of all documents required to be in the Mortgage Files the
Custodian shall deliver to the Trustee a Final Certification in the form annexed
hereto as Exhibit Three evidencing the completeness of the Mortgage Files.
Upon receipt of written request from the Trustee, the Custodian shall as
soon as practicable supply the Trustee with a list of all of the documents
relating to the Mortgage Loans then contained in the Mortgage Files.
Section 2.04. Notification of Breaches of Representations and Warranties.
Upon discovery by the Custodian of a breach of any representation or warranty
made by the Master Servicer or the Company as set forth in the Pooling Agreement
or by a Seller in a Seller's Agreement or by Residential Funding or the Company
in the Assignment Agreement with respect to a Mortgage Loan relating to a
Mortgage File, the Custodian shall give prompt written notice to the Company,
the Master Servicer and the Trustee.
Section 2.05. Custodian to Cooperate; Release of Mortgage Files. Upon the
repurchase or substitution of any Mortgage Loan pursuant to Article II of the
Pooling Agreement or payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full will be escrowed in a
manner customary for such purposes, the Master Servicer shall immediately notify
the Custodian by a certification (which certification shall include a statement
to the effect that all amounts received or to be received in connection with
such payment which are required to be deposited in the Custodial Account
pursuant to Section 3.07 of the Pooling Agreement have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage File. The Custodian agrees, upon receipt of such certification and
request, promptly to release to the Master Servicer the related Mortgage File.
The Master Servicer shall deliver to the Custodian and the Custodian agrees to
accept the Mortgage Note and other documents constituting the Mortgage File with
respect to any Qualified Substitute Mortgage Loan.
From time to time as is appropriate for the servicing or foreclosures of
any Mortgage Loan, including, for this purpose, collection under any Primary
Insurance Policy or any Mortgage Pool Insurance Policy, the Master Servicer
shall deliver to the Custodian a certificate of a Servicing Officer requesting
that possession of the Mortgage File be released to the Master Servicer and
certifying as to the reason for such release and that such release will not
invalidate any insurance coverage provided in respect of the Mortgage Loan under
any of the Required Insurance Policies. With such certificate, the Master
Servicer shall deliver to the Custodian a trust receipt signed by a Servicing
Officer on behalf of the Master Servicer, and upon receipt of the foregoing, the
Custodian shall deliver the Mortgage File to the Master Servicer. The Master
Servicer shall cause each Mortgage File so released to be returned to the
Custodian when the need therefor by the Master Servicer no longer exists, unless
(i) the Mortgage Loan has been liquidated and the Liquidation Proceeds relating
to the Mortgage Loan have
E-3
<PAGE>
been deposited in the Custodial Account or (ii) the Mortgage File or any
document therein has been delivered to an attorney, or to a public trustee or
other public official as required by law, for purposes of initiating or pursuing
legal action or other proceedings for the foreclosure of the Mortgaged Property
either judicially or non-judicially, and the Master Servicer has delivered to
the Custodian a certificate of a Servicing Officer certifying as to the name and
address of the Person to which such Mortgage File or such document was delivered
and the purpose or purposes of such delivery. In the event of the liquidation of
a Mortgage Loan, the Custodian shall deliver the Trust Receipt with respect
thereto to the Master Servicer upon deposit of the related Liquidation Proceeds
in the Custodial Account as provided in the Pooling Agreement. In addition, upon
the request of the Master Servicer, the Custodian will send to the Master
Servicer copies of any documents contained in the Mortgage File so requested.
Section 2.06. Assumption Agreements. In the event that any assumption
agreement or substitution of liability agreement is entered into with respect to
any Mortgage Loan subject to this Agreement in accordance with the terms and
provisions of the Pooling Agreement, the Master Servicer shall notify the
Custodian that such assumption or substitution agreement has been completed by
forwarding to the Custodian the original of such assumption or substitution
agreement, which shall be added to the related Mortgage File and, for all
purposes, shall be considered a part of such Mortgage File to the same extent as
all other documents and instruments constituting parts thereof.
ARTICLE III
Concerning the Custodian
Section 3.01. Custodian a Bailee and Agent of the Trustee. With respect to
each Mortgage Note, Mortgage and other documents constituting each Mortgage File
which are delivered to the Custodian, the Custodian is exclusively the bailee
and agent of the Trustee and has no instructions to hold any Mortgage Note or
Mortgage for the benefit of any person other than the Trustee, holds such
documents for the benefit of Certificateholders and undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement.
Except upon compliance with the provisions of Section 2.5 of this Agreement, no
Mortgage Note, Mortgage or other document constituting a part of a Mortgage File
shall be delivered by the Custodian to the Company or the Master Servicer or
otherwise released from the possession of the Custodian.
Section 3.02. Indemnification. The Company hereby agrees to indemnify and
hold the Custodian harmless from and against all claims, liabilities, losses,
actions, suits or proceedings at law or in equity, or any other expenses, fees
or charges of any character or nature, which the Custodian may incur or with
which the Custodian may be threatened by reason of its acting as custodian under
this Agreement, including indemnification of the Custodian against any and all
expenses, including attorney's fees if counsel for the Custodian has been
approved by the Company, and the cost of defending any action, suit or
proceedings or resisting any claim. Notwithstanding the foregoing, it is
specifically understood and agreed that in the event any such claim, liability,
loss, action, suit or proceeding or other expense, fee or charge shall have been
caused by reason of any negligent act, negligent failure to act or willful
misconduct on the part of the Custodian, or which shall constitute a willful
breach of its duties hereunder, the indemnification provisions of this Agreement
shall not apply.
E-4
<PAGE>
Section 3.03. Custodian May Own Certificates. The Custodian in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights it would have if it were not Custodian.
Section 3.04. Master Servicer to Pay Custodian's Fees and Expenses. The
Master Servicer covenants and agrees to pay to the Custodian from time to time,
and the Custodian shall be entitled to, reasonable compensation for all services
rendered by it in the exercise and performance of any of the powers and duties
hereunder of the Custodian, and the Master Servicer will pay or reimburse the
Custodian upon its request for all reasonable expenses, disbursements and
advances incurred or made by the Custodian in accordance with any of the
provisions of this Agreement (including the reasonable compensation and the
expenses and disbursements of its counsel and of all persons not regularly in
its employ), except any such expense, disbursement or advance as may arise from
its negligence or bad faith.
Section 3.05. Custodian May Resign; Trustee May Remove Custodian. The
Custodian may resign from the obligations and duties hereby imposed upon it as
such obligations and duties relate to its acting as Custodian of the Mortgage
Loans. Upon receiving such notice of resignation, the Trustee shall either take
custody of the Mortgage Files itself and give prompt notice thereof to the
Company, the Master Servicer and the Custodian, or promptly appoint a successor
Custodian by written instrument, in duplicate, one copy of which instrument
shall be delivered to the resigning Custodian and one copy to the successor
Custodian. If the Trustee shall not have taken custody of the Mortgage Files and
no successor Custodian shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Custodian may petition any court of competent jurisdiction for the
appointment of a successor Custodian.
The Trustee may remove the Custodian at any time. In such event, the
Trustee shall appoint, or petition a court of competent jurisdiction to appoint,
a successor Custodian hereunder. Any successor Custodian shall be a depository
institution subject to supervision or examination by federal or state authority
and shall be able to satisfy the other requirements contained in Section 3.7 and
shall be unaffiliated with the Master Servicer or the Company.
Any resignation or removal of the Custodian and appointment of a successor
Custodian pursuant to any of the provisions of this Section 3.5 shall become
effective upon acceptance of appointment by the successor Custodian. The Trustee
shall give prompt notice to the Company and the Master Servicer of the
appointment of any successor Custodian. No successor Custodian shall be
appointed by the Trustee without the prior approval of the Company and the
Master Servicer.
Section 3.06. Merger or Consolidation of Custodian. Any Person into which
the Custodian may be merged or converted or with which it may be consolidated,
or any Person resulting from any merger, conversion or consolidation to which
the Custodian shall be a party, or any Person succeeding to the business of the
Custodian, shall be the successor of the Custodian hereunder, without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, anything herein to the contrary notwithstanding.
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<PAGE>
Section 3.07. Representations of the Custodian. The Custodian hereby
represents that it is a depository institution subject to supervision or
examination by a federal or state authority, has a combined capital and surplus
of at least $10,000,000 and is qualified to do business in the jurisdictions in
which it will hold any Mortgage File.
ARTICLE IV
Miscellaneous Provisions
Section 4.01. Notices. All notices, requests, consents and demands and
other communications required under this Agreement or pursuant to any other
instrument or document delivered hereunder shall be in writing and, unless
otherwise specifically provided, may be delivered personally, by telegram or
telex, or by registered or certified mail, postage prepaid, return receipt
requested, at the addresses specified on the signature page hereof (unless
changed by the particular party whose address is stated herein by similar notice
in writing), in which case the notice will be deemed delivered when received.
Section 4.02. Amendments. No modification or amendment of or supplement to
this Agreement shall be valid or effective unless the same is in writing and
signed by all parties hereto, and neither the Company, the Master Servicer nor
the Trustee shall enter into any amendment hereof except as permitted by the
Pooling Agreement. The Trustee shall give prompt notice to the Custodian of any
amendment or supplement to the Pooling Agreement and furnish the Custodian with
written copies thereof.
Section 4.03. Governing Law. This Agreement shall be deemed a contract made
under the laws of the State of New York and shall be construed and enforced in
accordance with and governed by the laws of the State of New York.
Section 4.04. Recordation of Agreement. To the extent permitted by
applicable law, this Agreement is subject to recordation in all appropriate
public offices for real property records in all the counties or other comparable
jurisdictions in which any or all of the properties subject to the Mortgages are
situated, and in any other appropriate public recording office or elsewhere,
such recordation to be effected by the Master Servicer and at its expense on
direction by the Trustee (pursuant to the request of holders of Certificates
evidencing undivided interests in the aggregate of not less than 25% of the
Trust Fund), but only upon direction accompanied by an Opinion of Counsel
reasonably satisfactory to the Master Servicer to the effect that the failure to
effect such recordation is likely to materially and adversely affect the
interests of the Certificateholders.
For the purpose of facilitating the recordation of this Agreement as
herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.
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<PAGE>
Section 4.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then such covenants, agreements, provisions or
terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the holders thereof.
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<PAGE>
IN WITNESS WHEREOF, this Agreement is executed as of the date first above
written.
Address: BANKERS TRUST COMPANY,
3 Park Plaza as Trustee
Irvine, California 92614
Attention: Residential Accredit Loans, Inc.
Series 1998-QS13
By:
Name:
Title:
Address: RESIDENTIAL ACCREDIT LOANS, INC.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title: Vice President
Address: RESIDENTIAL FUNDING
8400 Normandale Lake Boulevard CORPORATION, as Master Servicer
Suite 600
Minneapolis, Minnesota 55437
By:
Name:
Title: Director
<PAGE>
Address: NORWEST BANK MINNESOTA,
401 Second Avenue South NATIONAL ASSOCIATION
Minneapolis, Minnesota 55479
By:
Name:
Title:
<PAGE>
STATE OF )
) ss.:
COUNTY OF )
On the 29th day of September , 1998, before me, a notary public in and for
said State, personally appeared _______________________, known to me to be a
______________ of 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of September , 1998, before me, a notary public in and for
said State, personally appeared ___________________, 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]
<PAGE>
STATE OF MINNESOTA )
) ss.:
COUNTY OF HENNEPIN )
On the 29th day of September , 1998, before me, a notary public in and for
said State, personally appeared ________________, 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 September , 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>
EXHIBIT ONE
FORM OF CUSTODIAN
INITIAL CERTIFICATION
September 29, 1998
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Accredit Loans, Inc., Series 1998-QS13
Re: Custodial Agreement dated as of September 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-QS13
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement,
and subject to Section 2.02 of the Pooling Agreement, the undersigned, as
Custodian, hereby certifies that it has received a Mortgage File (which contains
an original Mortgage Note) to the extent required in Section 2.01(b) of the
Pooling Agreement with respect to each Mortgage Loan listed in the Mortgage Loan
Schedule.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT TWO
FORM OF CUSTODIAN INTERIM CERTIFICATION
________________ ____, 1998
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Accredit Loans, Inc., Series 1998-QS13
Re: Custodial Agreement dated as of September 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-QS13
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement,
the undersigned, as Custodian, hereby certifies that it has received a Mortgage
File to the extent required pursuant to Section 2.01(b) of the Pooling Agreement
with respect to each Mortgage Loan listed in the Mortgage Loan Schedule, and it
has reviewed the Mortgage File and the Mortgage Loan Schedule and has determined
that: all required documents have been executed and received and that such
documents related to the Mortgage Loans identified on the Mortgage Loan
Schedule, with any exceptions listed on Schedule A attached hereto.
Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Custodial Agreement.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By:
Name:
Title:
<PAGE>
EXHIBIT THREE
FORM OF CUSTODIAN FINAL CERTIFICATION
________________ ____, 1998
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Accredit Loans, Inc., Series 1998-QS13
Re: Custodial Agreement dated as of September 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-QS13
Ladies and Gentlemen:
In accordance with Section 2.3 of the above-captioned Custodial Agreement,
the undersigned, as Custodian, hereby certifies that it has received a Mortgage
File with respect to each Mortgage Loan listed in the Mortgage Loan Schedule
containing (I) with respect to each such Mortgage Loan (other than a Cooperative
Loan):
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person
endorsing it to the Trustee or an original lost note affidavit
from the related Seller or Residential Funding stating that
the original Mortgage Note was lost, misplaced or destroyed,
together with a copy of the related Mortgage Note;
(ii) The original Mortgage with evidence of recording indicated
thereon or a copy of the Mortgage certified by the public
recording office in which such mortgage has been recorded;
(iii) An original Assignment of the Mortgage to the Trustee with
evidence of recording indicated thereon or a copy of such
assignment certified by the public recording office in which
such assignment has been recorded;
<PAGE>
(iv) With respect to each Mortgage Loan other than a Cooperative
Loan, the original recorded assignment or assignments of the
Mortgage showing an unbroken chain of title from the
originator thereof to the Person assigning it to the Trustee
or a copy of such assignment or assignments of the Mortgage
certified by the public recording office in which such
assignment or assignments have been recorded; and
(v) The original of each modification, assumption agreement or
preferred loan agreement, if any, relating to such Mortgage
Loan or a copy of each modification, assumption agreement or
preferred loan agreement certified by the public recording
office in which such document has been recorded;
and (II) with respect to each Cooperative Loan so assigned:
(i) The original Mortgage Note, endorsed without recourse to the
order of the Trustee and showing an unbroken chain of
endorsements from the originator thereof to the Person
endorsing it to the Trustee, or with respect to any Destroyed
Mortgage Note, an original lost note affidavit from the
related Seller or Residential Funding stating that the
original Mortgage Note was lost, misplaced or destroyed,
together with a copy of the related Mortgage Note;
(ii) A counterpart of the Cooperative Lease and the Assignment of
Proprietary Lease to the originator of the Cooperative Loan
with intervening assignments showing an unbroken chain of
title from such originator to the Trustee;
(iii) The related Cooperative Stock Certificate, representing the
related Cooperative Stock pledged with respect to such
Cooperative Loan, together with an undated stock power (or
other similar instrument) executed in blank;
(iv) The original recognition agreement by the Cooperative of the
interests of the mortgagee with respect to the related
Cooperative Loan;
(v) The Security Agreement;
(vi) Copies of the original UCC-1 financing statement, and any
continuation statements, filed by the originator of such
Cooperative Loan as secured party, each with evidence of
recording thereof, evidencing the interest of the originator
under the Security Agreement and the Assignment of Proprietary
Lease;
(vii) Copies of the filed UCC-3 assignments of the security interest
referenced in clause (vi) above showing an unbroken chain of
title from the originator to the Trustee, each with evidence
of recording thereof, evidencing the interest of the
originator under the Security Agreement and the Assignment of
Proprietary Lease;
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<PAGE>
(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.
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 F
MORTGAGE LOAN SCHEDULE
1
RUN ON : 10/02/98 RFC DISCLOSURE SYSTEM RFFSD177-01
AT : 10.30.49 FIXED RATE LOAN LISTING AMORTIZED BALANCE
SERIES : MULTIPLE POOLS CUTOFF : 09/01/98
POOL : 0004322 0004327
:
:
POOL STATUS:
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 #
______________________________________________________________________________
1417655 766/K01 F 55,000.00 ZZ
180 48,350.09 1
6850 N.W. 173 DRIVE 8.875 553.76 84
#104 8.625 553.76 66,000.00
MIAMI FL 33015 2 05/24/95 01
0459904876 01 07/01/95 12
95SG226 N 06/01/10
0
1552743 526/G02 F 90,950.00 T
180 85,660.00 1
2842 PICADILLY CIRCLE 9.000 922.48 70
8.750 922.48 129,990.00
KISSIMMEE FL 34747 1 12/03/96 00
0430132530 05 02/01/97 0
159308 O 01/01/12
0
1553728 129/G02 F 36,400.00 ZZ
180 34,268.20 1
11711 MEMORIAL DRIVE 8.625 361.12 65
8.375 361.12 56,000.00
HOUSTON TX 77024 1 12/02/96 00
0430135558 01 02/01/97 0
3800017950 N 01/01/12
0
1554866 470/G02 F 51,000.00 ZZ
180 48,358.87 1
355 EAST 10TH AVENUE 8.750 509.72 85
8.500 509.72 60,000.00
CHICO CA 95926 1 02/10/97 04
0430153189 05 04/01/97 12
1
18016669 N 03/01/12
0
1555421 F41/G02 F 63,200.00 ZZ
180 56,416.63 1
52 CUMMINGS ROAD #1 8.500 622.36 44
8.250 622.36 144,000.00
BRIGHTON MA 02146 2 03/14/97 00
0430187336 01 05/01/97 0
36533 O 04/01/12
0
1576723 661/661 F 62,000.00 ZZ
180 58,515.29 1
703 DOVER 7.750 583.60 100
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CHAMPAIGN IL 61820 1 02/14/97 92
2822823 05 04/01/97 30
2822823 O 03/01/12
0
1583778 638/G02 F 260,000.00 ZZ
180 249,585.29 1
55 MARTINDALE ROAD 9.500 2,714.98 65
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MILLBURN NJ 07078 1 05/30/97 00
0430257873 05 07/01/97 0
08622938 N 06/01/12
0
1586597 180/G02 F 80,900.00 ZZ
180 79,753.49 1
1460 FISK DRIVE 8.375 790.74 80
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NEW CASTLE IN 47362 5 03/19/98 00
0430807412 05 05/01/98 0
4969689 O 04/01/13
0
1603358 H22/G02 F 189,000.00 ZZ
180 182,917.64 3
88 06 188TH STREET 8.250 1,833.57 75
8.000 1,833.57 252,000.00
HOLLIS NY 11423 2 08/26/97 00
0430377945 05 11/01/97 0
9706009 N 10/01/12
0
1
1607695 129/G02 F 106,200.00 ZZ
180 102,218.02 3
46 FERRY ST 8.625 1,053.59 90
8.375 1,053.59 118,000.00
EVERETT MA 02148 1 08/18/97 04
0430434118 05 10/01/97 25
3500005420 N 09/01/12
0
1612261 375/G02 F 63,000.00 ZZ
180 60,929.11 1
3733 W SOLAR DRIVE 8.000 602.07 72
7.750 602.07 88,400.00
PHOENIX AZ 85051 5 09/09/97 00
0430617977 05 11/01/97 0
675197 O 10/01/12
0
1631425 H35/G02 F 85,000.00 ZZ
180 82,293.37 1
1750 W 62 STREET 8.375 830.82 52
8.125 830.82 166,000.00
HIALEAH FL 33012 2 09/25/97 00
0430486951 05 11/01/97 0
0000 O 10/01/12
0
1633911 225/225 F 159,600.00 ZZ
180 154,036.39 1
299 KALB AVENUE 7.875 1,513.73 70
7.625 1,513.73 228,000.00
FRANKLIN SQUARE NY 11010 2 11/04/97 00
8064233 05 12/01/97 0
8064233 N 11/01/12
0
1635822 229/G02 F 157,800.00 ZZ
180 153,780.94 4
3541-47 NE INDEPENDENCE CIRCLE 8.750 1,577.14 69
8.500 1,577.14 230,000.00
LEE'S SUMMIT MO 64064 2 12/30/97 00
0430577031 05 02/01/98 0
7641327 N 01/01/13
0
1640742 K13/G02 F 197,000.00 ZZ
180 191,098.27 1
1930 BEVERLY GLEN UNIT 203 8.125 1,896.88 69
7.875 1,896.88 287,000.00
1
LOS ANGELES CA 90025 2 10/23/97 00
0430496513 01 12/01/97 0
9710005 O 11/01/12
0
1643519 891/G02 F 70,000.00 ZZ
174 69,325.06 1
14 EVERGREEN DRIVE 7.500 661.08 37
7.250 661.08 190,000.00
GOLDENDALE WA 98620 4 05/26/98 00
0430970699 05 07/01/98 0
970905191 O 12/01/12
0
1649034 253/253 F 170,000.00 ZZ
180 164,718.85 1
1005 PARK AVE 7.500 1,575.93 46
7.250 1,575.93 371,000.00
PARK CITY UT 84060 5 10/15/97 00
902400 05 12/01/97 0
902400 N 11/01/12
0
1663474 369/G02 F 31,500.00 ZZ
180 29,797.07 1
2195 N MAPLE STREET 8.625 312.51 87
8.375 312.51 36,500.00
DECATUR IL 62526 1 10/31/97 01
0430523878 05 12/01/97 25
49011646 N 11/01/12
0
1671619 637/G02 F 155,000.00 ZZ
180 151,589.31 1
2313 EAST 4000 NORTH 7.250 1,414.94 69
7.000 1,414.94 225,000.00
FILER ID 83328 5 01/16/98 00
0430672386 05 03/01/98 0
8256828 O 02/01/13
0
1671848 624/G02 F 153,000.00 ZZ
180 149,221.48 1
9493 PALISADE COURT 7.500 1,418.33 85
7.250 1,418.33 180,000.00
LITTLETON CO 80126 5 12/15/97 01
0430543082 03 02/01/98 6
73011570523F O 01/01/13
0
1
1672134 B75/G02 F 299,500.00 ZZ
180 287,103.52 1
4627 CHATSWORTH WAY 7.500 2,776.40 89
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ELLICOTT CITY MD 21043 2 12/02/97 11
0430634584 05 02/01/98 12
7191315 O 01/01/13
0
1672613 B75/G02 F 88,000.00 ZZ
180 86,203.28 1
21935 STANDING ROCK AVENUE 8.125 847.34 74
7.875 847.34 120,000.00
APPLE VALLEY CA 92307 5 01/07/98 00
0430872739 05 03/01/98 0
7219892 O 02/01/13
0
1679673 229/G02 F 62,000.00 ZZ
180 60,747.73 1
14159 O STREET 8.250 601.49 80
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OMAHA NE 68137 1 01/29/98 00
0430627224 05 03/01/98 0
7736713 N 02/01/13
0
1679681 229/G02 F 61,550.00 ZZ
180 60,306.78 1
14205 KARL STREET 8.250 597.13 80
8.000 597.13 76,990.00
OMAHA NE 68137 1 01/19/98 00
0430625855 05 03/01/98 0
7751272 N 02/01/13
0
1680596 E84/G02 F 60,000.00 ZZ
180 58,549.37 1
1613 FOX RUN DRIVE 7.750 564.77 30
7.500 564.77 201,513.00
ARLINGTON HEIGH IL 60004 5 12/29/97 00
0430727412 03 02/01/98 0
PS700295 O 01/01/13
0
1680932 772/G02 F 430,000.00 ZZ
180 421,914.38 1
1
51214 E ARNOLD 7.250 3,925.31 62
GRAND BEACH 7.000 3,925.31 701,000.00
NEW BUFFALO MI 49117 2 02/17/98 00
0430819268 05 04/01/98 0
74300454 O 03/01/13
0
1681259 976/976 F 40,000.00 ZZ
180 38,954.03 1
2408 FOREST HOME 8.250 388.06 80
8.000 388.06 50,000.00
RIVERSIDE OH 45404 5 11/26/97 00
785275 05 01/01/98 0
785275 N 12/01/12
0
1683027 H22/G02 F 156,000.00 ZZ
180 155,115.13 2
45-03 23RD AVENUE 8.250 1,513.42 63
8.000 1,513.42 248,000.00
ASTORIA NY 11105 2 06/12/98 00
0430857466 05 08/01/98 0
9801021 N 07/01/13
0
1685111 G31/G02 F 216,800.00 ZZ
180 213,018.82 2
176 BROOKSIDE AVENUE 8.125 2,087.53 80
7.875 2,087.53 271,000.00
MOUNT VERNON NY 10552 2 02/13/98 00
0430637785 05 04/01/98 0
1091 O 03/01/13
0
1685393 E22/G02 F 76,500.00 ZZ
120 73,467.83 1
546 59TH STREET 8.625 953.61 90
8.375 953.61 85,000.00
WEST NEW YORK NJ 07093 1 01/08/98 04
0410635247 05 03/01/98 25
410635247 N 02/01/08
0
1686330 E22/G02 F 153,750.00 ZZ
180 150,402.57 1
53 MELROSE DRIVE 7.375 1,414.38 75
7.125 1,414.38 205,000.00
MISSION VIEJO CA 92692 5 01/20/98 00
0410657829 01 03/01/98 0
1
410657829 O 02/01/13
0
1686473 E22/G02 F 157,250.00 ZZ
180 154,004.66 1
3429 BUCHANAN STREET 8.000 1,502.76 85
7.750 1,502.76 185,000.00
HOLLYWOOD FL 33021 5 01/14/98 04
0410676746 05 03/01/98 12
410676746 O 02/01/13
0
1686865 L04/G02 F 130,500.00 ZZ
180 128,297.04 4
1835-41 IRVING STREET 8.500 1,285.09 90
8.250 1,285.09 145,000.00
DENVER CO 80204 1 02/23/98 04
0430771105 05 04/01/98 30
1686865 N 03/01/13
0
1687398 757/G02 F 150,000.00 ZZ
180 147,297.68 1
25 BRAMBLEWOOD DRIVE 7.750 1,411.92 72
7.500 1,411.92 210,000.00
ROME GA 30165 5 01/28/98 00
0430665034 05 04/01/98 0
3330677 O 03/01/13
0
1688039 624/G02 F 81,700.00 ZZ
180 80,320.31 1
34 EEAST 700 NORTH #1 8.500 804.53 75
8.250 804.53 109,000.00
PROVO UT 84606 1 02/17/98 00
0430635193 01 04/01/98 0
67047782013 N 03/01/13
0
1688041 E57/G02 F 136,500.00 ZZ
180 134,067.30 1
111 SUNSET DRIVE 7.875 1,294.63 70
7.625 1,294.63 195,000.00
ANNAPOLIS MD 21403 5 02/18/98 00
0430668301 05 04/01/98 0
16142010000 O 03/01/13
0
1
1688297 705/G02 F 155,500.00 ZZ
180 152,728.49 1
3016 BELTAGH AVENUE 7.875 1,474.84 64
7.625 1,474.84 245,000.00
WANTAGH NY 11793 5 02/26/98 00
0430674838 05 04/01/98 0
98030774 O 03/01/13
0
1691242 B64/G02 F 104,000.00 ZZ
180 102,999.19 1
1341 MARLOW STREET 6.875 927.53 80
6.625 927.53 130,000.00
ALLENTOWN PA 18103 2 05/26/98 00
0430850172 05 07/01/98 0
00061857 O 06/01/13
0
1693277 074/G02 F 153,750.00 ZZ
180 150,257.83 4
742 DARBY 6.875 1,371.23 75
6.625 1,371.23 205,000.00
HELENA MT 59601 1 01/28/98 00
0430643411 05 03/01/98 0
1497020230 N 02/01/13
0
1693517 830/G02 F 65,000.00 ZZ
180 63,569.73 1
1511 EAST 29TH AVENUE 7.250 593.36 73
7.000 593.36 90,000.00
SPOKANE WA 99203 5 01/28/98 00
0430639518 05 03/01/98 0
534046 O 02/01/13
0
1694280 K15/G02 F 260,000.00 ZZ
180 252,154.09 1
2538 RIVER TREE CIRCLE 7.250 2,373.45 58
7.000 2,373.45 450,000.00
SANFORD FL 32771 5 02/27/98 00
0430667691 03 04/01/98 0
624937 O 03/01/13
0
1695005 A80/G02 F 83,200.00 ZZ
180 81,684.92 3
1036 SW 2ND STREET 7.625 777.20 65
7.375 777.20 128,000.00
1
MIAMI FL 33130 5 02/26/98 00
0430667733 05 04/01/98 0
9816260 N 03/01/13
0
1695893 593/593 F 82,500.00 T
180 80,296.10 1
255 MAIN STREET #26 8.000 788.42 54
7.750 788.42 155,000.00
PARK CITY UT 84060 2 11/26/97 00
6521389 20 01/01/98 0
6521389 O 12/01/12
0
1696886 623/G02 F 61,700.00 ZZ
180 61,010.62 2
5380 5382 CALEB DRIVE 7.250 563.24 60
7.000 563.24 104,000.00
DUNLIN OH 43220 2 05/20/98 00
0430989061 04 07/01/98 0
0961371 N 06/01/13
0
1698579 375/G02 F 150,000.00 ZZ
180 145,719.22 2
107 NORTH PIEDMONT AVENUE 8.500 1,477.11 63
8.250 1,477.11 240,000.00
CHARLOTTESVILLE VA 22903 2 10/22/97 00
0430638775 05 12/01/97 0
677854 N 11/01/12
0
1698745 B75/G02 F 93,750.00 ZZ
180 92,377.22 1
3911 ANGORA PLACE 8.000 895.92 75
7.750 895.92 125,000.00
DULUTH GA 30136 1 03/17/98 00
0430719237 05 05/01/98 0
7589849 N 04/01/13
0
1698824 998/998 F 191,250.00 ZZ
180 187,537.31 1
1516 PACIFIC COAST HIGHWAY 6.875 1,705.68 75
6.625 1,705.68 255,000.00
HUNTINGTON BEAC CA 92648 2 01/30/98 00
9199945685 01 04/01/98 0
9199945685 O 03/01/13
0
1
1698905 B75/G02 F 141,200.00 ZZ
180 138,737.35 1
7409 EAST COLONY DRIVE 8.125 1,359.59 80
7.875 1,359.59 176,510.00
NASHVILLE TN 37221 1 02/17/98 00
0430638296 05 04/01/98 0
7244312 O 03/01/13
0
1698976 661/661 F 142,511.00 ZZ
180 139,170.70 1
601 EAST 32ND STREET UNIT 301 6.500 1,241.42 100
6.250 1,241.42 142,986.00
CHICAGO IL 60616 1 01/15/98 92
3074267 01 03/01/98 30
3074267 O 02/01/13
0
1698978 661/661 F 309,500.00 ZZ
180 302,617.11 1
3611 AMHERST 7.125 2,803.55 100
6.875 2,803.55 309,500.00
HOUSTON TX 77005 1 01/06/98 92
3197027 05 03/01/98 30
3197027 O 02/01/13
0
1698986 661/661 F 214,000.00 ZZ
180 208,658.71 1
628 BAYCLIFF ROAD 7.375 1,968.64 63
7.125 1,968.64 345,000.00
GULF BREEZE FL 32561 2 12/10/97 00
3124880 05 02/01/98 0
3124880 O 01/01/13
0
1699552 E22/G02 F 60,000.00 ZZ
180 58,930.67 1
1279 DEGROVE RD 7.875 569.07 50
7.625 569.07 122,000.00
JACKSONVILLE FL 32259 5 02/09/98 00
0410692016 05 04/01/98 0
410692016 O 03/01/13
0
1699763 098/G02 F 116,000.00 ZZ
180 114,523.20 1
1
24 HOLLY AVENUE 7.000 1,042.65 60
6.750 1,042.65 195,000.00
MINEOLA NY 11501 2 04/29/98 00
0430840975 05 06/01/98 0
985125009 O 05/01/13
0
1700532 E73/G02 F 73,500.00 ZZ
180 72,339.38 1
3101 OXFORD VALLEY ROAD 7.125 665.79 85
UNIT #212 6.875 665.79 87,000.00
LEVITTOWN PA 19057 2 03/17/98 10
0430708776 01 05/01/98 12
7000042110 N 04/01/13
0
1701358 003/G02 F 68,000.00 ZZ
180 66,788.06 1
3101 SW 22 STREET 7.875 644.95 85
7.625 644.95 80,000.00
FORT LAUDERDALE FL 33312 2 02/26/98 10
0430675124 05 04/01/98 12
0010436707 N 03/01/13
0
1701531 B91/G02 F 103,700.00 ZZ
180 101,598.22 1
14589 BLUEBELL DRIVE 7.250 946.64 61
7.000 946.64 170,000.00
CHINO HILLS CA 91709 5 02/23/98 00
0430668764 05 04/01/98 0
1000008866 O 03/01/13
0
1701951 H34/G02 F 94,000.00 ZZ
180 92,499.75 4
212 CLAY STREET 7.000 844.90 90
6.750 844.90 104,500.00
PINEVILLE MO 64856 1 03/30/98 01
0430725515 05 05/01/98 25
NA N 04/01/13
0
1701988 757/G02 F 55,200.00 ZZ
180 54,180.94 1
3306 HOLLOW LANE 7.875 523.55 80
7.625 523.55 69,000.00
LAWRENCEVILLE GA 30044 1 02/26/98 00
0430675173 05 04/01/98 0
1
3220290 N 03/01/13
0
1702014 225/225 F 81,600.00 ZZ
180 80,365.66 1
818 NE 115TH TERRACE 7.625 762.25 85
7.375 762.25 96,000.00
KANSAS CITY MO 64155 5 03/16/98 04
7007281 05 05/01/98 12
7007281 O 04/01/13
0
1702517 638/G02 F 49,600.00 ZZ
180 48,712.50 1
2946 1ST LANE 7.875 470.43 80
7.625 470.43 62,000.00
VERO BEACH FL 32968 2 02/18/98 00
0430664482 05 04/01/98 0
8707884 N 03/01/13
0
1702695 225/225 F 136,000.00 ZZ
180 133,802.00 1
14555 BROWNSVILLE HWY NE 7.125 1,231.94 80
6.875 1,231.94 170,000.00
POULSBO WA 98370 5 03/18/98 00
7007038 05 05/01/98 0
7007038 O 04/01/13
0
1703578 830/G02 F 72,000.00 ZZ
180 70,688.90 1
7527 FARM GATE DRIVE 7.625 672.57 80
7.375 672.57 90,000.00
CHARLOTTE NC 28215 5 02/23/98 00
0430691444 05 04/01/98 0
533489 O 03/01/13
0
1704595 638/G02 F 62,000.00 ZZ
180 60,953.38 2
2441-2443 PIONEER AVENUE 8.500 610.54 90
8.250 610.54 68,900.00
PITTSBURG PA 15226 1 02/27/98 10
0430665950 05 04/01/98 20
8701096 N 03/01/13
0
1
1705365 638/G02 F 47,600.00 ZZ
180 46,751.68 1
20933 RIVERSHADOWS LANE 7.875 451.46 80
7.625 451.46 59,500.00
SPRING TX 77388 1 02/12/98 00
0430666149 03 04/01/98 0
8700150 N 03/01/13
0
1705529 E22/G02 F 191,800.00 ZZ
180 188,193.44 1
15 FIELEK TERRACE 7.250 1,750.87 80
7.000 1,750.87 241,000.00
SAYREVILLE NJ 08859 2 02/13/98 00
0410660344 05 04/01/98 0
410660344 O 03/01/13
0
1705650 K11/G02 F 156,950.00 ZZ
180 153,603.02 1
24 WILLOWLEAF DRIVE 7.875 1,488.60 67
7.625 1,488.60 236,000.00
LITTLETON CO 80127 5 03/13/98 00
0430688317 05 05/01/98 0
02004698 O 04/01/13
0
1706174 B75/G02 F 120,000.00 ZZ
180 117,907.10 1
8835 BYRON AVENUE 8.125 1,155.46 80
7.875 1,155.46 150,000.00
SURFSIDE FL 33154 2 02/23/98 00
0430670240 05 04/01/98 0
7328941 O 03/01/13
0
1707089 229/G02 F 130,500.00 ZZ
180 128,587.77 2
124 & 126 COWAN COURT 8.625 1,294.67 90
8.375 1,294.67 145,000.00
LONGVIEW WA 98632 1 03/24/98 10
0430911677 05 05/01/98 25
7835366 N 04/01/13
0
1707271 623/623 F 179,000.00 ZZ
180 173,599.89 1
2122 FROST ROAD 8.500 1,762.68 32
8.250 1,762.68 575,000.00
1
SCHAUMBURG IL 60195 5 11/10/97 00
951697 05 01/01/98 0
951697 O 12/01/12
0
1707292 623/623 F 81,900.00 ZZ
180 80,502.32 1
503 SILVER LAKE ROAD 8.375 800.51 90
8.125 800.51 91,000.00
CARY IL 60013 1 02/13/98 10
968732 05 04/01/98 25
968732 N 03/01/13
0
1707303 623/623 F 156,000.00 ZZ
180 151,316.04 1
616 SOUTH YORK ROAD 7.000 1,402.17 80
6.750 1,402.17 195,000.00
ELMHURST IL 60126 2 02/16/98 00
974791 05 04/01/98 0
974791 O 03/01/13
0
1707963 G15/G02 F 180,000.00 ZZ
180 178,394.28 1
434 CHARLES STREET 7.750 1,694.30 75
7.500 1,694.30 240,000.00
NEW MILFORD NJ 07646 5 05/14/98 00
0430818831 05 07/01/98 0
0000 O 06/01/13
0
1707964 G60/G02 F 43,000.00 ZZ
180 42,624.72 1
315 OWL BRIDGE ROAD 8.000 410.93 27
7.750 410.93 165,000.00
MILLERSVILLE PA 17551 1 05/14/98 00
0430807883 05 07/01/98 0
2200330 O 06/01/13
0
1707990 074/G02 F 82,000.00 ZZ
180 80,289.36 1
401 KILBORNE AVENUE 7.875 777.73 50
7.625 777.73 166,000.00
RENO NV 89509 5 01/29/98 00
0430697110 05 03/01/98 0
1253052950 O 02/01/13
0
1
1708149 575/G02 F 152,400.00 ZZ
180 149,594.87 1
6612 DENNY PLACE 7.500 1,412.77 60
7.250 1,412.77 254,000.00
MCLEAN VA 22101 2 02/25/98 00
0430782748 05 04/01/98 0
0006792055 N 03/01/13
0
1708440 E26/G02 F 281,600.00 ZZ
180 276,581.24 1
5407 HEATHERFORD COURT 7.875 2,670.84 80
7.625 2,670.84 352,000.00
FAIRFAX VA 22030 2 02/27/98 00
0430685255 03 04/01/98 0
44800053 O 03/01/13
0
1708563 E84/G02 F 59,500.00 ZZ
180 58,451.00 1
14204 ARGYLE ROAD 8.000 568.61 70
7.750 568.61 85,000.00
CALEDONIA IL 61011 2 02/05/98 00
0430737734 05 04/01/98 0
9700239 O 03/01/13
0
1708564 225/225 F 168,000.00 ZZ
120 164,129.94 1
795 EAST 18TH STREET 7.750 2,016.18 52
7.500 2,016.18 325,000.00
BROOKLYN NY 11215 5 04/29/98 00
7009589 05 06/01/98 0
7009589 O 05/01/08
0
1708642 A02/G02 F 76,500.00 ZZ
180 75,367.59 1
1633 NORTH ONEIDA LANE 7.875 725.56 31
7.625 725.56 249,000.00
MT PROSPECT IL 60056 2 03/20/98 00
0430734962 05 05/01/98 0
TRUSDA01980916C O 04/01/13
0
1708805 638/G02 F 156,000.00 ZZ
180 153,308.59 1
1
1040 & 1050 CARRISSA COURT 8.250 1,513.42 80
8.000 1,513.42 195,000.00
YUBA CITY CA 95991 2 02/20/98 00
0430674929 05 04/01/98 0
08708028 N 03/01/13
0
1709497 292/G02 F 132,000.00 ZZ
180 130,390.35 1
2103 MORNINGSIDE DRIVE 7.500 1,223.66 70
7.250 1,223.66 190,000.00
WYNNE AR 72396 5 04/24/98 00
0430844506 05 06/01/98 0
1352784 O 05/01/13
0
1709686 765/G02 F 298,000.00 ZZ
180 292,688.95 1
28191 JOSEFINA 7.875 2,826.39 79
7.625 2,826.39 380,000.00
MISSION VIEJO CA 92692 2 02/27/98 00
0430688192 03 04/01/98 0
106247 O 03/01/13
0
1710912 144/144 F 165,000.00 ZZ
180 164,421.79 1
ROUNDABEND RD (LOT 4 "WINDSOR 7.125 1,494.62 38
ESTATES 6.875 1,494.62 435,000.00
YORKTOWN NY 10591 2 07/15/98 00
160610493 05 09/01/98 0
160610493 O 08/01/13
0
1711153 286/286 F 300,000.00 ZZ
180 294,237.60 1
691 SOUTHBLUFF DR 7.000 2,696.49 84
6.750 2,696.49 360,000.00
WESTERVILLE OH 43082 2 02/04/98 10
8683235 05 04/01/98 12
8683235 O 03/01/13
0
1711432 E46/G02 F 90,000.00 ZZ
180 88,937.70 1
14 EVIO JOHN COURT 7.875 853.60 65
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UPPER TOWNSHIP NJ 08223 5 04/13/98 00
0430810580 05 06/01/98 0
1
28153 O 05/01/13
0
1711463 573/G02 F 104,000.00 ZZ
180 102,375.24 1
24003 FORSYTE STREET 7.250 949.38 80
7.000 949.38 130,000.00
MORENO VALLEY CA 92557 5 03/03/98 00
0430685040 05 05/01/98 0
123152 O 04/01/13
0
1711695 976/976 F 55,500.00 ZZ
180 54,341.69 1
316 VINE STREET 8.125 534.40 80
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FARIBORN OH 45324 2 01/12/98 00
5166449 05 03/01/98 0
5166449 N 02/01/13
0
1711771 375/G02 F 127,200.00 ZZ
180 124,602.94 1
416 GLENDALE ROAD 8.125 1,224.79 80
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LIBERTY MO 64068 5 01/20/98 00
0430681916 05 03/01/98 0
702154 O 02/01/13
0
1712127 B75/G02 F 300,000.00 ZZ
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45333 DEER POND LANE 8.125 2,888.65 78
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CALIFORNIA MD 20619 2 02/27/98 00
0430689851 05 04/01/98 0
7325293 O 03/01/13
0
1712911 976/976 F 83,700.00 ZZ
180 80,655.99 2
1020-1022 BAYARD AVENUE 8.000 799.89 75
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ST. PAUL MN 55102 2 02/25/98 00
5157753 05 04/01/98 0
5157753 N 03/01/13
0
1
1713028 E84/G02 F 165,000.00 ZZ
180 162,831.96 1
2511 WILDY ROAD 8.000 1,576.83 44
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MINOOKA IL 60447 5 05/26/98 00
0430860601 05 07/01/98 0
25980077 O 06/01/13
0
1713616 B75/G02 F 81,500.00 ZZ
180 80,319.49 1
1327 FORESTDALE DRIVE 8.125 784.75 85
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SALISBURY NC 28144 5 03/07/98 10
0430795849 05 05/01/98 25
7549066 O 04/01/13
0
1713632 B75/G02 F 125,600.00 ZZ
180 123,337.31 1
1440 HOLLEYBROOKE DRIVE 7.750 1,182.24 80
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ALPHARETTA GA 30004 1 02/27/98 00
0430709923 03 04/01/98 0
7321623 O 03/01/13
0
1714494 G08/G02 F 31,850.00 ZZ
180 31,220.49 1
1949 PINE ST 8.500 313.64 69
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BIRMINGHAM AL 35217 5 01/07/98 00
0430694281 05 03/01/98 0
0004970430 N 02/01/13
0
1714544 638/G02 F 82,500.00 ZZ
180 80,805.98 1
13 MIRACLE DRIVE 8.125 794.38 75
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MONROE TOWNSHIP NJ 08094 2 02/26/98 00
0430713966 05 04/01/98 0
08715842 O 03/01/13
0
1715334 907/G02 F 298,000.00 ZZ
180 295,907.68 1
14 WHITE BIRCH COURT 8.125 2,869.39 71
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NEW CITY NY 10956 2 06/02/98 00
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1715334 O 07/01/13
0
1715608 705/G02 F 69,000.00 ZZ
180 68,192.98 1
12 LEE PLACE 7.875 654.43 62
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AMITY HARBOR NY 11701 5 06/04/98 00
0430844258 05 08/01/98 0
98030199 O 07/01/13
0
1715967 B57/G02 F 153,600.00 ZZ
180 151,276.51 1
7141 EIGLEBERRY STREET 7.625 1,434.83 80
7.375 1,434.83 192,000.00
GILROY CA 95020 1 03/13/98 00
0430715094 05 05/01/98 0
9870023 N 04/01/13
0
1716058 E22/G02 F 82,000.00 ZZ
180 80,522.72 1
2034 WESTBROOKE TERRACE 7.750 771.85 85
7.500 771.85 96,500.00
NORMAN OK 73072 5 02/20/98 04
0410725154 05 04/01/98 12
410725154 O 03/01/13
0
1716529 E22/G02 F 153,600.00 ZZ
180 150,711.72 1
1304 HARVARD STREET 7.250 1,402.16 80
7.000 1,402.16 192,000.00
HOUSTON TX 77008 1 02/26/98 00
0410747653 05 04/01/98 0
410747653 O 03/01/13
0
1716826 B75/G02 F 39,000.00 ZZ
180 38,465.24 1
88 HINTON LOOP 8.750 389.78 69
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PETAL MS 39465 5 03/09/98 00
0430711812 05 05/01/98 0
7550031 N 04/01/13
0
1
1716837 L05/G02 F 30,900.00 T
180 30,531.29 1
1545 CARRIAGE BROOK 7.750 290.85 24
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WELLINGTON FL 33414 1 04/17/98 00
0430749291 05 06/01/98 0
7000839 O 05/01/13
0
1717117 227/G02 F 38,500.00 T
180 38,274.26 1
15 RESACA LANE 7.875 365.16 70
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BROWNSVILLE TX 78520 1 06/19/98 00
0430896019 05 08/01/98 0
1787426 O 07/01/13
0
1717238 E45/E45 F 83,900.00 ZZ
180 82,723.91 1
106 SPRINGVIEW TRAIL 8.500 826.20 80
8.250 826.20 104,900.00
LOGANVILLE GA 30052 1 03/11/98 00
36184 05 05/01/98 0
36184 N 04/01/13
0
1717306 A93/G02 F 117,000.00 ZZ
180 117,000.00 2
365 EAST 51ST STREET 8.625 1,160.74 90
8.375 1,160.74 130,000.00
BROOKLYN NY 11223 1 08/24/98 10
0430996595 07 10/01/98 25
02981797 N 09/01/13
0
1717598 B75/G02 F 81,000.00 ZZ
180 80,308.47 2
7267 A AND B ASHTON COURT 8.250 785.81 86
8.000 785.81 94,500.00
DOUGLASVILLE GA 30134 2 05/18/98 10
0430873992 05 07/01/98 30
26119743 N 06/01/13
0
1717604 180/G02 F 188,000.00 ZZ
180 185,632.18 1
1
ROUTE 3 BOX 322 7.125 1,702.96 36
6.875 1,702.96 525,000.00
CELINA TX 75009 2 04/24/98 00
0430845453 05 06/01/98 0
12196630 O 05/01/13
0
1717846 G15/G02 F 192,000.00 ZZ
180 190,249.50 1
102 MANCHESTER COURT 7.500 1,779.87 76
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WAYNE NJ 07470 2 05/08/98 00
0430841718 05 07/01/98 0
0000000 O 06/01/13
0
1718580 822/G02 F 66,800.00 ZZ
180 64,037.36 1
3442 W. PENN STREET 7.500 619.24 75
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PHILADELPHIA PA 19129 2 03/19/98 00
0430714485 05 05/01/98 0
3626003625 O 04/01/13
0
1719154 E22/G02 F 34,600.00 ZZ
180 33,845.26 1
632 SUGAR TRAIL 8.750 345.81 90
8.500 345.81 38,500.00
ST. PETERS MO 63376 1 03/13/98 04
0410760961 01 05/01/98 25
410760961 N 04/01/13
0
1720001 225/225 F 180,000.00 ZZ
180 178,704.22 1
3335 BERTHA DRIVE 7.875 1,707.21 75
7.625 1,707.21 240,000.00
BALDWIN HARBOR NY 11510 1 07/02/98 00
7015041 05 08/01/98 0
7015041 O 07/01/13
0
1721001 687/G02 F 31,500.00 ZZ
180 31,024.23 1
481 RIDGEWAY AVENUE 8.500 310.19 90
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ROCHESTER NY 14615 1 05/21/98 04
0430868869 05 07/01/98 25
1
1679619 N 06/01/13
0
1721848 H37/G02 F 250,750.00 ZZ
180 247,444.22 1
475 SHELMIRE ROAD 6.750 2,218.91 85
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UWCHLAN TOWNSHI PA 19335 2 04/24/98 95
0430777227 05 06/01/98 0
900360 O 05/01/13
0
1721983 F64/G02 F 68,250.00 ZZ
180 67,282.75 1
1341 WARMINSTER DRIVE 8.375 667.10 65
8.125 667.10 105,000.00
MIDLOTHIAN VA 23113 5 03/27/98 00
0430727164 05 05/01/98 0
00 N 04/01/13
0
1722016 575/G02 F 87,000.00 ZZ
180 85,440.74 1
4826 WEST 6110 SOUTH 8.125 837.71 64
4 7.875 837.71 137,000.00
SALT LAKE CITY UT 84118 5 02/10/98 00
0430804526 05 04/01/98 0
0006864607 O 03/01/13
0
1722521 637/G02 F 41,600.00 ZZ
180 41,103.60 1
2920 NE 8TH TERRACE 101 7.750 391.57 80
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OAKLAND PARK FL 33334 1 04/30/98 00
0430853325 01 06/01/98 0
8691487 O 05/01/13
0
1722693 E22/G02 F 157,500.00 ZZ
180 153,135.49 1
469 PASSAIC AVE 7.875 1,493.81 75
7.625 1,493.81 210,000.00
PASSAIC PARK NJ 07055 5 03/18/98 00
0410756860 05 05/01/98 0
410756860 O 04/01/13
0
1
1724332 637/G02 F 109,700.00 ZZ
180 108,688.93 1
280 FARR LAKE DRIVE 7.375 1,009.16 56
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TYRONE GA 30290 2 05/06/98 00
0430863399 05 07/01/98 0
0011984929 O 06/01/13
0
1724919 A26/G02 F 130,000.00 ZZ
180 129,278.78 3
113 ROMA AVENUE/82 MARINE WAY 8.500 1,280.17 80
8.250 1,280.17 163,000.00
STATEN ISLAND NY 10306 1 06/04/98 00
0430841676 05 08/01/98 0
10712 N 07/01/13
0
1725107 229/G02 F 69,650.00 ZZ
180 68,836.76 1
6901 HOWARD SCHOOL ROAD 8.000 665.62 75
7.750 665.62 93,000.00
MARYVILLE TN 37801 5 04/24/98 00
0430903039 05 06/01/98 0
7952617 O 05/01/13
0
1725294 E22/G02 F 90,850.00 ZZ
180 89,534.05 1
1024 E 60TH STREET 8.125 874.78 73
7.875 874.78 125,000.00
INDIANAPOLIS IN 46220 2 03/23/98 00
0410783492 05 05/01/98 0
410783492 O 04/01/13
0
1726583 E22/G02 F 58,300.00 ZZ
180 57,427.61 1
6260 139TH AVENUE N.E. #95 7.750 548.76 48
7.500 548.76 124,000.00
REDMOND WA 98052 5 03/27/98 00
0410782288 01 05/01/98 0
410782288 N 04/01/13
0
1727982 E22/G02 F 190,500.00 ZZ
180 187,710.46 3
116,118,120 NORTH 8TH AVENUE 8.000 1,820.52 68
7.750 1,820.52 281,000.00
1
BOZEMAN MT 59715 2 03/27/98 00
0410709406 05 05/01/98 0
410709406 N 04/01/13
0
1728103 J86/G02 F 178,500.00 ZZ
180 178,006.61 2
102-34 ALSTYNE AVENUE 8.500 1,757.76 70
8.250 1,757.76 255,000.00
CORONA NY 11368 5 07/14/98 00
0430915249 05 09/01/98 0
4379 N 08/01/13
0
1728122 687/G02 F 62,100.00 ZZ
180 61,755.49 1
210 WARREN AVENUE 8.500 611.52 90
8.250 611.52 69,000.00
RUSSELLS POINT OH 43348 1 06/08/98 01
0430883074 05 08/01/98 25
00 N 07/01/13
0
1728194 E66/E66 F 194,000.00 ZZ
180 190,429.21 1
3110 SOUTHALL RD 7.500 1,798.40 55
7.250 1,798.40 354,000.00
RALEIGH NC 27604 2 02/26/98 00
600381456 05 04/01/98 0
600381456 O 03/01/13
0
1728633 074/074 F 131,350.00 ZZ
180 129,447.41 1
7257 RESINDA DR 8.125 1,264.75 85
7.875 1,264.75 155,000.00
CENTERVILLE OH 45459 2 03/13/98 10
1402054306 05 05/01/98 12
1402054306 N 04/01/13
0
1728636 074/074 F 83,200.00 ZZ
180 78,656.82 3
1209 NEW YORK AVENUE 8.000 795.10 47
7.750 795.10 180,000.00
UNION CITY NJ 07087 2 03/25/98 00
1500426911 05 04/01/98 0
1500426911 N 03/01/13
0
1
1728699 129/G02 F 34,300.00 ZZ
180 33,916.71 1
3512 MULHEARN 8.500 337.77 70
8.250 337.77 49,000.00
KALAMAZOO MI 49001 5 04/29/98 00
0430808295 05 06/01/98 0
3500155019 N 05/01/13
0
1728731 180/G02 F 42,500.00 ZZ
180 42,125.00 1
222 EAST 7TH STREET 7.875 403.09 85
7.625 403.09 50,000.00
FLORENCE CO 81226 1 05/01/98 10
0430850586 05 07/01/98 25
12690178 O 06/01/13
0
1729783 480/G02 F 55,500.00 ZZ
180 54,280.58 1
120 FAULKNER STREET 8.000 530.39 68
7.750 530.39 82,000.00
NEW SMYRNA BEAC FL 32168 5 03/26/98 00
0430749234 05 05/01/98 0
2070845 O 04/01/13
0
1729799 229/G02 F 56,000.00 ZZ
180 55,532.33 1
9009 WESTRIDGE DRIVE 8.500 551.46 70
8.250 551.46 80,000.00
OMAHA NE 68124 5 05/04/98 00
0430850610 05 07/01/98 0
7924749 N 06/01/13
0
1729957 H49/G02 F 29,800.00 ZZ
180 29,551.14 1
714 JOHNSON AVENUE 8.500 293.45 80
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LINWOOD PA 19061 1 05/01/98 00
0430806836 05 07/01/98 0
0012124456 N 06/01/13
0
1730169 E22/G02 F 50,400.00 ZZ
180 49,811.55 1
1
3231 NW 12TH PLACE 8.000 481.65 70
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FORT LAUDERDALE FL 33311 5 04/06/98 00
0410786172 05 06/01/98 0
410786172 O 05/01/13
0
1730390 G72/G02 F 56,000.00 ZZ
180 55,516.61 1
711 N. LINCOLN STREET 8.125 539.21 80
7.875 539.21 70,000.00
STANTON MI 48888 5 05/19/98 00
0430903260 05 07/01/98 0
1730390 O 06/01/13
0
1730974 J86/G02 F 56,250.00 T
180 55,912.87 1
758 PINE AVENUE 7.625 525.45 75
7.375 525.45 75,000.00
NORTH WILDWOOD NJ 08260 1 06/16/98 00
0430869826 01 08/01/98 0
ABDELG1477NJ001 O 07/01/13
0
1731525 E22/G02 F 68,250.00 ZZ
180 65,893.54 1
1147 OGLE HILLS DRIVE 7.250 623.03 65
7.000 623.03 105,000.00
GATLINBURG TN 37738 5 04/15/98 00
0410799936 05 06/01/98 0
410799936 N 05/01/13
0
1731690 144/144 F 156,000.00 ZZ
180 154,546.54 1
225 CHARLES HOMMELL RD 7.250 1,424.07 80
7.000 1,424.07 195,000.00
SAUGERTIES NY 12477 1 06/01/98 00
160621011 05 07/01/98 0
160621011 O 06/01/13
0
1732104 H37/G02 F 120,000.00 ZZ
180 118,997.86 1
342 JACKSON MILLS ROAD 8.500 1,181.69 80
8.250 1,181.69 150,000.00
JACKSON TOWNSHI NJ 08527 2 05/26/98 00
0430898262 05 07/01/98 0
1
980683 O 06/01/13
0
1732154 225/225 F 99,000.00 ZZ
180 97,140.87 1
114 WILLIS AVENUE 7.750 931.87 77
7.500 931.87 130,000.00
RUSSELLVILLE AL 35653 2 02/27/98 00
8098591 05 04/01/98 0
8098591 O 03/01/13
0
1732318 B54/G02 F 31,500.00 ZZ
180 30,918.10 1
1967 PADGETT DRIVE 7.375 289.78 70
7.125 289.78 45,000.00
AUSTELL GA 30108 5 05/22/98 00
0430855585 07 07/01/98 0
UNKNOWN N 06/01/13
0
1732650 E73/G02 F 462,900.00 ZZ
180 457,255.27 1
98 BALTIMORE PIKE 7.500 4,291.15 76
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CHADDS FORD PA 19317 2 04/10/98 00
0430869917 05 06/01/98 0
2100020150 O 05/01/13
0
1732691 180/G02 F 46,500.00 ZZ
180 45,841.01 1
567 WEST WILLOW COURT 8.375 454.50 64
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CLIFTON CO 81520 5 07/08/98 00
0430963116 07 09/01/98 0
0012774592 N 08/01/13
0
1732730 F96/G02 F 168,000.00 ZZ
120 166,039.76 1
577 TEANECK ROAD 6.875 1,939.82 70
6.625 1,939.82 240,000.00
RIDGEFIELD PARK NJ 07660 1 06/26/98 00
0430890475 05 08/01/98 0
2647 O 07/01/08
0
1
1733120 K56/G02 F 190,000.00 ZZ
180 187,732.81 1
6200 BILLINGS ROAD 7.750 1,788.42 40
7.500 1,788.42 475,000.00
MT HOOD/PARKDAL OR 97041 5 04/17/98 00
0430752584 05 06/01/98 0
HOGG O 05/01/13
0
1733211 E22/G02 F 122,000.00 ZZ
180 120,430.17 1
2707 CHESTNUT HILL DRIVE 6.875 1,088.06 80
6.625 1,088.06 153,000.00
CINNAMINSON TWP NJ 08077 5 04/10/98 00
0410753941 05 06/01/98 0
410753941 O 05/01/13
0
1733257 K88/G02 F 224,950.00 ZZ
180 222,921.28 1
1 CHURCH COURT 7.625 2,101.33 67
7.375 2,101.33 337,500.00
CLOSTER NJ 07624 1 06/01/98 00
0430848879 05 07/01/98 0
7789 O 06/01/13
0
1733268 180/G02 F 80,000.00 ZZ
180 79,270.63 1
1170 HARDING AVENUE 7.500 741.61 77
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CANON CITY CO 81212 5 05/26/98 00
0430923540 05 07/01/98 0
12774790 O 06/01/13
0
1733277 B75/G02 F 495,300.00 ZZ
180 492,521.52 1
7215 CHATTAHOOCHEE BLUFF DRIVE 8.375 4,841.19 75
8.125 4,841.19 660,500.00
DORAVILLE GA 30360 5 05/14/98 00
0430887547 05 07/01/98 0
7705312 O 06/01/13
0
1733386 757/G02 F 69,125.00 ZZ
180 68,326.67 1
2596 INGLESIDE AVENUE 8.125 665.60 79
7.875 665.60 87,500.00
1
MACON GA 31204 1 04/27/98 00
0430771790 05 06/01/98 0
3507019 N 05/01/13
0
1733406 H86/G02 F 130,000.00 ZZ
180 128,579.09 1
3175 SOUTH 4060 WEST 8.750 1,299.28 63
8.500 1,299.28 208,000.00
WEST VALLEY CIT UT 84120 5 04/23/98 00
0430868083 05 06/01/98 0
137209 N 05/01/13
0
1733431 B98/G02 F 190,000.00 ZZ
180 188,171.60 1
198 PULIDO RD 6.875 1,694.53 53
6.625 1,694.53 360,000.00
DANVILLE CA 94526 5 05/21/98 00
0430840629 05 07/01/98 0
279866 O 06/01/13
0
1733626 624/G02 F 61,800.00 ZZ
180 61,254.70 1
34-655 CORREGIDOR DRIVE 7.875 586.14 69
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CATHEDRAL CITY CA 92234 2 05/18/98 00
0430845917 05 07/01/98 0
64023480943 O 06/01/13
0
1733629 637/G02 F 41,250.00 ZZ
180 40,835.73 1
3089 SHOSHONE PLACE 7.875 391.24 73
7.625 391.24 56,500.00
PRESCOTT AZ 86301 3 05/18/98 00
0430868927 01 07/01/98 0
0011140928 N 06/01/13
0
1733630 637/G02 F 49,000.00 ZZ
180 48,728.16 2
8435 CRANBERRY HILL UNITS 1-2 8.500 482.52 67
8.250 482.52 74,000.00
SAN ANTONIO TX 78250 5 06/04/98 00
0430921999 05 08/01/98 0
0010019073 N 07/01/13
0
1
1733863 405/405 F 143,000.00 ZZ
180 141,681.99 1
386 AND 388 LISBON STREET 7.375 1,315.50 48
7.125 1,315.50 300,000.00
SAN FRANCISCO CA 94112 2 05/19/98 00
0015266257 05 07/01/98 0
0015266257 O 06/01/13
0
1733870 003/G02 F 100,000.00 ZZ
180 98,806.71 1
2185 MONROE DRIVE 7.750 941.28 62
7.500 941.28 163,000.00
ALPHARETTA GA 30004 1 04/28/98 00
0430781864 05 06/01/98 0
10436426 O 05/01/13
0
1734314 144/144 F 112,000.00 ZZ
180 111,306.43 2
7 SYCAMORE DRIVE 7.250 1,022.41 80
7.000 1,022.41 140,000.00
NEWBURGH NY 12550 2 06/23/98 00
160622209 05 08/01/98 0
160622209 O 07/01/13
0
1734445 H86/G02 F 95,000.00 ZZ
180 93,938.46 4
8628-34 SOUTH 300 EAST 8.500 935.50 49
8.250 935.50 195,000.00
SANDY UT 84093 2 04/23/98 00
0430773994 05 06/01/98 0
137354 N 05/01/13
0
1734470 H89/G02 F 74,000.00 ZZ
180 72,973.70 1
121 S.E. 9TH STREET 7.875 701.85 66
7.625 701.85 113,000.00
POMPANO BEACH FL 33060 2 04/21/98 00
0430771956 05 06/01/98 0
1042 O 05/01/13
0
1734531 B93/G02 F 39,200.00 ZZ
180 38,838.71 1
1
5445 WEST FRIESS DRIVE 7.375 360.61 88
7.125 360.61 45,000.00
GLENDALE AZ 85306 2 05/13/98 14
0430829358 09 07/01/98 25
1000017655 N 06/01/13
0
1734644 L55/G02 F 198,750.00 ZZ
180 196,918.18 2
149-26 122ND PLACE 7.375 1,828.35 75
7.125 1,828.35 265,000.00
SOUTH OZONE PAR NY 11420 1 05/29/98 00
0430822510 05 07/01/98 0
0276607 O 06/01/13
0
1735007 129/G02 F 112,000.00 ZZ
180 110,845.49 1
15440 PALMETTO LAKES DRIVE 7.500 1,038.25 71
7.250 1,038.25 158,000.00
MIAMI FL 33157 2 05/22/98 00
0430855437 05 07/01/98 0
3500159680 O 06/01/13
0
1735311 A33/G02 F 31,950.00 ZZ
180 31,683.20 2
1001 N GRANGER 8.500 314.62 90
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SAGINAW MI 48602 1 05/15/98 14
0430845735 05 07/01/98 25
011051008 N 06/01/13
0
1735351 K43/G02 F 33,600.00 ZZ
180 33,405.15 1
4102 EAST BEATRICE STREET 8.000 321.10 60
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PHOENIX AZ 85008 2 06/04/98 00
0430861104 05 08/01/98 0
9803000499 N 07/01/13
0
1735360 637/G02 F 85,000.00 ZZ
180 84,225.05 1
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LILBURN GA 30247 5 06/02/98 00
0430905117 05 07/01/98 0
1
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0
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180 31,148.02 1
5026 SAN JUAN AVENUE 8.500 310.19 90
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JACKSONVILLE FL 32210 1 04/27/98 04
0410820039 05 06/01/98 25
410820039 N 05/01/13
0
1735576 705/G02 F 40,500.00 ZZ
180 40,272.81 1
166 FRANKLIN STREET 8.375 395.86 90
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KINGSTON NY 12401 1 06/17/98 01
0430868034 05 08/01/98 25
98030369 N 07/01/13
0
1735643 405/405 F 35,100.00 ZZ
180 34,803.60 1
3117 WOODLAND STREET 8.375 343.08 90
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AMARILLO TX 79103 1 05/22/98 12
15297211 05 07/01/98 25
15297211 N 06/01/13
0
1735936 E22/G02 F 192,000.00 ZZ
180 189,604.70 1
23 ROLPH PARK DRIVE 7.250 1,752.70 79
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CROCKETT CA 94525 2 04/22/98 00
0410826994 05 06/01/98 0
410826994 O 05/01/13
0
1736048 H37/G02 F 162,000.00 ZZ
180 160,350.44 1
25448 VISTA RD 7.375 1,490.28 80
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HOLLYWOOD MD 20636 2 05/18/98 00
0430851279 05 07/01/98 0
20872 N 06/01/13
0
1
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180 47,470.97 1
15209 E 48TH TERRACE 7.875 454.31 70
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KANSAS CITY MO 64136 2 05/04/98 00
0430818286 05 07/01/98 0
4620638 N 06/01/13
0
1736384 A38/G02 F 65,200.00 ZZ
180 64,572.57 1
1651 DANIELS LANE 6.875 581.49 50
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EL PASO TX 79936 2 05/20/98 00
0430868398 05 07/01/98 0
1920115 O 06/01/13
0
1736479 313/G02 F 92,000.00 ZZ
180 91,454.62 1
6006 UNIVERSITY AVE 7.750 865.98 64
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MADISON WI 53705 1 06/16/98 00
0430893917 05 08/01/98 0
6131056 O 07/01/13
0
1736598 A33/G02 F 87,300.00 ZZ
180 86,815.68 4
2884 GALAXY DRIVE 8.500 859.68 90
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SAGINAW MI 48601 1 06/16/98 14
0430966861 05 08/01/98 20
011051653 N 07/01/13
0
1737592 B35/G02 F 67,050.00 ZZ
180 66,267.14 3
1135 ILLINOIS AVENUE 8.000 640.77 90
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PITTSBURGH PA 15216 1 04/30/98 01
0430783753 05 06/01/98 25
98000817 N 05/01/13
0
1738062 H37/G02 F 108,000.00 ZZ
180 106,632.16 4
1119 CENTRAL MANOR RD 6.625 948.23 60
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1
LANCASTER PA 17603 5 05/20/98 00
0430864108 05 07/01/98 0
20928 N 06/01/13
0
1738339 375/G02 F 134,400.00 ZZ
180 133,201.05 1
318 CAYAGA AVENUE 7.750 1,265.08 70
7.500 1,265.08 192,000.00
EAST MEADOW NY 11554 5 05/20/98 00
0430912931 05 07/01/98 0
740456 O 06/01/13
0
1738697 E46/G02 F 150,000.00 ZZ
180 149,556.84 2
14 HARTWICK STREET 7.750 1,411.91 75
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LITTLE FERRY NJ 07643 2 07/06/98 00
0430900738 05 09/01/98 0
29857 O 08/01/13
0
1739098 E26/G02 F 72,550.00 ZZ
180 71,730.30 1
19511 OLD STATESVILLE ROAD 8.375 709.13 60
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CORNELIUS NC 28031 2 04/27/98 00
0430786988 05 06/01/98 0
50801437 N 05/01/13
0
1739264 L52/G02 F 98,400.00 ZZ
180 97,502.87 1
1044 JUSTICE LANE 7.500 912.18 80
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ACWORTH GA 30102 5 05/21/98 00
0430822494 05 07/01/98 0
ELLSWORTH O 06/01/13
0
1739347 129/G02 F 56,100.00 ZZ
180 51,026.81 1
16551 WISCONSIN 6.750 496.43 85
6.500 496.43 66,000.00
DETROIT MI 48221 5 05/27/98 10
0430918110 05 07/01/98 20
3500168327 O 06/01/13
0
1
1739355 G81/G02 F 92,400.00 T
180 92,400.00 1
10929 NW 43 LANE 7.625 863.14 70
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MIAMI FL 33178 1 08/20/98 00
0431004589 03 10/01/98 0
021804048 O 09/01/13
0
1739370 498/G02 F 227,150.00 ZZ
180 225,167.53 1
707 STRATHY HALL DRIVE 8.000 2,170.77 64
7.750 2,170.77 360,000.00
RICHMOND HILL GA 31324 2 04/30/98 00
0430790766 05 07/01/98 0
1528933 O 06/01/13
0
1739429 A46/G02 F 34,000.00 ZZ
180 33,518.66 1
19914 STONEY HAVEN DRIVE 8.500 334.81 78
8.250 334.81 44,000.00
CYPRESS TX 77433 1 04/24/98 00
0430812966 03 06/01/98 0
0190255 N 05/01/13
0
1739524 E57/G02 F 138,000.00 ZZ
180 136,491.64 4
2876, 2878, 2880, 2882 8.750 1,379.24 69
SUNSET PLACE 8.500 1,379.24 200,000.00
LOS ANGELES ARE CA 90005 2 04/27/98 00
0430879841 05 06/01/98 0
182192001624 N 05/01/13
0
1739556 963/G02 F 125,500.00 ZZ
180 124,092.76 1
157 CHEROKEE STREET 7.250 1,145.65 85
7.000 1,145.65 148,000.00
MIAMI SPRINGS FL 33166 5 05/19/98 01
0430831883 05 07/01/98 12
980449 O 06/01/13
0
1739766 705/G02 F 225,000.00 ZZ
180 222,699.67 1
1
2103 DONNA DRIVE 6.875 2,006.67 55
6.625 2,006.67 410,000.00
MERRICK NY 11566 5 05/28/98 00
0430830612 05 07/01/98 0
106249 O 06/01/13
0
1739933 H19/G02 F 180,200.00 ZZ
180 178,539.15 1
1540 SOUTH 300 WEST 7.375 1,657.71 85
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OREM UT 84058 5 05/27/98 10
0430835298 05 07/01/98 6
0002066389 O 06/01/13
0
1740120 B93/G02 F 55,000.00 ZZ
180 54,297.76 1
3435 NORTH LAKEVIEW DRIVE 8.000 525.61 69
7.750 525.61 80,000.00
PINE AZ 85544 5 05/21/98 00
0430848077 05 07/01/98 0
1000040963 O 06/01/13
0
1740956 L33/L33 F 39,150.00 T
180 38,899.56 1
410 W. 7TH UNIT 200-0324-E 6.875 349.16 90
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TULSA OK 74119 1 06/11/98 04
42929 01 08/01/98 25
42929 O 07/01/13
0
1741090 927/G02 F 108,800.00 ZZ
180 107,529.70 1
2253 GILMAN DRIVE WEST #307 8.000 1,039.75 80
7.750 1,039.75 136,000.00
SEATTLE WA 98119 1 04/23/98 00
0430839209 01 06/01/98 0
362814 N 05/01/13
0
1741185 B26/G02 F 75,000.00 ZZ
180 74,775.96 1
337 NICOLL AVENUE 7.625 700.60 61
7.375 700.60 123,000.00
CENTRAL ISLIP NY 11722 5 07/20/98 00
0430950139 05 09/01/98 0
1
1311013339 O 08/01/13
0
1741478 E22/G02 F 118,800.00 ZZ
180 117,397.74 1
412 SOUTH 81ST AVENUE 7.875 1,126.76 80
7.625 1,126.76 148,500.00
YAKIMA WA 98908 1 04/23/98 00
0410652267 05 06/01/98 0
410652267 O 05/01/13
0
1741688 098/G02 F 72,450.00 ZZ
180 72,048.06 2
6484 SCHEPPS CORNER ROAD 8.500 713.45 90
8.250 713.45 80,500.00
KIRKVILLE NY 13082 1 06/22/98 04
0430974642 05 08/01/98 25
00 N 07/01/13
0
1741713 B75/G02 F 68,000.00 ZZ
180 67,223.24 1
104 ORCHARD CT 8.250 659.70 85
8.000 659.70 80,000.00
ROYERSFORD PA 19468 5 04/27/98 10
0430830646 05 06/01/98 25
7639016 O 05/01/13
0
1741740 E22/G02 F 51,300.00 ZZ
180 50,674.43 1
1611 ARKANSAS ROAD 7.500 475.56 73
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WEST MONROE LA 71291 2 04/15/98 00
0410696660 05 06/01/98 0
410696660 N 05/01/13
0
1741804 405/405 F 55,000.00 ZZ
180 54,666.74 1
1755 N EDGEMONT ST 7.500 509.86 89
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LOS ANGELES CA 90027 1 06/23/98 04
15320641 01 08/01/98 17
15320641 N 07/01/13
0
1
1741860 L51/G02 F 80,000.00 ZZ
180 79,561.09 1
116 BURKHALL STREET 8.625 793.67 72
UNIT 116R 8.375 793.67 112,000.00
WEYMOUTH MA 02190 1 06/05/98 00
0430850214 01 08/01/98 0
443 O 07/01/13
0
1741877 429/429 F 65,250.00 ZZ
180 64,294.49 1
507 ODA 8.000 623.57 73
7.750 623.57 90,000.00
MAHOMET IL 61853 2 03/30/98 00
61575470 05 05/01/98 0
61575470 O 04/01/13
0
1741878 429/429 F 44,500.00 ZZ
180 43,841.21 2
406 FRANKLIN 7.875 422.07 50
7.625 422.07 90,000.00
MAHOMET IL 61853 5 03/30/98 00
61575488 05 05/01/98 0
61575488 O 04/01/13
0
1741879 429/429 F 120,000.00 ZZ
180 118,223.37 1
3003 WEMBLEY WAY 7.875 1,138.14 73
7.625 1,138.14 165,000.00
BLOOMINGTON IL 61704 5 03/18/98 00
61575984 05 05/01/98 0
61575984 O 04/01/13
0
1741880 491/491 F 131,000.00 ZZ
180 127,436.39 1
2526 NE 82ND 7.625 1,223.72 68
7.375 1,223.72 195,000.00
SEATTLE WA 98115 2 01/30/98 00
62377701 05 04/01/98 0
62377701 O 03/01/13
0
1741881 429/429 F 127,500.00 ZZ
180 125,203.04 1
196 WESTVILLE AVENUE EXT 7.750 1,200.13 61
7.500 1,200.13 210,000.00
1
DANBURY CT 06811 2 02/12/98 00
62649833 05 04/01/98 0
62649833 O 03/01/13
0
1741883 429/429 F 125,000.00 ZZ
180 122,624.37 1
338 HAVERHILL ROAD 7.125 1,132.29 56
6.875 1,132.29 225,000.00
CHESTER NH 03036 1 02/26/98 00
62782908 05 04/01/98 0
62782908 O 03/01/13
0
1741884 429/429 F 227,150.00 ZZ
180 112,046.76 1
6001 IDYLWOOD DRIVE 6.875 2,025.85 70
6.625 2,025.85 325,000.00
EDINA MN 55436 1 12/12/97 00
62786563 05 02/01/98 0
62786563 O 01/01/13
0
1741885 429/429 F 63,200.00 ZZ
180 61,866.07 1
452 BALDWIN STREET 7.750 594.89 79
7.500 594.89 81,000.00
VIRGINIA BEACH VA 23452 1 01/29/98 00
62805240 05 03/01/98 0
62805240 O 02/01/13
0
1741887 491/491 F 50,000.00 ZZ
180 48,822.91 1
5906 OAK HILL ROAD 7.500 463.51 22
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PLACERVILLE CA 95667 2 01/21/98 00
62900731 05 03/01/98 0
62900731 O 02/01/13
0
1741888 491/491 F 175,500.00 ZZ
120 169,448.51 1
5544 NERAK COURT 7.375 2,071.79 65
7.125 2,071.79 270,000.00
BONITA CA 91902 2 02/10/98 00
62909231 05 04/01/98 0
62909231 O 03/01/08
0
1
1741889 429/429 F 116,000.00 ZZ
180 114,689.41 1
33 FIRWOOD ROAD 8.375 1,133.82 73
8.125 1,133.82 160,000.00
PORT WASHINGTON NY 11050 2 04/23/98 00
63170396 05 06/01/98 0
63170396 O 05/01/13
0
1741891 491/491 F 130,700.00 ZZ
180 127,734.96 1
39459 CHERRY OAK ROAD 7.750 1,230.25 67
7.500 1,230.25 197,000.00
BEAUMONT CA 92223 2 02/19/98 00
63281350 05 04/01/98 0
63281350 O 03/01/13
0
1741892 549/549 F 70,000.00 ZZ
180 69,044.83 1
2301 EAST TOPEKA DRIVE 7.750 658.90 59
7.500 658.90 120,000.00
PHOENIX AZ 85024 2 04/16/98 00
63298856 05 06/01/98 0
63298856 O 05/01/13
0
1741893 491/491 F 118,500.00 ZZ
180 116,054.38 1
508 ROUND-UP AVENUE 8.000 1,132.45 75
7.750 1,132.45 158,000.00
RED BLUFF CA 96080 5 01/14/98 00
63330547 05 03/01/98 0
63330547 O 02/01/13
0
1741894 491/491 F 130,000.00 ZZ
180 127,169.57 1
14602 DANBOROUGH ROAD 7.375 1,195.91 60
7.125 1,195.91 218,000.00
TUSTIN CA 92780 5 01/22/98 00
63353806 03 03/01/98 0
63353806 O 02/01/13
0
1741896 429/429 F 50,000.00 ZZ
180 49,137.30 1
1
482 DONGAN HILLS AVENUE 8.250 485.08 30
8.000 485.08 170,000.00
STATEN ISLAND NY 10305 5 02/13/98 00
63428270 05 04/01/98 0
63428270 O 03/01/13
0
1741898 429/429 F 180,000.00 ZZ
180 177,732.90 2
51 SHARROTTS LANE 7.125 1,630.50 75
6.875 1,630.50 243,000.00
STATEN ISLAND NY 10309 1 05/01/98 00
63429233 03 06/01/98 0
63429233 O 05/01/13
0
1741899 429/429 F 94,000.00 ZZ
180 92,638.43 1
41 WIRT AVENUE 8.125 905.11 80
7.875 905.11 118,000.00
STATEN ISLAND NY 10309 1 03/19/98 00
63429292 01 05/01/98 0
63429292 O 04/01/13
0
1741902 429/429 F 100,000.00 ZZ
180 98,519.69 1
19 HITCHING POST LANE 7.875 948.45 54
7.625 948.45 187,000.00
BEDFORD NH 03110 5 03/05/98 00
63485940 05 05/01/98 0
63485940 O 04/01/13
0
1741903 429/429 F 50,000.00 ZZ
180 49,079.67 2
7 HOLLAND AVENUE 7.500 463.51 46
7.250 463.51 110,000.00
CHEEKTOWAGA NY 14225 5 02/13/98 00
63488566 05 04/01/98 0
63488566 O 03/01/13
0
1741906 491/491 F 78,750.00 ZZ
180 75,019.88 1
28908 RUE DANIEL 8.000 752.58 55
7.750 752.58 145,000.00
SANTA CLARITA CA 91351 1 01/26/98 00
63685141 01 04/01/98 0
1
63685141 O 03/01/13
0
1741908 491/491 F 90,000.00 ZZ
180 88,367.04 1
4856 WEST 131ST STREET 7.750 847.15 45
7.500 847.15 200,000.00
HAWTHORNE CA 90250 5 01/28/98 00
63685302 05 04/01/98 0
63685302 O 03/01/13
0
1741909 549/549 F 165,600.00 ZZ
180 162,985.08 1
1424 CALLE TILO 7.125 1,500.06 80
6.875 1,500.06 207,000.00
THOUSAND OAKS CA 91360 2 03/18/98 00
63687411 05 05/01/98 0
63687411 O 04/01/13
0
1741910 491/491 F 80,000.00 ZZ
180 78,276.68 1
2023 RICHDALE AVENUE 7.500 741.61 42
7.250 741.61 195,000.00
HACIENDA HEIGHT CA 91745 5 01/26/98 00
63689456 05 03/01/98 0
63689456 O 02/01/13
0
1741911 429/429 F 93,000.00 ZZ
180 90,753.95 1
48 HOP BROOK ROAD 7.875 882.06 43
7.625 882.06 220,000.00
BROOKFIELD CT 06804 5 01/16/98 00
63705958 05 03/01/98 0
63705958 O 02/01/13
0
1741914 429/429 F 135,000.00 ZZ
180 132,567.90 1
33 NOON HILL ROAD 7.750 1,270.73 26
7.500 1,270.73 531,000.00
MEDFIELD MA 02052 1 02/27/98 00
63849755 05 04/01/98 0
63849755 O 03/01/13
0
1
1741915 549/549 F 113,750.00 ZZ
180 111,299.62 1
8348 PERSIMMON PLACE 7.500 1,054.48 50
7.250 1,054.48 230,000.00
NEWARK CA 94560 1 01/12/98 00
63861038 05 03/01/98 0
63861038 O 02/01/13
0
1741919 549/549 F 146,600.00 ZZ
180 143,879.15 1
259 EDELEN AVENUE 7.125 1,327.95 25
6.875 1,327.95 600,000.00
LOS GATOS CA 95030 5 03/07/98 00
63911647 05 05/01/98 0
63911647 O 04/01/13
0
1741920 429/429 F 60,000.00 ZZ
180 59,072.61 1
301 EDGEWOOD ROAD 7.375 551.96 73
7.125 551.96 83,000.00
PORTSMOUTH VA 23701 1 03/31/98 00
63926474 05 05/01/98 0
63926474 O 04/01/13
0
1741922 549/549 F 30,000.00 ZZ
180 29,634.14 2
4552 WEST 132ND STREET 7.500 278.11 15
7.250 278.11 200,000.00
HAWTHORNE CA 90250 5 04/10/98 00
64014258 05 06/01/98 0
64014258 O 05/01/13
0
1741924 549/549 F 63,750.00 ZZ
180 62,692.85 1
11147 NE MARX STREET 8.000 609.23 75
7.750 609.23 85,000.00
PORTLAND OR 97220 5 03/30/98 00
64036448 05 06/01/98 0
64036448 O 05/01/13
0
1741926 549/549 F 35,000.00 ZZ
180 34,591.35 2
1128 196TH STREET EAST 8.000 334.48 39
7.750 334.48 90,000.00
1
SPANAWAY WA 98387 5 04/23/98 00
64042570 05 06/01/98 0
64042570 O 05/01/13
0
1741927 429/429 F 92,800.00 ZZ
180 91,411.29 1
2018 SEASHORE ROAD 7.750 873.51 66
7.500 873.51 141,000.00
SEAVILLE NJ 08230 2 03/25/98 00
64059430 05 05/01/98 0
64059430 O 04/01/13
0
1741928 429/429 F 33,000.00 ZZ
180 32,399.04 1
3850 PASEO DEL PRADO STREET 19 7.625 308.27 26
7.375 308.27 131,000.00
BOULDER CO 80301 5 02/25/98 00
64078531 01 04/01/98 0
64078531 O 03/01/13
0
1741929 549/549 F 79,200.00 ZZ
180 61,472.15 1
15100 SHINING STAR LANE 7.250 722.99 28
7.000 722.99 290,000.00
SAN LEANDRO CA 94579 2 02/27/98 00
64085627 03 05/01/98 0
64085627 O 04/01/13
0
1741930 549/549 F 100,000.00 ZZ
180 95,941.01 2
9 11 STANFORD 8.125 962.89 75
7.875 962.89 135,000.00
SUTTER CREEK CA 95685 5 04/14/98 00
64129519 05 06/01/98 0
64129519 O 05/01/13
0
1741931 549/549 F 150,000.00 ZZ
180 137,141.00 1
9820 CALENDULA AVENUE 7.625 1,401.20 69
7.375 1,401.20 220,000.00
WESTMINSTER CA 92683 1 02/26/98 00
64136922 05 04/01/98 0
64136922 O 03/01/13
0
1
1741932 549/549 F 83,000.00 ZZ
180 81,730.83 1
4127 CHESHIRE DRIVE 7.500 769.43 40
7.250 769.43 210,000.00
CYPRESS CA 90630 2 03/05/98 00
64136981 05 05/01/98 0
64136981 O 04/01/13
0
1741935 549/549 F 199,000.00 ZZ
180 195,957.14 1
27171 LOST COLT DRIVE 7.500 1,844.76 52
7.250 1,844.76 390,000.00
LAGUNA HILLS CA 92653 2 03/16/98 00
64173232 03 05/01/98 0
64173232 O 04/01/13
0
1741936 549/549 F 185,000.00 ZZ
180 182,768.33 1
2390 VIA PELICANO 7.625 1,728.15 69
7.375 1,728.15 272,000.00
CARLSBAD CA 92009 2 04/01/98 00
64197999 03 06/01/98 0
64197999 O 05/01/13
0
1741937 549/549 F 185,000.00 ZZ
180 182,457.24 1
1848 THOUSAND OAKS BOULEVARD 7.500 1,714.98 47
7.250 1,714.98 400,000.00
BERKELEY CA 94707 2 04/09/98 00
64205312 05 06/01/98 0
64205312 O 05/01/13
0
1741938 549/549 F 43,590.00 ZZ
180 42,901.67 1
20134 LEADWELL STREET #371 7.125 394.86 75
6.875 394.86 58,500.00
LOS ANGELES CA 91306 1 03/06/98 00
64207145 01 05/01/98 0
64207145 O 04/01/13
0
1741939 549/549 F 70,000.00 ZZ
180 69,146.40 1
1
1116 EAST LOMITA AVENUE 7.500 648.91 32
7.250 648.91 220,000.00
ORANGE CA 92867 1 04/10/98 00
64216705 05 06/01/98 0
64216705 O 05/01/13
0
1741940 549/549 F 75,000.00 ZZ
180 73,572.92 1
8710 WASHINGTON AVENUE 7.750 705.96 43
7.500 705.96 175,000.00
LA MESA CA 91941 1 05/01/98 00
64217876 05 07/01/98 0
64217876 O 06/01/13
0
1741991 638/G02 F 34,650.00 ZZ
180 34,350.89 1
160 EL DORADO NO 2914 8.125 333.64 95
7.875 333.64 36,500.00
WEBSTER TX 77598 1 05/01/98 10
0430797183 01 07/01/98 25
8735993 O 06/01/13
0
1742228 E22/G02 F 81,000.00 ZZ
180 80,114.68 1
5830 REIGER AVE 8.750 809.55 90
8.500 809.55 90,000.00
DALLAS TX 75214 1 04/30/98 10
0410846968 05 06/01/98 25
410846968 N 05/01/13
0
1742357 G26/G02 F 196,000.00 ZZ
180 194,811.77 1
91 SCOTT STREET 7.750 1,844.91 79
7.500 1,844.91 250,000.00
MASSAPEQUA NY 11762 5 06/03/98 00
0430880336 05 08/01/98 0
0000 O 07/01/13
0
1742507 H93/G02 F 49,000.00 ZZ
180 48,440.28 1
172 HAMPTON ROAD 8.250 475.37 70
8.000 475.37 70,000.00
DAWSONVILLE GA 30534 5 05/05/98 00
0430976498 05 06/01/98 0
1
9835278 N 05/01/13
0
1742524 A33/G02 F 30,750.00 ZZ
180 30,585.03 2
1120 W HOLLAND AVE 8.875 309.60 88
8.625 309.60 35,000.00
SAGINAW MI 48601 1 06/25/98 14
0430996074 05 08/01/98 20
011052881 N 07/01/13
0
1742712 J86/G02 F 104,000.00 ZZ
180 103,410.08 1
10408 WEST THOMAS ROAD 8.250 1,008.95 65
8.000 1,008.95 160,000.00
AVONDALE AZ 85323 5 06/09/98 00
0430878058 05 08/01/98 0
4140 O 07/01/13
0
1742795 F03/G02 F 116,800.00 ZZ
180 116,092.30 1
4130 SADDLE NOTCH DRIVE 7.500 1,082.75 79
7.250 1,082.75 148,500.00
FORT COLLINS CO 80526 2 06/10/98 00
0430869446 05 08/01/98 0
12334 O 07/01/13
0
1742832 633/G02 F 129,000.00 ZZ
180 127,785.07 1
308 ELIZABETH WAY 7.125 1,168.52 79
6.875 1,168.52 165,000.00
FULLERTON CA 92833 2 05/28/98 00
0430859108 05 07/01/98 0
9999 O 06/01/13
0
1743151 H49/G02 F 180,000.00 ZZ
180 178,358.92 1
6817 OTIS STREET 7.500 1,668.62 80
7.250 1,668.62 225,000.00
ARVADA CO 80003 5 05/26/98 00
0430906107 05 07/01/98 0
12397449 O 06/01/13
0
1
1743751 927/G02 F 63,200.00 ZZ
180 62,598.32 1
1112 MAIN STREET 7.000 568.06 80
6.750 568.06 79,000.00
CLARKDALE AZ 86324 1 05/07/98 00
0430848119 05 07/01/98 0
371518 N 06/01/13
0
1743830 G51/G02 F 120,000.00 T
180 119,272.89 1
2020 SEDONA MORNING DRIVE 7.500 1,112.42 59
7.250 1,112.42 205,000.00
LAS VEGAS NV 89128 1 06/04/98 00
0430845982 03 08/01/98 0
1743830 O 07/01/13
0
1743989 A59/G02 F 49,000.00 ZZ
180 48,712.68 1
ROUTE 1, BOX 103 7.875 464.75 66
7.625 464.75 74,500.00
ASHBY MN 56309 5 06/25/98 00
0430886846 05 08/01/98 0
1473989 O 07/01/13
0
1744064 F53/G02 F 248,000.00 ZZ
180 244,909.86 1
10132 LUBAO AVENUE 7.250 2,263.90 80
7.000 2,263.90 310,000.00
LOS ANGELES CA 91311 2 04/27/98 00
0430858621 05 06/01/98 0
ASA0279JANG O 05/01/13
0
1744160 893/G02 F 108,500.00 ZZ
180 107,498.10 1
964 SHORELINE DRIVE 7.375 998.12 41
7.125 998.12 265,000.00
SAN MATEO CA 94404 2 05/04/98 00
0430848234 01 07/01/98 0
1980366 N 06/01/13
0
1744162 209/G02 F 34,200.00 ZZ
180 34,014.44 1
1217 23RD STREET 8.750 341.82 90
8.500 341.82 38,000.00
1
NEWPORT NEWS VA 23607 1 06/23/98 10
0430886994 05 08/01/98 20
981794916 N 07/01/13
0
1744266 E22/G02 F 104,250.00 ZZ
180 102,142.13 1
3314 NORTHSIDE DRIVE 7.750 981.28 75
UNIT #43 7.500 981.28 139,000.00
KEY WEST FL 33040 1 05/06/98 00
0410833982 01 06/01/98 0
410833982 O 05/01/13
0
1744319 637/G02 F 50,000.00 ZZ
180 49,703.60 1
2185 BROADNAX MILL RD 7.750 470.64 16
7.500 470.64 318,000.00
LOGANSVILLE GA 30052 5 06/08/98 00
0430926972 05 08/01/98 0
0011991817 O 07/01/13
0
1744790 F64/G02 F 232,000.00 ZZ
180 228,177.44 1
15308 JENNINGS LANE 6.625 2,036.95 80
6.375 2,036.95 290,000.00
BOWIE MD 20772 1 03/02/98 00
0430809954 05 05/01/98 0
1340 O 04/01/13
0
1744867 E45/G02 F 60,000.00 ZZ
180 58,549.37 1
1330 BRIAR CREEK ROAD 7.750 564.77 30
7.500 564.77 200,000.00
MADISON GA 30650 2 12/29/97 00
0430812172 05 02/01/98 0
70103 O 01/01/13
0
1745081 B75/G02 F 72,000.00 ZZ
180 70,122.33 1
1911 NW 180 WAY 7.875 682.88 50
7.625 682.88 145,000.00
PEMBROKE PINES FL 33029 2 03/24/98 00
0430862078 03 05/01/98 0
7595846 O 04/01/13
0
1
1745504 638/G02 F 160,000.00 ZZ
180 158,027.72 1
24020 KINNARDS PT DRIVE 7.375 1,471.88 55
7.125 1,471.88 295,000.00
WORTON MD 21678 5 04/17/98 00
0430813246 05 06/01/98 0
8736996 O 05/01/13
0
1745663 664/G02 F 124,800.00 ZZ
180 123,278.12 1
1551 SOUTHGATE AVENUE 7.500 1,156.92 80
#341 7.250 1,156.92 156,000.00
DALY CITY CA 94015 1 04/22/98 00
0430818229 01 06/01/98 0
2423242 N 05/01/13
0
1746042 637/G02 F 77,350.00 ZZ
180 76,667.48 1
9116 BERKSHIRE CIRCLE 7.875 733.63 70
7.625 733.63 110,500.00
CHATTANOOGA TN 37421 3 06/02/98 00
0430913871 05 07/01/98 0
0011992799 N 06/01/13
0
1746047 637/G02 F 41,000.00 ZZ
180 40,759.60 1
1741 LOWER KINGS BRIDGE 7.875 388.87 46
7.625 388.87 91,000.00
DALTON GA 30720 5 06/22/98 00
0430922518 05 08/01/98 0
0011992781 O 07/01/13
0
1746130 354/354 F 47,500.00 ZZ
180 44,833.03 1
5534 NORTH 22ND DRIVE 7.750 447.11 66
7.500 447.11 73,000.00
PHOENIX AZ 85015 2 08/07/97 00
25369448 05 10/01/97 0
25369448 O 09/01/12
0
1746133 354/354 F 79,500.00 ZZ
180 78,113.38 1
1
14971 VISTA VIEW WAY 8.125 765.50 80
7.875 765.50 99,482.00
FORT MYERS FL 33919 1 02/06/98 00
25725243 01 04/01/98 0
25725243 O 03/01/13
0
1746134 354/354 F 113,600.00 T
180 110,507.41 1
1661 SOUTHWEST 109TH TERRACE 7.875 1,077.44 80
7.625 1,077.44 142,000.00
DAVIE FL 33324 1 12/01/97 00
25730532 09 01/01/98 0
25730532 O 12/01/12
0
1746137 354/354 F 67,500.00 T
180 65,715.95 1
403 BRANDYMILL BLVD 8.125 649.95 50
7.875 649.95 137,500.00
MYRTLE BEACH SC 29575 1 12/02/97 00
25754193 03 01/01/98 0
25754193 O 12/01/12
0
1746138 354/354 F 133,900.00 T
180 57,555.99 1
867 TARTAN DRIVE 8.250 1,299.02 80
8.000 1,299.02 167,500.00
VENICE FL 34293 1 01/16/98 00
25768565 01 03/01/98 0
25768565 O 02/01/13
0
1746139 354/354 F 160,000.00 ZZ
180 156,733.23 1
15356 SOUTHWEST 54TH TERRACE 8.125 1,540.62 80
7.875 1,540.62 200,000.00
MIAMI FL 33185 1 01/30/98 00
25785411 03 03/01/98 0
25785411 O 02/01/13
0
1746140 354/354 F 65,000.00 ZZ
180 63,194.77 1
64 STUART AVENUE 7.500 602.56 39
7.250 602.56 170,000.00
AMITYVILLE NY 11701 1 02/26/98 00
25870437 05 04/01/98 0
1
25870437 O 03/01/13
0
1746141 354/354 F 120,000.00 T
180 117,952.04 1
17700 NORTH BAY ROAD 8.375 1,172.92 73
UNIT 307 8.125 1,172.92 165,000.00
MIAMI FL 33160 1 02/06/98 00
25905365 06 04/01/98 0
25905365 O 03/01/13
0
1746142 354/354 F 137,000.00 ZZ
180 134,478.32 1
3274 SUNRISE TRAIL 7.500 1,270.01 80
7.250 1,270.01 172,000.00
PORT CHARLOTTE FL 33952 5 02/26/98 00
25930538 05 04/01/98 0
25930538 O 03/01/13
0
1746144 354/354 F 30,200.00 ZZ
180 29,776.64 1
7429 TARA LANE 8.500 297.40 42
8.250 297.40 72,000.00
ROGERSVILLE MO 65742 2 03/12/98 00
25964883 05 05/01/98 0
25964883 N 04/01/13
0
1746145 354/354 F 44,125.00 ZZ
180 43,442.99 1
4577 HWY 46 S 7.375 405.92 75
7.125 405.92 59,100.00
SHERIDAN AR 72150 5 03/06/98 00
25985847 05 05/01/98 0
25985847 O 04/01/13
0
1746153 354/354 F 109,200.00 T
180 97,399.59 1
3610 YACHT CLUB DRIVE 8.000 1,043.58 70
UNIT #806 7.750 1,043.58 156,000.00
AVENTURA FL 33180 1 03/13/98 00
26076679 06 05/01/98 0
26076679 O 04/01/13
0
1
1746155 354/354 F 127,900.00 ZZ
180 125,901.84 1
1406 QUINWOOD STREET 7.250 1,167.56 80
7.000 1,167.56 160,000.00
HYATTSVILLE MD 20783 2 03/26/98 00
26119743 05 05/01/98 0
26119743 O 04/01/13
0
1746156 354/354 F 43,500.00 ZZ
180 42,834.82 2
212 JAY DRIVE 7.500 403.26 67
7.250 403.26 65,000.00
NASHVILLE TN 37210 2 03/10/98 00
26135491 05 05/01/98 0
26135491 O 04/01/13
0
1746157 354/354 F 135,600.00 ZZ
180 133,548.77 1
3615 GLEN HAVEN 7.625 1,266.69 80
7.375 1,266.69 169,500.00
HOUSTON TX 77025 1 03/31/98 00
26185231 05 05/01/98 0
26185231 O 04/01/13
0
1746539 B30/G02 F 59,000.00 ZZ
180 58,669.01 1
408 CHERRY ROAD 8.375 576.69 84
8.125 576.69 71,000.00
WEST PALM BEACH FL 33409 5 06/17/98 10
0430893834 05 08/01/98 6
44019980177 O 07/01/13
0
1746588 E22/G02 F 68,800.00 ZZ
180 68,192.94 1
550 SW 115 AVENUE 7.875 652.53 80
UNIT #B5 7.625 652.53 86,000.00
MIAMI FL 33174 2 05/14/98 00
0410832224 01 07/01/98 0
410832224 O 06/01/13
0
1746618 E22/G02 F 44,000.00 ZZ
180 43,022.29 1
1250 WEST AVENUE #11H 8.250 426.86 80
8.000 426.86 55,000.00
1
MIAMI BEACH FL 33139 1 05/08/98 00
0410768949 06 07/01/98 0
410768949 O 06/01/13
0
1746630 E73/G02 F 112,500.00 ZZ
180 111,172.08 1
124 MANOR AVENUE 7.875 1,067.01 80
7.625 1,067.01 141,000.00
DOWNINGTOWN PA 19335 2 04/01/98 00
0430816942 05 06/01/98 0
8200020177 O 05/01/13
0
1746657 E46/G02 F 84,000.00 ZZ
180 83,767.82 2
260 SW 20TH AVENUE 8.500 827.18 70
8.250 827.18 120,000.00
FORT LAUDERDALE FL 33312 5 07/13/98 00
0430926071 05 09/01/98 0
30177 N 08/01/13
0
1747309 E22/G02 F 34,400.00 ZZ
180 34,106.30 1
708-H BERING DRIVE 8.250 333.73 80
8.000 333.73 43,000.00
HOUSTON TX 77057 1 05/05/98 00
0410770994 01 07/01/98 0
410770994 O 06/01/13
0
1747310 E22/G02 F 104,000.00 ZZ
180 103,097.48 1
502 AMBER DRIVE 8.125 1,001.40 78
7.875 1,001.40 134,000.00
MOUNT JULIET TN 37122 5 05/06/98 00
0410839286 05 07/01/98 0
410839286 O 06/01/13
0
1747388 B75/G02 F 60,000.00 ZZ
180 59,487.75 1
761 LITTLE RIVER ROAD 8.250 582.08 50
8.000 582.08 120,000.00
GLIDE OR 97443 5 05/07/98 00
0430992545 05 07/01/98 0
7518889 N 06/01/13
0
1
1747452 A93/G02 F 152,000.00 ZZ
180 151,560.73 2
29-16 FALCON AVENUE 8.000 1,452.60 80
7.750 1,452.60 190,000.00
FAR ROCKAWAY NY 11691 1 07/20/98 00
0430915413 05 09/01/98 0
04981954 N 08/01/13
0
1747704 E22/G02 F 70,650.00 ZZ
180 70,026.61 1
523 E POLK 7.875 670.08 90
7.625 670.08 78,500.00
RICHARDSON TX 75081 1 05/07/98 04
0410788483 05 07/01/98 25
410788483 N 06/01/13
0
1747862 E26/G02 F 46,600.00 ZZ
180 46,055.91 1
644 CARMEL AVENUE 8.000 445.34 63
7.750 445.34 75,000.00
MADISON TN 37115 2 04/13/98 00
0430816421 05 06/01/98 0
33800334 O 05/01/13
0
1748437 H22/G02 F 152,000.00 ZZ
180 151,540.94 1
50-24 214TH STREET 7.500 1,409.06 55
7.250 1,409.06 280,000.00
BAYSIDE NY 11364 2 07/13/98 00
0430913228 05 09/01/98 0
9805006 O 08/01/13
0
1748636 A80/G02 F 68,530.00 ZZ
180 67,729.88 1
8175 NW 8 STREET #A2 8.000 654.91 73
7.750 654.91 93,900.00
MIAMI FL 33126 1 04/29/98 00
0430813626 01 06/01/98 0
51140 O 05/01/13
0
1748642 561/561 F 138,700.00 ZZ
180 137,044.93 1
1
2613 LONG MEADOW DRIVE 7.750 1,305.55 95
7.500 1,305.55 146,000.00
ABINGTON MD 21009 2 04/27/98 10
9343997 03 06/01/98 25
0000 O 05/01/13
0
1748663 227/G02 F 50,000.00 ZZ
180 49,534.12 2
3253 BERWYN PLACE 7.250 456.44 59
7.000 456.44 85,000.00
CINCINNATI OH 45209 5 05/14/98 00
0430823807 05 07/01/98 0
1759468 N 06/01/13
0
1748778 560/560 F 33,500.00 ZZ
180 33,055.54 1
910 MONTERO ROAD 7.000 301.11 89
6.750 301.11 38,000.00
EL PASO TX 79907 2 04/17/98 04
490229002 05 06/01/98 20
490229002 N 05/01/13
0
1748782 560/560 F 33,000.00 ZZ
180 32,588.80 1
233 FLOOD RD 7.250 301.25 35
7.000 301.25 95,000.00
AUBURN CA 95603 5 04/08/98 00
492286703 05 06/01/98 0
492286703 N 05/01/13
0
1748784 560/560 F 63,000.00 ZZ
180 62,248.21 1
135 ORLANDO STREET 7.750 593.01 90
7.500 593.01 70,000.00
EDISON NJ 08817 2 04/06/98 21
492660006 01 06/01/98 20
492660006 N 05/01/13
0
1748787 560/560 F 68,250.00 ZZ
180 67,228.65 1
278 W SHARON 7.750 642.43 70
7.500 642.43 97,500.00
GLENDALE OH 45246 2 04/08/98 00
493157002 05 05/01/98 0
1
493157002 N 04/01/13
0
1748789 560/560 F 144,500.00 ZZ
180 143,100.48 1
64 TRESTLE LANE 6.875 1,288.73 85
6.625 1,288.73 170,000.00
THOMASTON CT 06787 5 05/04/98 21
493289904 05 07/01/98 6
493289904 O 06/01/13
0
1748790 560/560 F 34,200.00 ZZ
180 33,782.94 1
1616 ROSENEATH STREET 7.500 317.04 90
7.250 317.04 38,000.00
LANSING MI 48906 1 04/17/98 21
493394100 05 06/01/98 20
493394100 N 05/01/13
0
1748791 560/560 F 80,550.00 ZZ
180 79,554.57 1
311 S MOLALLA AVE 7.625 752.45 90
7.375 752.45 89,500.00
MOLALLA OR 97038 1 04/21/98 04
493629802 05 06/01/98 20
493629802 N 05/01/13
0
1748792 560/560 F 42,000.00 T
180 41,498.81 1
7800 DUNE DRIVE 112 7.750 395.34 75
7.500 395.34 56,000.00
AVALON NJ 08202 1 04/08/98 00
493647200 01 06/01/98 0
493647200 O 05/01/13
0
1748796 560/560 F 43,350.00 ZZ
180 42,817.16 1
1718 4TH AVE 7.625 404.95 85
7.375 404.95 51,200.00
ALTOONA PA 16602 5 04/23/98 21
494067606 05 06/01/98 60
494067606 O 05/01/13
0
1
1748797 560/560 F 67,900.00 ZZ
180 67,280.92 1
636 DUSSEL DRIVE 7.500 629.45 70
7.250 629.45 97,000.00
MAUMEE OH 43537 5 05/11/98 00
494382203 05 07/01/98 0
494382203 N 06/01/13
0
1748798 560/560 F 70,000.00 ZZ
180 69,361.80 1
1323 RICHLAND 7.500 648.91 70
7.250 648.91 100,000.00
MAUMEE OH 43537 5 05/11/98 00
494383003 05 07/01/98 0
494383003 N 06/01/13
0
1748799 560/560 F 52,400.00 ZZ
180 51,922.25 1
3634 DRUMMOND ROAD 7.500 485.76 69
7.250 485.76 76,000.00
TOLEDO OH 43613 5 05/11/98 00
494385503 05 07/01/98 0
494385503 N 06/01/13
0
1748801 560/560 F 150,000.00 T
180 148,602.44 1
1881 LIONSRIDGE LOOP 1 7.250 1,369.30 39
7.000 1,369.30 385,000.00
VAIL CO 81657 1 05/01/98 00
494542905 03 07/01/98 0
494542905 O 06/01/13
0
1748802 560/560 F 60,000.00 ZZ
180 59,446.98 4
974 CHERYL DRIVE 7.375 551.96 47
7.125 551.96 128,000.00
BURKBURNETT TX 76354 1 05/08/98 00
494598501 05 07/01/98 0
494598501 N 06/01/13
0
1748803 560/560 F 120,362.00 ZZ
180 119,231.51 4
125 SPRUCEWOOD ROAD 7.750 1,132.94 90
7.500 1,132.94 133,735.00
1
KENAI AK 99611 1 05/12/98 04
494682503 05 07/01/98 20
494682503 N 06/01/13
0
1748804 560/560 F 56,000.00 ZZ
180 55,500.43 2
1412 & 1414 ARDEE AVENUE 7.750 527.12 70
7.500 527.12 80,000.00
NASHVILLE TN 37216 2 05/11/98 00
494818909 05 07/01/98 0
494818909 N 06/01/13
0
1748805 560/560 F 31,500.00 T
180 31,215.35 1
3049 KENNETH LANE 7.625 294.26 75
7.375 294.26 42,000.00
LAKE HAVASU CIT AZ 86404 2 05/14/98 00
495224404 27 07/01/98 0
495224404 O 06/01/13
0
1749167 664/G02 F 213,000.00 ZZ
180 211,099.89 1
4007 SAN LUIS STREET 7.750 2,004.92 80
7.500 2,004.92 267,000.00
NEWBURY PARK CA 91320 2 05/07/98 00
0430826354 03 07/01/98 0
2566545 O 06/01/13
0
1749254 A38/G02 F 121,500.00 ZZ
180 120,731.10 1
13814 ROSEBRANCH COURT 7.000 1,092.08 90
6.750 1,092.08 135,000.00
HOUSTON TX 77059 1 06/05/98 19
0430886531 03 08/01/98 25
2420190 O 07/01/13
0
1749309 G31/G02 F 100,000.00 ZZ
180 99,707.80 1
26 PARK BOULEVARD 7.875 948.45 45
7.625 948.45 225,000.00
MASSAPEQUA NY 11758 5 07/15/98 00
0430928234 05 09/01/98 0
0000 O 08/01/13
0
1
1749329 E22/G02 F 43,000.00 ZZ
180 42,624.72 1
3 LAKELAND DRIVE 8.000 410.93 14
7.750 410.93 330,000.00
HOPATCONG NJ 07843 5 05/11/98 00
0410816623 05 07/01/98 0
410816623 O 06/01/13
0
1749344 E22/G02 F 88,000.00 ZZ
180 87,206.40 1
164 ITHACA STREET 7.625 822.03 80
7.375 822.03 110,000.00
COLORADO SPRING CO 80911 5 05/13/98 00
0410797757 05 07/01/98 0
410797757 O 06/01/13
0
1749798 L55/G02 F 153,750.00 ZZ
180 152,818.40 1
1301 S STREET 7.500 1,425.29 75
7.250 1,425.29 205,000.00
N VALLEY STREAM NY 11580 1 06/12/98 00
0430864355 05 08/01/98 0
4899 O 07/01/13
0
1749888 E82/G02 F 170,000.00 ZZ
180 165,451.00 1
190 LONGHILL ROAD 7.625 1,588.02 63
7.375 1,588.02 272,500.00
LITTLE FALLS NJ 07424 1 05/29/98 00
0400123188 05 07/01/98 0
400123188 O 06/01/13
0
1749913 664/G02 F 66,500.00 ZZ
180 65,732.00 1
4640 SHEPPARD DRIVE 8.125 640.32 70
7.875 640.32 96,000.00
LAS VEGAS NV 89122 5 04/27/98 00
0430862797 05 06/01/98 0
2423929 N 05/01/13
0
1749928 G15/G02 F 142,000.00 ZZ
180 142,000.00 1
1
11 RED ROCK ROAD 6.875 1,266.44 80
6.625 1,266.44 178,000.00
BRANFORD CT 06405 2 08/05/98 00
0430997239 05 10/01/98 0
40020990 O 09/01/13
0
1749951 E46/G02 F 115,000.00 ZZ
180 114,310.78 1
31 N CHRISTOPHER COLUMBUS BLVD 7.625 1,074.25 70
7.375 1,074.25 165,000.00
PHILADELPHIA PA 19106 1 06/11/98 00
0430854117 01 08/01/98 0
29981 O 07/01/13
0
1749986 180/G02 F 46,500.00 ZZ
180 46,181.46 1
563 W WILLOW COURT 8.375 454.50 64
8.125 454.50 73,000.00
CLIFTON CO 81520 5 07/08/98 00
0430963132 09 09/01/98 0
0012861811 N 08/01/13
0
1750004 E22/G02 F 40,950.00 ZZ
180 40,615.54 2
735 SMITH AVE. S. 8.750 409.27 90
8.500 409.27 45,500.00
SAINT PAUL MN 55107 1 05/07/98 10
0410854574 05 07/01/98 25
410854574 N 06/01/13
0
1750010 180/G02 F 45,500.00 ZZ
180 45,372.82 1
569 WEST WILLOW COURT 8.375 444.73 63
8.125 444.73 73,000.00
CLIFTON CO 81520 5 07/07/98 00
0430963181 09 09/01/98 0
0012861829 N 08/01/13
0
1750044 G92/G02 F 110,000.00 ZZ
180 108,941.47 1
603 SAPPHIRE STREET 6.875 981.04 32
6.625 981.04 345,000.00
REDWOOD CITY CA 94061 5 05/12/98 00
0430837849 05 07/01/98 0
1
275534 O 06/01/13
0
1750056 E22/G02 F 84,000.00 ZZ
180 83,298.52 4
6314/16/18/20 S. CALHOUN 8.500 827.18 75
8.250 827.18 112,000.00
FORT WAYNE IN 46807 2 05/13/98 00
0410846497 05 07/01/98 0
410846497 N 06/01/13
0
1750202 F96/G02 F 100,000.00 T
180 99,155.60 1
425 WOODVIEW CIRCLE 8.375 977.43 62
8.125 977.43 163,000.00
PALM BEACH GARD FL 33418 5 05/27/98 00
0430820720 03 07/01/98 0
2780 O 06/01/13
0
1750251 001/G02 F 48,000.00 ZZ
180 47,709.17 1
172 BOSTON STREET 7.500 444.96 54
7.250 444.96 90,000.00
COVENTRY RI 02816 5 06/29/98 00
0430912345 05 08/01/98 0
1525429 N 07/01/13
0
1750275 896/G02 F 68,600.00 ZZ
180 68,210.88 1
4078 OLD PETERSBURG ROAD 8.250 665.52 70
8.000 665.52 98,000.00
MARTINEZ GA 30907 5 07/01/98 00
0430911313 05 08/01/98 0
980295 N 07/01/13
0
1750347 757/G02 F 140,000.00 ZZ
120 137,559.26 1
605 LEONIDAS COURT 7.000 1,625.52 74
6.750 1,625.52 191,000.00
RELEIGH NC 27604 2 05/28/98 00
0430826628 05 07/01/98 0
3220589 N 06/01/08
0
1
1750369 129/G02 F 80,500.00 ZZ
180 80,277.49 3
202 S MICHIGAN 8.500 792.72 70
8.250 792.72 115,000.00
VICKSBURG MI 49097 5 07/20/98 00
0430971283 05 09/01/98 0
3500177435 N 08/01/13
0
1750394 H46/G02 F 80,000.00 ZZ
180 79,324.48 1
4027 EAST "C" STREET 8.375 781.94 80
8.125 781.94 100,000.00
TACOMA WA 98404 5 05/21/98 00
0430826305 05 07/01/98 0
981452 O 06/01/13
0
1750619 G97/G02 F 196,000.00 ZZ
180 194,289.41 1
570 BRANDYWINE DRIVE 8.000 1,873.08 77
7.750 1,873.08 255,000.00
COLORADO SPRING CO 80906 2 05/20/98 00
0430837567 05 07/01/98 0
13870 O 06/01/13
0
1750829 E22/G02 F 69,500.00 ZZ
180 68,893.43 1
528 HIGHLAND BLVD 8.000 664.18 65
7.750 664.18 107,000.00
RICHARDSON TX 75081 1 05/14/98 00
0410861397 05 07/01/98 0
410861397 O 06/01/13
0
1750874 134/G02 F 140,000.00 ZZ
180 138,723.60 1
9405 PORTER MOUNTAIN ROAD 7.500 1,297.82 52
7.250 1,297.82 270,000.00
LAKESIDE AZ 85929 5 05/06/98 00
0430825679 05 07/01/98 0
59312293 O 06/01/13
0
1750877 E22/G02 F 55,000.00 ZZ
180 54,493.08 1
2232 LINCOLN COUNTY ROAD 7.375 505.96 29
7.125 505.96 195,000.00
1
THAYNE WY 83127 5 05/13/98 00
0410855241 05 07/01/98 0
410855241 O 06/01/13
0
1750965 B75/G02 F 81,000.00 ZZ
180 80,308.47 2
7273 A AND B ASHTON COURT 8.250 785.81 86
8.000 785.81 94,500.00
DOUGLASVILLE GA 30134 2 05/18/98 04
0430851675 05 07/01/98 25
7592405 N 06/01/13
0
1751020 800/G02 F 168,000.00 ZZ
180 167,509.10 2
20 DEXTER STREET 7.875 1,593.40 75
7.625 1,593.40 225,000.00
WALTHAM MA 02154 2 06/30/98 00
0430895318 05 09/01/98 0
980921 O 08/01/13
0
1751071 637/G02 F 42,000.00 ZZ
180 41,514.95 1
1007 BRADLEY CIRCLE 8.125 404.41 73
7.875 404.41 58,000.00
LYNN HAVEN FL 32444 5 04/15/98 00
0430855213 05 06/01/98 0
8932899 O 05/01/13
0
1751199 025/025 F 55,000.00 ZZ
180 54,168.04 1
834 SW 16 STREET 7.625 513.77 48
7.375 513.77 115,000.00
FORT LAUDERDALE FL 33315 1 03/31/98 00
382265 05 05/01/98 0
382265 O 04/01/13
0
1751208 025/025 F 51,950.00 ZZ
180 51,330.11 1
10220 MARTINIQUE DRIVE 7.750 488.99 65
7.500 488.99 80,000.00
MIAMI FL 33189 5 04/02/98 00
382952 05 06/01/98 0
382952 O 05/01/13
0
1
1751224 025/025 F 58,000.00 ZZ
180 57,307.90 1
2641 SANDTOWN ROAD 7.750 545.94 68
7.500 545.94 86,500.00
MARIETTA GA 30060 5 04/16/98 00
388782 05 06/01/98 0
388782 O 05/01/13
0
1751226 025/025 F 155,000.00 ZZ
180 152,997.05 1
6901 SW 120 STREET 7.250 1,414.94 54
7.000 1,414.94 290,000.00
MIAMI FL 33156 2 04/07/98 00
382596 05 06/01/98 0
382596 O 05/01/13
0
1751231 025/025 F 45,750.00 ZZ
180 45,057.97 1
865 NW 81 TERRACE 7.625 427.36 58
7.375 427.36 79,000.00
PLANTATION FL 33324 2 03/24/98 00
382409 01 05/01/98 0
382409 N 04/01/13
0
1751281 025/025 F 110,000.00 ZZ
180 108,336.07 1
1057 MINNESOTA AVENUE 7.625 1,027.54 65
7.375 1,027.54 170,000.00
WINTER PARK FL 32789 5 03/20/98 00
351023 05 05/01/98 0
351023 O 04/01/13
0
1751284 025/025 F 71,350.00 ZZ
180 63,008.16 1
17 CACTUS DRIVE 7.375 656.37 46
7.125 656.37 158,000.00
BIG COPPIT KEY FL 33040 5 04/03/98 00
456102 01 06/01/98 0
456102 N 05/01/13
0
1751294 025/025 F 120,000.00 ZZ
180 118,552.43 1
1
4619 BRUNNING COURT 7.625 1,120.96 72
7.375 1,120.96 167,910.00
DUNWOODY GA 30338 1 04/03/98 00
388627 05 06/01/98 0
388627 N 05/01/13
0
1751302 025/025 F 65,000.00 ZZ
180 63,783.35 1
378 ANGELO LANE 7.250 593.36 56
7.000 593.36 118,000.00
COCOA BEACH FL 32931 1 04/01/98 00
116559 05 05/01/98 0
116559 O 04/01/13
0
1751306 025/025 F 58,400.00 ZZ
180 57,695.53 2
150-152 NORWOOD CT 7.625 545.53 80
7.375 545.53 73,500.00
ATHENS GA 30606 1 04/16/98 00
467940 05 06/01/98 0
467940 N 05/01/13
0
1751323 025/025 F 76,800.00 ZZ
180 74,504.83 3
627 WEST PINE STREET 8.000 733.94 80
7.750 733.94 96,000.00
LANTANA FL 33462 2 10/27/97 00
493463 05 12/01/97 0
493463 N 11/01/12
0
1751329 025/025 F 61,600.00 ZZ
180 60,856.95 2
120-122 NORWOOD CT 7.625 575.42 80
7.375 575.42 77,000.00
ATHENS GA 30606 1 04/08/98 00
467938 05 06/01/98 0
467938 N 05/01/13
0
1751334 E22/G02 F 204,750.00 ZZ
180 202,923.51 1
3214 FLINTMONT DRIVE 7.750 1,927.26 75
7.500 1,927.26 273,000.00
SAN JOSE CA 95148 5 05/17/98 00
0410875546 05 07/01/98 0
1
410875546 O 06/01/13
0
1751340 025/025 F 80,000.00 ZZ
180 79,003.18 1
602 EAST COLLEGE AVENUE 7.250 730.29 70
7.000 730.29 114,500.00
TALLAHASSEE FL 32301 5 04/17/98 00
341486 05 06/01/98 0
341486 N 05/01/13
0
1751346 025/025 F 150,400.00 ZZ
180 148,377.23 4
1202 1204 1206 1208 VILLA WOOD 7.875 1,426.47 80
7.625 1,426.47 188,000.00
GULF BREEZE FL 32561 1 04/17/98 00
295873 05 06/01/98 0
295873 N 05/01/13
0
1751381 229/G02 F 53,840.00 ZZ
180 53,520.83 2
2527 AND 2529 WOODSEDGE ROAD 7.750 506.79 80
7.500 506.79 67,300.00
COLUMBUS OH 43224 1 06/18/98 00
0430926717 05 08/01/98 0
16038820 O 07/01/13
0
1751522 950/G02 F 74,400.00 ZZ
180 73,691.69 1
1211 SOUTH 69TH AVENUE 7.000 668.73 80
6.750 668.73 93,000.00
YAKIMA WA 98908 3 05/05/98 00
0430838383 05 07/01/98 0
W04980159 N 06/01/13
0
1751527 757/G02 F 85,500.00 ZZ
180 84,711.96 4
150 CARMAIN COURT 7.375 786.54 74
7.125 786.54 117,000.00
INMAN SC 29349 2 05/27/98 00
0430827014 05 07/01/98 0
3507209 N 06/01/13
0
1
1751583 E22/G02 F 60,000.00 ZZ
180 59,482.07 2
519 ASBURY AVE 8.125 577.73 53
7.875 577.73 115,000.00
ASBURY PARK NJ 07712 5 05/21/98 00
0410851497 05 07/01/98 0
410851497 N 06/01/13
0
1751586 E22/G02 F 60,800.00 ZZ
180 60,208.75 1
290 PARADISE BLVD 8.000 581.04 80
UNIT #24 7.750 581.04 76,000.00
INDIALANTIC FL 32903 1 05/15/98 00
0410861751 09 07/01/98 0
410861751 O 06/01/13
0
1751598 E22/G02 F 176,000.00 ZZ
180 174,342.42 1
6840 S.W. 20TH STREET 7.125 1,594.26 74
6.875 1,594.26 240,000.00
PLANTATION FL 33317 5 05/14/98 00
0410867436 05 07/01/98 0
410867436 O 06/01/13
0
1751665 G32/G02 F 46,250.00 ZZ
180 45,850.78 1
2700 LIGHT ROAD 8.125 445.33 90
UNIT #208 7.875 445.33 51,389.00
OSWEGO IL 60543 1 05/27/98 04
0430918169 01 07/01/98 25
1003344 N 06/01/13
0
1751722 E22/G02 F 270,000.00 ZZ
180 266,405.05 1
12800 385TH AVENUE 7.375 2,483.79 70
7.125 2,483.79 385,800.00
WASECA MN 56093 2 05/15/98 00
0410853832 05 07/01/98 0
410853832 O 06/01/13
0
1751728 624/G02 F 243,000.00 ZZ
180 240,784.54 4
519 SOUTH 500 EAST 7.500 2,252.64 75
7.250 2,252.64 324,000.00
1
PROVO UT 84606 5 05/15/98 00
0430839340 05 07/01/98 0
13332030 N 06/01/13
0
1751751 883/G02 F 50,400.00 ZZ
180 50,104.49 1
29 CEDAR TRACE 7.875 478.02 80
7.625 478.02 63,000.00
OCALA FL 34472 1 06/19/98 00
0430881284 05 08/01/98 0
50000258 N 07/01/13
0
1751803 F60/G02 F 47,200.00 ZZ
180 46,801.44 1
300 PLANTATION DRIVE 8.375 461.35 80
8.125 461.35 59,000.00
CHALMETTE LA 70043 1 05/29/98 00
0430837153 05 07/01/98 0
443689 N 06/01/13
0
1751868 A22/G02 F 112,000.00 ZZ
180 111,654.26 1
25 HALSTON LANE 7.250 1,022.41 80
7.000 1,022.41 140,000.00
CORAM NY 11727 2 07/15/98 00
0430910836 05 09/01/98 0
98156 O 08/01/13
0
1751921 757/G02 F 52,750.00 ZZ
180 52,263.82 1
114 & 116 PISGAH DRIVE 7.375 485.26 46
7.125 485.26 117,000.00
SPARTANBURG SC 29303 2 05/27/98 00
0430873075 05 07/01/98 0
3507217 N 06/01/13
0
1751922 757/G02 F 53,500.00 ZZ
180 53,006.91 1
307 WOODSONG DRIVE 7.375 492.16 57
7.125 492.16 94,500.00
INMAN SC 29349 2 05/27/98 00
0430873042 05 07/01/98 0
3507225 N 06/01/13
0
1
1751966 E22/G02 F 253,000.00 ZZ
180 250,742.84 1
3204 W. LAKE SAMMAMISH PARKWAY 7.750 2,381.43 30
SE 7.500 2,381.43 850,000.00
BELLEVUE WA 98008 5 05/18/98 00
0410876668 05 07/01/98 0
410876668 O 06/01/13
0
1752000 E22/G02 F 122,000.00 ZZ
180 120,899.74 1
521 VICKI PLACE 7.625 1,139.64 76
7.375 1,139.64 162,000.00
ESCONDIDO CA 92026 2 05/24/98 00
0410835896 05 07/01/98 0
410835896 O 06/01/13
0
1752144 H04/G02 F 33,750.00 ZZ
180 33,552.12 1
820 HOUMAS STREET 7.875 320.10 75
7.625 320.10 45,000.00
DONALDSONVILLE LA 70346 5 06/12/98 00
0430894584 05 08/01/98 0
316314 O 07/01/13
0
1752210 561/561 F 175,200.00 ZZ
180 172,606.48 3
356 COOK AVENUE 7.875 1,661.69 80
7.625 1,661.69 219,000.00
SCOTCH PLAINS NJ 07076 1 03/27/98 00
9237819 05 05/01/98 0
0009237819 O 04/01/13
0
1752364 E22/G02 F 33,750.00 ZZ
180 33,448.93 1
4505 RYAN STREET 7.750 317.68 75
7.500 317.68 45,000.00
DURHAM NC 27704 1 05/18/98 00
0410860522 05 07/01/98 0
410860522 N 06/01/13
0
1752368 E22/G02 F 45,000.00 ZZ
180 44,598.58 1
1
114 WEST LAVENDER STREET 7.750 423.57 75
7.500 423.57 60,000.00
DURHAM NC 27704 1 05/18/98 00
0410860209 05 07/01/98 0
410860209 N 06/01/13
0
1752369 E22/G02 F 45,000.00 ZZ
180 44,598.58 1
302 GRESHAM STREET 7.750 423.57 75
7.500 423.57 60,000.00
DURHAM NC 27704 1 05/18/98 00
0410860704 05 07/01/98 0
410860704 N 06/01/13
0
1752370 E22/G02 F 33,750.00 ZZ
180 33,448.93 1
105 EAST CLUB BOULEVARD 7.750 317.68 75
7.500 317.68 45,000.00
DURHAM NC 27704 1 05/18/98 00
0410860803 05 07/01/98 0
410860803 N 06/01/13
0
1752397 E22/G02 F 91,800.00 ZZ
180 91,058.52 3
419 N BROADWAY ST 8.875 924.28 90
8.625 924.28 102,000.00
LANTANA FL 33462 1 05/14/98 04
0410861892 05 07/01/98 25
410861892 N 06/01/13
0
1752403 E22/G02 F 45,500.00 ZZ
180 45,115.79 1
403 BROOKVIEW CIRCLE 8.375 444.73 70
8.125 444.73 65,000.00
HOWELL NJ 07731 1 05/20/98 00
0410805568 01 07/01/98 0
410805568 N 06/01/13
0
1752463 E22/G02 F 87,200.00 ZZ
180 86,413.59 1
1016 RAINTREE DRIVE 7.625 814.56 80
7.375 814.56 109,000.00
PALM BEACH GARD FL 33410 1 05/15/98 00
0410867030 09 07/01/98 0
1
410867030 O 06/01/13
0
1752481 E22/G02 F 62,900.00 ZZ
180 62,326.54 1
5601 EDGEWATER CIRCLE 7.500 583.09 58
7.250 583.09 110,000.00
ROWLETT TX 75088 2 05/18/98 00
0410854939 05 07/01/98 0
410854939 O 06/01/13
0
1752519 G08/G02 F 50,000.00 ZZ
180 49,299.13 1
4504 BELMONT PARK TERRACE 8.500 492.37 28
8.250 492.37 185,000.00
NASHVILLE TN 37215 5 03/26/98 00
0430843284 05 05/01/98 0
6520506 O 04/01/13
0
1752532 G08/G02 F 58,500.00 ZZ
180 57,679.93 2
5082/5084 YACHT HARBOR CR 8.500 576.08 86
8.250 576.08 68,500.00
PENSACOLA FL 32514 2 03/11/98 04
0430842039 05 05/01/98 25
5052493 N 04/01/13
0
1752542 G97/G02 F 100,000.00 ZZ
180 99,164.89 2
512-514 BENJAMIN ST 8.500 984.74 56
8.250 984.74 180,000.00
ANN ARBOR MI 48104 5 06/05/98 00
0430893958 05 07/01/98 0
14429 N 06/01/13
0
1752546 G97/G02 F 85,000.00 ZZ
180 84,266.27 1
411 HILL STREET 8.125 818.45 52
7.875 818.45 165,000.00
ANN ARBOR MI 48104 2 06/05/98 00
0430890780 05 07/01/98 0
14427 N 06/01/13
0
1
1752554 G97/G02 F 97,000.00 ZZ
180 96,162.66 1
727 S DIVISION 8.125 934.00 60
7.875 934.00 164,000.00
ANN ARBOR MI 48104 2 06/05/98 00
0430893214 05 07/01/98 0
144282 N 06/01/13
0
1752559 G97/G02 F 114,000.00 ZZ
180 113,015.92 1
725 S DIVISION 8.125 1,097.69 68
7.875 1,097.69 170,000.00
ANN ARBOR MI 48104 2 06/05/98 00
0430890764 05 07/01/98 0
14435 N 06/01/13
0
1752581 A38/G02 F 50,400.00 ZZ
180 50,084.49 1
6807 FAIRLANE DRIVE 7.125 456.54 90
6.875 456.54 56,000.00
KONSAS CITY MO 64134 1 06/03/98 11
0430879726 03 08/01/98 20
4620742 N 07/01/13
0
1752596 229/G02 F 42,750.00 T
180 42,159.77 1
3313 N 68TH ST #149 8.500 420.98 90
8.250 420.98 47,500.00
SCOTTSDALE AZ 85251 1 06/12/98 10
0430991919 01 08/01/98 25
16041972 O 07/01/13
0
1752627 144/144 F 220,000.00 ZZ
180 217,860.11 1
20 FARM ROAD 6.750 1,946.80 50
6.500 1,946.80 447,000.00
SHERMAN CT 06784 1 06/01/98 00
0000 05 07/01/98 0
0000 O 06/01/13
0
1752667 B75/G02 F 85,000.00 ZZ
180 84,282.27 4
4622 RIDGE DRIVE 8.375 830.81 78
BLDG B 8.125 830.81 110,000.00
1
PINE LAKE GA 30072 2 05/04/98 00
0430910109 05 07/01/98 0
7699218 N 06/01/13
0
1752668 292/G02 F 70,000.00 ZZ
180 69,347.83 1
100 COUNTRY WOOD DRIVE 7.250 639.00 48
7.000 639.00 147,000.00
QUITMAN AR 72131 2 05/15/98 00
0430844134 05 07/01/98 0
1302825 O 06/01/13
0
1752669 B75/G02 F 85,000.00 ZZ
180 84,282.27 4
658 SPRUCE DRIVE 8.375 830.81 78
BLDG C 8.125 830.81 110,000.00
PINE LAKE GA 30072 2 05/04/98 00
0430843847 05 07/01/98 0
7699192 N 06/01/13
0
1752680 F34/G02 F 114,300.00 T
180 112,427.67 1
15887 NW 16TH STREET 8.500 1,125.56 80
8.250 1,125.56 142,894.00
PEMBROKE PINES FL 33028 1 05/28/98 00
0430845479 03 07/01/98 0
9800353 O 06/01/13
0
1752825 E22/G02 F 110,000.00 T
180 108,553.98 1
2337 WYATT EARP WAY 8.250 1,067.15 44
8.000 1,067.15 250,000.00
PARK CITY UT 84060 5 05/22/98 00
0410873129 05 07/01/98 0
410873129 O 06/01/13
0
1752840 E22/G02 F 103,000.00 ZZ
180 101,807.10 1
2904 MARICOPA AVENUE 6.875 918.61 80
6.625 918.61 129,000.00
RICHMOND CA 94804 2 05/15/98 00
0410862288 05 07/01/98 0
410862288 O 06/01/13
0
1
1752857 E22/G02 F 100,800.00 ZZ
180 99,910.57 1
280 SUGAR MAPLE COURT 7.875 956.04 80
7.625 956.04 126,000.00
HOWELL NJ 07731 5 05/20/98 00
0410805584 09 07/01/98 0
410805584 O 06/01/13
0
1753001 637/G02 F 102,800.00 ZZ
180 101,573.29 1
12118 WESTMERE DRIVE 7.750 967.64 80
7.500 967.64 128,500.00
HOUSTON TX 77077 1 04/29/98 00
0430847921 03 06/01/98 0
0010014827 O 05/01/13
0
1753030 E22/G02 F 128,000.00 ZZ
180 126,858.17 1
9147 LARAMIE 7.750 1,204.83 80
7.500 1,204.83 160,000.00
SKOKIE IL 60077 1 05/28/98 00
0410862742 05 07/01/98 0
410862742 O 06/01/13
0
1753040 E22/G02 F 51,200.00 ZZ
180 50,717.78 1
119 SEAMAN AVE 7.125 463.79 80
6.875 463.79 64,000.00
BEACHWOOD NJ 08722 1 05/26/98 00
0410827877 05 07/01/98 12
410827877 N 06/01/13
0
1753041 E22/G02 F 38,500.00 ZZ
180 38,171.32 1
13847 JEFFERSON STREET 8.250 373.50 70
8.000 373.50 55,000.00
MIAMI FL 33176 5 05/21/98 00
0410844534 05 07/01/98 0
410844534 N 06/01/13
0
1753042 E22/G02 F 59,500.00 ZZ
180 58,957.54 1
1
939 TANGLEWILD LANE 7.500 551.57 78
7.250 551.57 77,000.00
RICHMOND TX 77469 2 05/13/98 00
0410804983 03 07/01/98 0
410804983 O 06/01/13
0
1753052 E22/G02 F 148,800.00 ZZ
180 147,368.09 1
30111 SPYGLASS CIRCLE 6.875 1,327.08 80
6.625 1,327.08 186,000.00
GEORGETOWN TX 78628 1 05/28/98 00
0410885099 03 07/01/98 0
410885099 O 06/01/13
0
1753080 E22/G02 F 53,000.00 ZZ
180 52,268.77 1
4178 GREEN RAOD 6.875 472.68 74
6.625 472.68 72,000.00
SPRINGFIELD TN 37172 5 05/14/98 00
0410821052 05 07/01/98 0
410821052 O 06/01/13
0
1753130 882/G02 F 110,000.00 ZZ
180 109,050.46 1
14152 SW 74TH TERRACE 8.125 1,059.17 69
7.875 1,059.17 160,000.00
MIAMI FL 33183 5 05/26/98 00
0430845503 05 07/01/98 0
980244 O 06/01/13
0
1753706 E22/G02 F 45,000.00 ZZ
180 44,615.82 1
23410 NEWTON AVE 8.250 436.56 90
8.000 436.56 50,000.00
NOBLESVILLE IN 46060 1 05/27/98 04
0410769921 05 07/01/98 25
410769921 N 06/01/13
0
1753733 229/G02 F 66,000.00 ZZ
180 65,805.00 1
837 QUAIL RUN 7.750 621.25 77
7.500 621.25 86,500.00
ORMOND BEACH FL 32174 2 07/09/98 00
0430978189 05 09/01/98 0
1
0016080392 N 08/01/13
0
1753750 E22/G02 F 128,000.00 ZZ
180 126,200.63 1
4649 N.W. 66TH DRIVE 8.000 1,223.23 80
7.750 1,223.23 160,000.00
CORAL SPRINGS FL 33067 1 05/28/98 00
0410751531 03 07/01/98 0
410751531 O 06/01/13
0
1753794 134/G02 F 65,400.00 ZZ
180 64,736.49 1
1417 WASHINGTON BLVD. 7.875 620.29 90
7.625 620.29 73,000.00
ABILENE TX 79601 2 05/14/98 11
0430836346 05 07/01/98 25
59240876 N 06/01/13
0
1753800 E22/G02 F 45,850.00 ZZ
180 45,467.11 1
601 SAHWATCH STREET 8.500 451.50 60
8.250 451.50 76,500.00
COLORADO SPRING CO 80903 2 05/28/98 00
0410719058 05 07/01/98 0
410719058 N 06/01/13
0
1753803 E22/G02 F 61,600.00 ZZ
180 61,096.87 4
1613-1619 N. FORREST DRIV 8.750 615.66 80
8.500 615.66 77,000.00
SANDUSKY OH 44870 1 05/26/98 00
0410798755 05 07/01/98 0
410798755 N 06/01/13
0
1753808 E22/G02 F 136,000.00 ZZ
180 134,575.90 1
13858 WAYSIDE DRIVE 7.875 1,289.89 80
7.625 1,289.89 170,000.00
PICKERINGTON OH 43147 2 05/26/98 00
0410874994 05 07/01/98 0
410874994 O 06/01/13
0
1
1753811 664/G02 F 165,000.00 ZZ
180 163,425.44 1
5819 BECK AVENUE 7.250 1,506.23 79
7.000 1,506.23 210,000.00
NORTH HOLLYWOOD CA 91601 2 05/14/98 00
0430852574 05 07/01/98 0
2490563 O 06/01/13
0
1753819 E22/G02 F 177,750.00 ZZ
180 176,265.61 3
3417 EAST 14TH AVENUE 8.500 1,750.37 90
8.250 1,750.37 197,500.00
DENVER CO 80206 1 05/28/98 04
0410878920 05 07/01/98 25
410878920 N 06/01/13
0
1754006 H93/G02 F 98,800.00 ZZ
180 97,984.00 2
5811 13 LARSEN LANE 8.625 980.18 80
8.375 980.18 123,500.00
SHAWNEE KS 66204 1 05/29/98 00
0430893271 05 07/01/98 0
9836817 N 06/01/13
0
1754010 H93/G02 F 98,800.00 ZZ
180 97,984.00 2
5806 08 LARSEN LANE 8.625 980.18 80
8.375 980.18 123,500.00
SHAWNEE KS 66204 1 05/29/98 00
0430893354 05 07/01/98 0
9836804 N 06/01/13
0
1754135 429/429 F 126,400.00 ZZ
180 125,260.04 1
7 BLUEBERRY LANE 7.625 1,180.75 80
7.375 1,180.75 158,000.00
STOCKHOLM NJ 07460 5 05/15/98 00
0063821010 03 07/01/98 0
0063821010 O 06/01/13
0
1754215 E86/G02 F 91,000.00 ZZ
180 90,172.11 1
65 EDGEWOOD ROAD 7.875 863.09 78
7.625 863.09 117,000.00
1
RINGWOOD NJ 07456 2 05/18/98 00
0430844530 05 07/01/98 0
24700 O 06/01/13
0
1754277 229/G02 F 51,730.00 ZZ
180 51,580.51 4
1022 & 1022 1/2 EAST SUBLETTE 8.000 494.36 70
7.750 494.36 73,900.00
POCATELLO ID 83201 5 07/15/98 00
0430991828 05 09/01/98 0
0016042509 N 08/01/13
0
1754281 549/549 F 70,000.00 ZZ
180 69,361.80 1
672 BRONTE AVENUE 7.500 648.91 68
7.250 648.91 103,000.00
WATSONVILLE CA 95076 5 05/05/98 00
64301044 05 07/01/98 0
64301044 O 06/01/13
0
1754304 A52/G02 F 468,750.00 ZZ
180 465,971.28 1
1 WIECUA TERRACE 7.750 4,412.23 75
7.500 4,412.23 625,000.00
ATLANTA GA 30342 5 06/15/98 00
0430874693 05 08/01/98 0
00 O 07/01/13
0
1754668 B96/G02 F 42,500.00 ZZ
180 42,250.81 1
866 MORRIS ROAD 7.875 403.10 83
7.625 403.10 51,500.00
TONEY AL 35773 5 06/22/98 23
0430868240 05 08/01/98 0
1754668 O 07/01/13
0
1754730 E22/G02 F 72,000.00 ZZ
180 70,692.49 1
107 MOUNTAIN BROOK DRIVE 7.250 657.26 60
7.000 657.26 122,000.00
RINGGOLD GA 30736 5 05/27/98 00
0410609713 05 07/01/98 0
410609713 O 06/01/13
0
1
1754784 003/G02 F 68,200.00 ZZ
180 67,617.73 1
4195 BROOKWOOD DRIVE 8.250 661.64 90
8.000 661.64 75,800.00
AUSTELL GA 30136 1 05/29/98 10
0430841890 05 07/01/98 20
0010080463 N 06/01/13
0
1754900 E22/G02 F 69,300.00 ZZ
180 68,654.35 1
FN 3072, W. FOX LAKE RD. 7.250 632.61 70
7.000 632.61 100,000.00
FIFTY LAKES MN 56448 2 05/22/98 00
0410865083 05 07/01/98 0
410865083 O 06/01/13
0
1754952 A78/G02 F 78,000.00 ZZ
180 77,319.25 2
1506 14TH AVENUE 8.000 745.41 65
7.750 745.41 120,000.00
GREELEY CO 80631 5 05/15/98 00
0430930677 05 07/01/98 0
010054758 N 06/01/13
0
1755079 664/G02 F 293,450.00 ZZ
180 290,832.22 1
18901 BRITTANY PLACE 7.750 2,762.18 73
7.500 2,762.18 405,000.00
ROWLAND HEIGHTS CA 91748 1 05/26/98 00
0430850446 03 07/01/98 0
2566362 O 06/01/13
0
1755421 808/G02 F 60,000.00 ZZ
180 59,251.71 1
16051 IDAHO AVENUE 7.500 556.21 50
7.250 556.21 120,000.00
LEMOORE CA 93254 5 05/15/98 00
0430917286 05 07/01/98 0
9101485 O 06/01/13
0
1755655 450/G02 F 74,750.00 ZZ
180 74,311.72 2
1
1023-25 MARYLAND ST 7.875 708.97 54
7.625 708.97 140,000.00
GROSSE POINTE P MI 48230 5 06/02/98 00
0430851188 05 08/01/98 0
4499083 N 07/01/13
0
1755707 375/G02 F 75,000.00 ZZ
120 73,274.91 4
7407 W BECKER LANE 7.250 880.51 63
7.000 880.51 120,000.00
PEORIA AZ 85345 5 04/27/98 00
0430867739 05 06/01/98 0
739833 N 05/01/08
0
1755746 H22/G02 F 172,800.00 ZZ
180 172,278.12 1
24-19 24TH AVENUE 7.500 1,601.88 80
7.250 1,601.88 216,000.00
ASTORIA NY 11102 1 07/16/98 00
0430912758 05 09/01/98 0
9805034 O 08/01/13
0
1755807 568/G02 F 84,250.00 ZZ
180 84,003.82 1
1802 LIVE OAK LANE 7.875 799.07 90
7.625 799.07 93,650.00
HAMPTON GA 30229 1 07/15/98 01
0430926618 05 09/01/98 25
810374 O 08/01/13
0
1755818 E82/G02 F 15,000.00 ZZ
180 14,869.08 1
351 CENTENNIAL STREET #0D04 8.000 143.35 33
7.750 143.35 46,000.00
SCHWENKSVILLE PA 19473 1 06/02/98 00
0400101747 01 07/01/98 0
0400101747 O 06/01/13
0
1756054 950/G02 F 46,800.00 ZZ
180 46,400.42 1
10311 15TH AVENUE COURT EAST 8.250 454.03 90
8.000 454.03 52,000.00
TACOMA WA 98445 1 05/28/98 11
0430863381 05 07/01/98 25
1
059811 N 06/01/13
0
1756111 E22/G02 F 105,000.00 ZZ
180 103,346.76 1
764 OCEAN AVENUE 7.250 958.51 78
7.000 958.51 135,000.00
LONG BRANCH NJ 07740 1 06/09/98 00
0410726111 01 08/01/98 0
410726111 O 07/01/13
0
1756158 830/G02 F 67,000.00 ZZ
180 66,395.76 1
171 SWEETWATER DRIVE 7.625 625.87 89
7.375 625.87 75,750.00
VILLAGE OF FOUR MO 64152 2 05/30/98 11
0430846105 05 07/01/98 25
536467 O 06/01/13
0
1756160 830/G02 F 43,500.00 ZZ
180 42,999.26 1
1102 SOUTH 11 1/2 AVENUE 7.500 403.25 58
7.250 403.25 75,000.00
HANFORD CA 93230 2 06/02/98 00
0430846097 05 07/01/98 0
537388 O 06/01/13
0
1756163 G81/G02 F 200,000.00 ZZ
180 198,761.47 1
7642 SW 84 PLACE 7.250 1,825.73 39
7.000 1,825.73 520,000.00
MIAMI FL 33143 5 06/24/98 00
0430885251 05 08/01/98 0
21805156 O 07/01/13
0
1756170 830/G02 F 198,000.00 ZZ
180 196,194.82 1
4938 RUBIO AVENUE 7.500 1,835.48 44
7.250 1,835.48 450,000.00
ENCINO CA 91436 2 06/02/98 00
0430846089 05 07/01/98 0
537634 O 06/01/13
0
1
1756285 575/G02 F 69,200.00 ZZ
180 68,789.78 1
20211 TILSTOCK DRIVE 7.750 651.37 80
7.500 651.37 86,500.00
KATY TX 77450 1 06/04/98 00
0430880351 03 08/01/98 0
0009111154 N 07/01/13
0
1756326 676/676 F 135,000.00 T
180 133,769.18 1
4300 WAILAE AVENUE 7.500 1,251.47 48
#B-1201 7.250 1,251.47 285,000.00
HONOLULU HI 96816 1 05/18/98 00
860100299511 06 07/01/98 0
860100299511 O 06/01/13
0
1756373 G26/G02 F 165,000.00 ZZ
180 164,512.51 1
235 COLUMBUS AVENUE 7.750 1,553.11 75
7.500 1,553.11 220,000.00
NORTH BABYLON NY 11704 5 06/29/98 00
0430926303 05 09/01/98 0
0000 O 08/01/13
0
1756474 E26/G02 F 60,900.00 ZZ
180 60,356.72 1
356 LIBERTY ROAD 7.750 573.24 43
7.500 573.24 142,000.00
STERARTSVILLE NJ 08886 5 05/22/98 00
0430848226 05 07/01/98 0
60800415 O 06/01/13
0
1756508 253/253 F 112,500.00 ZZ
180 111,474.32 1
5325 LUCILLE DR NE 7.500 1,042.89 75
7.250 1,042.89 150,000.00
ALBUQUERQUE NM 87111 5 05/22/98 00
915349 05 07/01/98 0
915349 O 06/01/13
0
1756521 253/253 F 45,500.00 ZZ
180 45,098.50 1
2409 DEVONSHIRE DR 7.875 431.55 69
7.625 431.55 66,000.00
1
AUSTIN TX 78723 5 05/29/98 00
911631 05 07/01/98 0
911631 N 06/01/13
0
1756552 253/253 F 30,000.00 ZZ
180 29,723.50 1
294 MORNINGSIDE AVENUE 7.375 275.98 49
7.125 275.98 62,000.00
DAYTONA BEACH FL 32118 1 06/01/98 00
914578 05 07/01/98 0
914578 O 06/01/13
0
1756656 439/G02 F 100,000.00 T
180 99,111.80 1
1255 MAYFLOWER AVE 7.800 944.15 75
7.550 944.15 135,000.00
BRONX NY 10461 1 06/01/98 00
0430896894 05 07/01/98 0
1947292 O 06/01/13
0
1756657 439/G02 F 536,000.00 ZZ
180 531,081.62 1
1033 S POINT VIEW ST 7.500 4,968.79 80
7.250 4,968.79 670,000.00
LOS ANGELES CA 90035 5 04/27/98 00
0430896902 05 07/01/98 0
1955681 O 06/01/13
0
1756659 439/G02 F 63,700.00 T
180 63,111.60 1
117 VITORIA LN 7.350 585.10 75
7.100 585.10 84,933.00
PALM DESERT CA 92211 1 05/14/98 00
0430896928 09 07/01/98 0
1959310 O 06/01/13
0
1756660 439/G02 F 33,000.00 T
180 32,704.32 1
2400 WINDING CREEK BLVD 103 7.700 309.68 75
BLD 24 7.450 309.68 44,000.00
CLEARWATER FL 33761 1 05/26/98 00
0430896944 01 07/01/98 0
1963800 O 06/01/13
0
1
1756723 E82/G02 F 84,500.00 ZZ
180 83,778.57 1
1700 GEARY STREET 8.250 819.77 64
8.000 819.77 134,000.00
RENO NV 89503 5 06/01/98 00
0400120630 05 07/01/98 0
400120630 O 06/01/13
0
1756797 757/G02 F 150,000.00 ZZ
180 147,562.90 1
114 HOOPER HILL ROAD 7.500 1,390.52 45
7.250 1,390.52 340,000.00
NEW BOSTON NH 03070 5 05/15/98 00
0430851907 05 07/01/98 0
3509791 O 06/01/13
0
1756798 E82/G02 F 44,550.00 ZZ
180 44,283.01 1
1313 AMHERST DRIVE 7.625 416.15 55
7.375 416.15 81,000.00
LEXINGTON KY 40515 2 06/08/98 00
0400122388 05 08/01/98 0
400122388 N 07/01/13
0
1756830 757/G02 F 42,000.00 ZZ
180 41,759.09 1
1147 TILLMAN STREET 8.125 404.42 70
7.875 404.42 60,000.00
CONYERS GA 30012 5 06/09/98 00
0430851089 05 08/01/98 0
3807555 N 07/01/13
0
1756862 E57/G02 F 188,000.00 ZZ
180 186,810.28 1
28306 LINDA VISTA 7.000 1,689.80 80
6.750 1,689.80 235,000.00
SANTA CLARITA CA 91351 2 06/19/98 00
0430915926 05 08/01/98 0
183882001631 O 07/01/13
0
1756954 E22/G02 F 50,000.00 ZZ
180 49,144.69 1
1
519 JON COURT 7.750 470.64 25
7.500 470.64 203,000.00
DIAMOND BAR CA 91765 1 06/02/98 00
0410892921 05 08/01/98 0
410892921 O 07/01/13
0
1756962 E22/G02 F 57,400.00 ZZ
180 56,881.61 1
115 TARANGO LANE 8.000 548.54 70
7.750 548.54 82,000.00
IRVING TX 75061 1 05/29/98 00
0410891162 05 07/01/98 0
410891162 N 06/01/13
0
1756996 E22/G02 F 139,750.00 ZZ
180 138,974.72 2
221 AND 221 1/2 SOUTH ROWAN 8.500 1,376.17 67
AVENUE 8.250 1,376.17 210,000.00
LOS ANGELES ARE CA 90063 5 06/04/98 00
0410868533 05 08/01/98 0
410868533 N 07/01/13
0
1756998 E22/G02 F 224,900.00 ZZ
180 223,581.38 1
5 FRANCAVILLA DRIVE 7.875 2,133.06 65
7.625 2,133.06 350,000.00
FAIRFIELD NJ 07004 2 06/05/98 00
0410886048 05 08/01/98 0
410886048 O 07/01/13
0
1757002 E22/G02 F 110,000.00 T
180 109,303.89 1
1955 LINDBERGH CIRCLE 7.000 988.71 68
6.750 988.71 162,000.00
PENN FOREST TWP PA 18210 5 06/10/98 00
0410816383 03 08/01/98 0
410816383 O 07/01/13
0
1757005 E22/G02 F 427,100.00 ZZ
180 422,989.99 1
40760 VIA TRANQUILO 6.875 3,809.11 74
6.625 3,809.11 580,000.00
PALMDALE CA 93551 5 05/12/98 00
0410827042 03 07/01/98 0
1
410827042 O 06/01/13
0
1757012 E22/G02 F 75,000.00 ZZ
180 74,579.27 1
11572 LINNET COURT 8.375 733.07 47
8.125 733.07 160,000.00
PENN VALLEY CA 95946 5 05/29/98 00
0410856108 03 08/01/98 0
410856108 O 07/01/13
0
1757013 E22/G02 F 54,000.00 T
180 53,529.42 1
1711 RIVERSIDE 8.250 523.88 75
8.000 523.88 72,000.00
GLADWIN MI 48661 5 05/29/98 00
0410865935 05 07/01/98 0
410865935 O 06/01/13
0
1757047 375/G02 F 90,000.00 T
180 88,937.66 1
304 ESCALONA DRIVE 7.875 853.61 28
7.625 853.61 330,000.00
CAPITOLA CA 95010 5 04/09/98 00
0430870923 05 06/01/98 0
739075 O 05/01/13
0
1757373 K88/G02 F 121,500.00 ZZ
180 121,156.58 2
86 GUILDEN STREET 8.250 1,178.73 90
8.000 1,178.73 135,000.00
NEW BRUNSWICK NJ 08901 1 07/31/98 04
0430964908 05 09/01/98 25
7638 N 08/01/13
0
1757600 624/G02 F 223,550.00 ZZ
180 221,467.21 1
4308 IDLEDALE DRIVE 7.250 2,040.70 85
7.000 2,040.70 263,000.00
FORT COLLINS CO 80526 5 06/01/98 01
0430843110 03 07/01/98 6
73011580773F O 06/01/13
0
1
1757609 E22/G02 F 90,000.00 ZZ
180 89,460.61 1
12 DOGWOOD STREET 7.625 840.72 70
7.375 840.72 130,000.00
SAG HARBOR NY 11963 2 06/05/98 00
0410864698 05 08/01/98 0
410864698 O 07/01/13
0
1757613 E22/G02 F 115,200.00 T
180 114,172.34 1
6485 NW 109 AVENUE 7.750 1,084.35 62
7.500 1,084.35 187,466.00
MIAMI FL 33178 1 06/03/98 00
0410883219 09 07/01/98 0
410883219 O 06/01/13
0
1757633 E22/G02 F 112,000.00 ZZ
180 111,298.86 1
23355 HARVARD SHORE 7.125 1,014.53 80
6.875 1,014.53 140,000.00
CLINTON TWP MI 48035 5 06/05/98 00
0410877716 05 08/01/98 0
410877716 O 07/01/13
0
1757654 E22/G02 F 65,000.00 ZZ
180 64,623.07 1
2049 SOUTH OCEAN DRIVE 8.000 621.17 75
UNIT #1103 7.750 621.17 87,500.00
HALLANDALE FL 33009 1 06/10/98 00
0410839005 06 08/01/98 0
410839005 O 07/01/13
0
1757680 E22/G02 F 68,250.00 ZZ
180 67,673.72 1
6323 PAPAGO COURT 8.375 667.09 65
8.125 667.09 105,000.00
FORT WAYNE IN 46815 5 05/26/98 00
0410825368 05 07/01/98 0
410825368 O 06/01/13
0
1757743 E22/G02 F 31,950.00 ZZ
180 31,552.66 1
22456 HERNANDO AVE. 8.500 314.62 90
8.250 314.62 35,500.00
1
PORT CHAROLOTTE FL 33952 1 06/11/98 04
0410901235 05 08/01/98 25
410901235 N 07/01/13
0
1757781 E22/G02 F 85,000.00 ZZ
180 83,734.46 1
10150 NW 22ND COURT 7.625 794.01 60
7.375 794.01 144,000.00
PEMBROKE PINES FL 33024 2 06/05/98 00
0410843759 05 08/01/98 0
410843759 O 07/01/13
0
1757841 664/G02 F 180,000.00 ZZ
180 178,267.84 1
9557 SEVILLE WAY 6.875 1,605.34 42
6.625 1,605.34 435,000.00
CYPRESS CA 92668 2 05/26/98 00
0430859637 05 07/01/98 0
2535706 O 06/01/13
0
1757969 B75/G02 F 155,000.00 ZZ
180 153,632.33 1
5511 CALVERT ST 7.875 1,470.10 94
7.625 1,470.10 166,000.00
CHURCHTON MD 20733 2 05/22/98 04
0430913863 05 07/01/98 30
7754922 O 06/01/13
0
1757974 638/G02 F 185,500.00 ZZ
180 184,376.03 1
528 EAST FLOYD DRIVE 7.500 1,719.61 80
7.250 1,719.61 234,000.00
SANDY UT 84070 2 06/02/98 00
0430854604 05 08/01/98 0
8739859 O 07/01/13
0
1757984 638/G02 F 54,400.00 ZZ
180 53,909.38 1
6304 FRIARS ROAD #331 7.625 508.17 80
7.375 508.17 68,000.00
SAN DIEGO CA 92108 5 05/15/98 00
0430856633 01 07/01/98 0
8739097 O 06/01/13
0
1
1758069 E22/G02 F 77,000.00 ZZ
120 76,143.67 1
101 TWINS LANE 7.750 924.08 60
7.500 924.08 130,000.00
ELLISTON MT 59728 2 06/01/98 00
0410892012 05 08/01/98 0
410892012 O 07/01/08
0
1758117 E22/G02 F 332,000.00 ZZ
180 329,070.56 1
748 NEW DOVER ROAD 7.875 3,148.85 80
7.625 3,148.85 415,000.00
EDISON NJ 08820 2 05/29/98 00
0410871156 05 07/01/98 0
410871156 O 06/01/13
0
1758146 E22/G02 F 52,000.00 ZZ
180 51,504.95 1
7400 SW 130 AVE 7.000 467.39 35
6.750 467.39 150,000.00
MIAMI FL 33183 2 05/28/98 00
0410773915 05 07/01/98 0
410773915 O 06/01/13
0
1758154 E22/G02 F 54,800.00 ZZ
180 54,326.95 1
12901 SW 190 STREET 8.125 527.66 38
7.875 527.66 145,000.00
MIAMI FL 33177 5 06/01/98 00
0410881486 05 07/01/98 0
410881486 N 06/01/13
0
1758216 E22/G02 F 89,000.00 ZZ
180 88,506.25 2
3701-03 MCDANIEL 8.500 876.42 79
8.250 876.42 114,000.00
BLUE SPRINGS MO 64015 2 06/04/98 00
0410863203 05 08/01/98 0
410863203 N 07/01/13
0
1758237 A02/G02 F 106,000.00 ZZ
180 105,385.31 1
1
44 EAST CANTERBURY LANE 8.000 1,012.99 45
7.750 1,012.99 240,000.00
BUFFALO GROVE IL 60089 2 07/02/98 00
0430970285 05 08/01/98 0
1981902 O 07/01/13
0
1758266 E22/G02 F 85,000.00 ZZ
180 84,282.27 1
1204 WILLIAMS BOULEVARD 8.375 830.81 63
8.125 830.81 135,000.00
KENNER LA 70062 5 05/28/98 00
0410879795 05 07/01/98 0
410879795 O 06/01/13
0
1758343 G08/G02 F 136,900.00 ZZ
120 133,917.68 1
5220 CREEKS BEND LN 8.250 1,679.12 83
8.000 1,679.12 165,000.00
HIXSON TN 37343 5 04/29/98 14
0430983718 05 06/01/98 12
5098496 O 05/01/08
0
1758354 E22/G02 F 110,400.00 ZZ
180 109,393.48 1
29320 LAUREL DRIVE 7.500 1,023.42 80
7.250 1,023.42 138,000.00
FARMINGTON MI 48331 2 05/29/98 00
0410807671 01 07/01/98 0
410807671 O 06/01/13
0
1758384 E22/G02 F 59,500.00 ZZ
180 58,957.54 1
2605 ENFIELD ROAD #206 7.500 551.57 70
7.250 551.57 85,000.00
AUSTIN TX 78703 1 05/28/98 00
0410838981 01 07/01/98 0
410838981 N 06/01/13
0
1758402 E22/G02 F 48,000.00 ZZ
180 47,562.36 1
2289 SW 16TH STREET 7.500 444.97 46
7.250 444.97 105,000.00
MIAMI FL 33145 5 05/28/98 00
0410874374 05 07/01/98 0
1
410874374 O 06/01/13
0
1758413 G08/G02 F 65,000.00 ZZ
180 64,257.49 1
424 CONFEDERATE AVENUE 8.250 630.60 77
8.000 630.60 85,000.00
DALLAS GA 30132 1 04/24/98 00
0430856492 05 06/01/98 0
5170782 N 05/01/13
0
1758423 E22/G02 F 32,400.00 ZZ
180 31,782.02 2
365 & 369 SOUTH WILDWOOD 8.875 326.22 90
8.625 326.22 36,000.00
KANKAKEE IL 60901 1 05/29/98 04
0410888184 05 07/01/98 25
410888184 N 06/01/13
0
1758442 E26/G02 F 109,000.00 ZZ
180 108,027.63 1
1130 SUMMIT CREST 7.750 1,026.00 78
7.500 1,026.00 140,000.00
SAN ANTONIO TX 78258 2 05/19/98 00
0430856336 03 07/01/98 0
32800185 N 06/01/13
0
1758516 661/661 F 113,200.00 ZZ
180 111,774.32 1
4032 BUD UMPHREY ROAD 7.125 1,025.39 100
6.875 1,025.39 113,200.00
ALTOONA AL 35952 1 04/09/98 92
3365095 05 06/01/98 30
3365095 O 05/01/13
0
1758607 E22/G02 F 58,500.00 ZZ
180 57,989.43 1
808 WEST 29TH, UNIT #101 8.000 559.06 75
7.750 559.06 78,000.00
AUSTIN TX 78705 1 05/28/98 00
0410880256 01 07/01/98 0
410880256 N 06/01/13
0
1
1758615 E22/G02 F 140,000.00 ZZ
180 138,948.27 1
1441 TIMBERWOOD LANE 7.500 1,297.82 80
7.250 1,297.82 175,000.00
CREVE COEUR MO 63146 1 06/05/98 00
0410875959 05 08/01/98 0
410875959 O 07/01/13
0
1758636 E22/G02 F 64,000.00 ZZ
180 63,644.95 3
1071-3-5 1ST AVENUE SOUTH 8.500 630.23 80
8.250 630.23 80,000.00
GREAT FALLS MT 59406 5 06/05/98 00
0410867790 05 08/01/98 0
410867790 O 07/01/13
0
1758677 637/G02 F 54,400.00 ZZ
180 53,925.21 2
2462/2464 MERCURY DRIVE 8.000 519.88 80
7.750 519.88 68,000.00
COCOA FL 32926 3 05/06/98 00
0430857979 05 07/01/98 0
10311371 O 06/01/13
0
1758683 E22/G02 F 33,300.00 ZZ
180 33,100.05 1
2656 BEAL STREET 8.250 323.06 90
8.000 323.06 37,000.00
DELTONA FL 32738 1 06/08/98 04
0410891113 05 08/01/98 25
410891113 N 07/01/13
0
1758714 E22/G02 F 101,600.00 ZZ
180 101,004.29 1
1018 KENILWORTH ROAD 7.875 963.63 80
7.625 963.63 127,000.00
OKLAHOMA CITY OK 73116 1 06/12/98 00
0410881627 05 08/01/98 0
410881627 O 07/01/13
0
1758722 227/G02 F 108,500.00 ZZ
180 107,870.79 1
6000 BRADMORE STREET 8.000 1,036.89 70
7.750 1,036.89 155,000.00
1
ALEXANDRIA VA 22315 1 06/05/98 00
0430874149 03 08/01/98 0
1767198 N 07/01/13
0
1758766 A26/G02 F 179,200.00 ZZ
180 179,200.00 2
145 THRONYCROFT AVENUE 8.000 1,712.53 80
7.750 1,712.53 224,000.00
STATEN ISLAND NY 10312 5 08/12/98 00
0431006402 05 10/01/98 0
11307 O 09/01/13
0
1758782 E22/G02 F 178,400.00 ZZ
180 177,247.24 1
1310 E. MICHELLE DR. 7.250 1,628.55 80
7.000 1,628.55 223,000.00
PALATINE IL 60067 2 06/08/98 00
0410898563 05 08/01/98 0
410898563 O 07/01/13
0
1758784 E22/G02 F 112,500.00 ZZ
180 111,875.88 2
9108 SW 38 STREET 8.500 1,107.83 90
8.250 1,107.83 125,000.00
MIAMI FL 33165 1 06/12/98 04
0410854491 05 08/01/98 25
410854491 N 07/01/13
0
1759029 E22/G02 F 44,000.00 ZZ
180 43,598.83 1
54 MADRID LANE 7.500 407.89 80
BLGE 15, UNIT 15 7.250 407.89 55,000.00
DAVIE FL 33324 1 06/03/98 00
0410888101 01 07/01/98 0
410888101 O 06/01/13
0
1759063 K56/G02 F 160,000.00 ZZ
180 158,006.37 2
4101/4103 VIRGINIA AVENUE 7.250 1,460.58 80
7.000 1,460.58 200,000.00
SPRINGFIELD OR 97478 2 04/20/98 00
0430851717 07 06/01/98 0
H00066 O 05/01/13
0
1
1759193 H49/G02 F 68,250.00 ZZ
180 67,845.42 1
10 SCHUBER PLACE 7.750 642.42 70
7.500 642.42 97,500.00
EATONTOWN NJ 07724 1 06/30/98 00
0430904078 05 08/01/98 0
0030045356 O 07/01/13
0
1759219 E46/G02 F 113,600.00 ZZ
180 112,919.15 1
3154 BOUCHARD WAY 7.625 1,061.18 80
7.375 1,061.18 142,000.00
MARIETTA GA 30066 5 06/29/98 00
0430901306 05 08/01/98 0
1171484626 O 07/01/13
0
1759254 882/G02 F 371,000.00 T
180 367,901.77 1
CHURCH STREET 8.500 3,653.38 68
8.250 3,653.38 550,000.00
DORSET VT 05251 1 06/04/98 00
0430882613 05 07/01/98 0
0000 O 06/01/13
0
1759335 J86/G02 F 61,000.00 ZZ
180 60,827.59 1
7864 LAKELAND ROAD 8.250 591.79 59
8.000 591.79 105,000.00
SHOW LOW AZ 85901 5 07/20/98 00
0430926592 27 09/01/98 0
BURTOJ1395AZ015 O 08/01/13
0
1759419 H37/G02 F 77,000.00 ZZ
180 76,568.05 1
81 CLEVELAND AVENUE 8.375 752.62 65
8.125 752.62 120,000.00
NEWARK DE 19711 2 06/02/98 00
0430889956 05 08/01/98 0
100271 N 07/01/13
0
1759443 907/G02 F 115,000.00 ZZ
180 113,242.49 1
1
6 SOUTH PASCACK ROAD 7.875 1,090.72 52
7.625 1,090.72 225,000.00
PEARL RIVER NY 10965 1 04/24/98 00
0430863837 05 06/01/98 0
00 O 05/01/13
0
1759525 830/G02 F 82,500.00 ZZ
180 81,690.36 1
619 FALCON DRIVE 7.000 741.53 75
6.750 741.53 111,000.00
VALLEJO CA 94589 5 06/03/98 00
0430915470 05 07/01/98 0
537534 O 06/01/13
0
1759573 F61/G02 F 298,500.00 ZZ
180 295,866.15 1
9428 NORTH LONGFEATHER 7.875 2,831.12 75
7.625 2,831.12 398,031.00
FOUNTAIN HILLS AZ 85268 1 05/01/98 00
0430866368 03 07/01/98 0
9806965 N 06/01/13
0
1759607 H22/G02 F 65,000.00 ZZ
180 64,803.69 2
152-08 84TH DRIVE 7.500 602.56 33
7.250 602.56 200,000.00
JAMAICA NY 11432 5 07/20/98 00
0430929224 05 09/01/98 0
9806028 O 08/01/13
0
1759673 229/G02 F 72,600.00 ZZ
180 72,183.60 1
15015 HAWTHORNE CIRCLE 8.125 699.06 62
7.875 699.06 118,000.00
OMAHA NE 68154 2 07/02/98 00
0430923185 05 08/01/98 0
16020026 N 07/01/13
0
1759842 144/144 F 75,000.00 ZZ
180 75,000.00 1
29 COUNTY RTE 48 6.750 663.68 60
6.500 663.68 125,000.00
PINE BUSH NY 12566 5 08/18/98 00
0000 05 10/01/98 0
1
0000 O 09/01/13
0
1759855 369/G02 F 431,200.00 T
180 427,268.69 1
123 27TH STREET 7.500 3,997.28 80
7.250 3,997.28 539,000.00
NEWPORT BEACH CA 92663 1 05/28/98 00
0430855148 05 07/01/98 0
60623394 O 06/01/13
0
1759920 737/G02 F 112,500.00 ZZ
180 111,474.32 1
2482 EAST 96TH WAY 7.500 1,042.89 84
7.250 1,042.89 135,000.00
THORNTON CO 80229 2 05/27/98 14
0430875393 05 07/01/98 6
586719 O 06/01/13
0
1759999 E22/G02 F 132,000.00 ZZ
180 131,208.89 1
9033 EL MEASA COURT 7.625 1,233.05 85
7.375 1,233.05 157,000.00
ELK GROVE CA 95624 5 06/09/98 23
0410884274 05 08/01/98 0
410884274 O 07/01/13
0
1760022 H17/G02 F 58,700.00 T
180 58,539.56 1
925 NW 82ND AVENUE #221 8.625 582.35 70
8.375 582.35 83,900.00
MIAMI FL 33126 1 07/17/98 00
0430916684 01 09/01/98 0
00 O 08/01/13
0
1760060 561/561 F 110,000.00 ZZ
180 109,039.96 1
2041 LAWRY STREET 8.000 1,051.22 33
7.750 1,051.22 337,000.00
MERRICK NY 11566 5 05/18/98 00
9283938 05 07/01/98 0
9283938 O 06/01/13
0
1
1760114 E22/G02 F 105,750.00 ZZ
180 105,116.21 1
741 UNADILLA ST 7.625 987.85 75
7.375 987.85 141,000.00
PINCKNEY MI 48169 5 06/10/98 00
0410861900 05 08/01/98 0
410861900 O 07/01/13
0
1760116 E22/G02 F 109,500.00 ZZ
180 106,869.23 1
4799 GRAND AVENUE 7.625 1,022.87 75
7.375 1,022.87 146,000.00
ONTARIO CA 91762 5 06/03/98 00
0410822258 05 08/01/98 0
410822258 O 07/01/13
0
1760132 E22/G02 F 44,500.00 ZZ
180 44,193.27 1
1975 JACQUES ROAD 7.875 422.06 45
7.625 422.06 101,000.00
PALM SPRINGS CA 92262 5 06/04/98 00
0410893135 05 08/01/98 0
410893135 O 07/01/13
0
1760137 E22/G02 F 100,000.00 ZZ
180 99,439.03 1
13150 SW 69 AVENUE 8.375 977.43 23
8.125 977.43 450,000.00
MIAMI FL 33156 5 06/15/98 00
0410865406 05 08/01/98 0
410865406 N 07/01/13
0
1760148 514/G02 F 54,200.00 ZZ
180 53,371.26 1
7008 NOHL RANCH RD 7.500 502.44 80
7.250 502.44 67,800.00
FORT WORTH TX 76133 1 03/30/98 00
0430863118 05 05/01/98 0
018762 O 04/01/13
0
1760201 003/G02 F 58,850.00 ZZ
180 58,504.93 1
5881 BETTY STREET 7.875 558.17 90
7.625 558.17 65,400.00
1
AUSTELL GA 30106 1 06/17/98 12
0430864553 05 08/01/98 20
10495836 N 07/01/13
0
1760211 896/G02 F 104,200.00 ZZ
180 103,615.47 2
987 A & B NORTH AVENUE 8.375 1,018.48 75
8.125 1,018.48 140,000.00
ATLANTA GA 30306 2 06/11/98 11
0430861922 05 08/01/98 12
14318 N 07/01/13
0
1760283 K09/G02 F 46,700.00 ZZ
180 46,429.18 1
528 EAST CENTER STREET 8.000 446.29 85
7.750 446.29 55,000.00
RICHFIELD UT 84701 1 06/10/98 01
0430861252 05 08/01/98 17
0000 N 07/01/13
0
1760369 E23/G02 F 120,800.00 ZZ
180 120,068.06 1
2953 MAXSON ROAD 7.500 1,119.83 80
7.250 1,119.83 151,000.00
EL MONTE CA 91732 2 06/11/98 00
0430870352 03 08/01/98 0
50502982 O 07/01/13
0
1760421 E22/G02 F 87,000.00 ZZ
180 86,478.59 1
6218 VAN MAREN LANE 7.625 812.69 80
7.375 812.69 110,000.00
CITRUS HEIGHTS CA 95621 5 06/03/98 00
0410891568 07 08/01/98 0
410891568 O 07/01/13
0
1760426 731/G02 F 350,000.00 ZZ
180 347,902.38 1
6220 YELLOWSTONE TRAIL ROAD 7.625 3,269.45 72
7.375 3,269.45 487,000.00
COEUR D'ALENE ID 83814 5 06/05/98 00
0430877258 05 08/01/98 0
240335724 O 07/01/13
0
1
1760449 E22/G02 F 120,000.00 ZZ
180 119,288.65 1
6 LYNWOOD AVENUE 7.750 1,129.53 75
7.500 1,129.53 160,000.00
FARMINGVILLE NY 11738 5 06/11/98 00
0410869739 05 08/01/98 0
410869739 O 07/01/13
0
1760456 E22/G02 F 92,250.00 ZZ
180 91,659.87 1
14106 BARRYKNOLL LANE 6.875 822.74 75
6.625 822.74 123,000.00
HOUSTON TX 77026 1 06/16/98 00
0410899918 03 08/01/98 0
410899918 N 07/01/13
0
1760470 907/G02 F 68,000.00 ZZ
180 67,587.98 1
11883 SW 13TH COURT 7.500 630.37 80
7.250 630.37 85,000.00
DAVIE FL 33325 2 06/11/98 00
0430863894 09 08/01/98 0
10002814 N 07/01/13
0
1760536 E22/G02 F 112,400.00 T
180 111,450.90 1
17482 SW 33RD STREET 8.375 1,098.63 80
8.125 1,098.63 140,541.00
MIRAMAR FL 33029 1 05/21/98 00
0410887053 03 07/01/98 0
410887053 O 06/01/13
0
1760607 E22/G02 F 152,000.00 ZZ
180 151,098.96 1
410 NATCHEZ STREET LOFT 10 7.750 1,430.74 90
7.500 1,430.74 170,000.00
NEW ORLEANS LA 70130 1 06/10/98 10
0410865869 01 08/01/98 25
410865869 O 07/01/13
0
1760611 K13/G02 F 288,000.00 ZZ
180 286,273.93 1
1
2 WOODSORREL 7.625 2,690.30 80
7.375 2,690.30 360,000.00
IRVINE CA 92604 5 06/03/98 00
0430882209 05 08/01/98 0
39805106 O 07/01/13
0
1760660 129/G02 F 80,000.00 ZZ
180 79,536.08 2
420 NANTASKET AVENUE 8.000 764.52 64
7.750 764.52 125,000.00
HULL MA 02045 5 06/30/98 00
0430997379 05 08/01/98 0
3500186642 N 07/01/13
0
1760728 E78/G02 F 65,000.00 ZZ
180 64,645.78 1
203 ALDERSON AVENUE 8.700 647.72 69
8.450 647.72 94,500.00
BILLINGS MT 59101 5 06/02/98 00
0430864454 05 08/01/98 0
983441 O 07/01/13
0
1760767 E84/G02 F 135,950.00 ZZ
180 134,675.77 1
224 GROVENOR 8.125 1,309.04 61
7.875 1,309.04 225,000.00
SCHAUMBURG IL 60193 1 05/28/98 00
0430864850 05 07/01/98 0
25980194 O 06/01/13
0
1760769 E84/G02 F 58,950.00 ZZ
180 58,633.74 2
609-611 SOUTH 75TH STREET 8.875 593.53 90
8.625 593.53 65,500.00
KANSAS CITY KS 66111 1 06/15/98 11
0430865014 05 08/01/98 25
25980241 N 07/01/13
0
1760779 664/G02 F 53,000.00 ZZ
180 52,699.37 1
1130 NE 24 STREET 8.250 514.18 55
8.000 514.18 97,000.00
POMPANO BEACH FL 33062 5 06/11/98 00
0430914739 05 08/01/98 0
1
2617140 N 07/01/13
0
1760835 H37/G02 F 57,000.00 ZZ
180 56,680.25 1
83 E CLEVELAND AVENUE 8.375 557.13 68
8.125 557.13 84,000.00
NEWARK DE 19711 2 06/02/98 00
0430889881 05 08/01/98 0
00 N 07/01/13
0
1760884 E22/G02 F 96,800.00 ZZ
180 95,907.82 1
3818 PRINCE GEORGE LANE 7.375 890.49 80
7.125 890.49 121,000.00
RIVERBANK CA 95367 2 05/14/98 00
0410785489 05 07/01/98 0
410785489 O 06/01/13
0
1761041 A26/G02 F 123,500.00 ZZ
180 123,166.20 1
182 KISWICK STREET 8.750 1,234.32 65
8.500 1,234.32 190,000.00
STATEN ISLAND NY 10306 5 07/24/98 00
0430954230 05 09/01/98 0
00 O 08/01/13
0
1761085 B75/G02 F 140,000.00 ZZ
180 138,285.87 1
480 NORTH KAINALU DRIVE 7.250 1,278.01 35
7.000 1,278.01 400,000.00
KAILUA HI 96734 1 05/19/98 00
0430974188 05 07/01/98 0
7707433 O 06/01/13
0
1761202 G51/G02 F 29,250.00 ZZ
180 29,172.70 2
72 NORTH MAIN ST 9.000 296.68 90
8.750 296.68 32,500.00
DELEVAN NY 14042 1 07/17/98 01
0430921841 05 09/01/98 25
0 N 08/01/13
0
1
1761224 909/G02 F 255,000.00 ZZ
180 253,421.70 1
15408 SUTTON STREET 7.250 2,327.80 41
7.000 2,327.80 625,000.00
LOS ANGELES CA 91403 5 06/03/98 00
0430879312 05 08/01/98 0
6009252 O 07/01/13
0
1761235 E22/G02 F 79,100.00 ZZ
180 78,656.28 2
1401-1403 BLACKWELL DRIVE 8.375 773.14 90
8.125 773.14 88,000.00
IRVING TX 75061 1 06/11/98 10
0410910749 05 08/01/98 25
410910749 N 07/01/13
0
1761264 E22/G02 F 52,500.00 ZZ
180 52,188.46 1
4805 MCKINLEY AVENUE 7.875 497.94 69
7.625 497.94 77,000.00
TACOMA WA 98404 5 06/11/98 00
0410881338 05 08/01/98 0
410881338 N 07/01/13
0
1761279 975/G02 F 288,400.00 ZZ
180 286,633.39 1
6 MALAGA 7.375 2,653.06 80
7.125 2,653.06 360,500.00
IRVINE CA 92614 3 06/10/98 00
0430878355 05 08/01/98 0
981895 O 07/01/13
0
1761299 E22/G02 F 56,000.00 ZZ
180 55,689.34 1
4450 NORTH A1A, UNIT #303 8.500 551.45 70
8.250 551.45 80,000.00
VERO BEACH FL 32963 5 06/18/98 00
0410889778 06 08/01/98 0
410889778 N 07/01/13
0
1761304 E22/G02 F 58,800.00 ZZ
180 58,462.77 1
18401 N.E. 20TH COURT 8.125 566.17 70
7.875 566.17 84,000.00
1
NORTH MIAMI BEA FL 33021 5 06/18/98 00
0410892137 05 08/01/98 0
410892137 N 07/01/13
0
1761306 E22/G02 F 65,000.00 ZZ
180 64,639.40 2
405 RIDGE AVE 8.500 640.08 57
8.250 640.08 115,000.00
ASBURY PARK NJ 07712 1 06/18/98 00
0410851463 05 08/01/98 0
410851463 N 07/01/13
0
1761477 E22/G02 F 120,000.00 ZZ
180 118,941.16 1
138 29 ROAD 7.875 1,138.14 75
7.625 1,138.14 160,000.00
GRAND JUNCTON CO 81503 5 05/22/98 00
0410867303 05 07/01/98 0
410867303 O 06/01/13
0
1761556 637/G02 F 105,000.00 ZZ
180 104,689.78 1
619 RENALDO ROAD 7.750 988.34 68
7.500 988.34 155,000.00
DICKINSON TX 77539 1 07/01/98 00
0430979799 05 09/01/98 0
0010024362 O 08/01/13
0
1761580 129/G02 F 58,000.00 ZZ
120 57,691.71 1
387 TWIN LAKES POINT 8.500 719.12 64
8.250 719.12 91,500.00
SURFSIDE BEACH SC 29575 2 07/14/98 00
0430927459 05 09/01/98 0
3500187681 O 08/01/08
0
1761598 129/G02 F 113,900.00 ZZ
180 113,570.84 1
12060 CAVELL ST 8.000 1,088.49 85
7.750 1,088.49 134,000.00
LIVONIA MI 48150 5 07/16/98 10
0430961185 05 09/01/98 6
3500172097 O 08/01/13
0
1
1761610 H22/G02 F 200,000.00 ZZ
180 199,362.12 1
46-43 241 STREET 6.875 1,783.71 37
6.625 1,783.71 550,000.00
DOUGLASTON NY 11362 5 07/17/98 00
0430925818 05 09/01/98 0
9806037 O 08/01/13
0
1761628 950/G02 F 142,000.00 ZZ
180 141,185.59 1
10219 NORTHEAST 31ST PLACE 8.125 1,367.29 59
7.875 1,367.29 242,000.00
BELLEVUE WA 98004 1 06/11/98 00
0430870048 05 08/01/98 0
052798133 O 07/01/13
0
1761669 E26/G02 F 56,640.00 ZZ
180 56,123.61 1
423 HIGHLAND CIRCLE 7.500 525.06 80
7.250 525.06 70,800.00
CLARKSVILLE TN 37043 5 05/27/98 00
0430868265 05 07/01/98 0
33800589 O 06/01/13
0
1761678 K88/G02 F 262,000.00 ZZ
180 260,395.10 1
12 BROWNS LANE 7.375 2,410.20 71
7.125 2,410.20 371,000.00
ATLANTIC HIGHLA NJ 07716 2 06/29/98 00
0430888701 05 08/01/98 0
8041 O 07/01/13
0
1761687 562/562 F 78,500.00 ZZ
180 77,904.20 1
23 WATER GRANT UNIT 11B 8.250 761.57 79
8.000 761.57 100,000.00
YONKERS NY 10705 1 06/19/98 00
559781 06 08/01/98 0
559781 O 07/01/13
0
1761709 F03/G02 F 212,000.00 ZZ
180 210,672.85 1
1
310 MYRTLE OAK 7.125 1,920.36 33
6.875 1,920.36 650,000.00
SAN ANTONIO TX 78249 2 06/25/98 00
0430903237 03 08/01/98 0
SAT10466 O 07/01/13
0
1761800 F30/G02 F 117,200.00 ZZ
180 116,489.87 1
3438 LONERIDGE COURT 7.500 1,086.46 80
7.250 1,086.46 146,500.00
ANTELOPE CA 95843 1 06/10/98 00
0430858738 05 08/01/98 0
80490 O 07/01/13
0
1761839 H22/G02 F 150,000.00 ZZ
180 149,516.39 2
748 CRAWFORD AVENUE 6.750 1,327.36 60
6.500 1,327.36 250,000.00
BROOKLYN NY 11223 2 07/02/98 00
0430899955 07 09/01/98 0
9806031 O 08/01/13
0
1761843 E01/G02 F 208,000.00 ZZ
180 207,371.81 4
1324 MANOR AVENUE 7.500 1,928.19 80
7.250 1,928.19 260,000.00
BRONX NY 10472 2 07/09/98 00
0430905448 05 09/01/98 0
982986 O 08/01/13
0
1761857 A80/G02 F 73,800.00 ZZ
180 73,362.50 1
7701 SW 57TH AVENUE 7.750 694.67 90
UNIT 1 7.500 694.67 82,000.00
MIAMI FL 33143 1 06/15/98 12
0430861328 01 08/01/98 25
9816551 N 07/01/13
0
1761892 H86/G02 F 45,000.00 ZZ
180 44,715.61 1
1250 BON AVENUE 8.500 443.13 59
8.250 443.13 77,000.00
CASPER WY 82609 5 06/16/98 00
0430903120 05 08/01/98 0
1
148916 O 07/01/13
0
1761905 B28/G02 F 58,000.00 ZZ
180 57,674.63 1
1031 MARCELLA STREET NORTHEAST 8.375 566.91 62
8.125 566.91 95,000.00
ALBUQUERQUE NM 87112 5 06/15/98 00
0430889436 05 08/01/98 0
05980595 N 07/01/13
0
1761907 E22/G02 F 207,000.00 T
180 205,290.38 1
17405 SW 35 STREET 8.625 2,053.61 80
8.375 2,053.61 258,796.00
MIRAMAR FL 33029 1 05/14/98 95
0410849723 03 07/01/98 0
410849723 O 06/01/13
0
1761925 E56/G02 F 88,000.00 ZZ
180 87,489.68 1
12375 HWY 220 8.000 840.98 80
7.750 840.98 110,000.00
ATWOOD TN 38220 1 06/15/98 00
0430862953 05 08/01/98 0
0427984731503 O 07/01/13
0
1761997 811/G02 F 99,250.00 ZZ
180 98,648.63 1
4450 DOGWOOD CIRCLE 7.500 920.06 80
7.250 920.06 124,120.00
WESTON FL 33331 1 06/12/98 00
0430867903 03 08/01/98 0
107070 O 07/01/13
0
1762114 637/G02 F 171,220.00 ZZ
180 169,641.91 1
3020 SIERRA MILLS LANE 7.375 1,575.10 80
7.125 1,575.10 214,025.00
SACRAMENTO CA 95864 1 05/28/98 00
0430886200 03 07/01/98 0
8615171 O 06/01/13
0
1
1762142 637/G02 F 93,000.00 ZZ
180 92,152.08 4
3420 WELLESLEY DRIVE NE 7.500 862.13 65
7.250 862.13 145,000.00
ALBUQUERQUE NM 87107 5 05/14/98 00
0430864090 05 07/01/98 0
0011156817 N 06/01/13
0
1762172 A38/G02 F 30,000.00 ZZ
180 29,818.23 1
10244 HILLHOUSE LANE 7.500 278.10 66
7.250 278.10 45,500.00
DALLAS TX 75227 1 06/22/98 00
0430922435 05 08/01/98 0
1821147 N 07/01/13
0
1762192 A93/G02 F 136,800.00 ZZ
180 136,400.27 2
2357 EAST 15TH STREET 7.875 1,297.48 95
7.625 1,297.48 144,000.00
BROOKLYN NY 11229 1 07/30/98 10
0430964866 07 09/01/98 30
06982073 O 08/01/13
0
1762337 E82/G02 F 149,100.00 T
180 148,254.27 1
10200 STONE SCHOOL ROAD 8.250 1,446.48 70
8.000 1,446.48 213,000.00
LOUISVILLE KY 40059 1 06/24/98 00
0400126256 03 08/01/98 0
400126256 O 07/01/13
0
1762416 E45/G02 F 59,200.00 ZZ
120 57,810.58 1
6144 WHITE OAK DRIVE 6.875 683.55 80
6.625 683.55 74,000.00
FLOWERY BRANCH GA 30542 2 04/18/98 00
0430868455 05 06/01/98 0
36737 N 05/01/08
0
1762477 E22/G02 F 112,600.00 ZZ
180 111,619.49 1
5014 HOOK HOLLOW CIRCLE 8.000 1,076.06 80
7.750 1,076.06 140,776.00
1
ORLANDO FL 32837 1 06/19/98 00
0410783245 03 08/01/98 0
410783245 O 07/01/13
0
1762479 E22/G02 F 14,400.00 ZZ
180 14,321.00 1
2317 FAIRVIEW 8.625 142.86 90
8.375 142.86 16,000.00
WICHITA KS 67204 1 06/19/98 04
0410916787 05 08/01/98 25
410916787 N 07/01/13
0
1762483 B75/G02 F 60,500.00 ZZ
180 59,823.94 4
117 WEST MARSHALL STREET 8.500 595.77 55
8.250 595.77 110,000.00
NORRISTOWN PA 19401 5 04/08/98 00
0430959296 07 06/01/98 0
7639974 N 05/01/13
0
1762503 E23/G02 F 124,000.00 ZZ
180 123,264.94 1
6816-6820 CENTRAL AVENUE 7.750 1,167.18 80
7.500 1,167.18 155,000.00
LEMON GROVE CA 91945 2 06/16/98 00
0430892505 05 08/01/98 0
10503522 N 07/01/13
0
1762524 E22/G02 F 262,500.00 ZZ
180 260,977.76 1
2126 PIPPIN COURT 8.000 2,508.59 75
7.750 2,508.59 350,000.00
TROY MI 48098 2 06/08/98 00
0410880165 05 08/01/98 0
410880165 O 07/01/13
0
1762587 E22/G02 F 213,000.00 ZZ
180 211,058.04 1
6343 TAMALPAIS AVENUE 7.500 1,974.54 66
7.250 1,974.54 325,000.00
SAN JOSE CA 95120 1 05/26/98 00
0410869309 05 07/01/98 0
410869309 O 06/01/13
0
1
1762596 403/403 F 260,000.00 ZZ
180 257,629.52 1
70 BURTON ROAD 7.500 2,410.24 56
7.250 2,410.24 470,000.00
SALISBURY CT 06039 2 05/18/98 00
6650428 05 07/01/98 0
6650428 O 06/01/13
0
1762597 E22/G02 F 116,000.00 ZZ
180 115,312.36 1
346 WHITE STREET 7.750 1,091.88 80
7.500 1,091.88 145,000.00
ROSELLE NJ 07203 2 06/17/98 00
0410866347 05 08/01/98 0
410866347 O 07/01/13
0
1762599 E22/G02 F 141,000.00 ZZ
180 138,487.08 2
12 LINDEN AVENUE 7.875 1,337.32 89
7.625 1,337.32 160,000.00
JERSEY CITY NJ 07305 2 02/27/98 04
0410696082 05 04/01/98 25
410696082 N 03/01/13
0
1762615 144/144 F 475,000.00 ZZ
180 475,000.00 1
44 TRANQUILITY ROAD 7.125 4,302.70 65
6.875 4,302.70 740,000.00
WESLEY HILLS NY 10901 2 08/26/98 00
160625293 05 10/01/98 0
160625293 O 09/01/13
0
1762621 E22/G02 F 100,000.00 ZZ
180 99,432.78 4
1109 HIGHWAY 35 8.250 970.14 80
8.000 970.14 125,000.00
ROCKPORT TX 78382 1 06/16/98 00
0410910798 05 08/01/98 0
410910798 N 07/01/13
0
1762636 B28/G02 F 50,000.00 ZZ
180 49,710.04 2
1
3928-3928 1/2 HOLLYBROOK 8.000 477.83 59
7.750 477.83 85,500.00
PUEBLO CO 81005 5 06/15/98 00
0430881425 05 08/01/98 0
05980561 N 07/01/13
0
1762658 E22/G02 F 80,600.00 T
180 80,122.20 1
311 189TH STREET 7.750 758.67 75
7.500 758.67 107,500.00
MIAMI FL 33160 1 06/15/98 00
0410846729 05 08/01/98 0
410846729 O 07/01/13
0
1762674 E22/G02 F 148,000.00 ZZ
180 147,103.25 1
1713 NORTH NANCY LANE 7.500 1,371.98 80
7.250 1,371.98 185,000.00
SANTA ANA CA 92706 5 06/17/98 00
0410905087 05 08/01/98 0
410905087 O 07/01/13
0
1762675 623/G02 F 50,000.00 ZZ
180 49,591.63 1
3395 E ALICE 8.750 499.72 73
8.500 499.72 68,500.00
WHITEHALL MI 49461 1 05/14/98 00
0430869537 05 07/01/98 0
0995788 O 06/01/13
0
1762679 369/G02 F 53,000.00 ZZ
180 52,557.37 1
2084 GREENWOOD DRIVE 8.500 521.92 52
8.250 521.92 103,000.00
TALLAHASSEE FL 32303 1 06/04/98 00
0430871004 05 07/01/98 0
61939773 O 06/01/13
0
1762681 E22/G02 F 152,000.00 ZZ
180 151,027.65 1
12789 158TH COURT NORTH 6.875 1,355.62 80
6.625 1,355.62 190,000.00
JUPITER FL 33478 5 06/16/98 00
0410893317 05 08/01/98 0
1
410893317 O 07/01/13
0
1762692 369/G02 F 128,950.00 ZZ
180 127,799.67 1
880 TULLY #86 7.750 1,213.78 75
7.500 1,213.78 171,950.00
HOUSTON TX 77079 1 05/27/98 00
0430870238 05 07/01/98 0
61814224 O 06/01/13
0
1762712 B75/G02 F 140,000.00 ZZ
180 138,607.24 1
5540 NW 76TH PLACE 8.250 1,358.20 56
8.000 1,358.20 250,000.00
POMPANO BEACH FL 33073 5 05/14/98 00
0430887802 05 07/01/98 0
7752272 O 06/01/13
0
1762742 E22/G02 F 56,700.00 ZZ
180 56,381.93 2
754 JEFFERSON STREET NE 8.375 554.20 70
8.125 554.20 82,000.00
MINNEAPOLIS MN 55413 2 06/19/98 00
0410905624 05 08/01/98 0
410905624 N 07/01/13
0
1762829 E22/G02 F 31,900.00 ZZ
180 31,723.03 1
4907 RAVENS CREST DRIVE 8.500 314.13 75
UNIT #4907 8.250 314.13 42,644.00
PLAINSBORO NJ 08536 1 06/19/98 00
0410912232 01 08/01/98 0
410912232 N 07/01/13
0
1762867 A48/G02 F 60,000.00 ZZ
180 59,640.40 2
1704 46TH STREET 7.625 560.48 18
7.375 560.48 335,000.00
BROOKLYN NY 11204 5 06/18/98 00
0430983817 05 08/01/98 0
7212 O 07/01/13
0
1
1762898 J40/G02 F 119,000.00 ZZ
180 118,302.28 1
165 POPLAR RIDGE ROAD 7.875 1,128.66 78
7.625 1,128.66 153,200.00
DAHLONEGA GA 30533 2 06/11/98 00
0430872515 05 08/01/98 0
7596590 O 07/01/13
0
1762930 559/G02 F 35,000.00 ZZ
180 34,797.03 1
7167 NORTH 5TH EAST STREET 8.000 334.48 70
7.750 334.48 50,000.00
IDAHO FALLS ID 83401 1 06/05/98 00
0430894139 05 08/01/98 0
5476254 N 07/01/13
0
1762943 B75/G02 F 91,700.00 ZZ
180 90,890.86 1
1326 NORTH BEVERLY DRIVE 7.875 869.73 75
7.625 869.73 123,000.00
ROUND LAKE IL 60073 2 05/30/98 00
0430876698 05 07/01/98 0
7976335 O 06/01/13
0
1762993 664/G02 F 56,000.00 ZZ
180 55,571.60 1
651 SE 8TH AVENUE 7.375 515.16 17
7.125 515.16 335,000.00
POMPANO BEACH FL 33060 1 06/11/98 00
0430872473 05 08/01/98 0
2617132 O 07/01/13
0
1763084 D10/G02 F 139,050.00 ZZ
180 117,589.95 1
7515 WHITE HAWK DRIVE 7.500 1,289.01 70
7.250 1,289.01 198,700.00
ANCHORAGE AK 99507 1 07/01/98 00
0430916429 05 08/01/98 0
9253629 O 07/01/13
0
1763152 E22/G02 F 126,000.00 ZZ
180 125,269.33 1
10133 HIDDEN MEADOW LANE 8.000 1,204.12 55
7.750 1,204.12 230,000.00
1
INDIANAPOLIS IN 46229 5 06/12/98 00
0410905160 05 08/01/98 0
410905160 O 07/01/13
0
1763163 E22/G02 F 40,500.00 ZZ
180 40,144.34 1
1405 SOUTH TENNESSE STREE 8.000 387.04 90
7.750 387.04 45,000.00
MCKINNEY TX 75069 1 05/26/98 10
0410887079 05 07/01/98 25
410887079 N 06/01/13
0
1763170 E22/G02 F 104,600.00 ZZ
180 103,973.11 1
9249 ASHLEY TERRACE 7.625 977.10 80
7.375 977.10 132,000.00
MINNEAPOLIS MN 55443 2 06/12/98 00
0410874135 05 08/01/98 0
410874135 O 07/01/13
0
1763173 E22/G02 F 164,000.00 ZZ
180 163,048.96 1
3010 COURT DRIVE 8.000 1,567.27 72
7.750 1,567.27 228,000.00
LOWELL MI 49331 5 06/12/98 00
0410906481 05 08/01/98 0
410906481 O 07/01/13
0
1763232 E26/G02 F 52,500.00 ZZ
180 52,096.61 1
6415 VILLAGE LANE 8.000 501.72 68
7.750 501.72 78,000.00
COLORADO SPRING CO 80918 5 06/16/98 00
0430996454 01 08/01/98 0
32800169 N 07/01/13
0
1763239 E22/G02 F 62,000.00 ZZ
180 61,615.54 1
447 NIAGARA 7.750 583.59 75
7.500 583.59 82,900.00
PARK FOREST IL 60466 5 06/18/98 00
0410914113 05 08/01/98 0
410914113 O 07/01/13
0
1
1763253 E45/E45 F 231,000.00 ZZ
180 228,685.16 1
1169 CHAMBORD WAY NE 7.625 2,157.84 70
7.375 2,157.84 330,000.00
ATLANTA GA 30319 2 05/22/98 00
38627 05 07/01/98 0
38627 O 06/01/13
0
1763262 766/G02 F 64,500.00 ZZ
180 64,033.00 1
3464 MERIDIAN AVE 7.875 611.75 26
7.625 611.75 250,000.00
MIAMI BEACH FL 33140 2 06/19/98 00
0430877308 05 08/01/98 0
0234 O 07/01/13
0
1763365 225/225 F 41,650.00 ZZ
120 41,196.30 1
707 NORTH FOREST 8.125 508.09 85
7.875 508.09 49,000.00
INDEPENDENCE MO 64050 5 06/05/98 12
0000 05 08/01/98 12
0000 O 07/01/08
0
1763418 E22/G02 F 85,000.00 ZZ
180 84,507.10 1
4175 FISHER ROAD 8.000 812.30 53
7.750 812.30 162,000.00
BURTCHEVILLE TW MI 48059 5 06/18/98 00
0410899108 05 08/01/98 0
410899108 O 07/01/13
0
1763505 E22/G02 F 79,900.00 ZZ
180 79,426.36 1
821 SANDHURST DRIVE 7.750 752.08 80
7.500 752.08 99,900.00
PLANO TX 75025 1 06/22/98 00
0410905947 05 08/01/98 0
410905947 N 07/01/13
0
1763539 180/G02 F 102,150.00 ZZ
180 101,867.65 4
1
12702 LEADER 8.500 1,005.91 90
8.250 1,005.91 113,500.00
HOUSTON TX 77072 1 07/08/98 04
0430967000 05 09/01/98 25
0012999546 N 08/01/13
0
1763556 E22/G02 F 57,300.00 ZZ
180 56,971.37 1
1555 WEST JAY STREET 8.125 551.73 75
7.875 551.73 76,500.00
PASCO WA 99301 5 06/04/98 00
0410813570 05 08/01/98 0
410813570 N 07/01/13
0
1763580 E22/G02 F 140,900.00 ZZ
180 140,055.55 1
954 WEWANNA AVENUE 7.625 1,316.19 75
7.375 1,316.19 190,000.00
UNION NJ 07083 5 06/18/98 00
0410869044 05 08/01/98 0
410869044 O 07/01/13
0
1763737 E22/G02 F 46,500.00 ZZ
180 46,221.32 1
2809 COPELAND STREET 7.625 434.37 75
7.375 434.37 62,000.00
KNOXVILLE TN 37917 5 06/19/98 00
0410892202 05 08/01/98 0
410892202 O 07/01/13
0
1763740 E22/G02 F 140,000.00 ZZ
180 139,151.72 1
10217 GERONIMO DRIVE 7.500 1,297.82 80
7.250 1,297.82 175,000.00
NORMAN OK 73071 1 06/23/98 00
0410912638 05 08/01/98 0
410912638 O 07/01/13
0
1763768 E22/G02 F 66,400.00 ZZ
180 66,006.38 1
19 NORTHWEST 6TH AVENUE 7.750 625.01 80
7.500 625.01 83,000.00
MILTON FREEWATE OR 97862 5 06/16/98 00
0410870596 05 08/01/98 0
1
410870596 O 07/01/13
0
1763788 E22/G02 F 91,000.00 ZZ
180 90,466.45 3
5644 ELLSWORTH&3819/3823 7.875 863.09 70
7.625 863.09 130,000.00
DALLAS TX 75206 5 06/25/98 00
0410883995 05 08/01/98 0
410883995 N 07/01/13
0
1763800 134/G02 F 145,000.00 ZZ
180 144,159.14 1
8565 PLEASANT COVE DRIVE 8.000 1,385.70 64
7.750 1,385.70 230,000.00
LA PAZ COUNTY AZ 85344 5 06/10/98 00
0430869933 05 08/01/98 0
59271777 O 07/01/13
0
1763879 E22/G02 F 135,450.00 ZZ
180 134,664.53 1
976 164TH AVENUE SOUTHEAST 8.000 1,294.43 90
7.750 1,294.43 150,500.00
BELLEVUE WA 98008 1 06/18/98 04
0410905236 05 08/01/98 25
410905236 N 07/01/13
0
1763897 G41/G02 F 58,000.00 ZZ
180 57,471.20 1
1877 LUPINE DRIVE 7.500 537.67 70
7.250 537.67 83,000.00
WILLITS CA 95490 5 05/29/98 00
0430975995 05 07/01/98 0
62100450 O 06/01/13
0
1763963 H22/G02 F 266,500.00 ZZ
180 266,500.00 2
32-43 33 STREET 7.375 2,451.60 74
7.125 2,451.60 362,000.00
ASTORIA NY 11106 1 08/04/98 00
0430960948 05 10/01/98 0
9806034 O 09/01/13
0
1
1763985 E22/G02 F 79,300.00 ZZ
180 78,835.06 1
1402 VERA CRUZ LANE 7.875 752.12 70
7.625 752.12 113,300.00
WESTON FL 33327 1 06/26/98 00
0410916498 09 08/01/98 0
410916498 O 07/01/13
0
1763987 E22/G02 F 43,400.00 ZZ
180 43,159.23 1
1652 LISCOMB ROAD 8.500 427.38 70
8.250 427.38 62,000.00
COLUMBUS OH 43206 5 06/25/98 00
0410925093 05 08/01/98 0
410925093 N 07/01/13
0
1764019 E22/G02 F 134,000.00 ZZ
180 133,170.18 1
7 ALTON WAY 7.250 1,223.24 63
7.000 1,223.24 214,100.00
WASHINGTON TOWN NJ 08080 2 06/12/98 00
0410820062 05 08/01/98 0
410820062 O 07/01/13
0
1764036 E22/G02 F 50,000.00 ZZ
180 49,283.57 2
203 LIBERTY AVENUE 8.250 485.08 59
8.000 485.08 85,000.00
JERSEY CITY NJ 07306 1 03/10/98 00
0410686471 05 05/01/98 0
410686471 O 04/01/13
0
1764039 134/G02 F 95,400.00 ZZ
180 94,494.90 1
410 COLLEGE ST 8.500 939.45 90
8.250 939.45 106,000.00
FINDLAY OH 45840 1 05/29/98 14
0430873760 05 07/01/98 20
59302437 N 06/01/13
0
1764086 G41/G02 F 228,500.00 ZZ
180 227,809.91 1
11205 BOBCAT LANE 7.500 2,118.22 77
7.250 2,118.22 300,000.00
1
ARROYO GRANDE CA 93420 2 07/20/98 00
0430993477 05 09/01/98 0
0000 O 08/01/13
0
1764111 225/225 F 65,000.00 ZZ
180 64,618.88 1
1660 SHERMAN MT ZION 7.875 616.50 39
7.625 616.50 170,000.00
DRY RIDGE KY 41035 2 06/10/98 00
7027283 05 08/01/98 0
7027283 O 07/01/13
0
1764120 225/225 F 105,000.00 ZZ
180 104,277.17 1
9128 RENDALIA STREET 7.375 965.92 59
7.125 965.92 180,500.00
BELLFLOWER CA 90706 2 06/01/98 00
7026572 05 08/01/98 0
7026572 O 07/01/13
0
1764127 E22/G02 F 235,500.00 ZZ
180 234,057.42 1
8908 196TH STREET SOUTHEAST 7.375 2,166.42 73
7.125 2,166.42 324,000.00
SNOHOMISH WA 98296 2 06/02/98 00
0410884324 05 08/01/98 0
410884324 O 07/01/13
0
1764133 E22/G02 F 120,000.00 ZZ
120 118,409.36 1
5401 OAKLEAF CIRCLE 7.000 1,393.30 57
6.750 1,393.30 212,000.00
PLACERVILLE CA 95667 2 06/01/98 00
0410890149 05 08/01/98 0
410890149 O 07/01/08
0
1764231 003/G02 F 192,600.00 ZZ
180 191,531.51 1
2606 NE 32ND AVENUE 8.500 1,896.61 90
8.250 1,896.61 214,000.00
FORT LAUDERDALE FL 33308 1 06/22/98 12
0430880724 05 08/01/98 25
10466530 N 07/01/13
0
1
1764321 966/G02 F 69,000.00 ZZ
180 68,343.11 1
1841 OAKS SQUARE 7.000 620.19 78
6.750 620.19 89,000.00
CANTON TX 75103 1 05/28/98 00
0430871111 05 07/01/98 0
30006536 O 06/01/13
0
1764341 E22/G02 F 58,000.00 ZZ
180 57,656.18 1
5105 WHITEHAVEN DRIVE 7.750 545.94 80
7.500 545.94 72,500.00
GARLAND TX 75043 1 06/26/98 00
0410920615 05 08/01/98 0
410920615 O 07/01/13
0
1764534 E22/G02 F 68,000.00 ZZ
180 67,803.49 2
2504 & 2506 ROCKWOOD DRIVE 8.000 649.84 73
7.750 649.84 94,000.00
RALEIGH NC 27610 2 06/18/98 00
0410904379 05 09/01/98 0
410904379 N 08/01/13
0
1764538 766/G02 F 50,000.00 ZZ
180 49,697.04 4
1907 142ND AVENUE E #K-N 7.500 463.51 63
7.250 463.51 80,000.00
TAMPA FL 33604 1 06/24/98 00
0430882878 05 08/01/98 0
98AH0065 N 07/01/13
0
1764540 766/G02 F 50,000.00 ZZ
180 49,697.04 4
1907 142ND AVENUE E #C-F 7.500 463.51 63
7.250 463.51 80,000.00
TAMPA FL 33604 1 06/24/98 00
0430883678 05 08/01/98 0
98AH0064 N 07/01/13
0
1764543 766/G02 F 50,000.00 ZZ
180 49,697.04 4
1
1907 142ND AVENUE E #G-J 7.500 463.51 63
7.250 463.51 80,000.00
TAMPA FL 33604 1 06/24/98 00
0430881367 05 08/01/98 0
98AH0066 N 07/01/13
0
1764560 A37/G02 F 81,600.00 ZZ
180 81,126.81 1
503 DUBOIS ROAD 8.000 779.81 85
7.750 779.81 96,000.00
BOLINGBROOK IL 60440 5 06/16/98 14
0430879080 07 08/01/98 25
98101966 O 07/01/13
0
1764646 225/225 F 135,000.00 ZZ
180 134,182.01 1
14254 214TH AVE NW 7.500 1,251.47 72
7.250 1,251.47 189,000.00
ELK RIVER MN 55330 1 06/08/98 00
7022990 05 08/01/98 0
7022990 O 07/01/13
0
1764648 225/225 F 120,000.00 ZZ
180 118,941.16 1
525 LOMBARD STREET 7.875 1,138.14 80
7.625 1,138.14 150,000.00
NORTH BABYLON NY 11703 2 05/20/98 00
7020664 05 07/01/98 0
7020664 O 06/01/13
0
1764731 180/G02 F 49,500.00 ZZ
180 49,219.22 1
2017 GREENWOOD DRIVE 8.250 480.22 90
8.000 480.22 55,000.00
CARROLLTON TX 75007 1 06/09/98 04
0430887158 05 08/01/98 25
0012899977 N 07/01/13
0
1764750 561/561 F 93,900.00 ZZ
180 93,331.04 1
25 N STREET NW 7.500 870.47 85
7.250 870.47 110,500.00
WASHINGTON DC 20001 5 06/05/98 10
0000 05 08/01/98 12
1
0000 O 07/01/13
0
1764804 957/G02 F 72,800.00 ZZ
180 72,373.14 1
558 BRIARCLIFF DRIVE 7.875 690.48 80
7.625 690.48 91,000.00
GARLAND TX 75043 2 06/22/98 00
0430879932 05 08/01/98 0
0280010 N 07/01/13
0
1764892 957/G02 F 66,400.00 ZZ
180 66,010.67 1
565 BRIARCLIFF DRIVE 7.875 629.78 75
7.625 629.78 89,000.00
GARLAND TX 75043 2 06/22/98 00
0430879874 05 08/01/98 0
0280012 N 07/01/13
0
1764905 957/G02 F 71,200.00 ZZ
180 70,782.53 1
554 BRIARCLIFF DRIVE 7.875 675.30 80
7.625 675.30 89,000.00
GARLAND TX 75043 2 06/22/98 00
0430881334 05 08/01/98 0
0280011 N 07/01/13
0
1764955 B75/G02 F 130,000.00 ZZ
180 128,801.84 1
4523 EAST LIBBY STREET 7.375 1,195.90 80
7.125 1,195.90 164,000.00
PHOENIX AZ 85032 2 05/28/98 00
0430927921 03 07/01/98 0
7618309 O 06/01/13
0
1765120 E26/G02 F 350,000.00 ZZ
180 346,739.04 1
13216 LANTERN HOLLOW DRIVE 7.250 3,195.03 70
7.000 3,195.03 500,000.00
GAITHERSBURG MD 20878 5 05/26/98 00
0430880963 05 07/01/98 0
45800559 O 06/01/13
0
1
1765156 637/G02 F 116,500.00 ZZ
180 115,337.24 2
114-116 CONCORD STREET 7.500 1,079.97 80
7.250 1,079.97 146,000.00
PORTLAND ME 04103 2 06/02/98 00
0430878892 05 07/01/98 0
8655318 N 06/01/13
0
1765179 B75/G02 F 119,000.00 ZZ
180 117,922.44 1
1837 WEST 150 NORTH 8.125 1,145.83 85
7.875 1,145.83 140,000.00
WEST POINT UT 84015 5 05/21/98 01
0430887489 05 07/01/98 17
00 O 06/01/13
0
1765243 E26/G02 F 59,500.00 ZZ
180 59,173.16 1
21 ARLINGTON AVENUE 8.750 594.68 70
8.500 594.68 85,000.00
ASHEVILLE NC 28801 5 06/16/98 00
0430886903 05 08/01/98 0
33800546 N 07/01/13
0
1765312 G82/G02 F 62,600.00 T
180 61,573.83 1
17235 PEBBLE BEACH 8.375 611.87 55
#802H 8.125 611.87 115,000.00
SAN ANTONIO TX 78248 2 07/16/98 00
0430920322 01 09/01/98 0
980127103 O 08/01/13
0
1765457 267/267 F 65,000.00 ZZ
180 64,588.66 1
30546 TITAN DRIVE 7.000 584.24 47
6.750 584.24 140,900.00
COARSEGOLD CA 93614 1 06/11/98 00
4234041 03 08/01/98 0
4234041 O 07/01/13
0
1765522 375/G02 F 108,820.00 ZZ
180 107,404.72 1
1014 FAUSTINA DRIVE 6.750 962.96 69
6.500 962.96 160,000.00
1
WEST CHESTER PA 19382 2 05/01/98 00
0430883991 05 06/01/98 0
733026 O 05/01/13
0
1765523 375/G02 F 68,950.00 ZZ
180 68,123.80 3
1811 PRINCETON STREET NORTH 7.750 649.01 60
7.500 649.01 115,000.00
LAS VEGAS NV 89030 5 04/15/98 00
0430883140 05 06/01/98 0
81HUNT N 05/01/13
0
1765571 105/G02 F 450,000.00 ZZ
180 448,655.80 1
1790 WOODSMAN COURT 7.625 4,203.58 65
7.375 4,203.58 700,000.00
PLACERVILLE CA 95667 5 07/17/98 00
0430966291 05 09/01/98 0
1180017 O 08/01/13
0
1765614 830/G02 F 50,500.00 ZZ
180 50,210.36 1
1405 WINDING WAY 8.125 486.26 55
7.875 486.26 92,000.00
TAYLORS SC 29687 5 06/26/98 00
0430912196 03 08/01/98 0
537134 N 07/01/13
0
1765622 830/G02 F 55,000.00 ZZ
180 54,684.55 1
105 BUCKINGHAM WAY 8.125 529.59 49
7.875 529.59 114,000.00
TAYLORS SC 29687 5 06/26/98 00
0430911917 05 08/01/98 0
535694 N 07/01/13
0
1765636 830/G02 F 50,500.00 ZZ
180 50,210.36 1
1403 WINDING WAY 8.125 486.26 55
7.875 486.26 92,000.00
TAYLORS SC 29687 5 06/26/98 00
0430912097 05 08/01/98 0
536736 N 07/01/13
0
1
1765638 375/G02 F 102,000.00 ZZ
180 100,803.16 1
140 FAIRFIELD DR. 7.000 916.81 66
6.750 916.81 155,000.00
MONESSEN PA 15062 5 05/18/98 00
0430883090 05 07/01/98 0
0047102082 O 06/01/13
0
1765765 957/G02 F 350,000.00 ZZ
180 347,785.10 1
4315 SOUTHERN AVENUE 7.000 3,145.90 65
6.750 3,145.90 545,000.00
HIGHLAND PARK TX 75205 5 06/23/98 00
0430887372 05 08/01/98 0
0282386 O 07/01/13
0
1765781 G51/G02 F 60,000.00 ZZ
180 59,636.45 1
4400 ALTA DR 7.500 556.21 80
7.250 556.21 75,000.00
LAS VEGAS NV 89107 1 06/25/98 00
0430952176 05 08/01/98 0
UNKNOWN N 07/01/13
0
1765858 E22/G02 F 15,300.00 ZZ
180 15,217.91 1
601 EAST GUM ROAD 8.875 154.05 90
8.625 154.05 17,000.00
GREENVILLE NC 27834 1 06/24/98 12
0410909246 05 08/01/98 20
410909246 N 07/01/13
0
1765861 E22/G02 F 63,100.00 ZZ
180 62,749.94 1
23723 SUMMER PINE DRIVE 8.500 621.37 70
8.250 621.37 90,200.00
SPRING TX 77373 2 06/25/98 00
0410840227 03 08/01/98 0
410840227 N 07/01/13
0
1765903 E35/G02 F 31,500.00 ZZ
180 31,411.95 1
1
10315 NW 9TH ST CIR UNIT14-204 8.375 307.89 49
8.125 307.89 65,000.00
MIAMI FL 33176 1 07/17/98 00
0430912766 08 09/01/98 0
0292791 N 08/01/13
0
1765987 354/354 F 38,400.00 ZZ
180 37,837.66 1
14501 SOUTHWEST 88TH STREET 8.000 366.98 80
UNIT #203H 7.750 366.98 48,000.00
MIAMI FL 33186 1 04/03/98 00
25902503 01 05/01/98 0
25902503 O 04/01/13
0
1765988 354/354 F 53,500.00 ZZ
180 52,905.98 1
310 NORTH 9TH STREET 7.375 492.16 53
7.125 492.16 102,000.00
SELAH WA 98942 5 05/08/98 00
26219741 05 07/01/98 0
26219741 O 06/01/13
0
1765989 354/354 F 64,195.00 ZZ
180 63,403.67 1
9720 ROYERTON DRIVE 7.375 590.55 70
7.125 590.55 93,000.00
RICHMOND VA 23228 5 04/17/98 00
26233841 05 06/01/98 0
26233841 O 05/01/13
0
1765990 354/354 F 105,750.00 ZZ
180 103,889.55 1
5101 WEST STREETSBORO 7.250 965.36 46
7.000 965.36 230,000.00
RICHFIELD TOWNS OH 44286 2 05/11/98 00
26277657 05 07/01/98 0
26277657 O 06/01/13
0
1765992 354/354 F 51,000.00 ZZ
180 50,287.73 1
1158 ASHEVILLE HWY 7.750 480.06 75
7.500 480.06 68,000.00
PISGAH FOREST NC 28768 2 05/04/98 00
26334086 05 06/01/98 0
1
26334086 O 05/01/13
0
1765993 354/354 F 68,000.00 ZZ
180 67,161.78 1
1700 LEXINGTON DRIVE 7.375 625.55 80
7.125 625.55 85,000.00
ENNIS TX 75119 1 04/30/98 00
26363382 05 06/01/98 0
26363382 O 05/01/13
0
1765994 354/354 F 82,500.00 ZZ
180 81,755.97 1
309 JENNY'S ROW 7.625 770.66 75
7.375 770.66 110,000.00
WOODSTOCK GA 30189 5 05/21/98 00
26387373 05 07/01/98 0
26387373 O 06/01/13
0
1765996 354/354 F 153,200.00 ZZ
180 151,757.60 1
4716 MAGNOLIA RIDGE DRIVE 7.625 1,431.09 80
7.375 1,431.09 191,500.00
WAXHAW NC 28173 1 05/11/98 00
26400861 03 07/01/98 0
26400861 O 06/01/13
0
1766006 G41/G02 F 50,000.00 ZZ
180 49,710.04 1
1004 LODI STREET 8.000 477.83 30
7.750 477.83 169,950.00
SANTA ROSA CA 95401 1 06/17/98 00
0430894279 05 08/01/98 0
61101399 N 07/01/13
0
1766036 B28/G02 F 66,000.00 ZZ
180 65,633.85 2
1081 ST MATTHEW AVE AND 8.500 649.93 42
586 KNOB HILL DR 8.250 649.93 158,400.00
OLD MONROE MO 63366 2 06/17/98 00
0430894840 05 08/01/98 0
980281P N 07/01/13
0
1
1766117 637/G02 F 54,000.00 ZZ
180 53,833.30 1
8208 NW 97ST TERRACE 7.250 492.95 54
7.000 492.95 101,000.00
TAMARAC FL 33321 2 07/15/98 00
0431008705 03 09/01/98 0
8695710 O 08/01/13
0
1766306 B81/G02 F 200,000.00 ZZ
180 198,827.36 1
3660 NORTH POINT DRIVE 7.875 1,896.90 30
7.625 1,896.90 675,000.00
ANCHORAGE AK 99515 5 06/23/98 00
0430885368 05 08/01/98 0
981817 O 07/01/13
0
1766375 B96/G02 F 98,000.00 ZZ
180 97,406.19 1
128 FORREST LANE 7.500 908.48 63
7.250 908.48 157,000.00
MERIDIANVILLE AL 35759 2 07/16/98 00
0430918540 05 08/01/98 0
1766375 O 07/01/13
0
1766670 H93/G02 F 70,400.00 ZZ
180 70,013.78 2
5208-10 FARLEY COURT 8.625 698.42 80
8.375 698.42 88,000.00
MERRIAM KS 66203 1 06/17/98 00
0430903153 05 08/01/98 0
9838566 N 07/01/13
0
1766751 225/225 F 107,250.00 ZZ
180 106,600.14 4
436 PARKSIDE AVENUE 7.500 994.23 65
7.250 994.23 165,000.00
ONTARIO CA 91764 5 06/16/98 00
7031568 05 08/01/98 0
7031568 N 07/01/13
0
1767646 A22/G02 F 118,000.00 ZZ
180 117,643.63 1
59 BROOK ROAD 7.500 1,093.87 52
7.250 1,093.87 230,000.00
1
VALLEY STREAM NY 11580 5 07/21/98 00
0430921049 05 09/01/98 0
98286 O 08/01/13
0
1768554 927/G02 F 62,850.00 ZZ
180 62,477.42 1
540 WELLINGTON WAY 7.750 591.60 60
7.500 591.60 105,000.00
RENO NV 89506 2 06/23/98 00
0430901645 05 08/01/98 0
357343 N 07/01/13
0
1768556 927/G02 F 76,000.00 ZZ
180 75,534.44 1
1931 EMPIRE ROAD 7.375 699.15 60
7.125 699.15 127,000.00
RENO NV 89511 5 06/08/98 00
0430900571 03 08/01/98 0
357335 N 07/01/13
0
1768592 E82/G02 F 50,000.00 ZZ
180 49,855.50 1
8192 DAVID LANE 8.000 477.83 59
7.750 477.83 85,000.00
BALDWINSVILLE NY 13027 1 07/06/98 00
0400129102 05 09/01/98 0
0400129102 O 08/01/13
0
1768618 377/377 F 45,000.00 ZZ
180 44,615.80 1
900 PARK STREET 8.250 436.56 70
8.000 436.56 65,000.00
LOGANVILLE GA 30249 5 05/26/98 00
6746390 05 07/01/98 0
6746390 N 06/01/13
0
1768627 E22/G02 F 88,000.00 ZZ
180 85,877.54 1
1905 S 60TH CT 7.250 803.32 78
7.000 803.32 113,000.00
CICERO IL 60804 5 06/22/98 00
0410865281 05 08/01/98 0
410865281 O 07/01/13
0
1
1768630 E22/G02 F 58,400.00 ZZ
180 58,053.80 4
4625 DEEDA DRIVE 7.750 549.71 80
7.500 549.71 73,000.00
HOUSTON TX 77017 1 06/30/98 00
0410923650 05 08/01/98 0
410923650 O 07/01/13
0
1768723 K50/G02 F 66,000.00 ZZ
180 65,613.03 1
755 HOLLY STREET 7.875 625.98 63
7.625 625.98 105,000.00
MEMPHIS TN 38112 5 06/22/98 00
0430890947 05 08/01/98 0
985000M O 07/01/13
0
1768870 450/G02 F 150,000.00 ZZ
180 149,091.13 1
43237 TUSCANY DR 7.500 1,390.52 50
7.250 1,390.52 301,000.00
STERLING HEIGHT MI 48314 1 06/23/98 00
0430887943 05 08/01/98 0
4501904 O 07/01/13
0
1768930 129/G02 F 80,750.00 ZZ
180 80,750.00 1
3337 ROBINSON ROAD 7.125 731.46 85
6.875 731.46 95,000.00
JACKSON MI 49203 5 08/01/98 10
0431009018 05 10/01/98 12
3500156041 O 09/01/13
0
1768972 B75/G02 F 64,500.00 ZZ
180 64,309.44 1
2559 FULTON CT 7.750 607.12 78
7.500 607.12 83,100.00
MELBOURNE FL 32935 2 07/21/98 00
0430989913 05 09/01/98 0
7770266 O 08/01/13
0
1769212 H49/G02 F 53,550.00 ZZ
180 53,390.04 1
1
1105 MELBOURNE 7.625 500.23 85
7.375 500.23 63,000.00
NEW HAVEN IN 46774 5 07/17/98 23
0430931493 05 09/01/98 0
0012497251 O 08/01/13
0
1769258 E22/G02 F 76,000.00 ZZ
180 75,539.51 1
3333 NEW ENGLAND DR. 7.500 704.53 88
7.250 704.53 87,000.00
ROCKFORD IL 61109 2 06/24/98 04
0410912968 05 08/01/98 25
410912968 O 07/01/13
0
1769294 830/G02 F 57,600.00 ZZ
180 57,247.16 1
524 W 31ST STREET 7.375 529.88 80
7.125 529.88 72,000.00
DAVENPORT IA 52803 5 06/25/98 00
0430954198 05 08/01/98 0
538264 O 07/01/13
0
1769305 830/830 F 117,000.00 ZZ
180 115,795.62 1
3140 E MORNINGSIDE CIRCLE 7.625 1,092.93 62
7.375 1,092.93 189,500.00
SALT LAKE CITY UT 84124 5 06/24/98 00
538498 05 08/01/98 0
538498 O 07/01/13
0
1769312 K21/G02 F 116,000.00 ZZ
180 115,626.01 1
14144 DICKENS STREET #213 6.750 1,026.49 80
6.500 1,026.49 145,000.00
SHERMAN OAKS CA 91423 1 07/21/98 00
0430926899 01 09/01/98 0
9899868 O 08/01/13
0
1769354 E84/G02 F 637,500.00 ZZ
180 633,679.30 1
10158 SOUTH 71ST EAST AVENUE 7.625 5,955.08 75
7.375 5,955.08 850,000.00
TULSA OK 74133 5 06/19/98 00
0430900589 05 08/01/98 0
1
26980089 O 07/01/13
0
1769358 A37/G02 F 92,000.00 ZZ
180 91,460.58 1
1318 WEBSTER AVENUE 7.875 872.58 80
7.625 872.58 115,000.00
EAU CLAIRE WI 54701 1 06/25/98 00
0430890004 05 08/01/98 0
10001831 O 07/01/13
0
1769405 E22/G02 F 112,000.00 ZZ
180 111,283.53 1
14 MARSHALL WAY 6.875 998.88 80
6.625 998.88 140,000.00
VALLEJO CA 94589 2 06/24/98 00
0410918858 05 08/01/98 0
410918858 O 07/01/13
0
1769803 229/G02 F 31,850.00 ZZ
180 31,761.96 1
646 SOUTH BARLOW 8.500 313.64 65
8.250 313.64 49,000.00
WICHITA KS 67207 5 07/20/98 00
0430997759 05 09/01/98 0
0016076986 O 08/01/13
0
1770069 561/561 F 488,000.00 T
180 474,109.71 1
186 OCEAN WAY COURT 7.250 4,454.78 80
7.000 4,454.78 610,000.00
DUCK NC 27949 1 11/06/97 00
9149923 05 01/01/98 0
9149923 O 12/01/12
0
1770082 076/076 F 16,200.00 ZZ
180 14,634.18 1
5921 N CLAIBORNE AVENUE 7.875 153.65 90
7.625 153.65 18,000.00
NEW ORLEANS LA 70117 1 01/29/98 12
90010227 05 03/01/98 25
90010227 N 02/01/13
0
1
1770096 267/267 F 400,000.00 ZZ
180 397,385.39 1
1244 VIA BARRANCA 6.625 3,511.98 56
6.375 3,511.98 720,000.00
LA JOLLA CA 92037 5 06/18/98 00
4253744 05 08/01/98 0
4253744 O 07/01/13
0
1770101 267/267 F 224,999.00 ZZ
180 223,575.12 1
509 SAVONA WAY 7.000 2,022.36 62
6.750 2,022.36 365,000.00
AGOURA HILLS CA 91301 2 06/18/98 00
4262167 05 08/01/98 0
4262167 O 07/01/13
0
1770106 267/267 F 101,300.00 ZZ
180 100,658.93 1
2536 SPRUCE STREET 7.000 910.52 76
6.750 910.52 135,000.00
BAKERSFIELD CA 93301 2 06/19/98 00
4261454 05 08/01/98 0
4261454 O 07/01/13
0
1770157 209/G02 F 86,000.00 ZZ
180 85,745.92 1
228 LISA DRIVE 7.750 809.50 56
7.500 809.50 155,000.00
NEWPORT NEWS VA 23606 5 07/22/98 00
0430965020 05 09/01/98 0
981836568 O 08/01/13
0
1770210 E22/G02 F 136,500.00 ZZ
180 135,759.43 3
4500-02 BOWSER AVE & 3605 8.750 1,364.25 65
PRESCOTT 8.500 1,364.25 210,000.00
DALLAS TX 75219 5 06/24/98 00
0410863666 05 08/01/98 0
410863666 N 07/01/13
0
1770215 144/144 F 97,500.00 ZZ
180 96,896.22 4
2 NORTHERN TURNPIKE 7.250 890.04 66
7.000 890.04 148,000.00
1
JOHNSONVILLE NY 12094 5 06/26/98 00
160622899 05 08/01/98 0
160622899 N 07/01/13
0
1770364 E22/G02 F 119,000.00 ZZ
180 118,279.16 1
18751 CABLE LANE 8.250 1,154.47 70
8.000 1,154.47 172,000.00
PERRIS CA 92570 5 06/23/98 00
0410893226 05 08/01/98 0
410893226 N 07/01/13
0
1770498 707/707 F 500,000.00 ZZ
180 487,520.39 1
LOT #6 WAILEA BAY 7.375 4,599.62 18
7.125 4,599.62 2,800,000.00
PUAKO HI 96743 5 12/23/97 00
6604536 05 02/01/98 0
6604536 O 01/01/13
0
1770508 575/G02 F 108,650.00 ZZ
180 107,100.72 1
1031 SAINT MICHAELS ROAD 7.625 1,014.93 37
7.375 1,014.93 296,000.00
MOUNT AIRY MD 21771 5 06/24/98 00
0430897462 05 08/01/98 0
9149626 O 07/01/13
0
1770610 286/286 F 45,000.00 ZZ
180 44,733.23 1
201 HARRISON ST 7.750 423.58 90
7.500 423.58 50,000.00
PATERSON NJ 07504 1 06/04/98 11
8644102 05 08/01/98 25
8644102 N 07/01/13
0
1770632 A80/G02 F 42,750.00 ZZ
180 42,512.83 1
300 WEST 74TH PLACE 8.500 420.98 90
UNIT 305 8.250 420.98 47,500.00
HIALEAH FL 33014 1 06/26/98 01
0430892679 01 08/01/98 25
9816568 N 07/01/13
0
1
1770642 286/286 F 62,400.00 ZZ
180 61,867.25 1
185 S WINCHESTER AVENUE 8.250 605.37 80
8.000 605.37 78,000.00
WAYNESBORO VA 22980 1 06/02/98 00
8675232 05 07/01/98 0
8675232 N 06/01/13
0
1770652 766/G02 F 100,000.00 ZZ
180 99,711.02 1
664 POINSETTA ROAD 8.000 955.65 51
7.750 955.65 199,000.00
BELLEAIR FL 33756 5 07/07/98 00
0430899245 05 09/01/98 0
98AH0069 O 08/01/13
0
1770654 A35/G02 F 59,000.00 ZZ
180 57,643.22 1
145 NORTH ERIE AVENUE 7.625 551.14 41
7.375 551.14 147,000.00
LINDENHURST NY 11757 5 06/22/98 00
0430895995 05 08/01/98 0
LP8220 O 07/01/13
0
1770656 286/286 F 87,500.00 ZZ
180 86,986.96 2
920-922 N 13TH ST 7.875 829.90 70
7.625 829.90 125,000.00
BLUE SPRINGS MO 64015 5 06/04/98 00
9000765 05 08/01/98 0
9000765 N 07/01/13
0
1770699 E75/G02 F 109,600.00 ZZ
180 109,276.19 1
9825 NW 43RD STREET 7.750 1,031.64 80
7.500 1,031.64 137,000.00
SUNRISE FL 33351 2 07/17/98 00
0430916130 03 09/01/98 0
C9805036 O 08/01/13
0
1770728 737/G02 F 66,500.00 ZZ
180 66,114.36 1
1
3282 DULUTH PINES NORTH 8.000 635.51 70
7.750 635.51 95,000.00
DULUTH GA 30096 5 06/26/98 00
0430971838 05 08/01/98 0
953219 N 07/01/13
0
1770753 E84/G02 F 63,000.00 ZZ
180 62,386.60 1
14151 MONTFORT DRIVE #331 8.125 606.62 90
7.875 606.62 70,000.00
DALLAS TX 75240 2 06/22/98 11
0430898791 01 08/01/98 25
26980213 O 07/01/13
0
1770852 E22/G02 F 140,000.00 ZZ
180 138,979.16 2
3 GROVE STREET 7.875 1,327.83 72
7.625 1,327.83 195,000.00
BERNARDSVILLE NJ 07924 5 06/23/98 00
0410876064 05 08/01/98 0
410876064 O 07/01/13
0
1770872 E22/G02 F 102,400.00 ZZ
180 101,744.95 1
4675 SW 143RD AVENUE 6.875 913.26 85
6.625 913.26 120,500.00
MIAMI FL 33175 5 06/23/98 04
0410859854 07 08/01/98 25
410859854 O 07/01/13
0
1771009 E22/G02 F 100,000.00 ZZ
180 99,293.47 1
28420 WARING PLACE 7.500 927.01 40
7.250 927.01 250,000.00
AGOURA HILLS CA 91301 2 06/24/98 00
0410926943 05 08/01/98 0
410926943 O 07/01/13
0
1771804 J83/G02 F 46,000.00 ZZ
180 45,718.22 1
549 STRATFORD DR 7.375 423.17 67
7.125 423.17 69,000.00
LEXINGTON KY 40503 5 06/17/98 00
0430898353 05 08/01/98 0
1
258239 N 07/01/13
0
1771810 144/144 F 59,500.00 ZZ
180 59,308.17 1
8 TRINITY COURT 6.750 526.52 75
6.500 526.52 80,000.00
SAUGERTIES NY 12477 5 07/09/98 00
160622951 05 09/01/98 0
160622951 O 08/01/13
0
1771922 G10/G02 F 82,800.00 ZZ
180 82,325.10 1
3130 FM 1113 8.125 797.27 63
7.875 797.27 133,000.00
COPPERAS COVE TX 76522 2 06/24/98 00
0430901900 05 08/01/98 0
AD8059003 O 07/01/13
0
1772139 B65/G02 F 139,000.00 ZZ
180 138,584.78 1
527 LEGACY DRIVE 7.625 1,298.45 63
7.375 1,298.45 222,000.00
WESTERVILLE OH 43082 2 07/27/98 00
0430954487 05 09/01/98 0
0000 O 08/01/13
0
1772247 E22/G02 F 84,000.00 ZZ
180 83,491.03 1
1407 LE MOYNE AVENUE 7.500 778.69 85
7.250 778.69 99,000.00
MELROSE PARK IL 60160 5 06/25/98 10
0410861231 05 08/01/98 12
410861231 O 07/01/13
0
1772252 E22/G02 F 166,000.00 ZZ
180 164,805.74 1
101 FLORIDA PARK DRIVE 7.625 1,550.66 75
7.375 1,550.66 224,000.00
PALM COAST FL 32137 2 06/23/98 00
0410903918 05 08/01/98 0
410903918 O 07/01/13
0
1
1772349 573/G02 F 185,000.00 ZZ
180 183,891.23 1
5172 N WATERSEDGE AVE 7.625 1,728.15 72
7.375 1,728.15 260,000.00
BOISE ID 83703 5 06/25/98 00
0430903500 03 08/01/98 0
131539 O 07/01/13
0
1772395 E22/G02 F 116,000.00 ZZ
180 115,289.44 1
21 VALLEY DRIVE 7.375 1,067.11 80
UNIT #4 7.125 1,067.11 145,000.00
EAST MORICHES NY 11940 1 06/29/98 00
0410889836 05 08/01/98 0
410889836 O 07/01/13
0
1772529 E22/G02 F 176,000.00 ZZ
180 174,910.10 1
3483 BLENHEIM LANE 7.250 1,606.64 80
7.000 1,606.64 220,000.00
SAN JOSE CA 95121 5 06/18/98 00
0410878508 05 08/01/98 0
410878508 O 07/01/13
0
1772534 G10/G02 F 29,500.00 ZZ
180 29,336.34 1
3304 BIRCH LANE 8.500 290.50 79
8.250 290.50 37,500.00
EDMOND OK 73034 1 06/24/98 00
0430898312 05 08/01/98 0
XB8050089 N 07/01/13
0
1772541 225/225 F 49,000.00 ZZ
180 48,709.52 1
200 HUNTERS TRAIL 7.750 461.23 70
7.500 461.23 70,000.00
CONROE TX 77304 1 06/22/98 00
7033141 05 08/01/98 0
7033141 N 07/01/13
0
1772548 225/225 F 40,500.00 ZZ
180 40,270.27 1
3153 WINDCHASE 8.250 392.91 90
8.000 392.91 45,000.00
1
HOUSTON TX 77082 1 06/25/98 14
0000 09 08/01/98 20
0000 N 07/01/13
0
1772550 975/G02 F 120,000.00 ZZ
180 119,240.61 1
6662 NAGLE AVENUE 7.000 1,078.59 80
6.750 1,078.59 150,000.00
LOS ANGELES CA 91401 2 06/29/98 00
0430909572 05 08/01/98 0
982005 O 07/01/13
0
1772568 A22/G02 F 118,500.00 ZZ
180 118,500.00 1
16 ESTATE DRIVE 7.125 1,073.41 66
6.875 1,073.41 182,000.00
PORT JEFFERSON NY 11776 5 08/07/98 00
0430970772 05 10/01/98 0
98229 O 09/01/13
0
1772683 A14/G02 F 45,900.00 ZZ
180 45,639.63 1
1504 RIDGEWAY STREET 8.250 445.30 90
8.000 445.30 51,000.00
TALLAHASSEE FL 32310 1 07/02/98 10
0430906594 05 08/01/98 25
109885 N 07/01/13
0
1772718 201/G02 F 80,100.00 ZZ
180 79,635.50 1
976 GAINESVILLE HIGHWAY 8.000 765.48 90
7.750 765.48 89,000.00
BUFORD GA 30518 1 06/26/98 11
0430899757 05 08/01/98 25
504434 N 07/01/13
0
1772742 757/G02 F 67,000.00 ZZ
120 66,623.44 1
3844 WILEY ROAD 7.500 795.31 48
7.250 795.31 140,000.00
GAINESVILLE GA 30506 5 06/29/98 00
0430900423 05 09/01/98 0
3507829 O 08/01/08
0
1
1772745 907/G02 F 150,000.00 ZZ
180 149,071.12 1
8 DENISE LANE 7.250 1,369.29 75
7.000 1,369.29 200,000.00
NORTH ATTLEBORO MA 02760 5 06/25/98 00
0430907931 05 08/01/98 0
00 O 07/01/13
0
1772747 F62/G02 F 34,300.00 ZZ
180 34,089.88 1
536 SW 8 AVENUE 7.375 315.54 80
7.125 315.54 42,900.00
HOMESTEAD FL 33030 1 06/12/98 00
0430903609 05 08/01/98 0
0000 N 07/01/13
0
1772754 757/G02 F 132,000.00 ZZ
180 131,592.52 1
1112 HALCYON DRIVE 7.250 1,204.98 74
7.000 1,204.98 180,000.00
SAVANNAH GA 31406 5 07/02/98 00
0430900506 05 09/01/98 0
3508074 O 08/01/13
0
1772842 F96/G02 F 130,000.00 ZZ
180 130,000.00 2
158 THOMAS STREET 8.375 1,270.65 65
8.125 1,270.65 200,000.00
BLOOMFIELD NJ 07003 2 08/14/98 00
0430984088 05 10/01/98 0
3110 O 09/01/13
0
1772905 700/G02 F 812,500.00 ZZ
180 810,177.88 1
1440 JESUSITA LANE 8.125 7,823.42 65
7.875 7,823.42 1,250,000.00
SANTA BARBARA CA 93105 5 07/02/98 00
0430914986 05 09/01/98 0
127035 O 08/01/13
0
1772913 140/G02 F 64,400.00 ZZ
180 64,209.74 1
1
1115 DRAKE AVENUE 7.750 606.18 70
7.500 606.18 92,000.00
HUNTSVILLE AL 35801 5 07/06/98 00
0430916510 05 09/01/98 0
444551 N 08/01/13
0
1772931 J73/G02 F 64,000.00 ZZ
180 63,802.43 1
10450 S.W. 48TH STREET 7.250 584.24 43
7.000 584.24 150,000.00
MIAMI FL 33165 2 07/17/98 00
0430981696 05 09/01/98 0
3985013 O 08/01/13
0
1773041 G56/G02 F 59,400.00 ZZ
180 59,032.17 1
1412 THUNDERWOOD LANE 7.250 542.24 90
7.000 542.24 66,000.00
MABLETON GA 30126 1 06/15/98 01
0430907246 05 08/01/98 25
160143768 N 07/01/13
0
1773054 E22/G02 F 73,800.00 ZZ
180 73,381.40 4
4944 WALSH STREET 8.250 715.96 90
8.000 715.96 82,000.00
ST LOUIS MO 63109 1 06/29/98 04
0410929772 05 08/01/98 25
410929772 N 07/01/13
0
1773056 E22/G02 F 57,800.00 ZZ
180 57,453.58 1
656 N 38TH ST 7.625 539.93 85
7.375 539.93 68,500.00
BELLEVILLE IL 62226 5 06/24/98 04
0410901086 05 08/01/98 12
410901086 O 07/01/13
0
1773110 229/G02 F 67,000.00 ZZ
180 66,799.86 1
34 LYNWOOD LANE 7.625 625.87 64
7.375 625.87 105,000.00
MANCHESTER NH 03109 2 07/24/98 00
0431002476 05 09/01/98 0
1
0016091571 O 08/01/13
0
1773155 G56/G02 F 90,000.00 ZZ
180 89,454.68 2
1A & 1B ANTHONY DRIVE 7.500 834.31 90
7.250 834.31 100,000.00
NEWNAN GA 30263 1 06/12/98 01
0430907212 05 08/01/98 25
160143867 N 07/01/13
0
1773186 134/G02 F 71,000.00 ZZ
180 70,393.84 1
36000 VICKERS RD 8.250 688.80 84
8.000 688.80 85,000.00
UNION FURNACE OH 43158 5 05/22/98 14
0430900712 05 07/01/98 6
59322940 O 06/01/13
0
1773196 758/G02 F 48,150.00 ZZ
180 48,016.91 4
1814 GENESEE STREET 8.500 474.15 90
8.250 474.15 53,500.00
HOUSTON TX 77002 1 07/21/98 04
0430964221 05 09/01/98 25
18678 N 08/01/13
0
1773276 F34/G02 F 78,700.00 ZZ
180 78,470.04 1
6 NW 106TH STREET 7.875 746.43 72
7.625 746.43 110,000.00
MIAMI SHORES FL 33150 2 07/09/98 00
0430901090 05 09/01/98 0
9800630 O 08/01/13
0
1773295 D10/G02 F 107,625.00 ZZ
180 106,951.25 1
3801 GALACTICA DRIVE 7.125 974.90 75
3408 BALCHEN DRIVE 6.875 974.90 143,500.00
ANCHORAGE AK 99517 1 06/16/98 00
0430922658 05 08/01/98 0
9273051 N 07/01/13
0
1
1773348 225/225 F 57,000.00 ZZ
180 56,669.44 2
626 WARREN STREET 8.000 544.73 41
7.750 544.73 140,000.00
ROCKDALE IL 60436 2 07/01/98 00
0000 05 08/01/98 0
0000 N 07/01/13
0
1773353 B75/G02 F 85,000.00 ZZ
180 84,282.27 4
4622 RIDGE DRIVE BLDG A 8.375 830.81 78
8.125 830.81 110,000.00
PINE LAKE GA 30072 2 05/04/98 00
0430910018 05 07/01/98 0
7699200 N 06/01/13
0
1773366 225/225 F 31,500.00 ZZ
180 31,321.31 1
711 S. SILVER 8.250 305.60 90
8.000 305.60 35,000.00
PAOLA KS 66071 1 06/19/98 04
7032284 05 08/01/98 25
7032284 N 07/01/13
0
1773369 225/225 F 40,500.00 ZZ
180 40,270.27 1
3123 WINDCHASE 8.250 392.91 90
8.000 392.91 45,000.00
HOUSTON TX 77082 1 06/25/98 14
0000 05 08/01/98 20
0000 N 07/01/13
0
1773373 225/225 F 132,000.00 ZZ
180 131,182.58 1
3106 MAY CIRCLE SOUTHEAST 7.250 1,204.98 80
7.000 1,204.98 165,000.00
RIO RANCHO NM 87124 5 06/22/98 00
7033246 05 08/01/98 0
7033246 O 07/01/13
0
1773436 H49/G02 F 94,000.00 ZZ
180 94,000.00 1
1442 S LINCOLN STREET 7.625 878.08 49
7.375 878.08 194,000.00
1
DENVER CO 80210 5 08/03/98 00
0430978924 05 10/01/98 0
0012482056 O 09/01/13
0
1773528 E82/G02 F 128,000.00 ZZ
180 127,613.42 1
106 VILLAGE PLACE DRIVE 7.500 1,186.58 70
7.250 1,186.58 185,000.00
CHELSEA MI 48118 5 07/09/98 00
0400126272 01 09/01/98 0
400126272 O 08/01/13
0
1773543 E22/G02 F 227,500.00 ZZ
180 226,842.56 1
1419 40TH AVENUE 8.000 2,174.11 70
7.750 2,174.11 325,000.00
SAN FRANCISCO CA 94122 5 06/30/98 00
0410858138 07 09/01/98 0
410858138 O 08/01/13
0
1773575 E22/G02 F 92,400.00 T
180 91,846.22 1
16008 NORTH 49TH AVE. 7.625 863.14 60
7.375 863.14 156,000.00
GLENDALE AZ 85306 1 06/29/98 00
0410927974 05 08/01/98 0
410927974 O 07/01/13
0
1773580 E22/G02 F 65,250.00 T
180 64,879.88 1
5015 LAGUNA BAY CIRCLE UNIT 92 8.250 633.02 75
8.000 633.02 87,000.00
KISSIMMEE FL 34746 1 06/25/98 00
0410901755 01 08/01/98 0
410901755 O 07/01/13
0
1773608 E22/G02 F 69,000.00 ZZ
180 68,608.61 1
5242 LUCILLE LANE 8.250 669.40 61
8.000 669.40 114,000.00
SHAWNEE KS 66226 5 07/02/98 00
0410932990 05 08/01/98 0
410932990 N 07/01/13
0
1
1773689 A50/A50 F 58,000.00 ZZ
180 57,659.94 1
1817 HI SIERRA DRIVE 7.875 550.10 77
7.625 550.10 76,000.00
COLUMBIA SC 29210 2 06/29/98 00
7503956750 05 08/01/98 0
7503956750 N 07/01/13
0
1773745 637/G02 F 76,000.00 ZZ
180 75,554.38 1
8410 RIVERSTONE DRIVE 7.875 720.83 80
7.625 720.83 95,000.00
AUSTIN TX 78724 3 06/03/98 00
0430904839 05 08/01/98 0
9566753 O 07/01/13
0
1773752 637/G02 F 77,000.00 ZZ
180 76,533.45 1
2955 CYPRESS STREET 7.500 713.80 72
7.250 713.80 107,500.00
LONGVIEW WA 98632 2 06/04/98 00
0430960625 05 08/01/98 0
0010208338 O 07/01/13
0
1773759 637/G02 F 80,800.00 ZZ
180 80,310.41 1
2733 HEMLOCK 7.500 749.03 80
7.250 749.03 101,000.00
LONGVIEW WA 98632 2 06/04/98 00
0430931121 05 08/01/98 0
0010208387 O 07/01/13
0
1773800 757/G02 F 77,400.00 ZZ
180 76,970.60 2
103-105 FIFTH AVENUE 8.500 762.19 90
8.250 762.19 86,000.00
LOWELL MA 01854 1 06/30/98 01
0430909713 05 08/01/98 25
9600766 N 07/01/13
0
1773847 637/G02 F 119,500.00 ZZ
180 118,513.04 1
1
3956 12TH STREET N 8.625 1,185.54 73
8.375 1,185.54 165,000.00
NAPLES FL 34103 1 05/21/98 00
0430900795 05 07/01/98 0
0011327095 O 06/01/13
0
1773907 758/G02 F 83,500.00 ZZ
180 83,250.57 1
3707 RICE BOULEVARD 7.625 780.00 44
7.375 780.00 194,000.00
HOUSTON TX 77005 2 07/27/98 00
0430997494 05 09/01/98 0
18702 N 08/01/13
0
1773951 G18/G02 F 128,900.00 ZZ
180 128,497.72 4
607-613 HAMEL ROAD 7.125 1,167.62 66
6.875 1,167.62 198,000.00
HAMEL MN 55340 5 07/22/98 00
0430955161 05 09/01/98 0
1773951 N 08/01/13
0
1774020 G41/G02 F 141,400.00 ZZ
180 140,543.23 1
LOT #61 LIBERTY ROAD 7.500 1,310.80 70
7.250 1,310.80 202,035.00
SKIPPACK PA 19409 1 06/30/98 00
0430916999 03 08/01/98 0
60001456 O 07/01/13
0
1774133 B65/G02 F 158,000.00 ZZ
180 157,558.37 1
378 WESTERDALE DRIVE 8.375 1,544.34 85
8.125 1,544.34 186,000.00
GAHANNA OH 43230 5 07/24/98 10
0430931329 05 09/01/98 12
0000 O 08/01/13
0
1774137 L13/G02 F 81,500.00 ZZ
180 81,251.15 1
1020 NORTH STATE HIGHWAY 7.375 749.74 77
7.125 749.74 106,000.00
LEHI UT 84043 5 07/22/98 00
0430927533 05 09/01/98 0
1
1774137 O 08/01/13
0
1774208 926/926 F 450,000.00 ZZ
180 443,973.46 1
22 SPARTINA POINT 7.500 4,171.56 72
7.250 4,171.56 630,000.00
HILTON HEAD ISL SC 29926 5 05/21/98 00
161510312 03 07/01/98 0
161510312 O 06/01/13
0
1774224 F96/G02 F 80,000.00 ZZ
120 79,547.27 1
16355 PLEASURE DRIVE EAST 7.375 944.40 64
7.125 944.40 125,000.00
LOXAHATCHEE FL 33470 5 07/10/98 00
0430914291 05 09/01/98 0
2469 O 08/01/08
0
1774251 E22/G02 F 119,200.00 ZZ
180 118,469.83 1
9627 BEGONIA STREET 7.375 1,096.55 80
7.125 1,096.55 149,000.00
PALM BEACH GARD FL 33410 5 06/23/98 00
0410915466 05 08/01/98 0
410915466 O 07/01/13
0
1774276 E22/G02 F 400,000.00 T
180 397,731.11 1
113 EAST COLUMBIA AVENUE 8.250 3,880.56 68
8.000 3,880.56 595,000.00
TELLURIDE CO 81435 1 06/30/98 00
0410920227 05 08/01/98 0
410920227 O 07/01/13
0
1774289 A73/G02 F 153,000.00 ZZ
120 151,251.01 1
16016 SOUTH 45TH PLACE 7.250 1,796.24 85
7.000 1,796.24 180,000.00
PHOENIX AZ 85044 2 06/10/98 23
0430917435 05 08/01/98 0
9800006070 O 07/01/08
0
1
1774484 E22/G02 F 116,000.00 ZZ
180 115,630.03 1
141 COLOMA WAY 6.875 1,034.55 80
6.625 1,034.55 145,000.00
VALLEJO CA 94589 5 07/06/98 00
0410948616 05 09/01/98 0
410948616 O 08/01/13
0
1774539 B35/G02 F 93,750.00 ZZ
180 93,469.95 1
1020 ST PAULS DRIVE 7.625 875.75 75
7.375 875.75 125,000.00
WALDORF MD 20602 2 07/10/98 00
0430913137 05 09/01/98 0
98001919 O 08/01/13
0
1774639 225/225 F 63,000.00 ZZ
180 62,601.08 1
7336 BISON 7.000 566.27 54
6.750 566.27 118,000.00
WESTLAND MI 48185 5 06/05/98 00
7010994 05 08/01/98 0
7010994 O 07/01/13
0
1774660 757/G02 F 83,200.00 ZZ
180 82,712.18 4
34 CHURCH STREET 7.875 789.11 65
7.625 789.11 128,000.00
CONCORD NH 03301 1 06/12/98 00
0430907915 05 08/01/98 0
3513371 N 07/01/13
0
1774669 757/G02 F 85,400.00 ZZ
180 83,777.29 4
169-171 RUMFORD STREET 7.875 809.98 70
7.625 809.98 122,000.00
CONCORD NH 03301 5 06/12/98 00
0430926543 05 08/01/98 0
3513363 N 07/01/13
0
1774694 664/G02 F 60,750.00 ZZ
180 60,405.40 1
5614 COUNTRYAIRE 8.250 589.37 90
8.000 589.37 67,525.00
1
LEAGUE CITY TX 77573 1 06/22/98 01
0430913004 03 08/01/98 25
2638518 N 07/01/13
0
1774761 664/G02 F 138,550.00 ZZ
180 138,162.73 1
161 THORNBUSH COVE 8.375 1,354.23 85
8.125 1,354.23 163,000.00
LAWRENCEVILLE GA 30045 5 07/02/98 12
0430913079 05 09/01/98 6
2642296 O 08/01/13
0
1774984 976/976 F 132,800.00 ZZ
180 131,615.32 1
6402 MONTROSE ROAD 7.750 1,250.02 80
7.500 1,250.02 166,000.00
ROCKVILLE MD 20852 2 05/14/98 00
5158619 01 07/01/98 0
5158619 N 06/01/13
0
1774985 976/976 F 78,000.00 ZZ
180 77,288.87 1
4894 AGATE STREET 7.500 723.07 80
7.250 723.07 97,500.00
LAS CRUCES NM 88012 2 05/18/98 00
5189776 05 07/01/98 0
5189776 N 06/01/13
0
1774987 976/976 F 75,000.00 ZZ
180 74,166.12 3
2101 SALOPEK ROAD 7.750 705.96 56
7.500 705.96 135,000.00
LAS CRUCES NM 88005 5 05/22/98 00
5189841 05 07/01/98 0
5189841 N 06/01/13
0
1774988 976/976 F 90,000.00 ZZ
180 89,205.86 1
204 PARK AVENUE 7.875 853.61 45
7.625 853.61 200,000.00
HUNTINGTON NY 11743 2 05/13/98 00
5194724 05 07/01/98 0
5194724 O 06/01/13
0
1
1774989 976/976 F 112,500.00 ZZ
180 111,528.86 3
54-56 YEAMANS STREET 8.125 1,083.25 75
7.875 1,083.25 150,000.00
REVERE MA 02151 5 05/19/98 00
5211264 05 07/01/98 0
5211264 N 06/01/13
0
1774990 976/976 F 110,300.00 ZZ
180 109,601.99 1
6005 WEST EXCELL AVENUE 7.000 991.41 80
6.750 991.41 137,900.00
SPOKANE WA 99208 1 06/17/98 00
5212633 05 08/01/98 0
5212633 O 07/01/13
0
1774991 976/976 F 62,200.00 ZZ
180 61,133.64 2
4515 SOUTH DONALD COURT 7.125 563.43 48
6.875 563.43 132,000.00
SPOKANE WA 99223 2 05/21/98 00
5212661 05 07/01/98 0
5212661 N 06/01/13
0
1774992 976/976 F 80,000.00 ZZ
180 79,195.95 1
2300 VISION DRIVE UNIT#B 8.000 764.53 80
7.750 764.53 100,000.00
PALM BEACH GARD FL 33418 2 05/19/98 00
5212832 09 07/01/98 0
5212832 N 06/01/13
0
1774993 976/976 F 80,200.00 ZZ
180 79,470.61 1
411 WEST LINCOLN AVENUE 7.625 749.18 80
7.375 749.18 100,301.00
NAMPA ID 83686 1 05/07/98 00
5215631 05 07/01/98 0
5215631 O 06/01/13
0
1774995 976/976 F 576,000.00 ZZ
180 570,748.52 1
1
1713 GLENVIEW DRIVE 7.500 5,339.60 80
7.250 5,339.60 720,000.00
LAS VEGAS NV 89134 2 05/08/98 00
5217985 03 07/01/98 0
5217985 O 06/01/13
0
1774996 976/976 F 270,500.00 ZZ
180 268,843.02 1
1206 FERRY ROAD 7.375 2,488.40 75
7.125 2,488.40 365,000.00
GRANTS PASS OR 97526 2 06/15/98 00
5226911 05 08/01/98 0
5226911 O 07/01/13
0
1774999 976/976 F 99,500.00 ZZ
180 98,303.96 1
6319 MERONA LANE 7.625 929.46 70
7.375 929.46 142,176.00
HOUSTON TX 77041 1 05/11/98 00
5233695 03 07/01/98 0
5233695 O 06/01/13
0
1775001 976/976 F 49,500.00 ZZ
180 48,582.71 1
13731 COLOGNE 8.000 473.05 90
7.750 473.05 55,200.00
HOUSTON TX 77065 1 06/19/98 04
5233838 03 08/01/98 25
5233838 N 07/01/13
0
1775002 976/976 F 113,000.00 ZZ
120 110,760.94 1
6671 NORTH WOODSON AVENUE 7.125 1,319.32 41
6.875 1,319.32 281,500.00
FRESNO CA 93711 2 05/21/98 00
5246181 05 07/01/98 0
5246181 N 06/01/08
0
1775003 976/976 F 103,000.00 ZZ
120 100,917.23 1
4277 EAST COPPER AVENUE 7.125 1,202.57 45
6.875 1,202.57 230,500.00
CLOVIS CA 93611 2 05/21/98 00
5246182 05 07/01/98 0
1
5246182 N 06/01/08
0
1775004 976/976 F 48,750.00 ZZ
180 48,129.38 1
1494 DEL RIO CIRCLE #A 7.000 438.18 75
6.750 438.18 65,000.00
CONCORD CA 94518 5 04/20/98 00
5247082 01 06/01/98 0
5247082 N 05/01/13
0
1775005 976/976 F 650,000.00 ZZ
180 640,481.89 1
716 HARGER ROAD 8.000 6,211.74 70
7.750 6,211.74 935,000.00
OAK BROOK IL 60521 1 04/01/98 00
5249739 05 05/01/98 0
5249739 N 04/01/13
0
1775006 976/976 F 48,000.00 ZZ
180 47,571.78 1
5812 ELWOOD LANE 7.750 451.82 80
7.500 451.82 60,000.00
BAKERSFIELD CA 93307 5 05/19/98 00
5253390 05 07/01/98 0
5253390 N 06/01/13
0
1775009 976/976 F 82,000.00 ZZ
180 81,140.44 1
87 PINE AVENUE 7.500 760.16 72
7.250 760.16 115,000.00
HYANNIS MA 02601 5 05/22/98 00
5256181 05 07/01/98 0
5256181 O 06/01/13
0
1775010 976/976 F 60,000.00 ZZ
180 59,636.45 1
1560 49TH STREET 7.500 556.21 80
7.250 556.21 75,000.00
SACRAMENTO CA 95819 1 06/01/98 00
5256300 05 08/01/98 0
5256300 N 07/01/13
0
1
1775011 976/976 F 562,500.00 ZZ
180 557,427.09 1
23146 HATTERAS STREET 7.625 5,254.49 75
7.375 5,254.49 750,000.00
LOS ANGELES,WOO CA 91367 1 05/07/98 00
5256579 05 07/01/98 0
5256579 O 06/01/13
0
1775013 976/976 F 451,500.00 ZZ
180 447,383.60 4
1211 SOUTH SHERBOURNE DRIVE 7.500 4,185.47 75
7.250 4,185.47 602,000.00
LOS ANGELES CA 90035 1 05/16/98 00
5263559 05 07/01/98 0
5263559 O 06/01/13
0
1775014 976/976 F 64,000.00 ZZ
180 63,447.52 1
18002 HILLCREST ROAD 8.125 616.25 80
7.875 616.25 80,000.00
DALLAS TX 75252 1 05/13/98 00
5275901 05 07/01/98 0
5275901 N 06/01/13
0
1775015 976/976 F 59,250.00 ZZ
180 58,676.48 1
7722 BIRCH STREET 7.375 545.06 75
7.125 545.06 79,500.00
PRAIRIE VILLAGE KS 66216 5 05/18/98 00
5276048 05 07/01/98 0
5276048 N 06/01/13
0
1775016 976/976 F 76,000.00 ZZ
180 74,358.65 4
1069 NORTH 1ST STREET 7.875 720.83 64
7.625 720.83 120,000.00
COEUR D'ALENE ID 83814 5 06/04/98 00
5280155 05 08/01/98 0
5280155 N 07/01/13
0
1775017 976/976 F 200,000.00 ZZ
180 198,052.47 1
6565 COLBY LANE 8.000 1,911.31 80
7.750 1,911.31 250,000.00
1
BLOOMFIELD HILL MI 48302 1 05/26/98 00
5280894 05 07/01/98 0
5280894 N 06/01/13
0
1775018 976/976 F 50,000.00 ZZ
180 49,695.97 1
3460 YEMANS AVENUE 8.000 477.83 80
7.750 477.83 62,500.00
HAMTRAMCK MI 48212 1 06/05/98 00
5280963 05 08/01/98 0
5280963 N 07/01/13
0
1775020 976/976 F 87,750.00 ZZ
180 86,984.15 1
4614 WEST TWILIGHT DRIVE 8.000 838.59 75
7.750 838.59 117,000.00
KEARNS UT 84118 5 05/18/98 00
5287394 05 07/01/98 0
5287394 N 06/01/13
0
1775021 976/976 F 49,500.00 ZZ
180 49,053.57 1
713 CHESNEE HIGHWAY 7.625 462.40 90
7.375 462.40 55,000.00
SPARTANBURG SC 29303 1 05/01/98 11
5293355 05 07/01/98 25
5293355 N 06/01/13
0
1775022 976/976 F 75,000.00 ZZ
180 73,508.69 1
79461 40TH AVENUE 7.500 695.26 54
INDIO AREA 7.250 695.26 140,000.00
RIVERSIDE CA 92201 5 05/14/98 00
5298940 05 07/01/98 0
5298940 O 06/01/13
0
1775023 976/976 F 450,000.00 ZZ
180 438,285.35 1
20 BEVERLY HILLS DRIVE 6.875 4,013.35 78
6.625 4,013.35 580,000.00
IVYLAND PA 18974 2 05/07/98 00
5303254 05 07/01/98 0
5303254 O 06/01/13
0
1
1775024 976/976 F 123,750.00 ZZ
180 122,597.03 1
1714 ELK RIVER 7.250 1,129.67 75
7.000 1,129.67 165,000.00
HOUSTON TX 77090 1 05/14/98 00
5305415 03 07/01/98 0
5305415 O 06/01/13
0
1775026 976/976 F 77,000.00 ZZ
180 75,989.83 3
731-731 1/2 WEST 11TH AVENUE 7.750 724.79 39
7.500 724.79 198,000.00
EUGENE OR 97402 5 05/29/98 00
5306856 05 07/01/98 0
5306856 N 06/01/13
0
1775027 976/976 F 60,000.00 ZZ
180 59,458.89 1
1617 HUDSON ROAD 7.625 560.48 80
7.375 560.48 75,000.00
SAINT PAUL MN 55106 2 05/27/98 00
5307793 05 07/01/98 0
5307793 N 06/01/13
0
1775029 976/976 F 43,650.00 ZZ
180 43,402.40 1
1207 OAK LANE 8.250 423.47 90
8.000 423.47 48,500.00
GREENVILLE MS 38701 1 06/11/98 11
5312831 05 08/01/98 25
5312831 N 07/01/13
0
1775030 976/976 F 53,000.00 ZZ
180 52,678.86 1
4895 CERISE AVENUE 7.500 491.32 70
7.250 491.32 76,500.00
NEW ORLEANS LA 70127 2 06/17/98 00
5312979 05 08/01/98 0
5312979 N 07/01/13
0
1775031 976/976 F 50,150.00 ZZ
180 49,852.72 2
1
1004-06 LOUISA STREET 7.750 472.05 85
7.500 472.05 59,000.00
NEW ORLEANS LA 70126 2 06/17/98 11
5312980 05 08/01/98 25
5312980 N 07/01/13
0
1775032 976/976 F 56,950.00 ZZ
180 56,612.40 2
13667-69 N. NEMOURS STREET 7.750 536.06 85
7.500 536.06 67,000.00
NEW ORLEANS LA 70130 2 06/17/98 11
5312981 05 08/01/98 25
5312981 N 07/01/13
0
1775033 976/976 F 55,600.00 ZZ
180 55,098.56 1
41514 47TH STREET WEST 7.625 519.38 80
7.375 519.38 69,500.00
PALMDALE AREA CA 93536 1 05/20/98 00
5313325 05 07/01/98 0
5313325 N 06/01/13
0
1775034 976/976 F 169,600.00 ZZ
180 167,516.81 1
21901 BURBANK BLVD. #203 7.250 1,548.22 80
WOODLAND HILLS AREA 7.000 1,548.22 212,000.00
LOS ANGELES CA 91367 2 05/26/98 00
5313780 01 07/01/98 0
5313780 O 06/01/13
0
1775035 976/976 F 475,300.00 ZZ
180 470,871.64 1
256 OCEAN VIEW AVENUE 7.250 4,338.84 70
7.000 4,338.84 679,000.00
NEWPORT BEACH CA 92663 1 05/21/98 00
5313992 05 07/01/98 0
5313992 O 06/01/13
0
1775036 976/976 F 54,350.00 ZZ
180 53,885.96 1
1107 LINDEN DRIVE 8.250 527.28 75
8.000 527.28 72,500.00
DENTON TX 76201 5 05/13/98 00
5314129 05 07/01/98 0
1
5314129 N 06/01/13
0
1775037 976/976 F 60,000.00 ZZ
180 59,487.72 1
1218 BONNIE BRAE STREET 8.250 582.09 75
8.000 582.09 80,000.00
DENTON TX 76201 5 05/14/98 00
5314130 05 07/01/98 0
5314130 N 06/01/13
0
1775038 976/976 F 55,200.00 ZZ
180 54,723.48 1
125 FROSTWOOD LANE 8.125 531.52 80
7.875 531.52 69,000.00
SPRING TX 77386 1 05/20/98 00
5314406 05 07/01/98 0
5314406 N 06/01/13
0
1775039 976/976 F 80,000.00 ZZ
180 79,546.21 1
2013 MACAO PLACE 8.250 776.12 80
8.000 776.12 100,000.00
PLANO TX 75075 1 06/02/98 00
5314590 05 08/01/98 0
5314590 N 07/01/13
0
1775042 976/976 F 79,000.00 ZZ
180 78,255.96 1
2800 MULLINS PASS 7.125 715.61 69
6.875 715.61 116,000.00
MARIETTA GA 30064 5 05/26/98 00
5317211 05 07/01/98 0
5317211 N 06/01/13
0
1775043 976/976 F 84,800.00 ZZ
180 84,298.57 2
1602 DALE COVE 8.000 810.40 80
7.750 810.40 106,000.00
ROUND ROCK TX 78664 1 06/03/98 00
5318006 05 08/01/98 0
5318006 N 07/01/13
0
1
1775044 976/976 F 108,200.00 ZZ
180 107,565.59 1
517 STAGECOACH ROAD 7.875 1,026.23 74
7.625 1,026.23 147,000.00
SAN MARCOS TX 78666 2 06/11/98 00
5318133 05 08/01/98 0
5318133 N 07/01/13
0
1775045 976/976 F 88,000.00 ZZ
180 87,464.58 2
105 NELRAY BOULEVARD 7.625 822.04 80
7.375 822.04 110,000.00
AUSTIN TX 78751 1 06/12/98 00
5318137 05 08/01/98 0
5318137 N 07/01/13
0
1775047 976/976 F 72,000.00 ZZ
180 71,580.53 2
10806-08 CRESTVIEW 8.000 688.07 80
7.750 688.07 90,000.00
LEANDER TX 78645 1 06/09/98 00
5318397 05 08/01/98 0
5318397 N 07/01/13
0
1775048 976/976 F 300,000.00 ZZ
180 297,698.85 1
5 BOLEANA LANE 7.625 2,802.39 73
7.375 2,802.39 415,000.00
SUN VALLEY ID 83353 5 06/11/98 00
5319115 03 08/01/98 0
5319115 O 07/01/13
0
1775049 976/976 F 65,100.00 ZZ
180 64,513.43 2
100 AND 102 MEYER AVENUE 7.750 612.78 70
7.500 612.78 93,000.00
NAMPA ID 83686 5 06/09/98 00
5319166 05 08/01/98 0
5319166 N 07/01/13
0
1775050 976/976 F 46,200.00 ZZ
180 45,722.47 1
1412 11TH STREET SOUTH 7.625 431.57 70
7.375 431.57 66,000.00
1
NAMPA ID 83651 5 06/10/98 00
5319168 05 08/01/98 0
5319168 N 07/01/13
0
1775051 976/976 F 56,000.00 ZZ
180 55,463.72 1
1216 SWEETWOOD CIRCLE 7.625 523.12 63
7.375 523.12 90,000.00
NAMPA ID 83651 5 06/09/98 00
5319169 05 08/01/98 0
5319169 N 07/01/13
0
1775052 976/976 F 107,800.00 ZZ
180 106,967.31 4
407407,1/20940925H11THNAVESS 7.875 1,022.43 70
11TH AVENUE S 7.625 1,022.43 154,000.00
NAMPA ID 83651 5 06/10/98 00
5319172 05 08/01/98 0
5319172 N 07/01/13
0
1775053 976/976 F 146,250.00 ZZ
180 144,945.34 1
10931 205TH AVENUE NW 7.750 1,376.62 75
7.500 1,376.62 195,000.00
ELK RIVER MN 55330 1 05/14/98 00
5323713 05 07/01/98 0
5323713 N 06/01/13
0
1775054 976/976 F 129,300.00 ZZ
180 128,490.56 2
7654 BARBARA COURT 7.125 1,171.24 80
6.875 1,171.24 162,000.00
INVER GROVE HEI MN 55364 2 06/12/98 00
5323874 05 08/01/98 0
5323874 O 07/01/13
0
1775055 976/976 F 46,350.00 ZZ
180 45,954.26 2
2224 4TH AVENUE NORTH 8.250 449.67 90
8.000 449.67 51,500.00
MINNEAPOLIS MN 55405 1 05/27/98 04
5324475 05 07/01/98 25
5324475 N 06/01/13
0
1
1775057 976/976 F 130,000.00 ZZ
180 128,702.01 2
1575 AND 1585 WEST 33RD STREET 7.875 1,232.99 72
7.625 1,232.99 183,000.00
LONG BEACH CA 90810 5 06/02/98 00
5325515 05 08/01/98 0
5325515 N 07/01/13
0
1775059 976/976 F 49,000.00 ZZ
180 48,577.00 1
346 HILLCREST 8.125 471.82 76
7.875 471.82 65,000.00
HAYSVILLE KS 67060 5 06/01/98 00
5328699 05 07/01/98 0
5328699 N 06/01/13
0
1775060 976/976 F 176,000.00 T
180 173,910.78 1
558 LAKEWORTH CIRCLE 7.500 1,631.55 80
7.250 1,631.55 222,000.00
HEATHROW FL 32746 1 05/22/98 00
5329814 03 07/01/98 0
5329814 O 06/01/13
0
1775061 976/976 F 45,750.00 ZZ
180 45,466.68 1
1405 GREEN RIDGE DRIVE 7.250 417.64 75
7.000 417.64 61,000.00
APOPKA FL 32703 5 06/12/98 00
5330336 05 08/01/98 0
5330336 N 07/01/13
0
1775062 976/976 F 67,500.00 ZZ
180 66,910.88 1
1021 W. CONANT ST. 8.000 645.07 75
7.750 645.07 90,500.00
PORTAGE WI 53901 5 05/29/98 00
5330974 05 07/01/98 0
5330974 N 06/01/13
0
1775063 976/976 F 47,250.00 ZZ
180 46,972.95 3
1
442 WEST BRINGHURST STREET 7.875 448.15 75
7.625 448.15 63,000.00
PHILADELPHIA PA 19144 5 06/04/98 00
5331417 05 08/01/98 0
5331417 N 07/01/13
0
1775064 976/976 F 174,400.00 ZZ
180 172,740.18 1
29 JONATHAN DRIVE 7.500 1,616.71 80
7.250 1,616.71 218,000.00
PHOENIXVILLE PA 19460 5 05/28/98 00
5331630 05 07/01/98 0
5331630 O 06/01/13
0
1775065 976/976 F 101,250.00 ZZ
180 100,326.86 3
755 EAST INYO AVENUE 7.500 938.61 75
7.250 938.61 135,000.00
TULARE CA 93274 2 05/22/98 00
5336607 05 07/01/98 0
5336607 O 06/01/13
0
1775066 976/976 F 104,400.00 ZZ
180 103,787.87 2
3000 SECREST WAY 7.875 990.19 90
7.625 990.19 116,000.00
MODESTO CA 95350 1 06/16/98 11
5337276 05 08/01/98 25
5337276 N 07/01/13
0
1775067 976/976 F 65,200.00 ZZ
180 64,511.61 1
8629 EAST HEATHERBRAE AVENUE 7.250 595.19 37
7.000 595.19 179,000.00
SCOTTSDALE AZ 85251 2 06/10/98 00
5343506 05 08/01/98 0
5343506 O 07/01/13
0
1775068 976/976 F 112,500.00 ZZ
180 111,847.61 1
11061 SOUTH PEWAUKEE STREET 8.000 1,075.11 90
7.750 1,075.11 125,000.00
PHOENIX AZ 85044 1 06/02/98 04
5343564 03 08/01/98 25
1
5343564 N 07/01/13
0
1775070 976/976 F 175,000.00 ZZ
180 173,939.64 1
14756 MILL SPRING DRIVE 7.500 1,622.28 70
7.250 1,622.28 253,000.00
CHESTERFIELD MO 63017 5 06/10/98 00
5357008 03 08/01/98 0
5357008 O 07/01/13
0
1775072 976/976 F 137,800.00 ZZ
180 134,924.08 1
1363 WOODMAN COURT 7.625 1,287.24 55
7.375 1,287.24 254,000.00
SAN JOSE CA 95121 2 04/27/98 00
5493571 05 06/01/98 0
5493571 N 05/01/13
0
1775073 976/976 F 350,000.00 ZZ
180 346,808.99 1
9 BEACONSFIELD 7.500 3,244.55 80
7.250 3,244.55 440,000.00
DOVE CANYON ARE CA 92679 5 05/18/98 00
5495764 03 07/01/98 0
5495764 O 06/01/13
0
1775074 976/976 F 63,600.00 ZZ
180 62,719.51 2
3210-12 ATLANTIC AVENUE 7.500 589.58 43
7.250 589.58 149,000.00
RALEIGH NC 27604 2 05/14/98 00
5497188 05 07/01/98 0
5497188 N 06/01/13
0
1775075 976/976 F 55,500.00 ZZ
180 55,156.31 1
1621 HARRIS STREET 7.250 506.64 75
7.000 506.64 74,000.00
EUREKA CA 95503 5 06/05/98 00
5498440 05 08/01/98 0
5498440 N 07/01/13
0
1
1775076 976/976 F 67,500.00 ZZ
180 67,081.98 1
1735 16TH STREET 7.250 616.19 75
7.000 616.19 90,000.00
EUREKA CA 95501 5 06/05/98 00
5498540 05 08/01/98 0
5498540 N 07/01/13
0
1775077 976/976 F 231,000.00 ZZ
180 229,600.34 1
1887 15TH AVENUE 7.500 2,141.40 57
7.250 2,141.40 406,000.00
SAN FRANCISCO CA 94122 2 06/03/98 00
5498541 05 08/01/98 0
5498541 N 07/01/13
0
1775078 976/976 F 57,750.00 ZZ
180 57,392.38 1
312 DOLLISON STREET 7.250 527.18 75
7.000 527.18 77,000.00
EUREKA CA 95501 5 06/05/98 00
5498798 05 08/01/98 0
5498798 N 07/01/13
0
1775079 976/976 F 637,800.00 ZZ
180 633,932.96 1
638 MORSE STREET 7.500 5,912.49 75
7.250 5,912.49 850,500.00
SAN JOSE CA 95126 5 06/04/98 00
5498802 05 08/01/98 0
5498802 O 07/01/13
0
1775080 976/976 F 48,750.00 ZZ
180 48,448.09 1
2037 A STREET 7.250 445.03 75
7.000 445.03 65,000.00
EUREKA CA 95501 5 06/05/98 00
5498883 05 08/01/98 0
5498883 N 07/01/13
0
1775082 976/976 F 191,600.00 ZZ
180 189,890.79 2
1016 & 1018 DRAKE DRIVE 7.750 1,803.49 80
7.500 1,803.49 239,500.00
1
DAVIS CA 95616 1 05/21/98 00
5501590 05 07/01/98 0
5501590 N 06/01/13
0
1775084 976/976 F 83,250.00 ZZ
180 82,490.99 1
1722 DENISON DRIVE 7.500 771.74 75
7.250 771.74 111,000.00
DAVIS CA 95616 1 05/28/98 00
5501828 05 07/01/98 0
5501828 N 06/01/13
0
1775085 976/976 F 85,000.00 T
180 84,479.32 1
104 COUNTRY CLUB DRIVE 7.375 781.94 63
7.125 781.94 135,000.00
REHOBETH DE 19971 1 06/03/98 00
5504552 01 08/01/98 0
5504552 O 07/01/13
0
1775086 976/976 F 95,000.00 ZZ
180 93,984.78 2
545 11TH STREET, S.E. 8.000 907.87 58
7.750 907.87 164,000.00
WASHINGTON DC 20003 2 05/19/98 00
5505122 05 07/01/98 0
5505122 N 06/01/13
0
1775088 976/976 F 42,000.00 ZZ
180 41,608.67 1
3013 HERRMANN COURT 7.250 383.41 73
7.000 383.41 58,000.00
VIRGINIA BEACH VA 23452 5 05/27/98 00
5505328 09 07/01/98 0
5505328 N 06/01/13
0
1775089 976/976 F 125,000.00 ZZ
180 124,242.60 3
2210 WEST GRACE STREET 7.500 1,158.77 70
7.250 1,158.77 180,000.00
RICHMOND VA 23220 2 06/12/98 00
5505673 05 08/01/98 0
5505673 N 07/01/13
0
1
1775090 976/976 F 113,000.00 ZZ
180 112,315.31 2
2310 WEST GRACE STREET 7.500 1,047.53 63
7.250 1,047.53 180,000.00
RICHMOND VA 23220 2 06/12/98 00
5505881 05 08/01/98 0
5505881 N 07/01/13
0
1775092 976/976 F 72,000.00 ZZ
180 71,582.47 2
150-152 WAYNE RD. 8.000 688.07 90
7.750 688.07 80,000.00
WEST PALM BEACH FL 33415 1 06/15/98 04
5506561 05 08/01/98 25
5506561 N 07/01/13
0
1775093 976/976 F 72,000.00 ZZ
180 71,582.47 2
4890-4900 LYNWOOD DRIVE 8.000 688.07 90
7.750 688.07 80,000.00
WEST PALM BEACH FL 33415 1 06/15/98 04
5506569 05 08/01/98 25
5506569 N 07/01/13
0
1775094 976/976 F 120,600.00 ZZ
180 119,113.40 2
4603/05 STEAMBOAT CIRCLE 7.375 1,109.43 90
7.125 1,109.43 134,000.00
RAPID CITY SD 57701 1 04/30/98 04
5508617 03 06/01/98 25
5508617 N 05/01/13
0
1775095 976/976 F 51,000.00 ZZ
180 50,559.76 1
1148 MAGNOLIA AVENUE EAST 8.125 491.07 75
7.875 491.07 68,000.00
ST. PAUL MN 55106 5 05/05/98 00
5508711 05 07/01/98 0
5508711 N 06/01/13
0
1775096 976/976 F 85,000.00 ZZ
120 83,557.86 1
1
12125 53RD AVENUE NORTH 7.500 1,008.97 52
7.250 1,008.97 165,000.00
PLYMOUTH MN 55442 5 05/18/98 00
5508805 05 07/01/98 0
5508805 O 06/01/08
0
1775097 976/976 F 42,400.00 ZZ
180 41,920.44 1
300 SHELARD PARKWAY #305 7.750 399.11 80
7.500 399.11 53,500.00
ST. LOUIS PARK MN 55426 1 05/27/98 00
5508821 01 07/01/98 0
5508821 N 06/01/13
0
1775098 976/976 F 68,700.00 ZZ
180 68,093.80 1
633 E. MCCARTY ST. 7.875 651.59 84
7.625 651.59 82,500.00
INDIANAPOLIS IN 46203 2 05/22/98 21
5509102 05 07/01/98 25
5509102 N 06/01/13
0
1775099 976/976 F 72,000.00 ZZ
180 71,364.68 1
597 N. 9TH STREET 7.875 682.89 90
7.625 682.89 80,000.00
NOBLESVILLE IN 46060 1 05/28/98 21
5509488 05 07/01/98 25
5509488 N 06/01/13
0
1775100 976/976 F 70,000.00 ZZ
180 69,326.38 1
1765 BRYCE AVENUE 6.875 624.30 70
6.625 624.30 100,000.00
TURLOCK CA 95380 1 05/22/98 00
5510712 05 07/01/98 0
5510712 O 06/01/13
0
1775101 976/976 F 228,750.00 ZZ
180 226,687.00 1
491 SOUTH MARENGO AVENUE 7.625 2,136.83 75
7.375 2,136.83 305,000.00
PASADENA CA 91101 1 05/08/98 00
5510843 05 07/01/98 0
1
5510843 N 06/01/13
0
1775102 976/976 F 140,000.00 ZZ
180 139,170.09 1
1620 RIDGLEY BOULEVARD 7.750 1,317.79 80
7.500 1,317.79 175,000.00
EUGENE OR 97401 2 06/05/98 00
5512943 05 08/01/98 0
5512943 N 07/01/13
0
1775104 976/976 F 113,400.00 ZZ
180 112,399.37 1
17 OSPREY LANE 7.875 1,075.55 73
7.625 1,075.55 157,000.00
PLYMOUTH MA 02360 2 05/14/98 00
5513107 05 07/01/98 0
5513107 O 06/01/13
0
1775105 976/976 F 161,000.00 ZZ
180 160,013.78 1
5250 ALHAMA DRIVE 7.375 1,481.08 59
7.125 1,481.08 275,000.00
LOSDANGELESLWOO CA 91364 2 06/09/98 00
5514263 05 08/01/98 0
5514263 N 07/01/13
0
1775106 976/976 F 464,000.00 ZZ
180 461,095.28 1
23107 PARK MARCO POLO 7.125 4,203.06 80
6.875 4,203.06 580,000.00
CALABASAS CA 91302 2 06/09/98 00
5514264 05 08/01/98 0
5514264 O 07/01/13
0
1775107 976/976 F 68,000.00 ZZ
120 67,211.96 2
874 A & B PARK PLACE 7.000 789.54 51
6.750 789.54 135,000.00
CONYERS GA 30012 2 06/12/98 00
5514944 05 08/01/98 0
5514944 O 07/01/08
0
1
1775108 976/976 F 46,800.00 ZZ
180 46,522.57 1
1403 POPLAR STREET 7.750 440.52 80
7.500 440.52 58,500.00
MURRAY KY 42071 5 06/08/98 00
5516659 05 08/01/98 0
5516659 N 07/01/13
0
1775110 976/976 F 47,900.00 ZZ
180 47,616.03 1
207 SOUTH 15TH STREET 7.750 450.88 90
7.500 450.88 53,250.00
MURRAY KY 42071 1 06/17/98 04
5516660 05 08/01/98 25
5516660 N 07/01/13
0
1775112 976/976 F 68,400.00 ZZ
180 68,012.01 1
247 WEST UNION 8.250 663.58 90
8.000 663.58 76,000.00
ATHENS OH 45701 1 06/15/98 04
5516668 01 08/01/98 25
5516668 N 07/01/13
0
1775113 976/976 F 127,000.00 ZZ
180 126,213.53 1
5500 MILLS ROAD 7.250 1,159.34 80
7.000 1,159.34 160,000.00
OSTRANDER OH 43061 2 06/18/98 00
5516965 05 08/01/98 0
5516965 O 07/01/13
0
1775114 976/976 F 80,000.00 ZZ
180 79,515.27 1
1670 SAINT MALO WAY 7.500 741.61 80
7.250 741.61 100,000.00
HENDERSON NV 89014 1 06/19/98 00
5517232 01 08/01/98 0
5517232 N 07/01/13
0
1775115 976/976 F 45,500.00 ZZ
180 45,064.49 1
5598 30TH AVENUE NORTH 7.625 425.03 65
7.375 425.03 70,000.00
1
ST. PETERSBURG FL 33710 5 05/15/98 00
5519042 05 07/01/98 0
5519042 N 06/01/13
0
1775116 976/976 F 45,000.00 ZZ
180 44,607.24 2
1862-64 MELODY LANE 8.000 430.05 60
7.750 430.05 75,000.00
ARNOLD MO 63010 1 06/05/98 00
5519416 05 07/01/98 0
5519416 N 06/01/13
0
1775117 976/976 F 450,000.00 ZZ
180 447,213.35 1
26W003 MARION AVENUE 7.250 4,107.88 89
7.000 4,107.88 510,000.00
WHEATON IL 60187 2 06/05/98 13
7969547 05 08/01/98 25
7969547 O 07/01/13
0
1775229 A93/G02 F 160,000.00 ZZ
180 160,000.00 2
1917 BAY RIDGE AVENUE 7.500 1,483.22 55
7.250 1,483.22 295,000.00
BROOKLYN NY 11204 2 08/19/98 00
0431003326 05 10/01/98 0
03981885 O 09/01/13
0
1775335 E22/G02 F 125,000.00 ZZ
180 124,225.93 1
1660 TWELVE OAKS WAY UNIT #304 7.250 1,141.08 67
7.000 1,141.08 188,000.00
NORTH PALM BEAC FL 33408 5 06/26/98 00
0410889240 01 08/01/98 0
410889240 O 07/01/13
0
1775337 E22/G02 F 30,250.00 ZZ
180 30,066.71 1
1210 OBERSTE STREET 7.500 280.42 55
7.250 280.42 55,000.00
CORPUS CHRISTI TX 78418 5 06/30/98 00
0410920961 05 08/01/98 0
410920961 N 07/01/13
0
1
1775338 E22/G02 F 105,000.00 ZZ
180 103,976.27 1
1445 ARIS STREET 7.750 988.34 70
7.500 988.34 150,000.00
METAIRIE LA 70005 1 06/30/98 00
0410941215 05 08/01/98 0
410941215 O 07/01/13
0
1775354 E22/G02 F 150,000.00 ZZ
180 149,110.82 1
114 COUNTRY LAKE DRIVE 7.750 1,411.91 85
7.500 1,411.91 176,500.00
PEKIN IL 61554 5 06/25/98 10
0410918452 05 08/01/98 12
410918452 O 07/01/13
0
1775367 462/462 F 140,100.00 ZZ
180 138,215.49 1
510 LUPINE PLACE 7.375 1,288.82 66
7.125 1,288.82 213,000.00
BENICIA CA 95624 5 06/01/98 00
5560404 05 08/01/98 0
5560404 N 07/01/13
0
1775372 E22/G02 F 60,000.00 T
180 59,652.06 1
2216 SAN GABRIEL STREET UNIT # 8.000 573.39 75
105 7.750 573.39 80,000.00
AUSTIN TX 78705 1 07/02/98 00
0410919377 01 08/01/98 0
410919377 O 07/01/13
0
1775387 E22/G02 F 217,500.00 ZZ
180 216,182.15 1
4104 TROWBRIDGE DRIVE 7.500 2,016.25 75
7.250 2,016.25 290,000.00
FORT COLLINS CO 80526 5 06/25/98 00
0410844765 03 08/01/98 0
410844765 O 07/01/13
0
1775394 E22/G02 F 82,800.00 ZZ
180 82,563.35 1
1
5225 WHITE WILLOW DRIVE 8.125 797.27 75
7.875 797.27 110,400.00
FORT COLLINS CO 80525 1 07/08/98 00
0410953327 01 09/01/98 0
410953327 N 08/01/13
0
1775407 462/462 F 334,500.00 ZZ
180 330,642.80 2
650-652 40TH AVENUE 7.500 3,100.86 55
7.250 3,100.86 610,000.00
SAN FRANCISCO CA 94121 2 05/20/98 00
5580907 05 07/01/98 0
5580907 N 06/01/13
0
1775487 225/225 F 288,000.00 ZZ
180 286,311.40 1
58 WAINWRIGHT ST 7.875 2,731.54 75
7.625 2,731.54 385,000.00
RYE NY 10580 5 06/15/98 00
7023894 05 08/01/98 0
7023894 O 07/01/13
0
1775534 638/G02 F 172,000.00 ZZ
180 170,980.40 1
10115 ABILENE STREET 7.750 1,618.99 80
7.500 1,618.99 215,000.00
VENTURA CA 93004 2 06/24/98 00
0430911842 03 08/01/98 0
8761804 N 07/01/13
0
1775613 229/G02 F 61,400.00 ZZ
180 61,222.55 1
14734 "O" CIRCLE 8.000 586.78 72
7.750 586.78 86,400.00
OMAHA NE 68137 1 07/23/98 00
0430966325 05 09/01/98 0
0016079808 N 08/01/13
0
1775687 F62/G02 F 101,500.00 ZZ
180 100,850.71 2
361-363 E. 12 ST 6.875 905.23 60
6.625 905.23 170,000.00
HIALEAH FL 33010 5 06/24/98 00
0430913665 05 08/01/98 0
1
0000 O 07/01/13
0
1775745 822/G02 F 54,600.00 ZZ
180 54,279.86 1
517 NOBLE STREET 7.875 517.86 65
7.625 517.86 84,000.00
NORRISTOWN PA 19401 5 06/19/98 00
0430905505 05 08/01/98 0
3636001992 N 07/01/13
0
1775747 A36/A36 F 30,000.00 ZZ
180 30,000.00 1
24130 BERNARD DRIVE 6.750 265.47 35
6.500 265.47 86,000.00
CRESTLINE CA 92325 5 08/11/98 00
000 05 10/01/98 0
000 O 09/01/13
0
1775999 E22/G02 F 250,000.00 ZZ
180 249,253.22 1
4589 WALDEN DRIVE 7.625 2,335.32 59
7.375 2,335.32 425,000.00
BLOOMFIELD TOWN MI 48301 5 07/08/98 00
0410939037 05 09/01/98 0
410939037 O 08/01/13
0
1776002 E62/G02 F 64,000.00 ZZ
180 63,616.44 1
153 SUMMERFIELD DRIVE 7.625 597.84 74
7.375 597.84 86,500.00
MCDONOUGH GA 30253 2 06/26/98 00
0430908624 05 08/01/98 0
00 N 07/01/13
0
1776013 E22/G02 F 50,750.00 ZZ
180 50,606.56 2
78-80 WEST 11TH STREET 8.250 492.35 70
8.000 492.35 72,500.00
ATLANTIC BEACH FL 32233 1 07/09/98 00
0410912240 05 09/01/98 0
410912240 N 08/01/13
0
1
1776061 E22/G02 F 45,000.00 ZZ
180 44,744.76 3
1624-1626 BEHRMAN AVENUE 8.250 436.56 90
8.000 436.56 50,000.00
NEW ORLEANS LA 70114 1 06/30/98 10
0410896492 05 08/01/98 25
410896492 N 07/01/13
0
1776199 A35/G02 F 95,000.00 ZZ
180 95,000.00 1
99 BROOKSITE DRIVE 7.875 901.03 64
7.625 901.03 150,000.00
SMITHOWN NY 11787 2 08/18/98 00
0430999086 05 10/01/98 0
FWW4032 O 09/01/13
0
1776272 E46/G02 F 124,000.00 ZZ
180 124,000.00 1
9 CENTRAL AVENUE 7.750 1,167.18 80
7.500 1,167.18 155,000.00
ISLAND HEIGHTS NJ 08732 2 08/25/98 00
0431000157 05 10/01/98 0
30810 O 09/01/13
0
1776286 A91/G02 F 176,000.00 ZZ
180 175,513.53 2
21-28 24TH STREET 8.500 1,733.14 66
8.250 1,733.14 270,000.00
ASTORIA NY 11105 2 07/16/98 00
0430910877 05 09/01/98 0
9815466B N 08/01/13
0
1776315 A99/G02 F 106,000.00 ZZ
180 106,000.00 1
3305 165TH STREET 6.500 923.37 57
6.250 923.37 187,000.00
MADRID IA 50156 5 08/24/98 23
0431003854 05 10/01/98 0
0320092 O 09/01/13
0
1776484 134/G02 F 70,000.00 ZZ
180 69,795.46 1
724 WEST 1720 NORTH #301 7.875 663.92 59
7.625 663.92 120,000.00
1
PROVO UT 84604 2 07/01/98 00
0430909796 01 09/01/98 0
7332363 N 08/01/13
0
1776501 A45/G02 F 114,000.00 T
180 113,659.47 1
41 BANK STREET 7.625 1,064.91 31
7.375 1,064.91 374,000.00
HARWICHPORT MA 02646 2 08/03/98 00
0430969675 05 09/01/98 0
0000 O 08/01/13
0
1776558 E22/G02 F 41,650.00 ZZ
120 41,186.81 1
RT 2, BOX 62 OLD CLINCH VALLEY 7.750 499.84 85
ROAD 7.500 499.84 49,000.00
THORNHILL TN 37881 5 06/25/98 04
0410917751 05 08/01/98 12
410917751 O 07/01/08
0
1776572 E22/G02 F 61,750.00 ZZ
180 60,645.92 1
301 & 303 FLOURNOY DRIVE 8.500 608.08 77
8.250 608.08 81,000.00
AUSTIN TX 78745 2 06/30/98 00
0410933154 05 08/01/98 0
410933154 N 07/01/13
0
1776578 E22/G02 F 61,650.00 ZZ
180 61,477.69 1
12288 DEEDER LANE 8.375 602.58 90
8.125 602.58 68,500.00
JACKSONVILLE FL 32223 1 07/09/98 04
0410930465 05 09/01/98 30
410930465 N 08/01/13
0
1776650 737/G02 F 36,000.00 ZZ
180 34,183.48 1
4074 PARKS ROAD 7.000 323.58 38
6.750 323.58 96,000.00
FLOWERY BRANCH GA 30542 4 07/07/98 00
0430958702 05 09/01/98 0
953327 O 08/01/13
0
1
1776716 480/G02 F 38,250.00 ZZ
180 38,028.18 1
432 KESWICK AVENUE 8.000 365.54 90
7.750 365.54 42,500.00
CHARLOTTE NC 28206 2 06/12/98 12
0430924621 05 08/01/98 25
2065563 N 07/01/13
0
1776723 480/G02 F 41,500.00 ZZ
180 41,264.60 1
2839 NE 9TH STREET 8.250 402.61 70
8.000 402.61 60,000.00
GAINESVILLE FL 32609 5 06/30/98 00
0430925164 05 08/01/98 0
2427201 N 07/01/13
0
1776762 480/G02 F 152,000.00 ZZ
180 150,064.95 1
11880 EAST WAGON TRAIL ROAD 7.000 1,366.22 68
6.750 1,366.22 225,000.00
TUCSON AZ 85749 5 04/29/98 00
0430924795 05 06/01/98 0
2192854 O 05/01/13
0
1776775 480/G02 F 90,000.00 ZZ
180 89,214.52 1
9920 SW 128TH STREET 8.000 860.09 36
7.750 860.09 253,000.00
MIAMI FL 33176 2 05/15/98 00
0430924928 05 07/01/98 0
2496743 O 06/01/13
0
1776780 480/G02 F 81,600.00 ZZ
180 80,887.85 1
4141 BAYSHORE BLVD #1203 8.000 779.81 80
7.750 779.81 102,000.00
TAMPA FL 33611 1 05/28/98 00
0430924787 06 07/01/98 0
2465730 O 06/01/13
0
1776795 480/G02 F 157,500.00 T
180 156,155.32 1
1
23070 BONITO LANE 8.250 1,527.97 75
8.000 1,527.97 210,000.00
CUDJOE KEY FL 33042 1 05/05/98 00
0430924688 05 07/01/98 0
2320935 O 06/01/13
0
1776801 480/G02 F 47,700.00 ZZ
180 47,429.43 1
2315 SW 73RD TERRACE 8.250 462.76 90
8.000 462.76 53,000.00
GAINESVILLE FL 32608 2 06/30/98 12
0430925180 03 08/01/98 25
2427193 N 07/01/13
0
1776809 480/G02 F 33,000.00 ZZ
180 32,808.62 1
2832 NE 11TH TERRACE 8.000 315.37 58
7.750 315.37 57,000.00
GAINESVILLE FL 32609 2 06/30/98 00
0430925172 05 08/01/98 0
2427177 N 07/01/13
0
1776811 480/G02 F 64,800.00 ZZ
180 64,432.44 1
3310 NW 30TH AVE 8.250 628.65 90
8.000 628.65 72,000.00
GAINESVILLE FL 32605 2 06/30/98 12
0430925206 05 08/01/98 25
2427185 N 07/01/13
0
1776844 B75/G02 F 172,000.00 ZZ
180 171,491.83 1
30192 ONO BLVD 7.750 1,619.00 59
7.500 1,619.00 295,000.00
ORANGE BEACH AL 36561 2 07/29/98 00
0430994541 05 09/01/98 0
B75 O 08/01/13
0
1776991 E82/G02 F 40,500.00 ZZ
180 40,389.30 2
4-6 COZY AVENUE 8.625 401.79 90
8.375 401.79 45,000.00
ONEONTA NY 13820 1 07/20/98 04
0400122198 05 09/01/98 25
1
04001222198 N 08/01/13
0
1777039 134/G02 F 38,250.00 ZZ
180 38,030.60 1
1217 CENTURY 8.125 368.31 85
7.875 368.31 45,000.00
MIDLAND TX 79703 2 06/26/98 11
0430913947 05 08/01/98 12
59327218 N 07/01/13
0
1777060 134/G02 F 47,600.00 ZZ
180 47,332.97 1
1640 DAYTON 8.375 465.26 70
8.125 465.26 68,000.00
WICHITA FALLS TX 76301 5 06/24/98 00
0430911792 05 08/01/98 0
7305013 N 07/01/13
0
1777130 638/G02 F 240,000.00 ZZ
180 239,259.13 1
15284 GREENHORN ROAD 7.250 2,190.87 80
7.000 2,190.87 300,000.00
GRASS VALLEY CA 95945 5 07/01/98 00
0430922484 05 09/01/98 0
8764879 O 08/01/13
0
1777160 B28/G02 F 82,000.00 ZZ
180 81,763.03 1
1179 NORTH PINE 8.000 783.64 70
7.750 783.64 117,700.00
MARSHFIELD MO 65706 2 07/09/98 00
0430993089 05 09/01/98 0
980123 O 08/01/13
0
1777183 E11/G02 F 124,000.00 ZZ
180 123,621.38 1
11912 BAYPOINT DRIVE 7.375 1,140.70 70
7.125 1,140.70 179,000.00
BURNSVILLE MN 55337 1 07/16/98 00
0430909325 05 09/01/98 0
UNKNOWN O 08/01/13
0
1
1777205 G81/G02 F 109,250.00 ZZ
180 108,948.02 2
1042-44 SW 9TH STREET 8.500 1,075.83 95
8.250 1,075.83 115,000.00
MIAMI FL 33130 1 07/31/98 10
0430955039 05 09/01/98 30
21807093 O 08/01/13
0
1777234 H81/G02 F 73,500.00 ZZ
180 73,294.56 1
1976-78 SOUTH 79TH STREET 8.375 718.41 72
8.125 718.41 102,400.00
WEST ALLIS WI 53214 2 07/31/98 00
0430969931 05 09/01/98 0
4730 N 08/01/13
0
1777278 375/G02 F 92,000.00 ZZ
180 90,310.34 1
6 CREEK FOREST LANE 7.375 846.33 75
7.125 846.33 123,000.00
CONROE TX 77355 4 04/09/98 00
0430909176 03 06/01/98 0
682644 O 05/01/13
0
1777298 375/G02 F 50,000.00 ZZ
180 49,534.12 2
2331 HOFFNAGLE STREET 7.250 456.44 50
7.000 456.44 100,000.00
PHILADELPHIA PA 19152 5 05/12/98 00
0430912865 05 07/01/98 0
734145 N 06/01/13
0
1777309 375/G02 F 48,000.00 ZZ
180 47,552.76 1
349 EAST THOMAS ROAD 7.250 438.18 80
#E501 7.000 438.18 60,000.00
PHOENIX AZ 85012 2 06/01/98 00
0430913046 08 07/01/98 0
0047128590 O 06/01/13
0
1777312 375/G02 F 104,000.00 T
180 102,718.03 1
4601 COUNTY ROAD 473 7.375 956.72 80
7.125 956.72 130,000.00
1
ELGIN TX 78621 1 04/02/98 00
0430912915 05 06/01/98 0
6450206 O 05/01/13
0
1777326 757/G02 F 44,000.00 ZZ
180 43,868.56 1
7 EMILY LANE 7.625 411.02 48
7.375 411.02 92,000.00
CARROLLTON GA 30117 2 07/15/98 00
0430916122 05 09/01/98 0
3220613 O 08/01/13
0
1777334 757/G02 F 57,000.00 ZZ
180 56,665.79 1
334 DEFOE CIRCLE 7.875 540.62 79
7.625 540.62 72,500.00
MARYVILLE TN 37804 2 07/01/98 00
0430916296 05 08/01/98 0
3508082 N 07/01/13
0
1777336 375/G02 F 50,400.00 T
180 49,645.83 1
171 WAKULLA LANE #118 7.750 474.40 90
7.500 474.40 56,000.00
COCOA BEACH FL 32931 1 03/06/98 04
0430920280 01 05/01/98 20
734175 O 04/01/13
0
1777337 E22/G02 F 100,100.00 ZZ
180 99,538.47 2
4348 AUBURN 8.375 978.41 70
8.125 978.41 143,000.00
SHELBY TOWNSHIP MI 48043 1 07/01/98 00
0410934756 05 08/01/98 0
410934756 O 07/01/13
0
1777339 757/G02 F 48,000.00 ZZ
180 47,858.18 1
1645 BOWENS MILL HWY 7.750 451.82 62
7.500 451.82 78,100.00
FITZGERALD GA 31750 5 07/14/98 00
0430916155 05 09/01/98 0
3567799 O 08/01/13
0
1
1777355 E22/G02 F 91,000.00 ZZ
180 90,466.45 1
1401 LAPORTE AVENUE 7.875 863.09 70
7.625 863.09 130,000.00
FORT COLLINS CO 80521 5 06/30/98 00
0410890560 05 08/01/98 0
410890560 N 07/01/13
0
1777365 E22/G02 F 78,000.00 ZZ
180 77,767.01 2
5170 NE 17TH TERRACE 7.625 728.62 46
7.375 728.62 170,000.00
FORT LAUNDERDAL FL 33334 2 07/10/98 00
0410890404 05 09/01/98 0
410890404 O 08/01/13
0
1777366 E22/G02 F 33,300.00 ZZ
180 33,207.95 1
4133 STALLINGS DRIVE 8.500 327.92 90
UNIT # 603 8.250 327.92 37,000.00
NACOGDOCHES TX 75961 2 07/09/98 10
0430931519 01 09/01/98 25
410925010 N 08/01/13
0
1777413 E22/G02 F 65,000.00 ZZ
180 64,606.15 1
11308 TAFT STREET 7.500 602.56 95
7.250 602.56 68,500.00
PEMBROKE PINES FL 33026 1 07/02/98 14
0410928196 01 08/01/98 30
410928196 O 07/01/13
0
1777421 E22/G02 F 144,000.00 ZZ
180 143,593.00 4
758 ROYAL RIDGE DRIVE 8.250 1,397.00 80
8.000 1,397.00 180,000.00
WEST CARROLLTON OH 45449 2 07/10/98 00
0410946016 05 09/01/98 0
410946016 O 08/01/13
0
1777458 375/G02 F 42,400.00 ZZ
180 42,025.86 3
1
222 WEST POPLAR STREET 7.875 402.15 80
7.625 402.15 53,000.00
GROVE CITY PA 16127 1 05/05/98 00
0430910190 05 07/01/98 0
735444 N 06/01/13
0
1777476 638/G02 F 68,800.00 ZZ
180 68,609.83 1
17011 NORTH BAY ROAD 8.500 677.50 80
8.250 677.50 86,000.00
MIAMI FL 33160 1 07/07/98 00
0430919472 01 09/01/98 0
8765903 O 08/01/13
0
1777478 375/G02 F 150,000.00 ZZ
180 148,572.66 1
39 COW LANE 7.750 1,411.92 14
7.500 1,411.92 1,100,000.00
KINGS POINT NY 11024 5 05/13/98 00
0430910091 05 07/01/98 0
47083423 O 06/01/13
0
1777485 375/G02 F 150,000.00 ZZ
180 147,209.35 1
18 MONITOR ROAD 7.375 1,379.89 69
7.125 1,379.89 219,990.00
HAUPPAUGE NY 11788 1 02/20/98 00
0430909879 09 04/01/98 0
688820 O 03/01/13
0
1777576 E23/G02 F 94,000.00 ZZ
180 93,719.21 1
2800 NORTH FARRELL DRIVE 7.625 878.08 59
7.375 878.08 160,000.00
PALM SPRINGS CA 92262 2 07/08/98 00
0430920181 05 09/01/98 0
10503901 O 08/01/13
0
1777734 267/267 F 143,000.00 ZZ
180 142,548.84 1
17002 ADLON RD 7.000 1,285.33 16
6.750 1,285.33 915,000.00
ENCINO CA 91436 2 06/29/98 00
4269402 05 09/01/98 0
1
4269402 O 08/01/13
0
1777744 134/G02 F 40,800.00 ZZ
180 40,565.99 1
114 N EISENHOWER 8.125 392.86 85
7.875 392.86 48,000.00
MIDLAND TX 79703 2 06/26/98 11
0430923375 05 08/01/98 12
59327220 N 07/01/13
0
1777761 737/G02 F 67,300.00 ZZ
180 67,111.89 2
4132 A & B BREWSTER DRIVE 8.375 657.81 76
8.125 657.81 89,000.00
TALLAHASSEE FL 32308 2 07/14/98 00
0431009000 05 09/01/98 0
952631 N 08/01/13
0
1777805 140/G02 F 38,250.00 T
180 38,136.99 1
1164 INDIAN ROAD 7.750 360.04 90
7.500 360.04 42,500.00
VIRGINIA BEACH VA 23451 1 07/14/98 01
0430989616 01 09/01/98 25
444173 O 08/01/13
0
1777811 134/G02 F 42,400.00 ZZ
180 42,156.80 1
3413 ROCKY LANE ROAD 8.125 408.27 80
7.875 408.27 53,000.00
ODESSA TX 79762 2 06/26/98 00
0430914036 05 08/01/98 0
59327216 N 07/01/13
0
1777869 757/G02 F 62,900.00 ZZ
180 62,726.13 1
2165 S MILLEDGE AVE UNIT 3B 8.500 619.41 90
8.250 619.41 69,900.00
ATHENS GA 30605 1 07/20/98 01
0430918730 01 09/01/98 25
3567807 O 08/01/13
0
1
1777902 E22/G02 F 117,600.00 ZZ
180 117,236.97 1
2722 CANE FIELD DR 7.250 1,073.53 80
7.000 1,073.53 147,000.00
SUGAR LAND TX 77479 1 07/15/98 00
0410956791 03 09/01/98 0
410956791 O 08/01/13
0
1777907 E22/G02 F 94,250.00 ZZ
120 93,265.39 4
170 WEST COLLEGE STREET 8.875 1,187.55 70
8.625 1,187.55 135,000.00
CANONSBURG PA 15317 5 07/06/98 00
0410904254 05 08/01/98 0
410904254 N 07/01/08
0
1777911 E22/G02 F 62,000.00 ZZ
180 61,820.83 1
2902 OAKMONT BOULEVARD 8.000 592.50 57
7.750 592.50 110,000.00
AUSTIN TX 78703 2 07/14/98 00
0410952204 05 09/01/98 0
410952204 N 08/01/13
0
1778002 180/G02 F 64,350.00 ZZ
180 63,993.00 1
5602 DUKE STREET 8.500 633.68 90
8.250 633.68 71,500.00
LUBBOCK TX 79416 1 06/26/98 04
0430954792 05 08/01/98 25
13002274 N 07/01/13
0
1778179 664/G02 F 54,000.00 ZZ
180 53,847.37 1
1021 POPLAR 8.250 523.88 68
8.000 523.88 80,000.00
WAUKEGAN IL 60085 5 07/17/98 00
0430922906 05 09/01/98 0
2655041 N 08/01/13
0
1778208 E22/G02 F 248,000.00 ZZ
180 247,267.31 1
8445 FRICOT CITY ROAD 7.750 2,334.36 80
7.500 2,334.36 310,000.00
1
CALAVERITAS CA 95249 5 07/09/98 00
0410933337 05 09/01/98 0
410933337 O 08/01/13
0
1778343 369/G02 F 70,000.00 ZZ
180 69,589.59 1
5410 FALCON WOOD COURT 7.875 663.91 80
7.625 663.91 87,500.00
ARLINGTON TX 76016 2 06/25/98 00
0430913855 05 08/01/98 0
0061780623 O 07/01/13
0
1778548 E45/G02 F 47,600.00 ZZ
180 46,832.19 2
195-197 NORTH BLUFF ROAD 6.875 424.52 68
6.625 424.52 70,000.00
ATHENS GA 30605 1 03/30/98 00
0430927483 05 05/01/98 0
38137 N 04/01/13
0
1778564 E22/G02 F 33,900.00 ZZ
180 33,797.62 1
13532 FRANCES AVENUE 7.500 314.26 71
7.250 314.26 48,000.00
HUDSON FL 34667 2 07/14/98 00
0410940662 05 09/01/98 0
410940662 N 08/01/13
0
1778587 E22/G02 F 45,900.00 ZZ
180 45,761.38 1
13816 MELANIE AVENUE 7.500 425.50 90
7.250 425.50 51,000.00
HUDSON FL 34667 2 07/14/98 04
0410940654 05 09/01/98 25
410940654 N 08/01/13
0
1778624 E22/G02 F 29,250.00 ZZ
180 29,170.05 2
1211 4TH STREET 8.625 290.18 90
8.375 290.18 32,500.00
MUSKEGON MI 49441 1 07/13/98 10
0410891352 05 09/01/98 25
410891352 N 08/01/13
0
1
1778660 E22/G02 F 350,000.00 ZZ
180 347,992.63 1
3335 LONE PINE 8.125 3,370.09 56
7.875 3,370.09 630,000.00
WEST BLOOMFIELD MI 48323 5 06/26/98 00
0410925226 05 08/01/98 0
410925226 O 07/01/13
0
1778661 E22/G02 F 59,100.00 ZZ
180 58,921.52 1
4545 TOPSAIL TRAIL 7.500 547.86 80
7.250 547.86 74,000.00
NEW PORT RICHEY FL 34652 2 07/14/98 00
0410940522 05 09/01/98 0
410940522 N 08/01/13
0
1778757 E62/G02 F 67,300.00 ZZ
180 66,905.41 1
339 ASHTON PLACE 7.875 638.31 90
7.625 638.31 74,800.00
MCDONOUGH GA 30253 1 06/26/98 04
0430914788 05 08/01/98 25
00 N 07/01/13
0
1778826 637/G02 F 43,650.00 ZZ
180 43,396.86 1
6161 WEST CAMBRIDGE AVE 8.000 417.15 90
7.750 417.15 48,500.00
PHOENIX AZ 85035 1 06/16/98 04
0430925941 05 08/01/98 20
8496127 N 07/01/13
0
1778839 637/G02 F 110,000.00 ZZ
180 109,333.48 1
19 SUNSET AVENUE 7.500 1,019.72 59
7.250 1,019.72 187,000.00
HAMPSTEAD NH 03841 2 06/24/98 00
0430922336 05 08/01/98 0
0011434289 O 07/01/13
0
1778989 134/G02 F 122,000.00 ZZ
180 120,887.70 1
1
2625 WEST COUNTRY CLUB DRIVE 7.500 1,130.96 69
7.250 1,130.96 177,000.00
OKLAHOMA CITY OK 73116 2 05/22/98 00
0430927574 05 07/01/98 0
59302797 O 06/01/13
0
1779017 201/G02 F 71,000.00 ZZ
180 70,597.28 1
845 GREEN VALLEY ROAD 8.250 688.80 90
8.000 688.80 78,900.00
PALM HARBOR FL 34683 1 06/26/98 11
0430926261 05 08/01/98 25
5309084621 N 07/01/13
0
1779137 G92/G02 F 266,000.00 ZZ
180 265,142.39 1
5132 HEBRIDES COURT 6.750 2,353.86 56
6.500 2,353.86 480,000.00
NEWARK CA 94560 2 07/17/98 00
0430926121 03 09/01/98 0
0290583 O 08/01/13
0
1779238 E22/G02 F 65,000.00 ZZ
180 64,803.69 1
620 W. HENRY 7.500 602.56 93
7.250 602.56 70,000.00
KANKAKEE IL 60901 2 07/17/98 04
0410907372 05 09/01/98 30
410907372 O 08/01/13
0
1779319 A59/G02 F 140,000.00 ZZ
120 139,191.15 1
15500 HIGHLAND LAWNS COURT 7.000 1,625.52 68
6.750 1,625.52 208,000.00
MINNETONKA MN 55345 5 07/28/98 00
0430958785 05 09/01/98 0
8675308 O 08/01/08
0
1779333 E22/G02 F 95,200.00 ZZ
180 94,896.37 1
2216 7TH AVENUE SOUTH 6.875 849.05 80
6.625 849.05 119,000.00
GREAT FALLS MT 59405 1 07/16/98 00
0410954077 05 09/01/98 0
1
410954077 O 08/01/13
0
1779334 H35/G02 F 79,000.00 ZZ
180 78,758.78 1
758 SW 97 PLACE CIRCLE 7.375 726.74 59
7.125 726.74 136,000.00
MIAMI FL 33174 2 07/06/98 00
0430920983 05 09/01/98 0
9150051687 O 08/01/13
0
1779345 G97/G02 F 122,500.00 ZZ
180 122,500.00 4
3060 COUNTRY VIEW LANE 7.500 1,135.59 70
7.250 1,135.59 175,000.00
HOLLAND MI 49424 5 08/10/98 00
0430990432 05 10/01/98 0
G97 N 09/01/13
0
1779352 K21/G02 F 387,000.00 ZZ
180 387,000.00 1
8035 NARDIAN WAY 7.125 3,505.57 79
6.875 3,505.57 490,000.00
LOS ANGELES CA 90045 2 08/04/98 00
0430984831 05 10/01/98 0
9899815 O 09/01/13
0
1779556 E45/G02 F 213,750.00 ZZ
180 212,454.86 1
4780 GRADY SMITH ROAD 7.500 1,981.49 75
7.250 1,981.49 285,000.00
LOGANVILLE GA 30052 2 06/16/98 00
0430919183 05 08/01/98 0
40473 O 07/01/13
0
1779665 267/267 F 77,500.00 ZZ
180 77,250.13 1
401 N. BUSHNELL AVE. 6.750 685.81 36
6.500 685.81 220,000.00
ALHAMBRA CA 91801 2 07/06/98 00
4267078 05 09/01/98 0
4267078 O 08/01/13
0
1
1779673 E22/G02 F 30,400.00 ZZ
180 30,311.17 1
4800 W. LOVERS LANE #223E 7.875 288.33 80
7.625 288.33 38,000.00
DALLAS TX 75209 1 07/08/98 00
0410948905 01 09/01/98 0
410948905 O 08/01/13
0
1779676 E22/G02 F 145,000.00 ZZ
180 144,121.42 1
21 STONEY HILL COURT 7.500 1,344.17 71
7.250 1,344.17 207,000.00
BUTLER NJ 07405 5 07/02/98 00
0410889307 05 08/01/98 0
410889307 O 07/01/13
0
1779690 E22/G02 F 42,800.00 T
180 42,681.70 1
4720 SUTTON TERRACE 8.500 421.47 65
UNIT # 118 8.250 421.47 65,900.00
ORLANDO FL 32811 1 07/02/98 00
0410934459 01 09/01/98 0
410934459 O 08/01/13
0
1779740 E22/G02 F 72,000.00 ZZ
180 71,805.40 2
37 ROSE STREET 8.750 719.60 80
8.500 719.60 90,000.00
STRATFORD CT 06497 1 07/15/98 00
0410928790 05 09/01/98 0
410928790 N 08/01/13
0
1779743 E22/G02 F 61,200.00 ZZ
180 61,000.22 1
1601 HEATHER CT 7.250 558.67 85
7.000 558.67 72,000.00
PRYOR CREEK OK 74361 5 06/30/98 04
0410932495 05 09/01/98 12
410932495 O 08/01/13
0
1779751 E22/G02 F 70,850.00 ZZ
180 70,649.75 2
2619 SOUTH ADAMS STREET 8.250 687.34 65
8.000 687.34 109,000.00
1
FT. WORTH TX 76110 5 07/09/98 00
0410941546 05 09/01/98 0
410941546 N 08/01/13
0
1779820 E22/G02 F 224,000.00 ZZ
180 223,345.47 1
8155 REDWOOD LANE 7.875 2,124.53 80
7.625 2,124.53 280,000.00
GRANITE BAY CA 95746 5 07/17/98 00
0410958870 05 09/01/98 0
410958870 N 08/01/13
0
1780072 830/G02 F 48,200.00 ZZ
180 48,056.02 1
6897 LAURELWOOD DRIVE 7.625 450.25 57
7.375 450.25 85,000.00
DOUGLASVILLE GA 30135 2 07/10/98 00
0430983593 05 09/01/98 0
535883 N 08/01/13
0
1780086 637/G02 F 86,250.00 ZZ
180 85,749.84 1
1424 STILL CREEK AVENUE 8.000 824.25 75
7.750 824.25 115,050.00
HENDERSON NV 89014 3 06/12/98 00
0430929398 03 08/01/98 0
8447492 N 07/01/13
0
1780090 637/G02 F 64,500.00 ZZ
180 64,117.63 2
960-962 18TH AVENUE 7.750 607.13 62
7.500 607.13 105,500.00
LONGVIEW WA 98632 2 06/05/98 00
0430929232 05 08/01/98 0
0010208361 N 07/01/13
0
1780110 637/G02 F 75,000.00 ZZ
180 74,555.39 1
945-947 17TH AVENUE 7.750 705.96 73
7.500 705.96 103,500.00
LONGVIEW WA 98632 2 06/05/98 00
0430960161 05 08/01/98 0
0010208312 N 07/01/13
0
1
1780133 964/G02 F 136,500.00 ZZ
180 136,069.35 1
4533 PRONGHORN WAY 7.000 1,226.90 71
6.750 1,226.90 193,000.00
ANTIOCH CA 94509 2 07/14/98 00
0430921833 05 09/01/98 0
39171 O 08/01/13
0
1780148 253/253 F 49,400.00 ZZ
180 49,254.04 1
2705 BRIARWOOD BOULEVARD 7.750 465.00 65
7.500 465.00 76,000.00
EAST POINT GA 30344 5 07/15/98 00
914747 05 09/01/98 0
914747 N 08/01/13
0
1780178 E22/G02 F 129,400.00 ZZ
180 129,000.55 1
3528 TRACY 7.250 1,181.24 80
7.000 1,181.24 161,800.00
STERLING HEIGHT MI 48310 1 07/16/98 00
0410937874 05 09/01/98 0
410937874 O 08/01/13
0
1780211 E22/G02 F 121,500.00 ZZ
180 120,348.58 4
1678 MAYBERRY 8.250 1,178.72 77
8.000 1,178.72 159,300.00
NEOSHO MO 64850 2 07/24/98 00
0410840250 05 09/01/98 0
410840250 N 08/01/13
0
1780224 737/G02 F 47,000.00 ZZ
180 46,864.17 1
1410 E ROYAL PALM ROAD 8.000 449.16 53
7.750 449.16 90,000.00
PHOENIX AZ 85020 2 07/09/98 00
0430958454 05 09/01/98 0
515437 O 08/01/13
0
1780229 134/G02 F 43,200.00 ZZ
180 43,080.59 1
1
311 HUNTLEE DRIVE 8.500 425.41 90
8.250 425.41 48,000.00
NEW ORLEANS LA 70131 1 07/22/98 11
0430925123 05 09/01/98 25
7297893 N 08/01/13
0
1780284 E22/G02 F 104,800.00 ZZ
180 104,490.37 1
3103 CROOKS 7.750 986.46 80
7.500 986.46 131,000.00
ROCHESTER HILLS MI 48309 1 07/06/98 00
0410941819 05 09/01/98 0
410941819 N 08/01/13
0
1780442 E22/G02 F 46,000.00 ZZ
180 43,830.34 1
968 BUFFALO WAY 7.750 432.99 62
7.500 432.99 75,000.00
SPARKS NV 89431 2 07/17/98 00
0410829311 09 09/01/98 0
410829311 O 08/01/13
0
1780492 638/G02 F 140,000.00 ZZ
180 139,590.92 1
273 BLACK LANE 7.875 1,327.83 80
7.625 1,327.83 175,000.00
CARVALLIS MT 59828 1 07/14/98 00
0430927194 05 09/01/98 0
8757457 O 08/01/13
0
1780664 638/G02 F 121,000.00 ZZ
180 120,634.57 1
1470 NORTH 300 EAST 7.500 1,121.68 36
7.250 1,121.68 345,000.00
LEHI UT 84043 5 07/14/98 00
0430926196 05 09/01/98 0
8756421 O 08/01/13
0
1780668 638/G02 F 39,060.00 ZZ
180 38,947.12 1
2633 NORTH 48TH DRIVE 8.000 373.28 70
7.750 373.28 55,800.00
PHOENIX AZ 85040 1 07/10/98 00
0430927152 05 09/01/98 0
1
8759175 N 08/01/13
0
1780675 225/225 F 122,250.00 ZZ
180 119,181.56 1
3789 NORTH ALDER 7.625 1,141.98 75
7.375 1,141.98 163,000.00
HOFFMAN ESTATES IL 60195 2 03/25/98 00
7012229 05 05/01/98 0
7012229 N 04/01/13
0
1780791 267/267 F 65,000.00 ZZ
180 64,792.69 1
970 S KINGSLEY DRIVE 6.875 579.71 69
UNIT #202 6.625 579.71 95,000.00
LOS ANGELES CA 90006 2 07/14/98 00
4263919 01 09/01/98 0
4263919 O 08/01/13
0
1780792 225/225 F 108,000.00 ZZ
180 107,673.82 1
61 JOTHAM ROAD 7.500 1,001.18 68
7.250 1,001.18 159,000.00
NEW MILFORD CT 06776 2 07/13/98 00
0000 05 09/01/98 0
0000 O 08/01/13
0
1780808 757/G02 F 69,600.00 ZZ
180 69,396.62 1
3168 CROCKETT RIDGE ROAD 7.875 660.13 80
7.625 660.13 87,000.00
NORWAY ME 04268 1 07/09/98 00
0430930206 05 09/01/98 0
3555265 O 08/01/13
0
1780831 267/267 F 300,000.00 ZZ
180 299,011.67 1
7325 VIA LORADO 6.500 2,613.33 58
6.250 2,613.33 525,000.00
RANCHO PALO VER CA 90275 2 07/06/98 00
4266632 05 09/01/98 0
4266632 O 08/01/13
0
1
1780851 A35/G02 F 133,500.00 ZZ
180 133,109.91 1
829 SHALER BOULEVARD 7.875 1,266.18 75
7.625 1,266.18 178,000.00
RIDGEFIELD NJ 07657 1 07/09/98 00
0430925610 05 09/01/98 0
LPPFW4245 O 08/01/13
0
1780959 E22/G02 F 121,500.00 ZZ
180 121,032.95 4
1680 MAYBERRY DRIVE 8.250 1,178.72 77
8.000 1,178.72 159,300.00
NEOSHO MO 64850 2 07/24/98 00
0410839922 05 09/01/98 0
410839922 N 08/01/13
0
1780976 E22/G02 F 127,400.00 ZZ
180 127,039.92 4
1602 MAYBERRY DRIVE 8.250 1,235.96 80
8.000 1,235.96 159,300.00
NEOSHO MO 64850 2 07/24/98 00
0410839849 05 09/01/98 0
410839849 N 08/01/13
0
1780989 E22/G02 F 153,200.00 ZZ
180 151,844.38 3
1614-16-18 MAYBERRY 8.500 1,508.62 90
8.250 1,508.62 170,250.00
NEOSHO MO 64850 2 07/24/98 10
0410840300 05 09/01/98 25
410840300 N 08/01/13
0
1781004 E22/G02 F 121,500.00 ZZ
180 118,435.77 4
1605 MAYBERRY 8.250 1,178.72 77
8.000 1,178.72 159,300.00
NEOSHO MO 64850 2 07/24/98 00
0410840367 05 09/01/98 0
410840367 N 08/01/13
0
1781038 883/G02 F 85,850.00 ZZ
180 85,599.14 1
2961 MOCKINGBIRD LANE SW 7.875 814.25 85
7.625 814.25 101,000.00
1
ATLANTA GA 30311 5 07/17/98 01
0430948893 05 09/01/98 12
10004008 O 08/01/13
0
1781045 E45/G02 F 450,000.00 ZZ
180 448,564.79 1
2207 TWO POND LANE 6.875 4,013.34 77
6.625 4,013.34 590,000.00
TALLAHASSEE FL 32312 2 07/14/98 00
0430929810 03 09/01/98 0
39683 O 08/01/13
0
1781078 H49/G02 F 64,000.00 ZZ
180 64,000.00 1
2012 BLODGETT 7.875 607.01 80
7.625 607.01 80,000.00
HOUSTON TX 77004 1 08/06/98 00
0430984070 05 10/01/98 0
00125703403 O 09/01/13
0
1781201 676/676 F 109,200.00 ZZ
180 108,566.74 1
1687 PENSACOLA STREET #605 8.000 1,043.58 95
7.750 1,043.58 115,000.00
HONOLULU HI 96822 2 06/23/98 10
860100301143 06 08/01/98 30
860100301143 O 07/01/13
0
1781212 227/G02 F 143,821.00 ZZ
180 143,386.64 1
630 JEFFERSON STREET 7.500 1,333.24 76
7.250 1,333.24 190,000.00
HOBOKEN NJ 07030 2 07/16/98 00
0430970574 01 09/01/98 0
1767007 O 08/01/13
0
1781247 E22/G02 F 151,200.00 ZZ
180 150,613.50 1
7850 MC GROARTY ST. 7.250 1,380.25 80
(SUNLAND AREA) 7.000 1,380.25 189,000.00
LOS ANGELES CA 91040 2 07/21/98 00
0410957294 05 09/01/98 0
410957294 O 08/01/13
0
1
1781264 931/G02 F 69,150.00 ZZ
180 69,150.00 1
22 MEADOWRUE DRIVE 7.625 645.95 75
7.375 645.95 92,229.00
GLASTONBURY CT 06033 1 08/18/98 00
0431008440 01 10/01/98 0
042374 N 09/01/13
0
1781593 624/G02 F 422,500.00 ZZ
120 420,042.16 1
44520 MESQUITE COURT 6.875 4,878.41 65
6.625 4,878.41 650,000.00
FREMONT CA 94539 5 07/21/98 00
0430930917 05 09/01/98 0
87504080216 O 08/01/08
0
1781632 E82/G02 F 74,000.00 ZZ
180 73,793.16 1
1043 GARVIN PLACE 8.375 723.30 62
8.125 723.30 120,000.00
LOUISVILLE KY 40203 2 07/29/98 00
0400132411 05 09/01/98 0
0400132411 N 08/01/13
0
1781633 E82/G02 F 45,300.00 ZZ
180 45,117.63 1
3316 JANELL ROAD 7.875 429.65 63
7.625 429.65 73,000.00
LOUISVILLE KY 40216 2 07/29/98 00
0400132510 05 09/01/98 0
0400132510 N 08/01/13
0
1781656 E22/G02 F 45,500.00 ZZ
180 45,372.82 2
2611 3RD ST. N, 8.375 444.73 70
8.125 444.73 65,000.00
MINNEAPOLIS MN 55411 5 07/15/98 00
0410917777 05 09/01/98 0
410917777 N 08/01/13
0
1781676 E22/G02 F 121,500.00 ZZ
180 119,904.10 4
1
1601 MAYBERRY 8.250 1,178.72 77
8.000 1,178.72 159,300.00
NEOSHO MO 64850 2 07/24/98 00
0410840110 05 09/01/98 0
410840110 N 08/01/13
0
1781677 E22/G02 F 89,450.00 ZZ
180 89,199.98 1
182 PLEASANT DRIVE 8.375 874.31 78
8.125 874.31 114,700.00
STATESVILLE NC 28677 5 07/06/98 00
0410929293 05 09/01/98 0
410929293 O 08/01/13
0
1781685 E22/G02 F 30,550.00 ZZ
180 30,467.43 1
1800 NW 24TH AVE 8.750 305.33 65
UNIT #615 8.500 305.33 47,000.00
MIAMI FL 33125 5 07/10/98 00
0410926026 06 09/01/98 0
410926026 N 08/01/13
0
1781689 134/G02 F 75,000.00 ZZ
180 74,775.96 1
2608 ELMWOOD AVENUE 7.625 700.60 60
7.375 700.60 125,500.00
WICHITA FALLS TX 76308 1 07/20/98 00
0430932772 05 09/01/98 0
7305032 O 08/01/13
0
1781694 E22/G02 F 140,000.00 ZZ
180 139,581.80 1
59 OMAHA AVE 7.625 1,307.78 80
7.375 1,307.78 175,000.00
ROCKAWAY NJ 07866 2 07/20/98 00
0410945265 05 09/01/98 0
410945265 O 08/01/13
0
1781708 E22/G02 F 29,700.00 ZZ
180 29,612.25 1
1409 SOUTH WESTMORELAND DRIVE 7.750 279.56 90
7.500 279.56 33,000.00
ORLANDO FL 32805 1 07/23/98 04
0410903983 05 09/01/98 25
1
410903983 N 08/01/13
0
1781712 E22/G02 F 74,800.00 T
180 74,583.84 1
77 ALICANTE COURT 8.000 714.83 70
7.750 714.83 106,920.00
KISSIMMEE FL 34759 1 07/08/98 00
0410636229 03 09/01/98 0
410636229 O 08/01/13
0
1781866 225/225 F 63,000.00 ZZ
180 62,811.80 4
301-303 GRAVES STREET 7.625 588.51 90
7.375 588.51 70,000.00
SYRACUSE NY 13203 1 07/14/98 11
7027965 05 09/01/98 20
7027965 N 08/01/13
0
1781966 105/G02 F 151,600.00 ZZ
180 151,132.02 1
1316 BLUE HERON 7.250 1,383.90 80
7.000 1,383.90 189,500.00
BAYOU VISTA TX 77563 1 07/09/98 00
0430962035 05 09/01/98 0
1138221 O 08/01/13
0
1782012 907/G02 F 149,600.00 ZZ
180 149,143.21 1
31 PINE STREET 7.375 1,376.21 80
7.125 1,376.21 187,000.00
COLUMBIA CT 06237 5 07/27/98 00
0430955617 05 09/01/98 0
10003462 O 08/01/13
0
1782014 907/G02 F 90,000.00 ZZ
180 89,754.01 1
225 ST PAULS AVENUE 8.625 892.87 80
UNIT 12G 8.375 892.87 112,600.00
JERSEY CITY NJ 07306 1 07/23/98 00
0430950584 06 09/01/98 0
10003077 N 08/01/13
0
1
1782018 909/G02 F 294,000.00 ZZ
180 293,082.49 1
9255 LAVELL STREET 7.125 2,663.14 70
6.875 2,663.14 420,000.00
LA MESA CA 91941 5 07/15/98 00
0430961649 05 09/01/98 0
6009293 O 08/01/13
0
1782019 168/168 F 60,000.00 ZZ
180 59,652.06 2
10 CUYLER AVENUE 8.000 573.39 80
7.750 573.39 75,000.00
ALBANY NY 12209 1 06/30/98 00
0239869192 05 08/01/98 0
0239869192 N 07/01/13
0
1782025 168/168 F 221,750.00 ZZ
180 221,065.47 1
3129 ARLINGTON AVENUE 7.250 2,024.27 63
7.000 2,024.27 355,000.00
BRONX NY 10467 5 07/10/98 00
0239852834 05 09/01/98 0
0239852834 O 08/01/13
0
1782043 168/168 F 240,000.00 ZZ
180 239,275.17 1
407 CRANEY CREEK ROAD 7.500 2,224.83 70
7.250 2,224.83 345,000.00
STEVENSVILLE MD 21666 2 07/06/98 00
0169412881 05 09/01/98 0
0169412881 O 08/01/13
0
1782045 J40/G02 F 106,000.00 ZZ
180 105,672.79 1
4747 HIAWATHA DRIVE 7.250 967.63 85
7.000 967.63 125,000.00
GAINESVILLE GA 30506 5 07/20/98 11
0430929075 05 09/01/98 12
7602701 O 08/01/13
0
1782063 E22/G02 F 72,000.00 ZZ
180 71,789.62 1
2009 CHESAPEAKE CT 7.875 682.88 77
7.625 682.88 94,000.00
1
OLDSMAR FL 34677 5 07/17/98 00
0410927354 05 09/01/98 0
410927354 O 08/01/13
0
1782122 E22/G02 F 75,000.00 ZZ
180 74,792.70 1
1597 HIGHWAY 87 8.500 738.55 45
8.250 738.55 170,000.00
ST. CROIX FALLS WI 54024 5 07/24/98 00
0410948780 05 09/01/98 0
410948780 N 08/01/13
0
1782145 B30/G02 F 92,500.00 ZZ
180 92,500.00 1
11159 59TH STREET NORTH 7.750 870.69 53
7.500 870.69 175,000.00
ROYAL PALM BEAC FL 33411 2 08/21/98 00
0430996652 05 10/01/98 0
44019980332 O 09/01/13
0
1782197 E82/G02 F 47,550.00 ZZ
180 47,411.06 1
6676 RUTLEDGE ROAD 7.875 450.99 70
7.625 450.99 68,000.00
LOUISVILLE KY 40258 2 07/29/98 00
0400132528 05 09/01/98 0
0400132528 N 08/01/13
0
1782239 E22/G02 F 53,200.00 ZZ
180 53,049.64 4
525 SULLIVAN DRIVE 8.250 516.11 70
UNIT # A-D 8.000 516.11 76,000.00
EAST ALTON IL 62024 5 07/10/98 00
0410888473 05 09/01/98 0
410888473 N 08/01/13
0
1782299 253/253 F 49,000.00 ZZ
180 48,709.52 1
1907 DAYTONA DRIVE 7.750 461.23 70
7.500 461.23 70,000.00
ARLINGTON TX 76014 5 06/30/98 00
916290 05 08/01/98 0
916290 N 07/01/13
0
1
1782359 E22/G02 F 187,000.00 ZZ
180 186,435.24 1
27373 PASEO RAVENNA 7.500 1,733.51 78
7.250 1,733.51 241,000.00
SAN JUAN CAPIST CA 92675 2 07/24/98 00
0410955173 01 09/01/98 0
410955173 O 08/01/13
0
1782545 757/G02 F 44,000.00 ZZ
180 43,742.02 1
332 DEFOE CIRCLE 7.875 417.32 74
7.625 417.32 60,000.00
MARYVILLE TN 37804 2 07/01/98 00
0430952960 05 08/01/98 0
3508090 O 07/01/13
0
1782663 F96/G02 F 259,200.00 ZZ
180 258,442.62 1
101 HORIZON TERRACE 7.875 2,458.38 80
7.625 2,458.38 324,000.00
HAWTHORNE BOROU NJ 07506 1 07/30/98 00
0430977314 05 09/01/98 0
2751 O 08/01/13
0
1782712 E22/G02 F 144,500.00 ZZ
180 144,096.11 3
2708-10 SONIAT STREET 8.375 1,412.38 91
8.125 1,412.38 160,000.00
NEW ORLEANS LA 70115 2 07/27/98 04
0410930689 05 09/01/98 30
410930689 O 08/01/13
0
1782768 E22/G02 F 120,000.00 ZZ
180 119,051.05 1
201 WEST ROAD 7.375 1,103.91 55
7.125 1,103.91 220,000.00
SOUTH WINDSOR CT 06074 2 07/20/98 00
0410933543 05 09/01/98 0
410933543 O 08/01/13
0
1782781 E22/G02 F 76,000.00 ZZ
180 75,789.93 2
1
5111 & 5113 VERMONT LANE 8.500 748.40 80
8.250 748.40 95,000.00
FORT WAYNE IN 46815 1 07/16/98 00
0410932875 05 09/01/98 0
410932875 N 08/01/13
0
1782944 757/G02 F 156,400.00 ZZ
180 155,932.81 1
468 ORANGE STREET 7.625 1,460.98 85
7.375 1,460.98 184,000.00
MACON GA 31201 5 07/27/98 01
0430953034 05 09/01/98 6
3567674 O 08/01/13
0
1783041 E22/G02 F 320,000.00 ZZ
180 319,085.45 4
316 SUSIE WAY 8.125 3,081.22 80
7.875 3,081.22 400,000.00
SOUTH SAN FRANC CA 94080 1 06/30/98 00
0410891691 05 09/01/98 0
410891691 N 08/01/13
0
1783352 B28/G02 F 131,000.00 ZZ
180 130,617.22 1
1302 SOUTH 3RD AVENUE 7.875 1,242.47 80
7.625 1,242.47 165,000.00
STERLING CO 80751 1 07/22/98 00
0430978171 05 09/01/98 0
981410 O 08/01/13
0
1783442 731/G02 F 46,000.00 ZZ
180 45,872.85 1
830 MILLARD FARMER ROAD 8.500 452.98 69
8.250 452.98 67,000.00
NEWNAN GA 30263 5 07/27/98 00
0430962696 05 09/01/98 0
3140867757 N 08/01/13
0
1783445 731/G02 F 49,000.00 ZZ
180 48,864.56 1
850 MILLARD FARMER ROAD 8.500 482.52 70
8.250 482.52 70,000.00
NEWNAN GA 30263 5 07/27/98 00
0430962621 05 09/01/98 0
1
3140867758 N 08/01/13
0
1783458 624/G02 F 380,000.00 ZZ
180 378,877.32 1
4260 DRIFTWOOD PLACE 7.750 3,576.85 59
7.500 3,576.85 650,000.00
DISCOVERY BAY CA 94514 2 07/22/98 00
0430954594 05 09/01/98 0
31300181166 O 08/01/13
0
1783478 975/G02 F 219,200.00 ZZ
180 218,523.33 1
20841 EAST BOULDER LANE 7.250 2,001.00 80
7.000 2,001.00 275,000.00
DIAMOND BAR CA 91789 2 07/20/98 00
0430977157 05 09/01/98 0
982151 O 08/01/13
0
1783558 003/G02 F 105,000.00 T
180 104,693.18 1
15341 NW 6TH COURT 7.875 995.88 70
7.625 995.88 150,000.00
PEMBROKE PINES FL 33028 1 07/28/98 00
0430962878 03 09/01/98 0
0010508653 O 08/01/13
0
1783831 225/225 F 55,250.00 ZZ
180 54,922.49 1
4744 MISSION RD. 7.750 520.05 85
7.500 520.05 65,000.00
ROELAND PARK KS 66205 2 06/25/98 10
983246 05 08/01/98 6
983246 O 07/01/13
0
1783835 E22/G02 F 51,200.00 ZZ
180 51,048.74 1
6535 EXECUTIVE DRIVE 7.750 481.93 80
7.500 481.93 64,000.00
WINSTON GA 30187 1 07/23/98 00
0410950935 05 09/01/98 0
410950935 O 08/01/13
0
1
1783839 E22/G02 F 123,750.00 ZZ
180 123,384.39 1
1508 N COUNTY 300 E 7.750 1,164.83 75
7.500 1,164.83 165,000.00
DANVILLE IN 46122 5 07/23/98 00
0410967392 05 09/01/98 0
410967392 O 08/01/13
0
1783869 E22/G02 F 111,150.00 ZZ
180 110,461.69 1
1625 S. LOMBARD 7.250 1,014.65 95
7.000 1,014.65 117,000.00
CICERO IL 60650 2 06/24/98 04
0410915995 05 08/01/98 30
410915995 O 07/01/13
0
1783872 E86/G02 F 151,500.00 ZZ
180 151,042.46 2
41-33 160TH STREET 7.500 1,404.42 61
7.250 1,404.42 250,000.00
FLUSHING NY 11358 2 07/24/98 00
0430963439 05 09/01/98 0
28274 O 08/01/13
0
1783895 E22/G02 F 61,500.00 ZZ
180 61,303.85 1
31 ANDALUSIA COURT UNIT # 39-A 6.875 548.49 80
6.625 548.49 77,500.00
ST. AUGUSTINE FL 32086 1 07/14/98 00
0410932727 01 09/01/98 0
410932727 O 08/01/13
0
1783947 140/G02 F 350,000.00 ZZ
180 348,965.95 1
2802 EAST CAMINO ACEQUIA 7.750 3,294.47 60
#323 7.500 3,294.47 590,000.00
PHOENIX AZ 85016 2 07/20/98 00
0431004282 01 09/01/98 0
442286 N 08/01/13
0
1784072 559/G02 F 227,000.00 ZZ
180 226,329.34 1
4893 VENNER ROAD 7.750 2,136.70 54
7.500 2,136.70 425,000.00
1
MARTINEZ CA 94553 5 07/27/98 00
0430963603 05 09/01/98 0
5477278 O 08/01/13
0
1784219 003/G02 F 48,000.00 ZZ
180 47,864.33 1
1336 BLANCHE DRIVE 8.250 465.67 80
8.000 465.67 60,000.00
MARIETTA GA 30067 1 07/31/98 00
0430964981 05 09/01/98 0
0010520054 N 08/01/13
0
1784224 957/G02 F 51,200.00 ZZ
180 51,050.39 1
1427 HILLSIDE DRIVE 7.875 485.61 60
7.625 485.61 85,400.00
MIDLOTHIAN TX 76065 1 07/30/98 00
0430966770 05 09/01/98 0
294217 N 08/01/13
0
1784232 830/G02 F 44,900.00 ZZ
180 44,761.39 1
2223 SPRAGUE STREET 7.250 409.88 39
7.000 409.88 116,000.00
ROYAL OAK MI 48073 2 07/22/98 00
0430960062 05 09/01/98 0
537746 O 08/01/13
0
1784233 168/168 F 107,250.00 ZZ
180 106,943.48 1
8655 RIVERSHORE DRIVE 8.125 1,032.69 75
7.875 1,032.69 143,000.00
NIAGARA FALLS NY 14304 1 07/30/98 00
0239855418 05 09/01/98 0
0239855418 O 08/01/13
0
1784262 163/G02 F 100,000.00 ZZ
180 99,697.99 3
4237,4239,4241 WOODWARD AVENUE 7.500 927.01 80
7.250 927.01 125,000.00
NORCO CA 91760 1 07/02/98 00
0430963850 05 09/01/98 0
624787 N 08/01/13
0
1
1784359 267/267 F 235,000.00 ZZ
180 234,250.49 1
1262 S WILLOWGREEN COURT 6.875 2,095.86 67
6.625 2,095.86 355,000.00
WESTLAKE VILLAG CA 91361 2 07/15/98 00
4260989 03 09/01/98 0
4260989 O 08/01/13
0
1784461 225/225 F 141,500.00 ZZ
180 141,067.94 1
6253 EAST STAR VALLEY STREET 7.375 1,301.70 71
7.125 1,301.70 200,000.00
MESA AZ 85215 2 07/08/98 00
7037462 03 09/01/98 0
7037462 O 08/01/13
0
1784485 J86/G02 F 53,400.00 ZZ
180 53,242.23 1
110 MAPLE STREET 7.750 502.64 69
7.500 502.64 78,000.00
SELINSGROVE PA 17870 5 07/30/98 00
0430955955 05 09/01/98 0
AUCKEB7229PA059 O 08/01/13
0
1784497 E22/G02 F 54,000.00 ZZ
180 53,843.95 1
445 TROY DRIVE 8.000 516.05 75
7.750 516.05 72,000.00
CORPUS CHRISTI TX 78412 1 07/28/98 00
0410960462 05 09/01/98 0
410960462 N 08/01/13
0
1784500 559/G02 F 154,375.00 ZZ
180 153,898.44 1
7218 LYNCH ROAD 7.250 1,409.24 65
7.000 1,409.24 237,500.00
SEBASTOPOL CA 95472 5 07/17/98 00
0430998625 05 09/01/98 0
5481320 O 08/01/13
0
1784589 638/G02 F 90,000.00 ZZ
180 89,745.62 1
1
16 SELDOM SEEN ROAD 8.250 873.13 34
8.000 873.13 270,000.00
MOAB UT 84532 5 07/23/98 00
0430959999 05 09/01/98 0
8766433 O 08/01/13
0
1784640 664/G02 F 117,450.00 ZZ
180 117,446.25 1
1872 COVENTRY WAY 7.750 1,105.53 90
7.500 1,105.53 130,500.00
EUGENE OR 97405 2 07/13/98 11
0430970418 05 09/01/98 20
2599538 N 08/01/13
0
1784656 136/136 F 136,000.00 ZZ
180 135,615.61 3
210 WEIRFIELD STREET 8.250 1,319.39 78
8.000 1,319.39 175,000.00
BROOKLYN NY 11221 2 07/15/98 00
4531590 05 09/01/98 0
4531590 N 08/01/13
0
1784690 830/G02 F 53,250.00 ZZ
180 53,097.82 1
4 MOUNTAIN CHASE 8.125 512.73 55
7.875 512.73 97,000.00
TAYLORS SC 29687 5 07/27/98 00
0430958710 05 09/01/98 0
536737 O 08/01/13
0
1784768 267/267 F 165,000.00 ZZ
180 164,485.06 1
31238 OLD RIVER ROAD 7.125 1,494.63 75
6.875 1,494.63 220,000.00
BONSALL CA 92003 2 07/10/98 00
4259203 05 09/01/98 0
4259203 O 08/01/13
0
1784929 B75/G02 F 42,400.00 ZZ
180 42,278.82 1
6371 SOUTH 80TH EAST AVENUE 8.125 408.26 78
# K 7.875 408.26 54,500.00
TULSA OK 74133 2 07/08/98 00
0430979609 01 09/01/98 0
1
7364938 O 08/01/13
0
1785072 225/225 F 111,750.00 ZZ
180 111,412.50 1
1541 OXFORD CIRCLE 7.500 1,035.94 75
7.250 1,035.94 149,000.00
GRAYSLAKE IL 60030 1 07/30/98 00
7037654 05 09/01/98 0
7037654 O 08/01/13
0
1785086 225/225 F 34,320.00 ZZ
180 34,211.72 1
290 APPLEBY DRIVE UNIT 258 7.000 308.48 80
6.750 308.48 42,900.00
ATHENS GA 30605 1 07/06/98 00
7029622 01 09/01/98 0
7029622 N 08/01/13
0
1785097 E22/G02 F 113,850.00 ZZ
180 113,528.22 1
0212 EAGLE ROAD 8.250 1,104.50 55
UNIT # 3D 8.000 1,104.50 207,000.00
AVON CO 81620 5 07/30/98 00
0410977268 09 09/01/98 0
410977268 N 08/01/13
0
1785098 E22/G02 F 110,550.00 ZZ
180 110,237.54 1
0212 EAGLE ROAD UNIT # 3C 8.250 1,072.49 55
8.000 1,072.49 201,000.00
AVON CO 81620 5 07/30/98 00
0410977219 09 09/01/98 0
410977219 N 08/01/13
0
1785099 E22/G02 F 110,550.00 ZZ
180 110,237.54 1
0212 EAGLE ROAD, UNIT #3B 8.250 1,072.49 55
8.000 1,072.49 201,000.00
AVON CO 81620 5 07/30/98 00
0410977086 09 09/01/98 0
410977086 N 08/01/13
0
1
1785101 E22/G02 F 113,850.00 ZZ
180 113,528.22 1
0212 EAGLE ROAD, UNIT #3A 8.250 1,104.50 55
8.000 1,104.50 207,000.00
AVON CO 81620 5 07/30/98 00
0410976922 09 09/01/98 0
410976922 N 08/01/13
0
1785158 B75/G02 F 76,600.00 ZZ
180 76,125.65 1
2455 SALEM BOTTON ROAD 7.250 699.25 45
7.000 699.25 174,000.00
WESTMINSTER MD 21157 5 06/29/98 00
0430963397 05 08/01/98 0
7988231 O 07/01/13
0
1785171 J49/G02 F 553,000.00 ZZ
180 553,000.00 1
4202 SADDLECREST LANE 7.125 5,009.25 65
6.875 5,009.25 855,000.00
WESTLAKE VILLAG CA 91361 5 08/13/98 00
0430996215 03 10/01/98 0
98070058 O 09/01/13
0
1785246 737/G02 F 78,600.00 ZZ
180 78,370.33 1
10946 TOWNSEND WINONA RD 7.875 745.48 54
7.625 745.48 147,000.00
FLAGSTAFF AZ 86004 2 07/23/98 00
0430990853 05 09/01/98 0
515611 N 08/01/13
0
1785269 638/G02 F 121,000.00 ZZ
180 120,646.44 1
4624 MANGRUM DRIVE 7.875 1,147.62 43
7.625 1,147.62 285,000.00
SANTA CLARA CA 95054 5 07/27/98 00
0430961060 05 09/01/98 0
8758198 O 08/01/13
0
1785307 E22/G02 F 48,750.00 T
180 48,605.97 1
603 DELWOOD STREET 7.750 458.87 75
7.500 458.87 65,000.00
1
WESTWOOD CA 96137 5 07/27/98 00
0410913479 05 09/01/98 0
410913479 O 08/01/13
0
1785760 F96/G02 F 226,000.00 ZZ
180 226,000.00 1
6 PARK LANE 8.000 2,159.77 58
7.750 2,159.77 390,000.00
MARLBORO TOWNSH NJ 07726 5 08/03/98 00
0430967893 05 10/01/98 0
2932 O 09/01/13
0
1785879 E22/G02 F 93,000.00 ZZ
180 92,719.13 1
12419 EL CAMINO DR 7.500 862.12 62
7.250 862.12 150,000.00
STERLING HEIGHT MI 48312 2 07/22/98 00
0410949754 05 09/01/98 0
410949754 O 08/01/13
0
1785994 225/225 F 32,000.00 ZZ
180 31,899.04 1
290 APPLEBY DRIVE UNIT 261 7.000 287.63 80
6.750 287.63 40,000.00
ATHENS GA 30605 1 07/06/98 00
7029615 01 09/01/98 0
7029615 N 08/01/13
0
1786313 B75/G02 F 47,000.00 ZZ
180 46,727.44 1
9485 NW 39TH PLACE 8.000 449.16 55
7.750 449.16 87,000.00
SUNRISE FL 33351 1 06/26/98 00
0430964569 09 08/01/98 0
736669 O 07/01/13
0
1786330 A83/G02 F 295,000.00 ZZ
180 294,128.45 1
1671 SHASTA AVENUE 7.750 2,776.76 52
7.500 2,776.76 575,000.00
SAN JOSE CA 95128 5 07/13/98 00
0430988824 05 09/01/98 0
3005484 O 08/01/13
0
1
1786515 E22/G02 F 132,700.00 ZZ
180 132,312.25 1
15562 COUNTRY RIDGE DR. 7.875 1,258.59 75
7.625 1,258.59 177,000.00
CHESTERFIELD MO 63017 5 08/03/98 00
0410978126 03 09/01/98 0
410978126 O 08/01/13
0
1786575 E22/G02 F 87,000.00 ZZ
180 86,748.58 1
1432 HEMPWOOD DR. 8.000 831.42 75
7.750 831.42 116,000.00
COLUMBUS OH 43229 5 07/31/98 00
0410980387 05 09/01/98 0
410980387 O 08/01/13
0
1786687 830/830 F 105,350.00 ZZ
180 105,028.32 1
37 EAST CANYON ROAD 7.375 969.14 41
7.125 969.14 260,000.00
BOUNTIFUL UT 84010 5 07/31/98 00
538539 05 09/01/98 0
538539 O 08/01/13
0
1787089 E26/G02 F 48,600.00 ZZ
180 48,292.43 1
600 SQUIRE LANE #2H 7.000 436.84 90
6.750 436.84 54,000.00
BEL AIR MD 24014 1 07/01/98 11
0430972828 01 08/01/98 25
49800075 N 07/01/13
0
1787236 721/G02 F 75,600.00 ZZ
180 75,376.64 1
6410 S SAWGRASS 7.750 711.61 70
7.500 711.61 108,000.00
CHANDLER AZ 85249 5 07/20/98 00
0430996520 03 09/01/98 0
7810064181 N 08/01/13
0
1787447 K08/G02 F 58,500.00 ZZ
180 58,323.33 1
1
1129 NE 10TH STREET 7.500 542.30 75
7.250 542.30 78,000.00
BLUE SPRINGS MO 64015 5 07/29/98 00
0410978431 05 09/01/98 0
410978431 O 08/01/13
0
1787456 E22/G02 F 35,000.00 ZZ
180 34,897.73 1
1840 SOUTH FAIRDALE AVENUE 7.875 331.96 73
7.625 331.96 48,000.00
CASPER WY 82601 1 07/31/98 00
0410977938 05 09/01/98 0
410977938 O 08/01/13
0
1787458 E22/G02 F 106,400.00 ZZ
180 106,071.54 1
5411 WEST 64TH TERRACE 7.250 971.29 80
7.000 971.29 133,000.00
PRAIRIE VILLAGE KS 66208 1 07/31/98 00
0410980619 05 09/01/98 0
410980619 O 08/01/13
0
1787459 E22/G02 F 71,300.00 ZZ
180 71,084.67 1
1619 N. LOCUST TERRACE 7.500 660.96 78
7.250 660.96 92,500.00
MUSTANG OK 73064 2 07/27/98 00
0410970537 05 09/01/98 0
410970537 O 08/01/13
0
1787494 E22/G02 F 44,400.00 ZZ
180 44,270.27 1
401 MEMPHIS AVE. 7.875 421.11 43
7.625 421.11 105,400.00
MADISON WI 53714 1 07/31/98 00
0410926737 05 09/01/98 0
410926737 O 08/01/13
0
1787727 E22/G02 F 55,800.00 ZZ
180 55,652.54 2
629-631 SOUTH "L" STREET 9.000 565.96 90
8.750 565.96 62,000.00
LAKE WORTH FL 33460 1 07/31/98 04
0410941090 05 09/01/98 25
1
410941090 N 08/01/13
0
1787737 E22/G02 F 74,300.00 ZZ
180 74,075.61 2
504 W. AVENUE F 7.500 688.77 60
7.250 688.77 125,000.00
GARLAND TX 75044 2 08/04/98 00
0410938336 05 09/01/98 0
410938336 N 08/01/13
0
1788009 731/G02 F 150,000.00 ZZ
180 149,531.88 1
4902 COLLINS AVENUE 7.125 1,358.75 69
6.875 1,358.75 220,000.00
SOUTH PASADENA CA 91030 5 07/29/98 00
0430981811 05 09/01/98 0
915881784 O 08/01/13
0
1788056 904/G02 F 463,900.00 ZZ
180 463,900.00 1
332 EAST 3800 SOUTH 7.875 4,399.86 77
7.625 4,399.86 610,000.00
MILLVILLE UT 84326 5 08/10/98 00
0430981845 05 10/01/98 0
10981572 O 09/01/13
0
1788134 637/G02 F 70,000.00 ZZ
180 69,788.59 1
4582 HERMAN CIRCLE 7.500 648.91 42
7.250 648.91 167,000.00
PORT CHARLOTTE FL 33948 5 07/23/98 00
0430981605 05 09/01/98 0
0011339959 O 08/01/13
0
1788286 514/G02 F 71,000.00 ZZ
180 70,797.08 1
2202 NW 1ST AVENUE 8.125 683.65 49
7.875 683.65 147,000.00
GAINESVILLE FL 32603 5 07/10/98 00
0430975243 05 09/01/98 0
369662 N 08/01/13
0
1
1788297 514/G02 F 49,700.00 ZZ
180 49,405.39 1
852 WOODBROOK ROAD 7.750 467.81 46
7.500 467.81 110,000.00
BIRMINGHAM AL 35215 5 06/18/98 00
0430975250 05 08/01/98 0
646616 O 07/01/13
0
1788336 180/G02 F 61,200.00 ZZ
180 61,025.09 1
3341 EAST 29TH STREET 8.125 589.28 85
7.875 589.28 72,000.00
TUCSON AZ 85713 5 07/02/98 10
0430983551 05 09/01/98 6
0012920591 O 08/01/13
0
1788361 B49/G02 F 190,000.00 ZZ
180 190,000.00 1
5374 DESERT MOUNTAIN COURT 7.750 1,788.43 78
7.500 1,788.43 245,500.00
BOULDER CO 80301 5 08/21/98 00
0430995043 05 10/01/98 0
0299057 N 09/01/13
0
1788438 225/225 F 167,500.00 ZZ
180 162,977.62 1
13745 SE 202ND PLACE 7.875 1,588.66 94
7.625 1,588.66 180,000.00
KENT WA 98042 2 11/17/97 23
8073036 05 01/01/98 0
8073036 O 12/01/12
0
1788550 638/G02 F 240,000.00 ZZ
180 239,267.18 1
11 SOVENTE 7.375 2,207.82 50
7.125 2,207.82 482,000.00
IRVINE CA 92606 2 07/27/98 00
0430967422 03 09/01/98 0
08742332 O 08/01/13
0
1788588 E22/G02 F 94,500.00 ZZ
180 94,500.00 1
29-31 TEAKWOOD LANE 8.500 930.58 76
8.250 930.58 125,750.00
1
FAIRPORT NY 14450 1 08/07/98 00
0410962310 03 10/01/98 0
410962310 N 09/01/13
0
1788638 E22/G02 F 84,700.00 ZZ
180 84,700.00 1
5212 MARTIN AVE. 8.250 821.71 70
8.000 821.71 121,000.00
AUSTIN TX 78751 5 08/10/98 00
0410961551 05 10/01/98 0
410961551 N 09/01/13
0
1788641 E22/G02 F 111,200.00 ZZ
180 110,871.47 3
128 E. SATURN STREET 7.750 1,046.70 80
7.500 1,046.70 139,000.00
S. PADRE ISLAND TX 78597 1 07/21/98 00
0410954283 05 09/01/98 0
410954283 O 08/01/13
0
1788686 E22/G02 F 61,200.00 T
180 61,017.19 1
11 BRANDYWINE COURT 7.625 571.69 80
7.375 571.69 76,500.00
BRICK NJ 08742 1 08/03/98 95
0410968812 01 09/01/98 0
410968812 O 08/01/13
0
1789180 882/G02 F 82,400.00 ZZ
180 82,400.00 2
2701-2703 NW 13 AVENUE 7.625 769.72 80
7.375 769.72 103,000.00
MIAMI FL 33142 2 08/04/98 00
0430978676 05 10/01/98 0
0000 O 09/01/13
0
1789194 638/G02 F 119,000.00 ZZ
180 118,644.54 1
588 LANTANA STREET 7.625 1,111.61 75
7.375 1,111.61 160,000.00
LA VERNE CA 91750 2 07/10/98 00
0430974519 03 09/01/98 0
8768538 N 08/01/13
0
1
1789262 638/G02 F 80,000.00 ZZ
180 79,763.65 1
740 LINCOLN ROAD 7.750 753.02 80
7.500 753.02 100,000.00
LAS VEGAS NV 89110 2 07/28/98 00
0430974386 05 09/01/98 0
8731893 N 08/01/13
0
1789620 168/168 F 125,000.00 ZZ
180 124,622.48 1
SKY HILL ROAD 7.500 1,158.77 80
7.250 1,158.77 158,000.00
WINDHAM NY 12496 1 07/29/98 00
0239897919 05 09/01/98 0
0239897919 O 08/01/13
0
1789659 944/G02 F 273,000.00 ZZ
180 272,193.44 1
647 MONROE STREET 7.750 2,569.68 70
7.500 2,569.68 390,000.00
SANTA CLARA CA 95050 5 07/30/98 00
0430990382 05 09/01/98 0
7980339 N 08/01/13
0
1789678 907/G02 F 110,000.00 ZZ
180 110,000.00 1
3 FIRST AVENUE 7.875 1,043.29 71
7.625 1,043.29 155,000.00
EAST ROCKAWAY NY 11518 5 08/10/98 00
0430982850 05 10/01/98 0
00 O 09/01/13
0
1789852 514/G02 F 64,400.00 ZZ
180 64,203.36 1
200 MYRTLE DR 7.375 592.43 80
7.125 592.43 80,500.00
OZARK AL 36360 1 07/17/98 00
0430976688 05 09/01/98 0
511262 O 08/01/13
0
1789911 B28/G02 F 146,100.00 ZZ
180 145,668.35 1
1
6533 GEMFIELD DRIVE 7.750 1,375.21 80
7.500 1,375.21 184,500.00
COLORADO SPRING CO 80918 1 07/31/98 00
0430996116 03 09/01/98 0
981239 O 08/01/13
0
1789937 E22/G02 F 95,000.00 ZZ
180 94,731.50 3
384 FIRST STREET 8.250 921.63 69
8.000 921.63 139,000.00
LIVINGSTON CA 95334 2 07/06/98 00
0410846471 05 09/01/98 0
410846471 N 08/01/13
0
1789957 737/G02 F 78,200.00 ZZ
180 78,200.00 1
7030 N 12TH STREET 8.500 770.07 90
8.250 770.07 86,900.00
PHOENIX AZ 85020 1 08/03/98 10
0430996447 05 10/01/98 25
515830 N 09/01/13
0
1790263 E22/G02 F 120,000.00 ZZ
180 120,000.00 1
39849 CRYSTAL 7.500 1,112.41 75
7.250 1,112.41 161,250.00
STERLING HEIGHT MI 48310 1 08/12/98 00
0410992804 05 10/01/98 0
410992804 O 09/01/13
0
1790273 E22/G02 F 29,700.00 ZZ
180 29,617.90 1
620 45TH STREET 8.500 292.47 90
8.250 292.47 33,000.00
WEST PALM BEACH FL 33407 1 07/27/98 04
0410964530 05 09/01/98 25
410964530 N 08/01/13
0
1790310 E22/G02 F 141,500.00 ZZ
180 141,500.00 1
425 NORFOLK 7.750 1,331.91 60
7.500 1,331.91 238,000.00
HOLLISTON MA 01746 5 08/05/98 00
0410936082 05 10/01/98 0
1
410936082 O 09/01/13
0
1790317 E22/G02 F 62,500.00 ZZ
180 62,315.35 1
2208 S.W. 60TH AVENUE 7.750 588.30 47
7.500 588.30 133,000.00
MIAMI FL 33155 2 07/30/98 00
0410969083 05 09/01/98 0
410969083 O 08/01/13
0
1790453 B75/G02 F 150,000.00 ZZ
180 149,546.98 1
190 SOUTH 200 WEST 7.500 1,390.52 75
7.250 1,390.52 200,000.00
SPRINGVILLE UT 84663 5 07/20/98 00
0430995134 05 09/01/98 0
7387459 O 08/01/13
0
1790455 B75/G02 F 60,200.00 ZZ
180 60,024.09 2
9814 AND 9818 LIBRA AVENUE 7.875 570.97 70
7.625 570.97 86,000.00
SACRAMENTO CA 95827 5 07/09/98 00
0430996405 05 09/01/98 0
7995046 N 08/01/13
0
1790456 B75/G02 F 60,200.00 ZZ
180 60,024.09 2
9806 AND 9810 LIBRA AVENUE 7.875 570.97 70
7.625 570.97 86,000.00
SACRAMENTO CA 95827 2 07/10/98 00
0430996041 05 09/01/98 0
7995186 N 08/01/13
0
1790555 225/225 F 107,250.00 ZZ
180 106,600.14 4
504 PARKSIDE AVENUE A-D 7.500 994.23 65
7.250 994.23 165,000.00
ONTARIO CA 91764 5 06/16/98 00
7032008 05 08/01/98 0
7032008 N 07/01/13
0
1
1790741 J83/G02 F 115,200.00 ZZ
180 114,859.65 1
18670 NW 88 AVE RD 7.750 1,084.35 80
7.500 1,084.35 144,000.00
REDDICK FL 32686 1 07/31/98 00
0430981803 05 09/01/98 0
260445 O 08/01/13
0
1790853 209/G02 F 45,900.00 ZZ
180 45,773.12 1
4130 EDGEWARE ST 8.500 452.00 90
8.250 452.00 51,000.00
WINSTON SALEM NC 27106 1 07/30/98 10
0430979948 05 09/01/98 20
987092547 N 08/01/13
0
1790861 637/G02 F 54,000.00 ZZ
180 53,842.21 3
546 VERBENA COURT 7.875 512.17 41
7.625 512.17 134,000.00
ORLANDO FL 32807 1 07/02/98 00
0430975417 07 09/01/98 0
0012111100 O 08/01/13
0
1790864 455/G02 F 61,950.00 ZZ
180 61,950.00 1
6610 PLEASANT DRIVE 8.375 605.52 70
8.125 605.52 88,500.00
WINSTON GA 30187 1 08/13/98 00
0430984351 05 10/01/98 0
74842 N 09/01/13
0
1790937 E22/G02 F 34,750.00 ZZ
180 34,750.00 1
239 DAWNVIEW LANE 8.000 332.09 70
7.750 332.09 50,000.00
SAN ANTONIO TX 78213 5 08/07/98 00
0410973671 05 10/01/98 0
410973671 N 09/01/13
0
1790941 E22/G02 F 67,900.00 ZZ
180 67,694.94 1
4931 N.W. 15TH COURT 7.500 629.44 72
7.250 629.44 95,000.00
1
LAUDERHILL FL 33313 5 08/03/98 00
0410960942 05 09/01/98 0
410960942 O 08/01/13
0
1791031 664/G02 F 310,350.00 ZZ
180 309,463.02 1
26041 VIA VIENTO 8.125 2,988.31 78
7.875 2,988.31 402,000.00
MISSION VIEJO CA 92691 5 07/24/98 00
0430994590 05 09/01/98 0
2559433 O 08/01/13
0
1791046 163/G02 F 98,000.00 ZZ
180 97,697.47 1
4808 MESA PRIETA COURT NW 7.250 894.61 74
7.000 894.61 133,000.00
ALBUQUERQUE NM 87120 2 07/15/98 00
0430982793 05 09/01/98 0
1816278394 O 08/01/13
0
1791098 964/G02 F 97,500.00 ZZ
180 97,500.00 1
2032 26TH AVENUE 7.500 903.84 75
7.250 903.84 130,000.00
OAKLAND CA 94601 5 08/06/98 00
0430974741 05 10/01/98 0
40080 O 09/01/13
0
1791425 822/G02 F 57,700.00 ZZ
180 57,529.53 2
1008 WESLEY AVENUE 7.750 543.12 88
7.500 543.12 66,000.00
OCEAN CITY NJ 08223 2 07/23/98 01
0430986398 01 09/01/98 25
1206010027 N 08/01/13
0
1791474 225/225 F 158,000.00 ZZ
180 157,032.16 1
16 SUN VALLEY HEIGHTS 7.375 1,453.48 74
7.125 1,453.48 215,000.00
CROTON FALLS NY 10519 2 06/11/98 00
7028753 05 08/01/98 0
7028753 O 07/01/13
0
1
1791478 E22/G02 F 170,000.00 ZZ
180 170,000.00 1
9716 PEACH TREE LANE 7.500 1,575.92 73
7.250 1,575.92 235,000.00
RANCHO CUCAMONG CA 91737 5 08/06/98 00
0410981047 05 10/01/98 0
410981047 O 09/01/13
0
1791489 E22/G02 F 78,450.00 ZZ
180 78,450.00 1
410 WASHBURN STREET 8.000 749.71 90
7.750 749.71 87,195.00
BROWNSVILLE OR 97327 1 08/06/98 10
0410910053 05 10/01/98 25
410910053 N 09/01/13
0
1791665 822/G02 F 55,000.00 ZZ
180 54,839.29 1
528 CENTENIAL AVE 7.875 521.65 70
7.625 521.65 79,000.00
TRENTON NJ 08610 5 07/10/98 00
0430994855 05 09/01/98 0
3606000156 N 08/01/13
0
1791691 E22/G02 F 53,500.00 ZZ
180 53,500.00 1
2320 NW 183RD STREET 7.750 503.58 72
7.500 503.58 75,000.00
MIAMI FL 33056 2 08/11/98 00
0410996870 05 10/01/98 0
410996870 N 09/01/13
0
1791702 134/G02 F 66,000.00 ZZ
180 65,817.57 2
1623-1625 CONNELL AVENUE 8.500 649.93 80
8.250 649.93 82,500.00
FINLAY OH 45840 1 07/31/98 00
0430980037 05 09/01/98 0
7300013 N 08/01/13
0
1791709 E22/G02 F 135,600.00 ZZ
180 135,600.00 1
1
12402 HUSEMANN ROAD 7.375 1,247.42 80
7.125 1,247.42 169,500.00
BRENHAM TX 77833 1 08/13/98 00
0410951941 05 10/01/98 0
410951941 O 09/01/13
0
1791730 E22/G02 F 76,000.00 ZZ
180 76,000.00 1
1200 N. ATLANTIC BLVD. 7.625 709.94 79
UNIT # 4 7.375 709.94 97,000.00
FT LAUDERDALE FL 33304 5 08/05/98 00
0410925945 01 10/01/98 0
410925945 O 09/01/13
0
1791744 E22/G02 F 221,000.00 ZZ
180 221,000.00 1
2514 HARTFORD ROAD 8.250 2,144.01 65
8.000 2,144.01 340,000.00
AUSTIN TX 78703 5 08/04/98 00
0410976864 05 10/01/98 0
410976864 N 09/01/13
0
1791761 E22/G02 F 54,000.00 ZZ
180 54,000.00 1
2206 MEADOWCREEK DRIVE 7.500 500.59 79
7.250 500.59 69,000.00
CORPUS CHRISTI TX 78412 1 08/13/98 00
0410985758 05 10/01/98 0
410985758 O 09/01/13
0
1791767 E22/G02 F 101,250.00 ZZ
180 101,250.00 1
1520 BROAD VALLEY DRIVE 8.000 967.60 75
7.750 967.60 135,000.00
BURLESON TX 76028 1 08/06/98 00
0410995419 05 10/01/98 0
410995419 O 09/01/13
0
1791924 962/G02 F 51,200.00 ZZ
180 51,200.00 1
1305 5TH STREET S 8.000 489.30 80
7.750 489.30 64,000.00
MOORHEAD MN 56560 1 08/28/98 00
0431007194 05 10/01/98 0
1
1791924 N 09/01/13
0
1792079 830/G02 F 70,800.00 ZZ
180 70,800.00 1
239 EAST HILLCROFT DRIVE 7.125 641.33 80
6.875 641.33 88,500.00
DUNCANVILLE TX 75137 1 08/13/98 00
0430992800 05 10/01/98 0
539052 O 09/01/13
0
1792080 225/225 F 57,000.00 ZZ
180 56,833.44 1
414 NORTH DUNCAN 7.875 540.62 85
7.625 540.62 67,500.00
NEWTON KS 67114 5 07/23/98 04
0000 05 09/01/98 12
0000 O 08/01/13
0
1792217 M11/G02 F 100,000.00 ZZ
180 100,000.00 1
20402 IVORY CREEK 7.250 912.87 56
7.000 912.87 179,000.00
KATY TX 77450 1 08/25/98 00
0430996934 05 10/01/98 0
000288 O 09/01/13
0
1792224 731/G02 F 140,800.00 ZZ
180 140,800.00 1
381 CALLE BORREGO 7.875 1,335.42 80
7.625 1,335.42 176,000.00
SAN CLEMENTE CA 92672 1 08/10/98 00
0430993717 09 10/01/98 0
916081907 O 09/01/13
0
1792365 E22/G02 F 175,000.00 ZZ
180 175,000.00 1
1105 VALE ORCHARD LANE 7.750 1,647.23 73
7.500 1,647.23 240,000.00
JACKSONVILLE FL 32207 1 08/12/98 00
0410975098 05 10/01/98 0
410975098 O 09/01/13
0
1
1792796 267/267 F 188,000.00 ZZ
180 188,000.00 1
247 MORNING CANYON RD 6.875 1,676.69 29
6.625 1,676.69 670,000.00
CORONA DEL MAR CA 92625 5 07/31/98 00
4268197 05 10/01/98 0
4268197 O 09/01/13
0
1792815 267/267 F 330,000.00 ZZ
180 330,000.00 1
2300 SUNSET HEIGHTS DRIVE 6.875 2,943.12 60
6.625 2,943.12 555,000.00
LOS ANGELES CA 90046 2 07/31/98 00
4257023 05 10/01/98 0
4257023 O 09/01/13
0
1792822 267/267 F 121,000.00 ZZ
180 121,000.00 1
1230 GLEN AVENUE 6.750 1,070.75 47
6.500 1,070.75 260,000.00
BERKELEY CA 94708 5 07/30/98 00
4267777 05 10/01/98 0
4267777 O 09/01/13
0
1792831 E22/G02 F 174,000.00 ZZ
180 174,000.00 2
330 HIGHLAND AVENUE 8.125 1,675.42 31
7.875 1,675.42 575,000.00
SAN MATEO CA 94401 5 08/07/98 00
0410982649 05 10/01/98 0
410982649 N 09/01/13
0
1792878 267/267 F 130,000.00 ZZ
180 130,000.00 1
793 BENNETT ST. 6.625 1,141.40 58
6.375 1,141.40 225,000.00
SIMI VALLEY CA 93065 1 08/03/98 00
4270267 05 10/01/98 0
4270267 O 09/01/13
0
1792888 267/267 F 399,000.00 ZZ
180 399,000.00 1
121 FRASER AVE 6.875 3,558.50 50
6.625 3,558.50 800,000.00
1
SANTA MONICA CA 90405 2 07/28/98 00
4268066 05 10/01/98 0
4268066 O 09/01/13
0
1793028 B75/G02 F 45,000.00 ZZ
180 44,868.51 1
4709 LODESTONE DRIVE 7.875 426.80 48
7.625 426.80 95,000.00
TAMPA FL 33615 1 07/20/98 00
0430996017 05 09/01/98 0
7379357 O 08/01/13
0
1793030 201/G02 F 101,610.00 ZZ
180 101,610.00 1
6279 SOUTH PORT DRIVE 8.000 971.04 90
7.750 971.04 112,900.00
FLOWERY BRANCH GA 30542 1 08/14/98 14
0430996710 05 10/01/98 25
504758 N 09/01/13
0
1793035 E45/G02 F 48,750.00 ZZ
180 48,609.12 1
702 SE 2ND AVE 8.000 465.88 75
7.750 465.88 65,000.00
JASPER FL 32052 5 07/31/98 00
0431006527 05 09/01/98 0
40603 O 08/01/13
0
1793106 H49/G02 F 59,200.00 ZZ
180 59,200.00 1
1249 BOURBON 8.000 565.75 80
7.750 565.75 74,000.00
DESOTO MO 63020 5 08/05/98 00
0430990630 05 10/01/98 0
00125462301 O 09/01/13
0
1793197 E22/G02 F 56,000.00 ZZ
180 56,000.00 1
567 E. MUIR AVENUE 7.250 511.20 80
7.000 511.20 70,000.00
HAZEL PARK MI 48030 5 08/10/98 00
0410994925 05 10/01/98 0
410994925 O 09/01/13
0
1
1793228 E22/G02 F 79,300.00 ZZ
180 79,300.00 1
516 E. 11TH STREET 8.250 769.32 89
8.000 769.32 90,000.00
LEADVILLE CO 80461 2 08/14/98 04
0410968598 05 10/01/98 25
410968598 N 09/01/13
0
1793233 E22/G02 F 56,500.00 ZZ
180 56,500.00 1
226 NORTH BURGESS AVE 7.750 531.82 76
7.500 531.82 75,000.00
COLUMBUS OH 43204 5 08/14/98 00
0411010564 05 10/01/98 0
411010564 O 09/01/13
0
1793250 E22/G02 F 85,400.00 ZZ
180 85,400.00 1
323 EAST GLENWOOD STREET 7.375 785.61 85
7.125 785.61 100,500.00
SPRINGFIELD MO 65807 5 08/10/98 04
0410980726 05 10/01/98 12
410980726 O 09/01/13
0
1793441 168/168 F 110,300.00 ZZ
180 109,607.33 1
732 BUSHKILL CENTER ROAD 8.000 1,054.08 65
7.750 1,054.08 170,000.00
NAZARETH PA 18064 2 06/25/98 00
0169411214 05 08/01/98 0
0169411214 O 07/01/13
0
1793472 E26/G02 F 82,500.00 ZZ
180 82,269.40 1
2337 OLD ROUTE 100 8.375 806.38 70
8.125 806.38 117,900.00
BARTO PA 19504 1 07/31/98 00
0430994442 05 09/01/98 0
60800683 O 08/01/13
0
1793513 822/G02 F 30,000.00 ZZ
180 29,911.36 3
1
518 WEST MARKET STREET 7.750 282.39 53
7.500 282.39 57,000.00
POTTSVILLE PA 17901 5 07/29/98 00
0430994699 05 09/01/98 0
0126064549 N 08/01/13
0
1793524 638/G02 F 333,000.00 ZZ
180 331,983.22 1
1965 CORONA VISTA 7.375 3,063.34 71
7.125 3,063.34 475,000.00
EL CAJON CA 92019 2 07/30/98 00
0430985101 05 09/01/98 0
08772422 O 08/01/13
0
1793545 638/G02 F 600,000.00 ZZ
180 600,000.00 1
417 SOUTH LUCERNE BOULEVARD 7.875 5,690.70 71
7.625 5,690.70 850,000.00
LOS ANGELES CA 90020 5 08/03/98 00
0430984716 05 10/01/98 0
08776597 O 09/01/13
0
1793676 E82/G02 F 40,500.00 ZZ
180 40,500.00 4
12965 FINLEY AVENUE UNIT 4 8.500 398.82 90
8.250 398.82 45,000.00
MEADVILLE PA 16335 1 08/20/98 04
0400141628 05 10/01/98 25
0400141628 N 09/01/13
0
1793750 638/G02 F 105,500.00 T
180 105,500.00 1
6755 SOUTH POPLAR COURT 8.000 1,008.21 75
7.750 1,008.21 142,500.00
ENGLEWOOD CO 80112 1 08/11/98 00
0430991976 01 10/01/98 0
08778676 O 09/01/13
0
1793776 E22/G02 F 117,000.00 ZZ
180 117,000.00 1
1405 S. FERN DRIVE 7.500 1,084.60 59
7.250 1,084.60 200,000.00
MOUNT PROSPECT IL 60056 5 08/12/98 00
0410935936 05 10/01/98 0
1
410935936 O 09/01/13
0
1793815 638/G02 F 100,000.00 ZZ
180 100,000.00 1
11901 HOLLY COURT 7.250 912.86 75
7.000 912.86 135,000.00
GRAND TERRACE CA 92313 5 08/05/98 00
0430989301 05 10/01/98 0
08759693 O 09/01/13
0
1793817 E22/G02 F 100,400.00 T
120 100,400.00 1
4669 PRAIRIE POINT BLVD 8.000 1,218.13 75
7.750 1,218.13 133,900.00
KISSIMMEE FL 34746 1 08/05/98 00
0410927131 03 10/01/98 0
410927131 O 09/01/08
0
1793827 E22/G02 F 56,100.00 ZZ
180 56,100.00 1
822 SOUTH 39TH STREET 7.500 520.05 85
7.250 520.05 66,000.00
LOUISVILLE KY 40211 5 08/07/98 04
0410996847 05 10/01/98 12
410996847 O 09/01/13
0
1793869 638/G02 F 52,500.00 ZZ
180 52,349.96 1
5923 69TH STREET 8.125 505.51 70
7.875 505.51 75,000.00
SACRAMENTO CA 95824 5 07/18/98 00
0430993998 05 09/01/98 0
08762692 N 08/01/13
0
1793875 638/G02 F 66,850.00 ZZ
180 66,850.00 1
2708 POLE LINE ROAD #1 7.750 629.24 94
7.500 629.24 71,500.00
DAVIS CA 95616 1 07/30/98 10
0430994004 01 10/01/98 25
8769343 O 09/01/13
0
1
1793887 575/G02 F 62,000.00 T
180 62,000.00 1
9710 GARDENIA DRIVE 7.500 574.75 70
7.250 574.75 89,500.00
RICHMOND VI 23228 5 08/12/98 00
0430995241 05 10/01/98 0
0009153370 O 09/01/13
0
1793940 168/168 F 69,000.00 ZZ
180 68,586.47 1
321 PRIESTLY ROAD 7.625 644.55 41
7.375 644.55 170,000.00
CORRALES NM 87048 5 06/25/98 00
0989866424 05 08/01/98 0
0989866424 O 07/01/13
0
1793993 168/168 F 88,100.00 ZZ
180 88,100.00 1
250 FISHER ROAD 7.625 822.97 77
7.375 822.97 115,000.00
CHILI NY 14624 5 08/06/98 00
0189369345 05 10/01/98 0
0189369345 O 09/01/13
0
1794042 134/G02 F 45,500.00 ZZ
180 45,374.23 2
721-723 CLINTON CT 8.500 448.06 70
8.250 448.06 65,000.00
FINDLAY OH 45840 5 07/31/98 00
0430994772 05 09/01/98 0
7300011 N 08/01/13
0
1794067 134/G02 F 200,000.00 ZZ
180 199,382.60 1
3950 ALTURA COURT 7.250 1,825.73 80
7.000 1,825.73 250,000.00
FORT WORTH TX 76109 2 07/31/98 00
0430994715 05 09/01/98 0
7301805 N 08/01/13
0
1794106 168/168 F 94,500.00 ZZ
180 94,232.91 4
344-346 WILBER AVENUE 8.250 916.78 80
8.000 916.78 118,200.00
1
COLUMBUS OH 43215 1 07/22/98 00
0989865967 05 09/01/98 0
0989865967 N 08/01/13
0
1794134 134/G02 F 56,000.00 ZZ
180 55,830.87 1
808 MCCALL STREET 7.500 519.13 80
7.250 519.13 70,000.00
LAKE CHARLES LA 70605 1 07/31/98 00
0430998047 05 09/01/98 0
7298999 O 08/01/13
0
1794155 134/G02 F 75,000.00 ZZ
180 74,790.37 2
1737-1739 BYAL AVENUE 8.375 733.07 56
8.125 733.07 135,000.00
FINDLAY OH 45840 2 07/31/98 00
0430994707 05 09/01/98 0
59262168 N 08/01/13
0
1794163 F34/G02 F 125,900.00 ZZ
180 125,900.00 1
1473 NW 153 AVENUE 7.875 1,194.10 80
7.625 1,194.10 157,386.00
PEMBROKE PINES FL 33028 1 08/21/98 00
0430998229 03 10/01/98 0
9701166 O 09/01/13
0
1794216 E22/G02 F 155,000.00 T
180 155,000.00 1
988 CROWNE POINT CIRCLE 7.875 1,470.10 62
7.625 1,470.10 250,000.00
CRIPPLE CREEK CO 80813 2 08/13/98 00
0410825848 05 10/01/98 0
410825848 O 09/01/13
0
1794245 E22/G02 F 176,400.00 ZZ
180 176,400.00 1
330 EAST 38TH STREET 8.375 1,724.18 72
UNIT #17-M 8.125 1,724.18 245,000.00
NEW YORK NY 10016 2 08/14/98 00
0410962336 06 10/01/98 0
410962336 O 09/01/13
0
1
1794250 E22/G02 F 117,600.00 ZZ
180 117,600.00 1
190 HILLSIDE DRIVE 7.250 1,073.53 80
7.000 1,073.53 147,000.00
CASTLE ROCK CO 80104 5 08/07/98 00
0410958102 05 10/01/98 0
410958102 O 09/01/13
0
1794351 225/225 F 33,600.00 ZZ
180 33,493.99 1
210 APPLEBY DRIVE UNIT 127 7.000 302.01 80
6.750 302.01 42,000.00
ATHENS GA 30605 1 07/06/98 00
7034931 01 09/01/98 0
7034931 N 08/01/13
0
1794360 F62/G02 F 60,000.00 ZZ
180 60,000.00 1
7595 NW 14 PL 7.750 564.77 80
7.500 564.77 75,000.00
MIAMI FL 33147 5 08/11/98 00
0430995217 05 10/01/98 0
0000 O 09/01/13
0
1794391 168/168 F 125,450.00 ZZ
180 125,450.00 1
6404 BADGER DRIVE 7.625 1,171.87 65
7.375 1,171.87 193,000.00
LOCKPORT NY 14094 5 08/07/98 00
0239745680 05 10/01/98 0
0239745680 O 09/01/13
0
1794433 369/G02 F 41,500.00 ZZ
180 41,385.29 1
8708 RUTHBY STREET 8.500 408.67 50
8.250 408.67 83,000.00
HOUSTON TX 77061 1 07/13/98 00
0430994103 05 09/01/98 0
0062005392 O 08/01/13
0
1794438 369/G02 F 633,700.00 ZZ
180 633,700.00 1
1
810 MOANIALA STREET 7.500 5,874.48 65
7.250 5,874.48 975,000.00
HONOLULU HI 96821 2 08/04/98 00
0431000611 03 10/01/98 0
60107067 O 09/01/13
0
1794468 731/G02 F 43,300.00 ZZ
180 43,300.00 1
2704 MESA STREET 7.500 401.40 68
7.250 401.40 64,000.00
COLUMBUS GA 31903 5 08/20/98 00
0431006279 05 10/01/98 0
3143668159 N 09/01/13
0
1794471 E66/E66 F 114,500.00 ZZ
180 114,142.66 1
6100 BRADSHAW QUARRY ROAD 7.125 1,037.18 42
6.875 1,037.18 274,260.00
EFLAND NC 27243 5 07/17/98 00
600422111 05 09/01/98 0
600422111 O 08/01/13
0
1794535 E45/G02 F 120,000.00 ZZ
180 119,633.59 1
10 MAPLE DRIVE 7.375 1,103.91 79
7.125 1,103.91 152,500.00
CARTERSVILLE GA 30120 1 07/30/98 00
0431000587 05 09/01/98 0
40875 O 08/01/13
0
1794572 387/387 F 173,600.00 ZZ
180 172,408.62 1
5212 MITCHELL STREET 7.625 1,621.65 80
7.375 1,621.65 217,000.00
ALEXANDRIA VA 22312 5 06/24/98 00
0001453372 05 08/01/98 0
0001453372 O 07/01/13
0
1794592 E22/G02 F 95,200.00 ZZ
180 95,200.00 1
149 SEGOVIA ROAD 7.875 902.92 80
7.625 902.92 119,000.00
ST. AUGUSTINE FL 32086 1 08/21/98 00
0410999957 05 10/01/98 0
1
410999957 O 09/01/13
0
1794644 E22/G02 F 102,000.00 ZZ
180 102,000.00 1
505 LEWIS STREET 7.875 967.42 85
7.625 967.42 120,000.00
EAST HELENA MT 59635 5 08/17/98 04
0410947519 05 10/01/98 12
410947519 O 09/01/13
0
1794645 E22/G02 F 79,000.00 ZZ
180 79,000.00 1
7500 DAWN HILL CIRCLE 7.500 732.34 65
7.250 732.34 122,000.00
AUSTIN TX 78736 1 08/21/98 00
0410999726 05 10/01/98 0
410999726 O 09/01/13
0
1794911 E22/G02 F 100,000.00 ZZ
180 100,000.00 1
50 EUCALYPTUS DRIVE 7.375 919.92 54
7.125 919.92 188,000.00
WATSONVILLE CA 95076 2 08/14/98 00
0410956734 05 10/01/98 0
410956734 O 09/01/13
0
1795074 134/G02 F 168,000.00 ZZ
180 168,000.00 1
110 TIMBER RUN 6.875 1,498.32 35
6.625 1,498.32 480,000.00
CANFIELD OH 44406 2 08/06/98 00
0430995209 05 10/01/98 0
59272937 O 09/01/13
0
1795100 A14/G02 F 54,000.00 ZZ
180 54,000.00 1
1117 NE COLUMBUS ST 8.500 531.76 90
8.250 531.76 60,000.00
LEE'S SUMMIT MO 64086 1 08/21/98 01
0431004894 05 10/01/98 20
110435 N 09/01/13
0
1
1795179 G13/G02 F 95,000.00 ZZ
180 95,000.00 1
7857 RIDGEWOOD ROAD 7.500 880.66 42
7.250 880.66 230,000.00
GOODLETTSVILLE TN 37072 5 08/17/98 00
0431006303 05 10/01/98 0
0059332 O 09/01/13
0
1795209 K30/G02 F 257,392.00 ZZ
180 257,392.00 1
12125 STONE GATE LANE 7.375 2,367.81 78
7.125 2,367.81 334,000.00
EL PASO TX 79936 1 08/17/98 00
0431007459 03 10/01/98 0
0057364 O 09/01/13
0
1795279 E22/G02 F 102,750.00 ZZ
180 102,750.00 1
5436 AUGUSTA DRIVE 7.250 937.97 75
7.000 937.97 137,000.00
FARMINGTON NM 87402 5 08/18/98 00
0410992291 03 10/01/98 0
410992291 O 09/01/13
0
1795333 K56/G02 F 86,000.00 ZZ
180 86,000.00 1
1919 GARRISON STREET 7.500 797.23 63
7.250 797.23 138,000.00
THE DALLES OR 97058 5 07/31/98 00
0430993014 05 10/01/98 0
A05040 O 09/01/13
0
1795418 E22/G02 F 40,500.00 ZZ
180 40,500.00 4
1740-42 ST. ANTHONY STREET 9.125 413.79 90
8.875 413.79 45,000.00
NEW ORLEANS LA 70116 1 08/25/98 10
0410994107 05 10/01/98 25
410994107 N 09/01/13
0
1795434 E22/G02 F 70,000.00 ZZ
180 70,000.00 1
31242 W CHICAGO 7.625 653.89 54
7.375 653.89 132,000.00
1
LIVONIA MI 48150 1 08/19/98 00
0410992846 05 10/01/98 0
410992846 O 09/01/13
0
1795475 593/593 F 78,000.00 ZZ
180 77,542.66 1
60 NORTH MAIN 7.875 739.80 63
7.625 739.80 124,000.00
CLIFTON ID 83228 1 06/25/98 00
0007034853 05 08/01/98 0
0007034853 O 07/01/13
0
1795491 830/G02 F 38,700.00 ZZ
180 38,700.00 1
1312 S 2000 E 7.125 350.56 56
6.875 350.56 70,000.00
VERNAL UT 84078 2 08/17/98 00
0431004290 05 10/01/98 0
HATCH539069 O 09/01/13
0
1795543 225/225 F 206,400.00 ZZ
180 205,803.53 1
2708 SAWGRASS COURT 8.000 1,972.47 80
7.750 1,972.47 258,000.00
EDMOND OK 73034 1 07/16/98 00
7039833 03 09/01/98 0
7039833 O 08/01/13
0
1795564 225/225 F 30,200.00 ZZ
180 29,927.64 1
5614 EAST MABEL STREET 7.625 282.11 53
7.375 282.11 58,000.00
TUCSON AZ 85712 2 05/22/98 00
7016057 05 07/01/98 0
7016057 O 06/01/13
0
1795623 168/168 F 195,250.00 ZZ
180 195,250.00 1
16 WEST DEVONIA AVENUE 7.500 1,809.99 76
7.250 1,809.99 260,000.00
MOUNT VERNON NY 10552 2 08/10/98 00
0239852435 05 10/01/98 0
0239852435 O 09/01/13
0
1
1795731 758/G02 F 117,600.00 ZZ
180 117,600.00 1
5110 GOODWIN AVENUE 7.750 1,106.94 70
7.500 1,106.94 168,000.00
DALLAS TX 75206 5 08/03/98 00
0431006360 05 10/01/98 0
0000 N 09/01/13
0
1795879 E22/G02 F 161,250.00 ZZ
180 160,773.60 1
750 HINCHLEY RUN 7.750 1,517.81 75
7.500 1,517.81 215,000.00
WEST CHESTER PA 19382 5 07/31/98 00
0410905319 03 09/01/98 0
410905319 O 08/01/13
0
1795896 E22/G02 F 38,700.00 ZZ
180 38,700.00 1
2002 WYNDHURST 8.375 378.27 90
8.125 378.27 43,000.00
TOLEDO OH 43607 1 08/20/98 04
0410975080 05 10/01/98 25
410975080 N 09/01/13
0
1795897 E22/G02 F 85,600.00 ZZ
180 85,600.00 1
300 WEST 400 NORTH 7.750 805.73 80
7.500 805.73 107,000.00
MOAB UT 84532 5 08/19/98 00
0411014137 05 10/01/98 0
411014137 O 09/01/13
0
1796034 377/377 F 120,800.00 ZZ
180 120,800.00 1
5715 EMERSON COURT 8.000 1,154.43 80
7.750 1,154.43 151,000.00
PALM HARBOR FL 34685 1 08/17/98 00
0000 05 10/01/98 0
0000 O 09/01/13
0
1796081 163/G02 F 65,700.00 ZZ
180 65,331.44 3
1
225 WALNUT STREET 8.375 642.17 90
8.125 642.17 73,000.00
ATHOL MA 01331 1 07/01/98 10
0431003623 05 08/01/98 20
3216236970 N 07/01/13
0
1796149 134/G02 F 45,000.00 ZZ
180 45,000.00 1
15352 SR 613 7.500 417.16 36
7.250 417.16 125,000.00
VAN BUREN OH 45889 5 08/06/98 00
0431002625 05 10/01/98 0
7299911 O 09/01/13
0
1796159 168/168 F 50,000.00 ZZ
180 50,000.00 2
2320 4TH AVENUE 7.625 467.06 69
7.375 467.06 72,500.00
WATERVLIET NY 12189 1 08/13/98 00
0189374918 05 10/01/98 0
0189374918 O 09/01/13
0
1796178 225/225 F 224,950.00 ZZ
180 222,294.78 1
310 NORTH OAK STREET 7.875 2,133.54 68
7.625 2,133.54 335,000.00
MOUNT PROSPECT IL 60056 2 04/16/98 00
7014752 05 06/01/98 0
7014752 O 05/01/13
0
1796200 369/G02 F 153,000.00 ZZ
180 152,506.71 1
1107 GILLILAND ROAD 6.750 1,353.92 57
6.500 1,353.92 270,000.00
LOUISVILLE KY 40245 2 08/03/98 00
0431002435 05 09/01/98 0
0061845137 O 08/01/13
0
1796206 638/G02 F 95,000.00 ZZ
180 95,000.00 4
211 E 5TH AVE 7.875 901.03 48
7.625 901.03 200,000.00
CONSHOHOCKEN PA 19428 5 08/14/98 00
0430996967 07 10/01/98 0
1
8779001 O 09/01/13
0
1796219 168/168 F 69,000.00 ZZ
180 69,000.00 2
5737 LOCUST STREET EXT 7.875 654.43 52
7.625 654.43 133,000.00
LOCKPORT NY 14094 5 08/13/98 00
0239892151 05 10/01/98 0
0239892151 N 09/01/13
0
1796264 E22/G02 F 104,000.00 ZZ
180 104,000.00 1
31338 13TH AVENUE SOUTH 7.250 949.38 80
7.000 949.38 130,000.00
FEDERAL WAY WA 98003 5 08/20/98 00
0410997134 05 10/01/98 0
410997134 O 09/01/13
0
1796267 E22/G02 F 55,000.00 ZZ
180 55,000.00 1
6734 112TH AVENUE N.E. 7.750 517.70 65
UNIT #9A 7.500 517.70 85,000.00
KIRKLAND WA 98033 2 08/24/98 00
0411021959 01 10/01/98 0
411021959 N 09/01/13
0
1796300 E86/G02 F 232,500.00 ZZ
180 232,500.00 1
1048 CEDARHURST STREET 7.750 2,188.47 75
7.500 2,188.47 310,000.00
NORTH WOODMERE NY 11581 1 08/18/98 00
0431003540 05 10/01/98 0
0000028331 O 09/01/13
0
1796376 964/G02 F 188,000.00 ZZ
180 188,000.00 1
813 BUNKER HILL DRIVE 7.625 1,756.17 80
7.375 1,756.17 235,000.00
CARSON CITY NV 89703 1 08/20/98 00
0431002831 05 10/01/98 0
41107 O 09/01/13
0
1
1796506 E22/G02 F 43,000.00 ZZ
180 43,000.00 1
1303 N DENNY STREET 8.500 423.44 70
8.250 423.44 62,000.00
INDIANAPOLIS IN 46201 5 08/21/98 00
0411008592 05 10/01/98 0
411008592 N 09/01/13
0
1796989 E22/G02 F 76,500.00 ZZ
180 76,500.00 1
6610 SPRINGPARK AVENUE 7.500 709.16 50
UNIT # 4 7.250 709.16 153,000.00
LOS ANGELES CA 90056 1 08/24/98 00
0411009632 01 10/01/98 0
411009632 O 09/01/13
0
1797256 E22/G02 F 200,000.00 ZZ
180 200,000.00 1
2378 E. KENTFIELD STREET 7.750 1,882.55 80
7.500 1,882.55 250,000.00
SIMI VALLEY CA 93065 1 08/19/98 00
0411007354 05 10/01/98 0
411007354 O 09/01/13
0
1797273 E22/G02 F 51,200.00 ZZ
180 51,200.00 1
2832 SW 16TH ST 7.750 481.93 80
7.500 481.93 64,000.00
FT LAUDERDALE FL 33312 1 08/25/98 00
0411017163 05 10/01/98 0
411017163 O 09/01/13
0
1797289 E22/G02 F 72,000.00 ZZ
180 72,000.00 1
154 BONEY BRIDGE ROAD 7.500 667.45 80
7.250 667.45 90,000.00
WALLACE NC 28466 2 08/17/98 00
0410976294 05 10/01/98 0
410976294 O 09/01/13
0
1797291 E22/G02 F 56,250.00 ZZ
180 56,250.00 1
8018 ST. LAWRENCE AVENUE 7.875 533.50 85
7.625 533.50 66,500.00
1
PITTSBURGH PA 15218 5 08/17/98 04
0411006984 05 10/01/98 12
411006984 O 09/01/13
0
1797342 168/168 F 168,000.00 ZZ
180 168,000.00 1
110-38 62ND DRIVE 7.375 1,545.47 80
7.125 1,545.47 210,000.00
QUEENS NY 11375 1 08/19/98 00
0239900669 05 10/01/98 0
0239900669 O 09/01/13
0
1797355 134/G02 F 610,000.00 ZZ
180 610,000.00 1
18628 S. MISSION HILLS AVENUE 7.125 5,525.58 64
6.875 5,525.58 960,000.00
BATON ROUGE LA 70810 2 08/14/98 00
0431000652 05 10/01/98 0
59302939 O 09/01/13
0
1797401 168/168 F 150,000.00 ZZ
180 150,000.00 1
21 LAKEVIEW ROAD 7.625 1,401.19 52
7.375 1,401.19 290,000.00
NORTH SALEM NY 10560 5 08/18/98 00
0239898702 05 10/01/98 0
0239898702 O 09/01/13
0
1797497 225/225 F 551,250.00 ZZ
180 551,250.00 1
223 GIARDINO WAY 8.250 5,347.90 75
8.000 5,347.90 736,000.00
PACIFIC PALISAD CA 90272 2 08/06/98 00
7046850 05 10/01/98 0
7046850 O 09/01/13
0
1797518 F61/G02 F 162,000.00 ZZ
180 162,000.00 1
17462 NORTHEAST 40TH PLACE #F1 7.875 1,536.49 75
7.625 1,536.49 216,000.00
REDMOND WA 98052 1 08/18/98 00
0431002674 01 10/01/98 0
9812165 O 09/01/13
0
1
1797590 F18/G02 F 105,000.00 ZZ
180 105,000.00 1
686 VINE STREET 7.625 980.84 54
7.375 980.84 195,000.00
SAN JOSE CA 95110 5 08/05/98 00
0431002898 05 10/01/98 0
555555 O 09/01/13
0
1797786 B75/G02 F 120,000.00 ZZ
180 120,000.00 1
10411 RESEDA BOULEVARD 7.500 1,112.41 80
7.250 1,112.41 150,320.00
NORTHRIDGE CA 91326 1 08/03/98 00
0431008747 05 10/01/98 0
7412687 O 09/01/13
0
1797875 134/G02 F 65,250.00 ZZ
180 65,250.00 1
2310 IVANHOE 7.875 618.87 90
7.625 618.87 72,500.00
ABILENE TX 79605 1 08/14/98 11
0431004050 05 10/01/98 17
7295596 N 09/01/13
0
1797882 201/G02 F 54,650.00 ZZ
180 54,650.00 1
8 WILDWOOD TRAIL 7.875 518.33 90
7.625 518.33 60,770.00
RIVERHEAD NY 11901 1 08/06/98 01
0431008630 05 10/01/98 25
2409081029 N 09/01/13
0
1797947 624/G02 F 31,900.00 ZZ
180 31,900.00 1
602 WILD ROSE TRAIL 7.750 300.27 33
7.500 300.27 96,900.00
CEDAR PARK TX 78613 3 08/26/98 00
0431003052 05 10/01/98 0
8200598003 O 09/01/13
0
1798222 E22/G02 F 80,000.00 ZZ
180 80,000.00 1
1
1828 ASHLAND AVE 8.000 764.53 72
7.750 764.53 112,000.00
SAINT JOSEPH MO 64506 5 08/19/98 00
0410974455 05 10/01/98 0
410974455 O 09/01/13
0
1798315 E22/G02 F 169,000.00 ZZ
180 169,000.00 1
641 ROUTE 517 7.000 1,519.02 69
6.750 1,519.02 245,000.00
VERNON NJ 07461 2 08/24/98 00
0410989867 05 10/01/98 0
410989867 O 09/01/13
0
1798329 E22/G02 F 62,000.00 ZZ
180 61,812.75 1
12116 BLUE MOON AVENUE 7.500 574.75 68
7.250 574.75 92,000.00
OKLAHOMA OK 73162 2 07/31/98 00
0410975221 05 09/01/98 0
410975221 O 08/01/13
0
1798340 E22/G02 F 108,000.00 ZZ
180 108,000.00 1
4905 CATHEDRAL WAY 7.500 1,001.17 80
7.250 1,001.17 135,000.00
TITUSVILLE FL 32780 1 08/31/98 00
0411034457 03 10/01/98 0
411034457 O 09/01/13
0
1798512 168/168 F 119,250.00 ZZ
180 119,250.00 1
2304 MERRYWOOD DRIVE 7.375 1,097.01 75
7.125 1,097.01 159,000.00
EDISON NJ 08820 1 08/20/98 00
0169426068 09 10/01/98 0
0169426068 O 09/01/13
0
1798659 E22/G02 F 78,200.00 ZZ
180 78,200.00 1
5021 MARISSA DRIVE 7.625 730.49 80
7.375 730.49 98,000.00
LAS VEGAS NV 89122 5 08/17/98 00
0411001951 05 10/01/98 0
1
411001951 O 09/01/13
0
1798661 E22/G02 F 548,000.00 ZZ
180 548,000.00 1
19275 INNESS MARKET ROAD 7.500 5,080.03 80
7.250 5,080.03 685,000.00
BEND OR 97701 1 08/24/98 00
0410969067 05 10/01/98 0
410969067 O 09/01/13
0
1798705 638/G02 F 182,000.00 ZZ
180 182,000.00 1
482 SOUTH 320 WEST 7.125 1,648.61 78
6.875 1,648.61 234,000.00
OREM UT 84058 5 08/20/98 00
0431007889 05 10/01/98 0
8783489 O 09/01/13
0
1798750 638/G02 F 42,050.00 ZZ
180 42,050.00 1
12 THOMPSON STREET 7.375 386.83 80
7.125 386.83 52,570.00
STAUNTON VA 24401 1 08/24/98 00
0431007624 05 10/01/98 0
8775153 N 09/01/13
0
1798977 638/G02 F 294,400.00 ZZ
180 294,400.00 2
25-27 WINSLOW ROAD 7.875 2,792.24 80
7.625 2,792.24 369,000.00
BELMONT MA 02178 1 08/19/98 00
0431004506 05 10/01/98 0
08764424 O 09/01/13
0
1799001 E22/G02 F 78,000.00 ZZ
180 78,000.00 1
1400 RIVERWOOD DRIVE 7.750 734.20 54
7.500 734.20 145,000.00
ALGONQUIN IL 60102 2 08/25/98 00
0410917363 05 10/01/98 0
410917363 O 09/01/13
0
1
1799314 964/G02 F 260,800.00 ZZ
180 260,800.00 1
1919 ELEANOR PLACE 7.375 2,399.16 80
7.125 2,399.16 326,000.00
LOMITA CA 90717 1 08/26/98 00
0431006501 05 10/01/98 0
000 O 09/01/13
0
1799737 E22/G02 F 48,800.00 T
180 48,800.00 1
4767 CAPRI PLACE 8.500 480.55 80
8.250 480.55 61,000.00
ORLANDO FL 32811 1 08/20/98 00
0411001001 01 10/01/98 0
411001001 O 09/01/13
0
1800191 168/168 F 275,000.00 ZZ
180 275,000.00 1
214 SALEM AVENUE 7.625 2,568.86 69
7.375 2,568.86 400,000.00
SPRING LAKE NJ 07762 5 08/25/98 00
0239912683 05 10/01/98 0
0239912683 O 09/01/13
0
1800459 E22/G02 F 75,000.00 ZZ
180 75,000.00 1
114 NORTH LANCASTER STREE 7.750 705.96 38
7.500 705.96 200,000.00
MT. PROSPECT IL 60056 5 08/31/98 00
0411006992 05 10/01/98 0
411006992 N 09/01/13
0
1800584 E22/G02 F 70,700.00 ZZ
180 70,700.00 1
39915 JOHN LANIER ROAD 7.500 655.40 57
7.250 655.40 126,000.00
PINE GROVE LA 70453 5 08/28/98 00
0411027311 05 10/01/98 0
411027311 O 09/01/13
0
1800674 E22/G02 F 96,000.00 ZZ
180 96,000.00 1
86 SOUTH CENTER 8.125 924.37 80
7.875 924.37 120,000.00
1
BICKNELL UT 84715 5 08/25/98 00
0410965040 05 10/01/98 0
410965040 O 09/01/13
0
1800724 E22/G02 F 56,000.00 ZZ
180 56,000.00 1
7020 LAKNER WAY 7.875 531.13 74
7.625 531.13 76,000.00
ORLANDO FL 32822 5 08/10/98 00
0410978811 05 10/01/98 0
410978811 O 09/01/13
0
1800787 E22/G02 F 188,000.00 ZZ
180 188,000.00 1
6225 STONEBRDGE 7.125 1,702.96 38
6.875 1,702.96 500,000.00
WEST BLOOMFIELD MI 48322 5 08/31/98 00
0410971857 05 10/01/98 0
410971857 O 09/01/13
0
1801403 624/G02 F 294,250.00 ZZ
180 294,250.00 1
10822 HIGHRIDGE LANE 7.250 2,686.10 71
7.000 2,686.10 415,000.00
SANDY UT 84092 5 08/31/98 00
0431016435 05 10/01/98 0
67080280096F O 09/01/13
0
2631072 G10/G02 F 57,000.00 ZZ
180 55,980.94 1
4751 WAGNER DRIVE 8.375 557.14 70
8.125 557.14 81,500.00
THE COLONY TX 75056 5 03/12/98 00
0430716829 05 05/01/98 0
XB8029005 N 04/01/13
0
2639884 286/286 F 50,000.00 ZZ
180 48,899.71 1
221 S HAMBLEDON AVE 7.250 456.44 53
7.000 456.44 95,000.00
LA PUENTE CA 91744 2 02/05/98 00
0008653172 05 03/01/98 0
0008653172 N 02/01/13
0
1
2639904 286/286 F 51,300.00 ZZ
180 50,433.95 2
228 LOCUST ST S 8.500 505.18 90
8.250 505.18 57,000.00
HAGERSTOWN MD 21740 1 02/27/98 04
0008753446 05 04/01/98 25
0008753446 N 03/01/13
0
2639905 286/286 F 82,000.00 ZZ
180 80,863.10 1
227 SYCAMORE DR 8.625 813.51 85
8.375 813.51 96,500.00
BURGAW NC 28425 5 03/16/98 04
0008753636 27 05/01/98 17
0008753636 O 04/01/13
0
2639911 286/286 F 63,500.00 ZZ
180 62,559.99 2
295 WOOD RD 7.875 602.27 75
7.625 602.27 85,000.00
GRIFFIN GA 30223 2 03/27/98 00
0008757687 05 05/01/98 0
0008757687 N 04/01/13
0
2642269 387/387 F 153,500.00 ZZ
180 151,127.55 1
648 MEADOW HILL DRIVE 7.375 1,412.08 77
7.125 1,412.08 200,000.00
FORT WORTH TX 76108 2 03/12/98 00
0001353010 05 05/01/98 0
0001353010 O 04/01/13
0
2654254 G75/G75 F 150,000.00 ZZ
180 148,761.13 4
6 CARPENTER TERRACE 8.625 1,488.13 80
8.375 1,488.13 187,500.00
BELLEVILLE NJ 07109 1 05/29/98 00
03516638 05 07/01/98 0
03516638 N 06/01/13
0
2654255 G75/G75 F 53,500.00 ZZ
180 52,826.17 1
1
28 PASTORAL LANE 7.125 484.62 59
6.875 484.62 91,500.00
WILLINGBORO NJ 08046 5 04/17/98 00
03469752 05 06/01/98 0
03469752 N 05/01/13
0
2654256 G75/G75 F 84,000.00 ZZ
180 83,290.70 2
211 MT.VERNON AVENUE 8.375 821.04 70
8.125 821.04 120,000.00
LAUREL SPRINGS NJ 08021 5 05/07/98 00
03478624 05 07/01/98 0
03478624 N 06/01/13
0
2654257 G75/G75 F 61,600.00 ZZ
180 60,687.23 1
5 SPOFFORD RD. #2 8.125 593.14 80
7.875 593.14 77,000.00
ALLSTON MA 02134 1 04/30/98 00
03510232 01 06/01/98 0
03510232 N 05/01/13
0
2654258 G75/G75 F 232,000.00 ZZ
180 230,594.28 1
2255 GLENVIEW DR. 7.500 2,150.67 80
7.250 2,150.67 290,000.00
WORCESTER TOWNS PA 19446 1 06/09/98 00
03495151 05 08/01/98 0
03495151 O 07/01/13
0
2656449 387/387 F 64,000.00 ZZ
180 63,447.55 1
1209 CREEKWOOD COURT 8.125 616.24 80
7.875 616.24 80,000.00
ALLEN TX 75002 1 05/26/98 00
0001403195 05 07/01/98 0
0001403195 N 06/01/13
0
2656451 387/387 F 119,000.00 ZZ
180 117,938.44 1
3173 PATTON DRIVE 7.750 1,120.12 70
7.500 1,120.12 170,000.00
DES PLAINES IL 60018 5 06/01/98 00
0001427178 05 07/01/98 0
1
0001427178 O 06/01/13
0
2656452 387/387 F 35,000.00 ZZ
180 34,691.17 1
2340 BEAVER RUIN ROAD #67 7.875 331.96 52
7.625 331.96 68,000.00
NORCROSS GA 30071 2 05/21/98 00
0001432053 01 07/01/98 0
0001432053 N 06/01/13
0
2656453 387/387 F 89,000.00 ZZ
180 88,197.34 1
3754 WALDAN DRIVE 7.625 831.38 79
7.375 831.38 114,000.00
AUSTELL GA 30106 2 05/28/98 00
0001438613 05 07/01/98 0
0001438613 N 06/01/13
0
2656454 387/387 F 143,000.00 ZZ
180 141,682.02 1
421 WILLOW AVENUE 7.375 1,315.49 59
7.125 1,315.49 243,000.00
DEERFIELD IL 60015 1 05/29/98 00
0001439314 05 07/01/98 0
0001439314 O 06/01/13
0
2656455 387/387 F 62,000.00 ZZ
180 61,458.91 2
26-28 FOREST PLACE 8.000 592.50 65
7.750 592.50 96,000.00
LAWRENCEVILLE GA 30243 2 06/02/98 00
0001439678 03 07/01/98 0
0001439678 N 06/01/13
0
2656456 387/387 F 32,000.00 ZZ
180 31,708.27 1
4100 DOGWOOD LANE 7.500 296.64 43
7.250 296.64 75,000.00
FT WORTH TX 76137 2 06/04/98 00
0001440775 05 07/01/98 0
0001440775 N 06/01/13
0
1
2656457 387/387 F 51,000.00 ZZ
180 50,535.02 1
2403 NORTH CARRIER PARKWAY 7.500 472.78 57
7.250 472.78 90,000.00
GRAND PRAIRIE TX 75050 2 06/04/98 00
0001440783 03 07/01/98 0
0001440783 N 06/01/13
0
2656458 387/387 F 43,100.00 ZZ
180 42,707.06 1
2310 WILDBRIAR DRIVE 7.500 399.54 69
7.250 399.54 63,000.00
ARLINGTON TX 76014 2 06/04/98 00
0001440791 05 07/01/98 0
0001440791 N 06/01/13
0
2656459 387/387 F 66,000.00 ZZ
180 65,604.44 1
1806 MEADOW STREET 7.625 616.53 58
7.375 616.53 114,000.00
LONGMONT CO 80501 5 06/09/98 00
0001449941 05 08/01/98 0
0001449941 N 07/01/13
0
2656460 387/387 F 61,600.00 ZZ
180 61,238.82 1
975 MURRIETA BOULEVARD #13 7.875 584.25 80
7.625 584.25 77,000.00
LIVERMORE CA 94550 2 06/08/98 00
0001450055 01 08/01/98 0
0001450055 O 07/01/13
0
2656461 387/387 F 71,850.00 ZZ
180 70,973.90 1
67 NORTH WALDEN ELMS CIRCLE 7.500 666.06 79
7.250 666.06 90,990.00
THE WOODLANDS TX 77382 1 06/10/98 00
0001454875 03 08/01/98 0
0001454875 N 07/01/13
0
2656824 286/286 F 97,300.00 ZZ
180 96,460.07 1
1309 HIGHLAND TRL 8.125 936.89 70
7.875 936.89 139,000.00
1
CARY NC 27511 2 05/18/98 00
0008576431 05 07/01/98 0
0008576431 N 06/01/13
0
2656825 286/286 F 88,000.00 ZZ
180 87,256.92 4
58 ORANGE ST 8.375 860.14 80
8.125 860.14 110,000.00
MANCHESTER NH 03103 1 05/11/98 00
0008635067 05 07/01/98 0
0008635067 N 06/01/13
0
2656826 286/286 F 71,900.00 ZZ
180 71,258.59 1
UNIT 18 ROSEBROOK TOWNHOUSE 7.750 676.78 79
7.500 676.78 91,900.00
CARROLL NH 03595 1 05/21/98 00
0008635146 01 07/01/98 0
0008635146 O 06/01/13
0
2656827 286/286 F 48,750.00 T
180 48,149.04 1
E TWITCHELL POND RD 7.375 448.47 75
7.125 448.47 65,000.00
GREENWOOD ME 04255 1 04/15/98 00
0008636807 05 06/01/98 0
0008636807 O 05/01/13
0
2656828 286/286 F 200,000.00 ZZ
180 198,116.35 1
151 RTE 6A 7.125 1,811.67 72
6.875 1,811.67 278,000.00
W BARNSTABLE MA 02668 1 05/20/98 00
0008636920 05 07/01/98 0
0008636920 O 06/01/13
0
2656829 286/286 F 45,000.00 ZZ
180 44,463.00 2
121 GOVERNOR ST 7.750 423.58 90
7.500 423.58 50,000.00
PATERSON NJ 07504 1 04/15/98 11
0008644026 05 06/01/98 25
0008644026 N 05/01/13
0
1
2656830 286/286 F 262,500.00 ZZ
180 259,333.46 1
4801 SUNSET AVE 7.625 2,452.10 75
7.375 2,452.10 350,000.00
PANAMA CITY FL 32404 2 04/17/98 00
0008646025 05 06/01/98 0
0008646025 O 05/01/13
0
2656831 286/286 F 41,500.00 ZZ
120 40,392.13 1
803 W 8TH CIR 7.500 492.62 30
7.250 492.62 139,000.00
LYNN HAVEN FL 32444 2 05/27/98 00
0008646101 05 07/01/98 0
0008646101 O 06/01/08
0
2656832 286/286 F 64,000.00 ZZ
180 63,416.50 1
3922 NAPOLI RD 7.500 593.29 70
7.250 593.29 92,000.00
PANAMA CITY FL 32405 2 05/28/98 00
0008646125 05 07/01/98 0
0008646125 O 06/01/13
0
2656833 286/286 F 141,000.00 ZZ
180 139,243.11 1
880 MARA DR 7.250 1,287.14 54
7.000 1,287.14 265,000.00
BLUE BELL PA 19422 2 04/29/98 00
0008646802 05 06/01/98 0
0008646802 O 05/01/13
0
2656834 286/286 F 300,000.00 ZZ
180 295,383.90 1
10724 OLD PRESCOTT RD 7.500 2,781.04 79
7.250 2,781.04 383,000.00
RICHMOND VA 23233 2 04/29/98 00
0008648176 05 06/01/98 0
0008648176 O 05/01/13
0
2656835 286/286 F 43,200.00 ZZ
180 42,695.59 2
1
RT 100B 8.000 412.85 90
7.750 412.85 48,000.00
MORETOWN VT 05660 1 04/10/98 11
0008651034 05 06/01/98 25
0008651034 N 05/01/13
0
2656836 286/286 F 51,000.00 ZZ
180 50,554.88 2
3301-3303 TABOR AVE 8.000 487.39 64
7.750 487.39 80,000.00
NORTH LAS VEGAS NV 89030 2 05/08/98 00
0008651597 05 07/01/98 0
0008651597 N 06/01/13
0
2656837 286/286 F 54,600.00 ZZ
180 53,962.50 1
3411 TABOR AVE 8.000 521.79 66
7.750 521.79 83,000.00
NORTH LAS VEGAS NV 89030 2 04/06/98 00
0008651598 05 06/01/98 0
0008651598 N 05/01/13
0
2656838 286/286 F 82,400.00 T
180 81,427.36 1
3522 S CHESIN DR 7.875 781.53 80
7.625 781.53 103,000.00
TUCSON AZ 85730 1 04/29/98 00
0008679914 05 06/01/98 0
0008679914 O 05/01/13
0
2656841 286/286 F 40,500.00 ZZ
180 40,169.19 2
451 SALEM AVE 8.750 404.78 90
8.500 404.78 45,000.00
YORK PA 17404 1 05/08/98 10
0008722107 05 07/01/98 25
0008722107 N 06/01/13
0
2656843 286/286 F 100,000.00 ZZ
180 99,029.76 1
35 HOANJOVA LE 7.125 905.84 33
6.875 905.84 305,000.00
PLEASANTVILLE NY 10750 2 05/13/98 00
0008735406 05 07/01/98 0
1
0008735406 O 06/01/13
0
2656844 286/286 F 76,500.00 ZZ
180 75,787.23 1
HC 61 BOX 961 7.250 698.35 85
7.000 698.35 90,000.00
TOPPING VA 23169 2 05/19/98 11
0008742710 05 07/01/98 19
0008742710 O 06/01/13
0
2656845 286/286 F 161,000.00 ZZ
180 159,078.82 1
618 VALLEY RD 7.750 1,515.46 36
7.500 1,515.46 450,000.00
BRIELLE NJ 08730 2 04/29/98 00
0008745026 05 06/01/98 0
0008745026 O 05/01/13
0
2656846 286/286 F 43,200.00 ZZ
180 42,831.15 1
151 HANDY ST 8.250 419.11 90
8.000 419.11 48,000.00
NEW BRUNSWICK NJ 08901 1 05/08/98 11
0008745098 05 07/01/98 33
0008745098 N 06/01/13
0
2656848 286/286 F 52,200.00 ZZ
180 51,773.63 2
178 REDMOND ST 8.750 521.72 90
8.500 521.72 58,000.00
NEW BRUNSWICK NJ 08901 1 05/08/98 11
0008745100 05 07/01/98 25
0008745100 N 06/01/13
0
2656849 286/286 F 52,200.00 ZZ
180 51,773.63 2
18 WELTON ST 8.750 521.72 90
8.500 521.72 58,000.00
NEW BRUNSWICK NJ 08903 1 05/08/98 11
0008745125 05 07/01/98 25
0008745125 N 06/01/13
0
1
2656850 286/286 F 115,100.00 ZZ
120 112,182.75 1
752 MARLEY RD 7.875 1,388.89 65
7.625 1,388.89 178,000.00
ELKTON MD 21921 2 04/09/98 00
0008753540 05 06/01/98 0
0008753540 O 05/01/08
0
2656851 286/286 F 82,500.00 ZZ
180 81,493.96 1
17 LENAPE DR 7.500 764.79 71
7.250 764.79 117,000.00
SELLERSVILLE PA 18960 2 04/15/98 00
0008753922 05 06/01/98 0
0008753922 O 05/01/13
0
2656852 286/286 F 110,000.00 ZZ
180 108,701.60 1
97 MAIN ST 7.875 1,043.30 80
7.625 1,043.30 137,500.00
MONROE CT 06468 1 04/24/98 00
0008761020 05 06/01/98 0
0008761020 O 05/01/13
0
2656853 286/286 F 51,000.00 ZZ
180 50,524.81 1
129 S ALMAR DR 7.250 465.57 41
7.000 465.57 125,000.00
WILTON MANORS FL 33334 2 05/19/98 00
0008763200 05 07/01/98 0
0008763200 O 06/01/13
0
2656854 286/286 F 108,000.00 ZZ
180 106,819.53 3
822 NE 17TH TER 8.750 1,079.41 90
8.500 1,079.41 120,000.00
FORT LAUDERDALE FL 33304 1 05/04/98 11
0008764014 05 06/01/98 20
0008764014 N 05/01/13
0
2656855 286/286 F 114,300.00 ZZ
180 112,938.46 2
377-79 SW 35 AVE 8.250 1,108.88 90
8.000 1,108.88 127,000.00
1
DEERFIELD BEACH FL 33442 1 04/13/98 12
0008764052 05 06/01/98 25
0008764052 N 05/01/13
0
2656856 286/286 F 66,750.00 ZZ
180 66,134.78 2
136-138 METHUEN ST 7.375 614.05 75
7.125 614.05 89,000.00
SPRINGFIELD MA 01119 1 05/14/98 00
0008771699 05 07/01/98 0
0008771699 N 06/01/13
0
2656857 286/286 F 98,000.00 ZZ
180 97,144.70 2
7315-7 NW LIBERTY ST 8.000 936.54 70
7.750 936.54 142,000.00
KANSAS CITY MO 64118 2 05/08/98 00
0008970740 05 07/01/98 0
0008970740 N 06/01/13
0
2656858 286/286 F 100,000.00 ZZ
180 99,127.23 2
7335-7 NW LIBERTY ST 8.000 955.66 71
7.750 955.66 142,000.00
KANSAS CITY MO 64118 2 05/08/98 00
0008970741 05 07/01/98 0
0008970741 N 06/01/13
0
2656859 286/286 F 67,200.00 ZZ
180 66,613.51 3
212 W 6TH ST 8.000 642.20 80
7.750 642.20 84,000.00
LAWSON MO 64062 2 05/19/98 00
0008970971 05 07/01/98 0
0008970971 N 06/01/13
0
2656860 286/286 F 54,900.00 ZZ
180 54,436.43 1
570 E HILLCREST RD 8.375 536.61 90
8.125 536.61 61,000.00
YORK PA 17403 1 05/15/98 10
0008974134 05 07/01/98 25
0008974134 N 06/01/13
0
1
2656861 286/286 F 85,800.00 ZZ
180 84,819.90 1
4114 DAVIS PL NW 8.250 832.39 65
8.000 832.39 132,000.00
WASHINGTON DC 20007 1 05/01/98 00
0008977325 01 06/01/98 0
0008977325 O 05/01/13
0
2656862 286/286 F 56,800.00 ZZ
180 56,114.81 1
1425 AMHERST DR 7.625 530.59 80
7.375 530.59 71,000.00
PLANO TX 75075 1 04/17/98 00
0008978657 05 06/01/98 0
0008978657 N 05/01/13
0
2656863 286/286 F 41,000.00 ZZ
180 40,522.64 1
701 DENMARK DR 8.125 394.79 90
7.875 394.79 46,000.00
MESQUITE TX 75149 1 04/29/98 11
0008978685 07 06/01/98 25
0008978685 N 05/01/13
0
2656866 286/286 F 108,000.00 ZZ
180 106,967.03 1
9 HARDING PL 8.125 1,039.92 80
7.875 1,039.92 135,000.00
DANBURY CT 06810 5 05/28/98 00
0009034482 05 07/01/98 0
0009034482 O 06/01/13
0
2656867 286/286 F 120,000.00 ZZ
180 118,583.20 1
15 INDIAN RUN 7.875 1,138.14 36
7.625 1,138.14 340,000.00
MILLINGTON NJ 07946 2 04/21/98 00
0009211079 05 06/01/98 0
0009211079 O 05/01/13
0
2656868 286/286 F 167,500.00 ZZ
180 165,989.39 1
1
39 SOUTH RIDGEDALE AVE 7.625 1,564.67 75
7.375 1,564.67 225,000.00
EAST HANOVER NJ 07936 2 05/13/98 00
0009212911 05 07/01/98 0
0009212911 O 06/01/13
0
2664134 354/354 F 333,000.00 ZZ
180 327,119.70 1
106 OCEAN CREST WAY 6.750 2,946.75 67
6.500 2,946.75 504,000.00
KITTY HAWK NC 27949 2 04/13/98 00
0026115360 05 06/01/98 0
0026115360 N 05/01/13
0
2664135 354/354 F 331,200.00 ZZ
180 327,028.55 1
818 35TH AVENUE 7.125 3,000.12 70
6.875 3,000.12 475,000.00
SAN FRANCISCO CA 94121 2 04/23/98 00
0026130096 05 06/01/98 0
0026130096 N 05/01/13
0
2666006 286/286 F 45,000.00 ZZ
180 44,733.23 2
203 HARRISON ST 7.750 423.58 90
7.500 423.58 50,000.00
PATERSON NJ 07504 1 06/04/98 11
0008644103 05 08/01/98 25
0008644103 N 07/01/13
0
2666007 286/286 F 446,500.00 ZZ
180 436,570.40 1
54 CAPILANO DR 7.125 4,044.54 45
6.875 4,044.54 1,000,000.00
NOVATO CA 94949 2 01/30/98 00
0008656039 05 03/01/98 0
0008656039 O 02/01/13
0
2666008 286/286 F 82,000.00 ZZ
180 81,231.25 1
2330 FREEDMONT ST SE 7.875 777.73 69
7.625 777.73 120,000.00
PARIS OH 44669 2 05/22/98 00
0008713909 05 07/01/98 0
1
0008713909 O 06/01/13
0
2666009 286/286 F 386,000.00 ZZ
180 384,884.51 1
1341 PARK AVE 8.000 3,688.82 60
7.750 3,688.82 645,000.00
RIVER FOREST IL 60305 2 07/06/98 00
0008717687 05 09/01/98 0
0008717687 O 08/01/13
0
2666010 286/286 F 45,000.00 ZZ
180 44,715.21 1
31 EASTMORELAND DR 7.000 404.48 63
6.750 404.48 71,500.00
HAMPTON VA 23669 2 06/29/98 00
0008742745 05 08/01/98 0
0008742745 N 07/01/13
0
2666011 286/286 F 43,200.00 ZZ
180 42,831.15 1
73 HASSART ST 8.250 419.11 90
8.000 419.11 48,000.00
NEW BRUNSWICK NJ 08901 1 05/13/98 11
0008745099 05 07/01/98 20
0008745099 N 06/01/13
0
2666013 286/286 F 32,000.00 ZZ
180 31,818.48 1
4443 HARDWOOD STREET 8.250 310.45 80
8.000 310.45 40,000.00
LADSON SC 29456 1 06/19/98 00
0008757900 05 08/01/98 0
0008757900 N 07/01/13
0
2666014 286/286 F 79,500.00 ZZ
180 78,571.81 1
14357 SW 97TH LN 8.000 759.75 80
7.750 759.75 100,000.00
MIAMI FL 33186 2 04/10/98 00
0008763557 03 06/01/98 0
0008763557 O 05/01/13
0
1
2666015 286/286 F 70,000.00 ZZ
180 69,594.07 2
1565-7 ROSA ST 8.000 668.96 85
7.750 668.96 83,068.00
COCOA FL 32926 2 06/10/98 12
0008764095 05 08/01/98 25
0008764095 N 07/01/13
0
2666016 286/286 F 58,000.00 ZZ
180 57,830.52 1
2011 CORAL AVE 7.875 550.11 80
7.625 550.11 73,000.00
CHESAPEAKE VA 23324 2 07/10/98 00
0008768766 05 09/01/98 0
0008768766 O 08/01/13
0
2666017 286/286 F 43,650.00 ZZ
180 43,413.18 2
15 CEDAR ST 8.750 436.26 90
8.500 436.26 48,500.00
SPRINGFIELD MA 01105 1 06/08/98 11
0008771728 05 08/01/98 25
0008771728 N 07/01/13
0
2666018 286/286 F 51,100.00 ZZ
180 50,816.50 2
253-255 OAKLAND ST 8.500 503.21 70
8.250 503.21 73,000.00
SPRINGFIELD MA 01108 2 06/26/98 00
0008771810 05 08/01/98 0
0008771810 N 07/01/13
0
2666019 286/286 F 121,000.00 ZZ
180 119,884.79 1
9426 LA GLORIA DR 7.375 1,113.11 55
7.125 1,113.11 224,000.00
RANCHO CUCAMONG CA 91701 2 05/28/98 00
0008774712 05 07/01/98 0
0008774712 O 06/01/13
0
2666020 286/286 F 45,000.00 ZZ
180 44,744.74 1
524 E WALNUT AVE 8.250 436.57 75
8.000 436.57 60,000.00
1
LINDENWOLD NJ 08021 1 06/29/98 00
0008969543 05 08/01/98 0
0008969543 O 07/01/13
0
2666021 286/286 F 101,000.00 ZZ
180 100,708.12 1
2316 DONNA MARIE DR 8.000 965.21 70
7.750 965.21 146,000.00
WARRENTON MO 63383 2 07/09/98 00
0008970539 05 09/01/98 0
0008970539 O 08/01/13
0
2666022 286/286 F 100,000.00 ZZ
180 99,127.23 2
7323-5 NW LIBERTY ST 8.000 955.66 70
7.750 955.66 144,000.00
KANSAS CITY MO 64118 2 05/08/98 00
0008970739 05 07/01/98 0
0008970739 N 06/01/13
0
2666024 286/286 F 84,500.00 ZZ
180 84,241.98 1
108 WALNUT DR 7.375 777.34 85
7.125 777.34 99,500.00
COLUMBIA TN 38401 2 07/13/98 11
0008998801 05 09/01/98 22
0008998801 O 08/01/13
0
2666025 286/286 F 32,900.00 ZZ
180 32,711.30 1
2432 NORTH APPERSON WAY 8.125 316.79 70
7.875 316.79 47,000.00
KOKOMO IN 46901 2 06/04/98 00
0009000575 05 08/01/98 0
0009000575 N 07/01/13
0
2666026 286/286 F 77,000.00 ZZ
180 76,548.53 2
929-931 N 13TH ST 7.875 730.31 67
7.625 730.31 115,000.00
BLUE SPRINGS MO 64015 2 06/04/98 00
0009000766 05 08/01/98 0
0009000766 N 07/01/13
0
1
2666027 286/286 F 31,500.00 ZZ
180 31,319.33 1
1329 N JAY ST 8.125 303.31 70
7.875 303.31 45,000.00
KOKOMO IN 46901 2 06/04/98 00
0009000823 05 08/01/98 0
0009000823 N 07/01/13
0
2666029 286/286 F 75,000.00 ZZ
180 74,455.56 1
97 HEWLETT ST 7.500 695.26 41
7.250 695.26 186,000.00
ROSLINDALE MA 02131 2 07/16/98 00
0009001190 05 09/01/98 0
0009001190 N 08/01/13
0
2666030 286/286 F 40,500.00 ZZ
180 40,265.14 1
3332 HILLCREST AVE 8.000 387.04 90
7.750 387.04 45,000.00
BIRMINGHAM AL 35224 1 06/30/98 10
0009001660 05 08/01/98 25
0009001660 N 07/01/13
0
2666031 286/286 F 112,410.00 ZZ
180 111,793.29 1
34 ORCHARD RD 8.625 1,115.20 90
8.375 1,115.20 124,900.00
MILFORD CT 06460 1 07/01/98 11
0009013964 05 08/01/98 25
0009013964 N 07/01/13
0
2666032 286/286 F 68,400.00 ZZ
180 68,003.34 1
4709 POTTERS RD 8.000 653.67 90
7.750 653.67 76,000.00
MATTHEWS NC 28105 1 06/18/98 10
0009025881 05 08/01/98 20
0009025881 N 07/01/13
0
2666033 286/286 F 74,700.00 ZZ
180 74,266.80 1
1
4701 POTTERS RD 8.000 713.88 90
7.750 713.88 83,000.00
MATTHEWS NC 28105 1 06/18/98 10
0009025884 05 08/01/98 20
0009025884 N 07/01/13
0
2666034 286/286 F 112,000.00 ZZ
180 111,336.07 1
5207 59TH AVE 7.750 1,054.23 92
7.500 1,054.23 122,000.00
RIVERDALE MD 20737 2 07/01/98 04
0009034739 05 08/01/98 30
0009034739 O 07/01/13
0
2666036 286/286 F 30,500.00 ZZ
120 30,337.88 1
318 W 26TH ST 8.500 378.16 68
8.250 378.16 45,000.00
NORFOLK VA 23517 2 07/07/98 00
0009035219 05 09/01/98 0
0009035219 O 08/01/08
0
2666037 286/286 F 65,750.00 ZZ
180 65,176.02 1
200 WOODCROFT PKWY #58-C 8.000 628.35 78
7.750 628.35 85,000.00
DURHAM NC 27713 2 05/19/98 00
0009193276 03 07/01/98 0
0009193276 N 06/01/13
0
2666038 286/286 F 52,000.00 ZZ
180 51,832.34 1
2944 FAIRFIELD RD 6.750 460.16 56
6.500 460.16 93,000.00
GETTYSBURG PA 17325 2 07/07/98 00
0009194861 05 09/01/98 0
0009194861 O 08/01/13
0
2666039 286/286 F 164,000.00 ZZ
180 162,471.33 1
12712 SERPENTINE WAY 7.250 1,497.10 80
7.000 1,497.10 205,000.00
SILVER SPRING MD 20904 1 05/28/98 00
0009218914 03 07/01/98 0
1
0009218914 O 06/01/13
0
2675142 354/354 F 400,000.00 ZZ
180 397,628.81 1
23 MEETING STREET 7.750 3,765.11 34
7.500 3,765.11 1,180,000.00
CHARLESTON SC 29401 1 06/12/98 00
0026551689 05 08/01/98 0
0026551689 O 07/01/13
0
2675149 354/354 F 254,400.00 ZZ
180 253,656.64 1
7413 PARK SPRINGS CI UNIT 1 7.875 2,412.86 73
7.625 2,412.86 350,000.00
ORLANDO FL 32835 2 07/16/98 00
0026630673 03 09/01/98 0
0026630673 O 08/01/13
0
2675151 354/354 F 250,000.00 T
180 249,261.39 1
625 ALTARA AVENUE 7.750 2,353.19 72
7.500 2,353.19 352,000.00
CORAL GABLE FL 33146 1 07/28/98 00
0026648410 05 09/01/98 0
0026648410 O 08/01/13
0
TOTAL NUMBER OF LOANS : 1,411
TOTAL ORIGINAL BALANCE : 158,616,100.00
TOTAL PRINCIPAL BALANCE : 156,999,275.27
TOTAL ORIGINAL P+I : 1,494,646.24
TOTAL CURRENT P+I : 1,494,646.24
***************************
* END OF REPORT *
***************************
<PAGE>
1
RUN ON : 10/02/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 10.30.49 FIXED PASSTHRU REPORT AMORTIZED BALANCE
SERIES : MULTIPLE POOLS CUTOFF : 09/01/98
POOL : 0004322 0004327
:
:
POOL STATUS:
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
--------------------------------------------------------------
1417655 .2500
48,350.09 .0800
8.8750 .0000
8.6250 .0000
8.5450 .0000
6.5000 2.0450
1552743 .2500
85,660.00 .0800
9.0000 .0000
8.7500 .0000
8.6700 .0000
6.5000 2.1700
1553728 .2500
34,268.20 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.5000 1.7950
1554866 .2500
48,358.87 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.5000 1.9200
1555421 .2500
56,416.63 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.5000 1.6700
1576723 .2500
58,515.29 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1
1583778 .2500
249,585.29 .0800
9.5000 .0000
9.2500 .0000
9.1700 .0000
6.5000 2.6700
1586597 .2500
79,753.49 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.5000 1.5450
1603358 .2500
182,917.64 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.5000 1.4200
1607695 .2500
102,218.02 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.5000 1.7950
1612261 .2500
60,929.11 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.5000 1.1700
1631425 .2500
82,293.37 .0800
8.3750 .0000
8.1250 .0000
8.0450 .0000
6.5000 1.5450
1633911 .2500
154,036.39 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
1635822 .2500
153,780.94 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.5000 1.9200
1
1640742 .2500
191,098.27 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.5000 1.2950
1643519 .2500
69,325.06 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1649034 .2500
164,718.85 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1663474 .2500
29,797.07 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.5000 1.7950
1671619 .2500
151,589.31 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1671848 .2500
149,221.48 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1672134 .2500
287,103.52 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
1672613 .2500
86,203.28 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.5000 1.2950
1
1679673 .2500
60,747.73 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.5000 1.4200
1679681 .2500
60,306.78 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.5000 1.4200
1680596 .2500
58,549.37 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1680932 .2500
421,914.38 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1681259 .2500
38,954.03 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.5000 1.4200
1683027 .2500
155,115.13 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.5000 1.4200
1685111 .2500
213,018.82 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.5000 1.2950
1685393 .2500
73,467.83 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.5000 1.7950
1
1686330 .2500
150,402.57 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
1686473 .2500
154,004.66 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.5000 1.1700
1686865 .2500
128,297.04 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.5000 1.6700
1687398 .2500
147,297.68 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
1688039 .2500
80,320.31 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.5000 1.6700
1688041 .2500
134,067.30 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
1688297 .2500
152,728.49 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
1691242 .2500
102,999.19 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1
1693277 .2500
150,257.83 .0800
6.8750 .0000
6.6250 .0000
6.5450 .0000
6.5000 .0450
1693517 .2500
63,569.73 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
1694280 .2500
252,154.09 .0800
7.2500 .0000
7.0000 .0000
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2656867 .2500
118,583.20 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
2656868 .2500
165,989.39 .0800
7.6250 .0000
7.3750 .0000
7.2950 .0000
6.5000 .7950
2664134 .2500
327,119.70 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2664135 .2500
327,028.55 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2666006 .2500
44,733.23 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
2666007 .2500
436,570.40 .0800
7.1250 .0000
6.8750 .0000
6.7950 .0000
6.5000 .2950
2666008 .2500
81,231.25 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
2666009 .2500
384,884.51 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.5000 1.1700
1
2666010 .2500
44,715.21 .0800
7.0000 .0000
6.7500 .0000
6.6700 .0000
6.5000 .1700
2666011 .2500
42,831.15 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.5000 1.4200
2666013 .2500
31,818.48 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.5000 1.4200
2666014 .2500
78,571.81 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.5000 1.1700
2666015 .2500
69,594.07 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.5000 1.1700
2666016 .2500
57,830.52 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
2666017 .2500
43,413.18 .0800
8.7500 .0000
8.5000 .0000
8.4200 .0000
6.5000 1.9200
2666018 .2500
50,816.50 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.5000 1.6700
1
2666019 .2500
119,884.79 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2666020 .2500
44,744.74 .0800
8.2500 .0000
8.0000 .0000
7.9200 .0000
6.5000 1.4200
2666021 .2500
100,708.12 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.5000 1.1700
2666022 .2500
99,127.23 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.5000 1.1700
2666024 .2500
84,241.98 .0800
7.3750 .0000
7.1250 .0000
7.0450 .0000
6.5000 .5450
2666025 .2500
32,711.30 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.5000 1.2950
2666026 .2500
76,548.53 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
2666027 .2500
31,319.33 .0800
8.1250 .0000
7.8750 .0000
7.7950 .0000
6.5000 1.2950
1
2666029 .2500
74,455.56 .0800
7.5000 .0000
7.2500 .0000
7.1700 .0000
6.5000 .6700
2666030 .2500
40,265.14 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.5000 1.1700
2666031 .2500
111,793.29 .0800
8.6250 .0000
8.3750 .0000
8.2950 .0000
6.5000 1.7950
2666032 .2500
68,003.34 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.5000 1.1700
2666033 .2500
74,266.80 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.5000 1.1700
2666034 .2500
111,336.07 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
2666036 .2500
30,337.88 .0800
8.5000 .0000
8.2500 .0000
8.1700 .0000
6.5000 1.6700
2666037 .2500
65,176.02 .0800
8.0000 .0000
7.7500 .0000
7.6700 .0000
6.5000 1.1700
1
2666038 .2500
51,832.34 .0300
6.7500 .0000
6.5000 .0000
6.4700 .0000
6.4700 .0000
2666039 .2500
162,471.33 .0800
7.2500 .0000
7.0000 .0000
6.9200 .0000
6.5000 .4200
2675142 .2500
397,628.81 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
2675149 .2500
253,656.64 .0800
7.8750 .0000
7.6250 .0000
7.5450 .0000
6.5000 1.0450
2675151 .2500
249,261.39 .0800
7.7500 .0000
7.5000 .0000
7.4200 .0000
6.5000 .9200
TOTAL NUMBER OF LOANS: 1411
TOTAL BALANCE........: 156,999,275.27
1
RUN ON : 10/02/98 RFC DISCLOSURE SYSTEM RFFSDFIX-01
AT : 10.30.49 INITIAL SECURITY FEES AMORTIZED BALANCE
SERIES : MULTIPLE POOLS FIXED SUMMARY REPORT CUTOFF : 09/01/98
POOL : 0004322 0004327
:
:
POOL STATUS:
WEIGHTED AVERAGES FROM TO
---------------------------------------------------------------------
CURR NOTE RATE 7.6800 6.5000 9.5000
RFC NET RATE 7.4300 6.2500 9.2500
NET MTG RATE(INVSTR RATE) 7.3511 6.2200 9.1700
POST STRIP RATE 6.4978 6.2200 6.5000
SUB SERV FEE .2500 .2500 .2500
MSTR SERV FEE .0789 .0300 .0800
ALL EXP .0000 .0000 .0000
MISC EXP .0000 .0000 .0000
SPREAD .0000 .0000 .0000
STRIP .8533 .0000 2.6700
TOTAL NUMBER OF LOANS: 1411
TOTAL BALANCE........: 156,999,275.27
***************************
* END OF REPORT *
***************************
EXHIBIT G
FORM OF SELLER/SERVICER CONTRACT
This Seller/Servicer Contract (as may be amended, supplemented or
otherwise modified from time to time, this "Contract") is made this _________
day of _______, 19____, by and between Residential Funding Corporation, its
successors and assigns ("Residential Funding") and _____________________ (the
"Seller/Servicer," and, together with Residential Funding, the "parties" and
each, individually, a "party").
WHEREAS, the Seller/Servicer desires to sell Loans to, and/or service
Loans for, Residential Funding, and Residential Funding desires to purchase
Loans from the Seller/Servicer and/or have the Seller/Servicer service various
of its Loans, pursuant to the terms of this Contract and the Residential Funding
Seller and Servicer Guides incorporated herein by reference, as amended,
supplemented or otherwise modified, from time to time (together, the "Guides").
NOW, THEREFORE, in consideration of the premises, and the terms,
conditions and agreements set forth below, the parties agree as follows:
1. Incorporation of Guides by Reference.
The Seller/Servicer acknowledges that it has received and read the Guides.
All provisions of the Guides are incorporated by reference into and made a part
of this Contract, and shall be binding upon the parties; provided, however, that
the Seller/Servicer shall be entitled to sell Loans to and/or service Loans for
Residential Funding only if and for so long as it shall have been authorized to
do so by Residential Funding in writing. Specific reference in this Contract to
particular provisions of the Guides and not to other provisions does not mean
that those provisions of the Guides not specifically cited in this Contract are
not applicable. All terms used herein shall have the same meanings as such terms
have in the Guides, unless the context clearly requires otherwise.
2. Amendments.
This Contract may not be amended or modified orally, and no provision of
this Contract may be waived or amended except in writing signed by the party
against whom enforcement is sought. Such a written waiver or amendment must
expressly reference this Contract. However, by their terms, the Guides may be
amended or supplemented by Residential Funding from time to time. Any such
amendment(s) to the Guides shall be binding upon the parties hereto.
3. Representations and Warranties.
a. Reciprocal Representations and Warranties.
The Seller/Servicer and Residential Funding each represents and warrants
to the other that as of the date of this Contract:
<PAGE>
(1) Each party is duly organized, validly existing, and in good
standing under the laws of its jurisdiction of organization,
is qualified, if necessary, to do business and in good
standing in each jurisdiction in which it is required to be so
qualified, and has the requisite power and authority to enter
into this Contract and all other agreements which are
contemplated by this Contract and to carry out its obligations
hereunder and under the Guides and under such other
agreements.
(2) This Contract has been duly authorized, executed and delivered
by each party and constitutes a valid and legally binding
agreement of each party enforceable in accordance with its
terms.
(3) There is no action, proceeding or investigation pending or
threatened, and no basis therefor is known to either party,
that could affect the validity or prospective validity of this
Contract.
(4) Insofar as its capacity to carry out any obligation under this
Contract is concerned, neither party is in violation of any
charter, articles of incorporation, bylaws, mortgage,
indenture, indebtedness, agreement, instrument, judgment,
decree, order, statute, rule or regulation and none of the
foregoing adversely affects its capacity to fulfill any of its
obligations under this Contract. Its execution of, and
performance pursuant to, this Contract will not result in a
violation of any of the foregoing.
b. Seller/Servicer's Representations, Warranties and Covenants.
In addition to the representations, warranties and covenants made by
the Seller/Servicer pursuant to subparagraph (a) of this paragraph 3,
the Seller/Servicer makes the representations, warranties and covenants
set forth in the Guides and, upon request, agrees to deliver to
Residential Funding the certified Resolution of Board of Directors
which authorizes the execution and delivery of this Contract.
4. Remedies of Residential Funding.
If an Event of Seller Default or an Event of Servicer Default shall occur,
Residential Funding may, at its option, exercise one or more of those remedies
set forth in the Guides.
5. Seller/Servicer's Status as Independent Contractor.
At no time shall the Seller/Servicer represent that it is acting as an
agent of Residential Funding. The Seller/Servicer shall, at all times, act as an
independent contractor.
G-2
<PAGE>
6. Prior Agreements Superseded.
This Contract restates, amends and supersedes any and all prior Seller
Contracts or Servicer Contracts between the parties except that any subservicing
agreement executed by the Seller/Servicer in connection with any loan-security
exchange transaction shall not be affected.
7. Assignment.
This Contract may not be assigned or transferred, in whole or in part, by
the Seller/Servicer without the prior written consent of Residential Funding.
Residential Funding may sell, assign, convey, hypothecate, pledge or in any
other way transfer, in whole or in part, without restriction, its rights under
this Contract and the Guides with respect to any Commitment or Loan.
8. Notices.
All notices, requests, demands or other communications that are to be
given under this Contract shall be in writing, addressed to the appropriate
parties and sent by telefacsimile or by overnight courier or by United States
mail, postage prepaid, to the addresses and telefacsimile numbers specified
below. However, another name, address and/or telefacsimile number may be
substituted by the Seller/Servicer pursuant to the requirements of this
paragraph 8, or Residential Funding pursuant to an amendment to the Guides.
If to Residential Funding, notices must be sent to the appropriate address
or telefacsimile number specified in the Guides.
If to the Seller/Servicer, notice must be sent to:
Attention:
Telefacsimile Number: (___) ___-____
G-3
<PAGE>
9. Jurisdiction and Venue.
Each of the parties irrevocably submits to the jurisdiction of any state
or federal court located in Hennepin County, Minnesota, over any action, suit or
proceeding to enforce or defend any right under this Contract or otherwise
arising from any loan sale or servicing relationship existing in connection with
this Contract, and each of the parties irrevocably agrees that all claims in
respect of any such action or proceeding may be heard or determined in such
state or federal court. Each of the parties irrevocably waives the defense of an
inconvenient forum to the maintenance of any such action or proceeding and any
other substantive or procedural rights or remedies it may have with respect to
the maintenance of any such action or proceeding in any such forum. Each of the
parties agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in any other jurisdiction by suit on the judgment
or in any other manner provided by law. Each of the parties further agrees not
to institute any legal actions or proceedings against the other party or any
director, officer, employee, attorney, agent or property of the other party,
arising out of or relating to this Contract in any court other than as
hereinabove specified in this paragraph 9.
10. Miscellaneous.
This Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All paragraph headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, and construed and enforced in accordance with,
applicable federal laws and the laws of the State of Minnesota.
G-4
<PAGE>
IN WITNESS WHEREOF, the duly authorized officers of the Seller/Servicer
and Residential Funding have executed this Seller/Servicer Contract as of the
date first above written.
ATTEST: SELLER/SERVICER
[Corporate Seal]
(Name of Seller/Servicer)
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
=====================================================================
ATTEST: RESIDENTIAL FUNDING CORPORATION
By: By:
(Signature) (Signature)
By:
(Typed Name) (Typed Name)
Title: Title:
<PAGE>
EXHIBIT H
FORMS OF REQUEST FOR RELEASE
DATE:
TO:
RE: REQUEST FOR RELEASE OF DOCUMENTS
In connection with the administration of the pool of Mortgage Loans held by you
for the referenced pool, we request the release of the Mortgage Loan File
described below.
Pooling and Servicing Agreement Dated:
Series#:
Account#:
Pool#:
Loan#:
Borrower Name(s):
Reason for Document Request: (circle one) Mortgage Loan Prepaid in Full
Mortgage Loan Repurchased
"We hereby certify that all amounts received or to be received in connection
with such payments which are required to be deposited have been or will be so
deposited as provided in the Pooling and Servicing Agreement."
Residential Funding Corporation
Authorized Signature
TO
CUSTODIAN/TRUSTEE: Please acknowledge this request, and check off documents
being enclosed with a copy of this form. You should retain this form for your
files in accordance with the terms of the Pooling and Servicing Agreement.
Enclosed Documents: [ ] Promissory Note
[ ] Primary Insurance Policy
[ ] Mortgage or Deed of Trust
[ ] Assignment(s) of Mortgage or Deed of Trust
[ ] Title Insurance Policy
[ ] Other:
Name
Title
<PAGE>
Date
G-7
<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-QS13,
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" or
an electing large partnership as of [date of transfer] within the meaning of
Section 860E(e)(5) and 775, respectively, 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 or electing large
partnerships under the Code, that applies to all transfers of Class R
Certificates after March 31, 1988; (ii) that such tax would be on the transferor
or, with respect to transfers to electing large partnerships, on such
partnership, or, if such transfer is through an agent (which person includes a
broker, nominee or middleman) for a disqualified organization, on the agent;
(iii) that the person (other than with respect to transfers to electing large
partnerships) otherwise liable for the tax shall be relieved of liability for
the tax if the transferee furnishes to such person an affidavit that the
transferee is not a disqualified organization and, at the time of transfer, such
person does not have actual knowledge that the affidavit is false; and (iv) that
the Class R Certificates may be "noneconomic residual interests" within the
meaning of Treasury regulations promulgated pursuant to the Code and that the
transferor of a noneconomic residual interest will remain liable for any taxes
due with respect to the income on such residual interest, unless no significant
purpose of the transfer was to impede the assessment or collection of tax.
<PAGE>
That the Owner is aware of the tax imposed on a "pass-through entity"
holding Class R Certificates if at any time during the taxable year of the
pass-through entity a disqualified organization is the record holder of an
interest in such entity. (For this purpose, a "pass through entity" includes a
regulated investment company, a real estate investment trust or common trust
fund, a partnership, trust or estate, and certain cooperatives.)
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__.
<PAGE>
EXHIBIT I-2
FORM OF TRANSFEROR CERTIFICATE
__________________, 199_
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1998-QS13
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 1998-QS13, 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-QS13, Class R (the "Certificates"), pursuant to
Section 5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of September 1, 1998 among Residential 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,
<PAGE>
as a result of that investigation, the Seller has determined that the
Purchaser has historically paid its debts as they become due and has found no
significant evidence to indicate that the Purchaser will not continue to pay
its debts as they become due in the future. The Seller understands that the
transfer of a Class R Certificate may not be respected for United States
income tax purposes (and the Seller may continue to be liable for United
States income taxes associated therewith) unless the Seller has conducted
such an investigation.
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
________________ ____, 199__
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Attention: Residential Funding Corporation Series 1998-QS13
RE: Mortgage Asset-Backed Pass-Through Certificates,
Series 1998-QS13, [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-QS13, Class __ (the "Certificates"), issued pursuant to the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
September 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, the Trustee and the Master
Servicer that:
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
<PAGE>
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.
The Purchaser is acquiring the Certificates for its own account for
investment only and not with a view to or for sale in connection with any
distribution thereof in any manner that would violate the Act or any applicable
state securities laws.
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.
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.]
The Purchaser has not and will not nor has it authorized or will it
authorize any person to (a) offer, pledge, sell, dispose of or otherwise
transfer any Certificate, any interest in any Certificate or any other similar
security to any person in any manner, (b) solicit any offer to buy or to accept
a pledge, disposition of other transfer of any Certificate, any interest in any
Certificate or any other similar security from any person in any manner, (c)
otherwise approach or negotiate with respect to any Certificate, any interest in
any Certificate or any other similar security with any person in any manner, (d)
make any general solicitation by means of general advertising or in any other
manner or (e) take any other action, that (as to any of (a) through (e) above)
would constitute a distribution of any Certificate under the Act, that would
render the disposition of any Certificate a violation of Section 5 of the Act or
any state securities law, or that would require registration or qualification
pursuant thereto. The Purchaser will not sell or otherwise transfer any of the
Certificates, except in compliance
J-1-2
<PAGE>
with the provisions of the Pooling and Servicing Agreement.
The Purchaser
is not an employee benefit or other plan subject to the prohibited
transaction provisions of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as
amended (the "Code") (a "Plan"), or any other person (including an investment
manager, a named fiduciary or a trustee of any Plan) acting, directly or
indirectly, on behalf of or purchasing any Certificate with "plan assets" of any
Plan within the meaning of the Department of Labor ("DOL") regulation at 29
C.F.R. ss.2510.3-101; or
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
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1998-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
September 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)
<PAGE>
acting, directly or indirectly, on behalf of or purchasing any Certificate
with "plan assets" of any Plan within the meaning of the Department of
Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or
The Purchaser is an insurance company, the source of funds to be used
by it to purchase the Certificates is an "insurance company general
account" (within the meaning of DOL Prohibited Transaction Class Exemption
("PTCE") 95-60), and the purchase is being made in reliance upon the
availability of the exemptive relief afforded under Sections I and III of
PTCE 95-60.
In addition, the Purchaser hereby certifies, represents and warrants to,
and covenants with, the Company, the Trustee and the Master Servicer that the
Purchaser will not transfer such Certificates to any Plan or person unless such
Plan or person meets the requirements set forth in either (a) or (b) above.
Very truly yours,
By:
Name:
Title:
J-2
<PAGE>
EXHIBIT K
FORM OF TRANSFEROR REPRESENTATION LETTER
________________ ____, 199__
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1998-QS13
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 1998-QS13, [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-QS13, Class _ _ (the "Certificates"), issued pursuant
to the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of September 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 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
<PAGE>
to any Certificate. The Seller has not and will not
K-2
<PAGE>
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-3
<PAGE>
EXHIBIT L
[FORM OF RULE 144A INVESTMENT REPRESENTATION]
Description of Rule 144A Securities, including numbers:
The undersigned seller, as registered holder (the "Seller"), intends to
transfer the Rule 144A Securities described above to the undersigned buyer (the
"Buyer").
1. In connection with such transfer and in accordance with the agreements
pursuant to which the Rule 144A Securities were issued, the Seller hereby
certifies the following facts: Neither the Seller nor anyone acting on its
behalf has offered, transferred, pledged, sold or otherwise disposed of the Rule
144A Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Rule 144A Securities, any interest in the Rule 144A
Securities or any other similar security from, or otherwise approached or
negotiated with respect to the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general solicitation by means of general advertising or in any other
manner, or taken any other action, that would constitute a distribution of the
Rule 144A Securities under the Securities Act of 1933, as amended (the "1933
Act"), or that would render the disposition of the Rule 144A Securities a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or another "qualified institutional buyer" as defined in Rule
144A under the 1933 Act.
2. The Buyer warrants and represents to, and covenants with, the Seller,
the Trustee and the Master Servicer (as defined in the Pooling and Servicing
Agreement (the "Agreement"), dated as of September 1, 1998 among Residential
Funding Corporation as Master Servicer, Residential 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
L-1
<PAGE>
Securities that it has requested from the Seller, the Trustee or the
Servicer.
(d) Neither the Buyer nor anyone acting on its behalf has offered,
transferred, pledged, sold or otherwise disposed of the Rule 144A
Securities, any interest in the Rule 144A Securities or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or
other disposition of the Rule 144A Securities, any interest in the Rule
144A Securities or any other similar security from, or otherwise
approached or negotiated with respect to the Rule 144A Securities, any
interest in the Rule 144A Securities or any other similar security with,
any person in any manner, or made any general solicitation by means of
general advertising or in any other manner, or taken any other action,
that would constitute a distribution of the Rule 144A Securities under the
1933 Act or that would render the disposition of the Rule 144A Securities
a violation of Section 5 of the 1933 Act or require registration pursuant
thereto, nor will it act, nor has it authorized or will it authorize any
person to act, in such manner with respect to the Rule 144A Securities.
(e) The Buyer is a "qualified institutional buyer" as that term is
defined in Rule 144A under the 1933 Act and has completed either of the
forms of certification to that effect attached hereto as Annex 1 or Annex
2. The Buyer is aware that the sale to it is being made in reliance on
Rule 144A. The Buyer is acquiring the Rule 144A Securities for its own
account or the accounts of other qualified institutional buyers,
understands that such Rule 144A Securities may be resold, pledged or
transferred only (i) to a person reasonably believed to be a qualified
institutional buyer that purchases for its own account or for the account
of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the 1933 Act.
[3. The Buyer
(a) is not an employee benefit or other plan subject to the
prohibited transaction provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), or Section 4975 of the
Internal Revenue Code of 1986, as amended (the "Code") (a "Plan"), or any
other person (including an investment manager, a named fiduciary or a
trustee of any Plan) acting, directly or indirectly, on behalf of or
purchasing any Certificate with "plan assets" of any Plan within the
meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.
2510.3-101; or
(b) is an insurance company, the source of funds to be used by it to
purchase the Certificates is an "insurance company general account"
(within the meaning of DOL Prohibited Transaction Class Exemption ("PTCE")
95-60), and the purchase is being made in reliance upon the availability
of the exemptive relief afforded under Sections I and III of PTCE 95-60.]
4. This document may be executed in one or more counterparts and by the
different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed 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
L-4
<PAGE>
underwritten by insurance companies and which is subject to
supervision by the insurance commissioner or a similar official or
agency of a State or territory or the District of Columbia.
___ State or Local Plan. The Buyer is a plan established and maintained by
a State, its political subdivisions, or any agency or instrumentality
of the State or its political subdivisions, for the benefit of its
employees.
___ ERISA Plan. The Buyer is an employee benefit plan within the meaning
of Title I of the Employee Retirement Income Security Act of 1974.
___ Investment Adviser. The Buyer is an investment adviser registered
under the Investment Advisers Act of 1940.
___ SBIC. The Buyer is a Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the
Small Business Investment Act of 1958.
___ Business Development Company. The Buyer is a business development
company as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940.
___ Trust Fund. The Buyer is a trust fund whose trustee is a bank or
trust company and whose participants are exclusively (a) plans
established and maintained by a State, its political subdivisions,
or any agency or instrumentality of the State or its political
subdivisions, for the benefit of its employees, or (b) employee
benefit plans within the meaning of Title I of the Employee
Retirement Income Security Act of 1974, but is not a trust fund that
includes as participants individual retirement accounts or H.R. 10
plans.
3. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer, (ii) securities that are part of an
unsold allotment to or subscription by the Buyer, if the Buyer is a dealer,
(iii) bank deposit notes and certificates of deposit, (iv) loan participations,
(v) repurchase agreements, (vi) securities owned but subject to a repurchase
agreement and (vii) currency, interest rate and commodity swaps.
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.
L-5
<PAGE>
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 Securities only for the
Yes No Buyer's own account?
6. If the answer to the foregoing question is "no", the Buyer agrees that,
in connection with any purchase of securities sold to the Buyer for the account
of a third party (including any separate account) in reliance on Rule 144A, the
Buyer will only purchase for the account of a third party that at the time is a
"qualified institutional buyer" within the meaning of Rule 144A. In addition,
the Buyer agrees that the Buyer will not purchase securities for a third party
unless the Buyer has obtained a current representation letter from such third
party or taken other appropriate steps contemplated by Rule 144A to conclude
that such third party independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.
7. The Buyer will notify each of the parties to which this certification is
made of any changes in the information and conclusions herein. Until such notice
is given, the Buyer's purchase of Rule 144A Securities will constitute a
reaffirmation of this certification as of the date of such purchase.
Print Name of Buyer
By:
Name:
Title:
Date:
L-6
<PAGE>
ANNEX 2 TO EXHIBIT L
QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
[For Buyers That Are Registered Investment Companies]
The undersigned hereby certifies as follows in connection with the Rule
144A Investment Representation to which this Certification is attached:
1. As indicated below, the undersigned is the President, Chief Financial
Officer or Senior Vice President of the Buyer or, if the Buyer is a "qualified
institutional buyer" as that term is defined in Rule 144A under the Securities
Act of 1933 ("Rule 144A") because Buyer is part of a Family of Investment
Companies (as defined below), is such an officer of the Adviser.
2. In connection with purchases by Buyer, the Buyer is a "qualified
institutional buyer" as defined in SEC Rule 144A because (i) the Buyer is an
investment company registered under the Investment Company Act of 1940, and (ii)
as marked below, the Buyer alone, or the Buyer's Family of Investment Companies,
owned at least $100,000,000 in securities (other than the excluded securities
referred to below) as of the end of the Buyer's most recent fiscal year. For
purposes of determining the amount of securities owned by the Buyer or the
Buyer's Family of Investment Companies, the cost of such securities was used.
____ The Buyer owned $___________________ in securities (other than the
excluded securities referred to below) as of the end of the Buyer's
most recent fiscal year (such amount being calculated in accordance
with Rule 144A).
____ The Buyer is part of a Family of Investment Companies which owned in
the aggregate $______________ in securities (other than the excluded
securities referred to below) as of the end of the Buyer's most
recent fiscal year (such amount being calculated in accordance with
Rule 144A).
3. The term "_Family of Investment Companies_" as used herein means two or
more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).
4. The term "securities" as used herein does not include (i) securities of
issuers that are affiliated with the Buyer or are part of the Buyer's Family of
Investment Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but
subject to a repurchase agreement and (vi) currency, interest rate and commodity
swaps.
5. The Buyer is familiar with Rule 144A and understands that each of the
parties to which this
L-7
<PAGE>
certification is made are relying and will continue to rely on the statements
made herein because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.
6. The undersigned will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice, the Buyer's purchase of Rule 144A Securities will constitute
a reaffirmation of this certification by the undersigned as of the date of such
purchase.
Print Name of Buyer
By:
Name:
Title:
IF AN ADVISER:
Print Name of Buyer
Date:
L-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 Sub-Servicer will be entitled to any
reimbursement pursuant to Section 4.02(a) on such Distribution Date for Advances
or Sub-Servicer Advances previously made, (which will not be Advances or
Sub-Servicer 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 Sub-Servicer Advances reimbursed pursuant to Section
4.02(a), to the extent such Advances or Sub-Servicer Advances have not been
included in the amount of the Realized Loss in the related Mortgage Loan, and
shall distribute the same to the Class B Certificateholders in the same manner
as if such amount were to be distributed pursuant to Section 4.02(a).
(b) Subject to subsection (c) below, prior to the later of the third
Business Day prior to each Distribution Date or the related Determination Date,
the Master Servicer shall determine whether any Realized Losses (other than
Excess Special Hazard Losses, Excess Bankruptcy Losses, Excess Fraud Losses and
Extraordinary Losses) will be allocated to the Class B Certificates on such
Distribution Date pursuant to Section 4.05, and, if so, the Master Servicer
shall demand payment from Residential Funding of the amount of such Realized
Loss and shall distribute the same to the Class B Certificateholders in the same
manner as if such amount were to be distributed pursuant to Section 4.02(a);
provided, however, that the amount of such demand in respect of any Distribution
Date shall in no event be greater than the sum of (i) the additional amount of
Accrued Certificate Interest that would have been paid for the Class B
Certificateholders on such Distribution Date had such Realized Loss or Losses
not occurred plus (ii) the amount of the reduction in the Certificate Principal
Balances of the Class B Certificates on such Distribution Date due to such
Realized Loss or Losses. Notwithstanding such payment, such Realized Losses
shall be deemed to have been borne by the Certificateholders for purposes of
Section 4.05. Excess Special Hazard Losses, Excess Fraud Losses, Excess
Bankruptcy Losses and Extraordinary Losses allocated to the Class B Certificates
will not be covered by the Subordinate Certificate Loss Obligation.
(c) Demands for payments pursuant to this Section shall be made prior to
the later of the third Business Day prior to each Distribution Date or the
related Determination Date by the Master Servicer
<PAGE>
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 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
M-2
<PAGE>
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-QS13
________________ ____, 199__
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Accredit Loans, Inc., Series 1998-QS13
WHEREAS, Residential Funding Corporation, a Delaware corporation
("Residential Funding"), an indirect wholly-owned subsidiary of General Motors
Acceptance Corporation, a New York corporation ("GMAC"), plans to incur certain
obligations as described under Section 12.01 of the Pooling and Servicing
Agreement dated as of September 1, 1998 (the "Servicing Agreement"), among
Residential 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-QS13 (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. (i) GMAC agrees to contribute and deposit in the
Certificate Account on behalf of Residential Funding (or otherwise provide to
Residential Funding, or to cause to be made available to Residential Funding),
either directly or through a subsidiary, in any case prior to the related
Distribution Date, such moneys as may be required by Residential Funding to
perform its Subordinate
<PAGE>
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.
(ii) 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.
Successor. Except as otherwise expressly provided herein, the guarantee herein
set forth shall be binding upon GMAC and its respective successors.
Governing Law. This Limited Guaranty shall be governed by the laws of the State
of New York.
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.
Definitions. Capitalized terms used but not otherwise defined herein shall have
the meaning given
them in the Servicing Agreement.
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.
6 N-2
<PAGE>
IN WITNESS WHEREOF, GMAC has caused this Limited Guaranty to be executed
and delivered by its respective officers thereunto duly authorized as of the day
and year first above written.
GENERAL MOTORS ACCEPTANCE
CORPORATION
By:
Name:
Title:
Acknowledged by:
BANKERS TRUST COMPANY,
as Trustee
By:
Name:
Title:
RESIDENTIAL ACCREDIT LOANS, INC.
By:
Name:
Title:
<PAGE>
EXHIBIT O
FORM OF LENDER CERTIFICATION FOR ASSIGNMENT OF MORTGAGE LOAN
________________ ____, 199__
Residential Accredit Loans, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota 55437
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Attention: Residential Funding Corporation Series 1998-QS13
Re: Mortgage Asset-Backed Pass-Through Certificates,
Series 1998-QS13 Assignment of Mortgage Loan
Ladies and Gentlemen:
This letter is delivered to you in connection with the assignment by
_________________ (the "Trustee") to _______________________ (the "Lender") of
_______________ (the "Mortgage Loan") pursuant to Section 3.13(d) of the Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
September 1, 1998 among Residential 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;
<PAGE>
(iii) the Mortgage Loan following the proposed assignment will be
modified to have a rate of interest at least 0.25 percent below or above the
rate of interest on such Mortgage Loan prior to such proposed assignment; and
(iv) such assignment is at the request of the borrower under the
related Mortgage Loan.
Very truly yours,
(Lender)
By:
Name:
Title:
O-2
<PAGE>
EXHIBIT P
SCHEDULE OF DISCOUNT FRACTIONS
Schedule of Discount Fractions
PRINCIPAL NET MORTGAGE DISCOUNT PO
LOAN # BALANCE RATE FRACTION BALANCE
1698976 139,170.70 6.220 4.3076923077% 5,995.05
1776315 106,000.00 6.220 4.3076923077% 4,566.15
1780831 299,011.67 6.220 4.3076923077% 12,880.50
1738062 106,632.16 6.345 2.3846153846% 2,542.77
1744790 228,177.44 6.345 2.3846153846% 5,441.15
1770096 397,385.39 6.345 2.3846153846% 9,476.11
1792878 130,000.00 6.345 2.3846153846% 3,100.00
1721848 247,444.22 6.470 0.4615384615% 1,142.05
1739347 51,026.81 6.470 0.4615384615% 235.51
1752627 217,860.11 6.470 0.4615384615% 1,005.51
1759842 75,000.00 6.470 0.4615384615% 346.15
1761839 149,516.39 6.470 0.4615384615% 690.08
1765522 107,404.72 6.470 0.4615384615% 495.71
1769312 115,626.01 6.470 0.4615384615% 533.66
1771810 59,308.17 6.470 0.4615384615% 273.73
1775747 30,000.00 6.470 0.4615384615% 138.46
1779137 265,142.39 6.470 0.4615384615% 1,223.73
1779665 77,250.13 6.470 0.4615384615% 356.54
1792822 121,000.00 6.470 0.4615384615% 558.46
1796200 152,506.71 6.470 0.4615384615% 703.88
2664134 327,119.70 6.470 0.4615384615% 1,509.78
2666038 51,832.34 6.470 0.4615384615% 239.23
$3,454,415.06 1.5474173553% $53,454.22
<PAGE>
EXHIBIT Q
FORM OF REQUEST FOR EXCHANGE
[DATE]
Bankers Trust Company
3 Park Plaza
Irvine, California 92614
Re: Residential Accredit Loans, Inc., Mortgage Asset-Backed Pass-
Through Certificates, Series 1998-QS13
Residential Funding Corporation, as the Holder of a ___% Percentage
Interest of the Class A- V[-1] Certificates, hereby requests the Trustee to
exchange the above-referenced Certificates for the Subclasses referred to below:
1. Class A-V-_ Certificates, corresponding to the following Uncertificated
REMIC Regular Interests: [List numbers corresponding to the related loans and
Pool Strip Rates from the Mortgage Loan Schedule]. The initial Subclass Notional
Amount and the Initial Pass-Through Rate on the Class A-V-_ Certificates will be
$__________ and ____%, respectively.
[2. [Repeat as appropriate.]
The Subclasses requested above will represent in the aggregate all of the
Uncertificated REMIC Regular Interests represented by the Class A-V[-1]
Certificates surrendered for exchange.
All capitalized terms used but not defined herein shall have the meanings
set forth in the Pooling and Servicing Agreement, dated as of September 1, 1998,
among Residential Accredit Loans, Inc., Residential Funding Corporation and
Bankers Trust Company, as trustee.
RESIDENTIAL FUNDING CORPORATION
By:
Name:
Title:
<PAGE>
EXHIBIT R
[Reserved]
<PAGE>
EXHIBITS
Exhibit A: Form of Class CB Certificate, Class NB
Certificate, Class A-P Certificate and
Class A-V Certificate
Exhibit B: Form of Class M
Certificate
Exhibit C: Form of Class B
Certificate
Exhibit D: Form of Class R
Certificate
Exhibit E: Form of Custodial
Agreement
Exhibit F: Mortgage Loan
Schedule
Exhibit G: Form of
Seller/Servicer
Contract
Exhibit H: Forms of Request
for Release
Exhibit I-1: Form of Transfer
Affidavit and
Agreement
Exhibit I-2: Form of Transferor
Certificate
Exhibit J-1: Form of Investor
Representation
Letter
Exhibit J-2: Form of ERISA
Representation
Letter
Exhibit K: Form of Transferor
Representation
<PAGE>
Letter
Exhibit L: Form of Rule 144A
Investment
Representation
Letter
Exhibit M: Text of Amendment
to Pooling and
Servicing
Agreement Pursuant
to Section 11.01(e)
for a Limited
Guaranty
Exhibit N: Form of Limited
Guaranty
Exhibit O: Form of Lender
Certification for
Assignment of
Mortgage Loan
Exhibit P: [Reserved]
Exhibit Q: Request for
Exchange Form
Exhibit R: [Reserved]
<PAGE>
TABLE OF CONTENTS
Page
Article I .......................................................DEFINITIONS 5
Section 1.01.................................................Definitions 5
Class NB Certificates........................................................5
Accrued Certificate Interest.................................................5
Addendum and Assignment Agreement............................................6
Additional Collateral........................................................6
Additional Collateral Loan...................................................6
Adjusted Mortgage Rate.......................................................6
Advance .................................................................. 6
Affiliate .................................................................. 6
Agreement .................................................................. 6
Amount Held for Future Distribution..........................................6
Appraised Value..............................................................7
Assignment .................................................................. 7
Assignment Agreement.........................................................7
Assignment of Proprietary Lease..............................................7
Available Distribution Amount................................................7
Bankruptcy Amount............................................................8
Bankruptcy Code..............................................................8
Bankruptcy Loss..............................................................8
Book-Entry Certificate.......................................................9
Business Day.................................................................. 9
Buydown Funds................................................................9
Buydown Mortgage Loan........................................................9
Cash Liquidation.............................................................9
CB Loan Group................................................................9
Certificate .................................................................. 9
Certificate Account..........................................................9
-i-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Certificate Account Deposit Date.............................................9
Certificateholder or Holder..................................................9
Certificate Owner...........................................................10
Certificate Principal Balance...............................................10
Certificate Register and Certificate Registrar..............................10
Class ............................................................... 11
Class A-P Collection Shortfall..............................................11
Class A-P Principal Distribution Amount.....................................11
Class A-V Certificates......................................................11
Class A-V Notional Amount...................................................11
Class B Certificate.........................................................11
Class B Percentage..........................................................11
Class B-1 Percentage........................................................11
Class B-1 Prepayment Distribution Trigger...................................11
Class B-2 Percentage........................................................11
Class B-2 Prepayment Distribution Trigger...................................11
Class B-3 Percentage........................................................12
Class B-3 Prepayment Distribution Trigger...................................12
Class CB Certificate........................................................12
Class CB Percentage.........................................................12
Class CB Principal Distribution Amount......................................12
Class NB Certificate........................................................12
Class NB Percentage.........................................................12
Class NB Principal Distribution Amount......................................13
Class M Certificate.........................................................13
Class M Percentage..........................................................13
Class M-1 Percentage........................................................13
-ii-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Class M-2 Percentage........................................................13
Class M-2 Prepayment Distribution Trigger...................................13
Class M-3 Percentage........................................................13
Class M-3 Prepayment Distribution Trigger...................................13
Class R Certificate.........................................................14
Closing Date............................................................... 14
Code ............................................................... 14
ompensating Interest.......................................................14
Cooperative ............................................................... 14
Cooperative Apartment.......................................................14
Cooperative Lease...........................................................14
Cooperative Loans...........................................................14
Cooperative Stock...........................................................15
Cooperative Stock Certificate...............................................15
Corporate Trust Office......................................................15
Credit Support Depletion Date...............................................15
Curtailment ............................................................... 15
Custodial Account...........................................................15
Custodial Agreement.........................................................15
Custodian ............................................................... 15
Cut-off Date............................................................... 15
Cut-off Date Principal Balance..............................................15
Debt Service Reduction......................................................15
Deficient Valuation.........................................................15
Definitive Certificate......................................................15
Deleted Mortgage Loan.......................................................16
Depository ............................................................... 16
-iii-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Depository Participant......................................................16
Destroyed Mortgage Note.....................................................16
Determination Date..........................................................16
Discount Fraction...........................................................16
Discount Mortgage Loan......................................................16
Disqualified Organization...................................................16
Distribution Date...........................................................17
Due Date ............................................................... 17
Due Period ............................................................... 17
Eligible Account............................................................17
Eligible Funds..............................................................17
Event of Default............................................................17
Excess Bankruptcy Loss......................................................18
Excess Fraud Loss...........................................................18
Excess Special Hazard Loss..................................................18
Excess Subordinate Principal Amount.........................................18
Extraordinary Events........................................................18
Extraordinary Losses........................................................19
FASIT ............................................................... 19
FDIC ............................................................... 19
FHLMC ............................................................... 19
Final Distribution Date.....................................................19
Fitch IBCA IBCA............................................................ 19
FNMA ............................................................... 19
Foreclosure Profits.........................................................19
Fraud Loss Amount...........................................................19
Fraud Losses............................................................... 20
-iv-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Group CB Loans..............................................................20
Group NB Loans..............................................................20
Independent ............................................................... 20
Initial Certificate Principal Balance.......................................20
Initial Class A-V Notional Amount...........................................20
Initial Monthly Payment Fund................................................20
Insurance Proceeds..........................................................20
Insurer ............................................................... 21
Interest Accrual Period.....................................................21
International Borrower......................................................21
Late Collections............................................................21
Liquidation Proceeds........................................................21
Group ............................................................... 21
Loan-to-Value Ratio.........................................................21
Lockout Distribution Percentage.............................................21
Lockout Scheduled Percentage................................................21
Maturity Date...............................................................21
MLCC ............................................................... 21
Modified Mortgage Loan......................................................22
Modified Net Mortgage Rate..................................................22
Monthly Payment.............................................................22
Moody's ............................................................... 22
Mortgage ............................................................... 22
Mortgage 100SM Loan.........................................................22
Mortgage File...............................................................22
Mortgage Loan Schedule......................................................22
Mortgage Loans..............................................................23
-v-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Mortgage Note...............................................................23
Mortgage Rate...............................................................23
Mortgaged Property..........................................................23
Mortgagor ............................................................... 23
NB Loan Group...............................................................23
Net Mortgage Rate...........................................................23
Non-Primary Residence Loans.................................................24
Non-United States Person....................................................24
Nonrecoverable Advance......................................................24
Nonsubserviced Mortgage Loan................................................24
Officers' Certificate.......................................................24
Opinion of Counsel..........................................................24
Outstanding Mortgage Loan...................................................24
Ownership Interest..........................................................24
Parent PowerSM Loan.........................................................24
Pass-Through Rate...........................................................24
Paying Agent............................................................... 25
Percentage Interest.........................................................25
Permitted Investments.......................................................25
Permitted Transferee........................................................26
Person ............................................................... 27
Pledged Asset Mortgage Servicing Agreement..................................27
Pool Stated Principal Balance...............................................27
Pool Strip Rate.............................................................27
Prepayment Assumption.......................................................27
Prepayment Distribution Percentage..........................................27
Prepayment Distribution Trigger:............................................28
-vi-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Prepayment Interest Shortfall...............................................28
Prepayment Period...........................................................29
Primary Insurance Policy....................................................29
Principal Prepayment........................................................29
Principal Prepayment in Full................................................29
Program Guide...............................................................29
Purchase Price..............................................................29
Qualified Substitute Mortgage Loan..........................................29
Rating Agency...............................................................30
Realized Loss...............................................................30
Record Date ............................................................... 31
Regular Certificate.........................................................31
REMIC ............................................................... 31
REMIC Administrator.........................................................31
REMIC Provisions............................................................31
REO Acquisition.............................................................31
REO Disposition.............................................................31
REO Imputed Interest........................................................31
REO Proceeds................................................................31
REO Property................................................................32
Request for Release.........................................................32
Required Insurance Policy...................................................32
Required Surety Payment.....................................................32
Residential Funding.........................................................32
Responsible Officer.........................................................32
Schedule of Discount Fractions..............................................32
Security Agreement..........................................................32
-vii-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Seller ............................................................... 32
Seller's Agreement..........................................................32
Senior Accelerated Distribution Percentage..................................32
Senior Certificate..........................................................33
Senior Percentage...........................................................34
Senior Principal Distribution Amount........................................34
Servicing Accounts..........................................................34
Servicing Advances..........................................................34
Servicing Fee.............................................................. 34
Servicing Modification......................................................34
Servicing Officer...........................................................34
Special Hazard Amount.......................................................34
Special Hazard Loss.........................................................35
Standard & Poor's...........................................................35
Stated Principal Balance....................................................35
Subclass ............................................................... 36
Subclass Notional Amount....................................................36
Subordinate Percentage......................................................36
Subordinate Principal Distribution Amount...................................36
Subserviced Mortgage Loan...................................................36
Sub-Servicer............................................................... 36
Sub-Servicer Advance........................................................37
Subservicing Accoun.........................................................37
Subservicing Agreement......................................................37
Subservicing Fee............................................................37
Surety ............................................................... 37
Surety Bond ............................................................... 37
-viii-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Tax Returns ............................................................... 37
Transfer ............................................................... 37
Transferee ............................................................... 38
Transferor ............................................................... 38
Trust Fund ............................................................... 38
Uncertificated REMIC Regular Interests......................................38
Uniform Single Attestation Program for Mortgage Bankers.....................38
Uninsured Cause.............................................................38
United States Person........................................................38
Voting Rights...............................................................39
Article II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES 40
Section 2.01Conveyance of Mortgage Loans. .................................40
Section 2.02..Acceptance by Trustee. ......................................44
Section 2.03.Representations, Warranties and Covenants of the Master Servicer
and the Company. ..........................................46
Section 2.04Representations and Warranties of Sellers. ....................50
Section 2.05Execution and Authentication of Certificates. .................52
Article III .ADMINISTRATION AND SERVICING OF MORTGAGE LOANS ...............53
Section 3.01Master Servicer to Act as Servicer. .....................53
Section 3.02.Subservicing Agreements Between Master Servicer and
Sub-Servicers; Enforcement of Sub-Servicers' and Sellers'
Obligations....................... .........................54
Section 3.03.Successor Sub-Servicers. ...............................55
Section 3.04.Liability of the Master Servicer. ......................55
Section 3.05.No Contractual Relationship Between Sub-Servicer and Trustee
or Certificateholders. ....................................55
Section 3.06.Assumption or Termination of Subservicing Agreements by
Trustee. ..............................................56
Section 3.07.Collection of Certain Mortgage Loan Payments; Deposits to
Custodial Account. ...................................56
Section 3.08..Subservicing Accounts; Servicing Accounts. ............59
Section 3.09.Access to Certain Documentation and Information Regarding
the Mortgage Loans. ...................................60
Section 3.10.Permitted Withdrawals from the Custodial Account. ......60
-ix-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Section 3.11.Maintenance of the Primary Insurance Policies; Collections
Thereunder. ................................................62
Section 3.12.Maintenance of Fire Insurance and Omissions and Fidelity
Coverage. ................................................. 63
Section 3.13.Enforcement of Due-on-Sale Clauses; Assumption and
Modification Agreements; Certain Assignments.................64
Section 3.14Realization Upon Defaulted Mortgage Loans. ..............66
Section 3.15..Trustee to Cooperate; Release of Mortgage Files. ......69
Section 3.16.Servicing and Other Compensation; Compensating Interest. 70
Section 3.17..Reports to the Trustee and the Company. ...............71
Section 3.18..Annual Statement as to Compliance. ....................71
Section 3.19.Annual Independent Public Accountants' Servicing Report. 72
Section 3.20.Rights of the Company in Respect of the Master Servicer. 72
Section 3.21..........................Administration of Buydown Funds. 73
Article IV ..................................PAYMENTS TO CERTIFICATEHOLDERS 74
Section 4.01......................................Certificate Account. 74
Section 4.02.............................................Distributions 74
Section 4.03.........................Statements to Certificateholders. 84
Section 4.04.Distribution of Reports to the Trustee and the Company;
Advances by the Master Servicer. ......................87
Section 4.05..........................Allocation of Realized Losses. 88
Section 4.06.Reports of Foreclosures and Abandonment of
Mortgaged Property. ..................................89
Section 4.07..........Optional Purchase of Defaulted Mortgage Loans. 89
Section 4.08............................................Surety Bond. 90
Article V ..............................................THE CERTIFICATES 91
Section 5.01.........................................The Certificates. 91
Section 5.02....Registration of Transfer and Exchange of Certificates. 93
Section 5.03........Mutilated, Destroyed, Lost or Stolen Certificates. 98
Section 5.04....................................Persons Deemed Owners. 98
Section 5.05..............................Appointment of Paying Agent. 98
Section 5.06........................Optional Purchase of Certificates. 99
-x-
<PAGE>
TABLE OF CONTENTS
(continued)
Page
Article VI THE COMPANY AND THE MASTER SERVICER ...........................101
Section 6.01.Respective Liabilities of the Company and the Maste
Servicer. .................................................101
Section 6.02.Merger or Consolidation of the Company or the Master
Servicer; Assignment of Rights and Delegation of Duties by
Master Servicer.................. ..........................101
Section 6.03.Limitation on Liability of the Company, the Master
Servicer and Others. .......................................102
Section 6.04Company and Master Servicer Not to Resign. ..............103
Article VII DEFAULT .......................................................104
Section 7.01Events of Default. ......................................104
Section 7.02Trustee or Company to Act; Appointment of Successor. ....106
Section 7.03Notification to Certificateholders. .....................106
Section 7.04.Waiver of Events of Default. ...........................107
Article VIII.....CONCERNING THE TRUSTEE ...................................108
Section 8.01.Duties of Trustee. .....................................108
Section 8.02.Certain Matters Affecting the Trustee. .................109
Section 8.03..Trustee Not Liable for Certificates or Mortgage Loans. 111
Section 8.04..Trustee May Own Certificates. .........................111
Section 8.05.Master Servicer to Pay Trustee's Fees and Expenses;
Indemnification ...........................................111
Section 8.06.................Eligibility Requirements for Trustee. 112
Section 8.07...............Resignation and Removal of the Trustee. 113
Section 8.08....................................Successor Trustee. 113
Section 8.09...................Merger or Consolidation of Trustee. 114
Section 8.10........Appointment of Co-Trustee or Separate Trustee. 114
Section 8.11............................Appointment of Custodians. 115
Section 8.12......................Appointment of Office or Agency. 116
Article IX .................................................TERMINATION 117
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Section 9.01.Termination Upon Purchase by the Master Servicer or the
Company or Liquidation of All Mortgage Loans.................117
Section 9.02.Additional Termination Requirements. ...................119
Article X REMIC PROVISIONS ..............................................121
Section 10.01 REMIC Administration. ............................121
Section 10.02.Master Servicer, REMIC Administrator and Trustee
Indemnification. ......................................124
Article XI .MISCELLANEOUS PROVISIONS .....................................125
Section 11.01..Amendment. ...........................................125
Section 11.02...Recordation of Agreement; Counterparts. .............127
Section 11.03Limitation on Rights of Certificateholders. ............128
Section 11.04..Governing Law. .......................................128
Section 1_____Notices. ..............................................128
Section 11.06..Notices to Rating Agency. ............................129
Section 11.07..Severability of Provisions. ..........................130
Section 11.08...Supplemental Provisions for Resecuritization. .......130
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